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SEC Filings

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

Execution Version

 

 

10.3       Fees.

 

Unless otherwise provided in this Article 10.3, subject to the completion of the proposed transaction, all costs and expenses relating to this Agreement and the Proposed Transaction(includes the tax, costs, and expenses which have been paid on behalf of Purchaser for the purpose of preparing and negotiating this Agreement) should be paid by the Company. If the Proposed Transaction is not fulfilled due to Company’s breach of this Agreement or the transaction agreement, Company shall pay all actual fees and expenses which have been paid by or on behalf of Purchaser. If the Proposed Transaction fails to be completed due to any reasons other than the Company's breach of this Agreement or the transaction agreement, the Parties shall each pay their respective costs and expenses in connection with this Agreement and the proposed transaction.

 

10.4       Performance of Agreement

 

(a)               Specific performance. The Parties to this Agreement agree that irreparable damages will arise if the Parties fail to comply with or violate certain provisions of this Agreement on the basis of specific terms. Accordingly, the Parties agree that, subject to Article 11.11 hereof, (i) prior to Closing, the Purchaser shall have the right to apply for an injunction without payment of the posting bond to prevent the Company from violating this Agreement and oblige the Company to comply with the specific terms and conditions of this Agreement; (ii) after the Closing, the board of directors acting on behalf of the Company shall have the right to apply for an injunction without payment of posting bond to prevent the Purchaser (or any of the permitted assign of shares of the Purchaser, if applicable) from violating Article 4.1(d) or Article 5 of this Agreement, and (iii) neither Party shall have the right to initiate any litigation of specific performance in accordance with this Agreement or to seek equitable remedy in other ways. Where any litigation of specific performance occurs or equitable remedy is otherwise sought for according to provision of preceding sentence of Article 10.3, each Party hereby waives (and agrees not to assert): (i) any defense in any litigation of specific performance, including remedy in legal means or defense based on sufficient reasons, and (ii) requiring the other Party to pay posting bond or any requirements on other margins in accordance with the provisions of any laws, as the precondition of seeking equitable remedy.

 

(b)       Limitation on liability.

 

(i)                 No incidental or consequential damages. Under no circumstance shall any Party be liable to any other Party or to any third party under this Agreement with respect to any incidental, related, consequential, disciplinary, special or punitive damages, including compensatory money for any business interruption loss, loss of use, loss of income or profit, caused by breach of this Agreement, tort (including negligence) or other behavior, whether or not such damages are foreseeable, and whether or not the breaching Party is informed of the possibility of such damages.

 

(ii)              Under any circumstance, (A) the officers, directors, employees, agents, advisers, investment bankers, legal advisers or Representatives of the Company or any of its affiliates (acting within the scope of respective powers) will not be liable to Purchaser or its Affiliate for any personal liabilities or obligations with respect to any behaviors arising from or in relation with the Agreement, any other transaction agreement or any proposed transaction, or any representations, statements or warranties of any form made by Company, no matter whatever behaviors are adopted (including breach of warranty or contract, tort, negligence, breach of strict liability, legal liability or other liabilities); or (B) the officers, directors, employees, agents, advisers, investment bankers, legal advisers or Representatives of the Purchaser (acting within the scope of respective powers) will not be liable to Company or its Affiliate for any personal liabilities or obligations with respect to any behaviors arising from or in relation with the Agreement, any other transaction agreement or any proposed transaction, or any representations, statements or warranties of any form made by Purchaser (under any circumstance), no matter whatever behaviors are adopted (including breach of warranty or contract, civil tort, negligence, breach of strict liability, legal liability or other liabilities).

 

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