Common use of Force Majeure and Termination Clause in Contracts

Force Majeure and Termination. (A) If, at any time prior to 5:00 p.m. on the Sale Completion Date: (i) there shall develop, occur, exist or come into effect: (a) any change in, or any event or series of events resulting or likely to result in any change in Hong Kong, the PRC or the US national or international financial, currency, political, military, industrial, economic or market conditions (and for the purpose of construing the foregoing any normal market fluctuations shall not be construed as events or series of events affecting market conditions referred to above); or (b) any material and adverse change in the conditions of Hong Kong, the PRC, the US or international equity securities or other financial markets; or (c) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the US stock exchanges due to exceptional financial circumstances or otherwise; or (d) any change or development occurs involving a prospective change in taxation or exchange control (or the implementation of any exchange control) in Hong Kong, Bermuda or the PRC or the US or elsewhere; which, in the opinion of the Purchaser makes it inadvisable or inexpedient to proceed with the Placing; or (ii) it comes to the notice of the Purchaser any matter or event rendering any of the Vendor’s representations and warranties in any material respect to be untrue, inaccurate or misleading or as having been breached (“Breached Warranty”) and if the Purchaser considers that the Breached Warranty to have a materially prejudicial effect on the Placing, then the Purchaser may give written notice to the Vendor to terminate this Agreement with immediate effect. (B) Upon the termination of this Agreement pursuant to the provisions of sub-clause (A) above, each of the Parties shall cease to have any rights or obligations under this Agreement, save in respect of the provisions of this Clause and Clauses, 8, 11 and 13, and any antecedent breaches of this Agreement or any rights or obligations which may have accrued under this Agreement prior to such termination.