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SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
Entire Document

Execution Version



(b)            If to Purchaser:






or to others according to other address designated by Purchaser to Company in writing.


11.4       Caption.


The caption of each part hereof is inserted only for purpose of convenience and shall not be deemed as a part hereof.


11.5       Assignment


This Agreement will be binding upon the Parties and their respective successors, Representatives, heritors and assigns, and inure to the benefit of, and be enforceable by, the Parties.


11.6       Jury Trial Waiver


Each Party irrevocably waives any and all rights of jury trial in any litigations or proceedings between the Parties arising out of or in connection with this Agreement or the proposed transaction.


11.7       Severability


If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provisions will not be affected or impaired in any way.


11.8       Interpretation rule; attorney-client previlege


The Parties hereby agree that their legal advisors have participated in the negotiation, preparation and execution of this Agreement on behalf of them, so they waive any laws, rules, statutes, regulations or interpretation rules which stipulate that any ambiguous articles in agreement or other documents shall be interpreted against the drafting Party.


11.9       No third Party beneficiary


Except as otherwise provided in this Agreement, the terms and provisions of this Agreement are for the sole benefit of each Party and their respective successors, Representatives, inheritors and assigns, and neither Party is intended to give any other person or entity any rights or remedies.


11.10     Modification; waiver


This agreement may be modified only by a written instrument signed by both Parties. Any waive of any provision of this Agreement by a Party shall enter into force only in the instrument signed by the Representative of that Party; but upon receipt of the approval of the shareholders, any such modification or waiver needs further approval by the Shareholders in accordance with the relevant law requirements or NASDAQ rules and regulations, such modifications or waivers shall be valid only with the approval of the Shareholders.


11.11     Applicable laws; consent to jurisdiction


(a)               This Agreement shall be governed and construed in accordance with the laws of the State of Nevada, and any legal choice or principle of conflict of laws that may result in the application of the laws of any other jurisdictions shall not apply.


(b)               Any dispute, controversy or disagreement arising out of or in connection with this Agreement shall be submitted to arbitration for final settlement if it cannot be resolved by negotiation within sixty (60) days. Arbitration shall be conducted at the Hong Kong International Arbitration Center in accordance with its then effective Rules of Procedure. The arbitration shall be conducted by three (3) arbitrators, one of whom shall be designated by the Purchaser and another one is designated by the Company. If the applicable statute permits, the third arbitrator shall be appointed by the first two arbitrators.