Common use of Termination and Rescission Clause in Contracts

Termination and Rescission. 8.4.1 This Agreement shall be terminated upon the occurrence of any of the following events: (a) Expiration of the Term of this Agreement; or (b) Termination by written agreement between the Parties. 8.4.2 This Agreement may be unilaterally terminated by a Party through written notice to the other Party, upon the occurrence of any of the following events: (a) the non-breaching Party may terminate this Agreement by notifying the breaching Party in writing when Buyer or Seller commits a material breach under Article 8.1 or Article 8.2, respectively; or (b) when one Party is declared bankrupt or becomes the subject in the bankruptcy, liquidation or dissolution proceedings, or ceases operation, or unable to repay due indebtedness, the other Party may unilaterally terminate this Agreement by notifying such Party in writing. (c) if Seller fails to make timely delivery of or fails to deliver the Products in the agreed volume for ***, in addition to claiming a penalty according to Article 8.2.1, Buyer may also terminate this Agreement. (d) if Buyer fails to make timely payment for the Products for ***, Seller may terminate this Agreement. *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. (e) either Seller or Buyer may unilaterally terminate this Agreement. Upon the receipt of termination notice from one party by the other party, both parties shall temporarily suspend making payment, prepayment and delivery (assuming there is payment and delivery obligation at such time) and start negotiation. If the parties cannot reach an agreement, this Agreement is terminated *** after the termination notice being received by the other party. The party that unilaterally terminates this Agreement shall pay a lump-sum amount equals ***. If Buyer unilaterally terminates this Agreement in accordance with this Article 8.4.2 (e), in addition to the aforementioned damage, Seller is entitled to retain the full Prepayment and the Buyer shall make up for any shortfall in the Prepayment. If Seller unilaterally terminates this Agreement in accordance with this Article 8.4.2(e), in addition to the aforementioned damage, Seller shall refund the remaining Prepayment to Buyer. The aforementioned damages are the only liabilities to which a party is subject.

Termination and Rescission. 8.4.1 This 9.2.1 The Parties agree that this Agreement shall may be terminated upon the occurrence of or rescinded under any of the following eventscircumstances: (a1) Expiration This Agreement may be terminated or rescinded by unanimous written consent of the Term Parties; (2) The Investor shall have the right to terminate this Agreement by written notice to the other Parties hereto if, at any time prior to the Investment Commencement Date, it reasonably believes that a Material Adverse Effect has arisen, or there is conclusive evidence that the Target and/or the Controlling Shareholder will not be able to perform their respective obligations under this Agreement and any other Transaction Documents; (3) The Investor shall have the right to terminate or rescind this Agreement by written notice to the other Parties hereto if the Conditions Precedent set forth in Article 3.1 hereof are not fully fulfilled prior to the Investment Commencement Date, and the Investor does not waive certain Conditions Precedent in writing; (4) The Investor shall have the right to rescind this Agreement by written notice to the other Parties hereto, and require the breaching Party pursuant to the provisions hereof to compensate for the resulting Losses or damages it suffers, if any representations or warranties made by the Target and/or the Controlling Shareholder jointly or severally hereunder become untrue or inaccurate in a material respect, or become misleading or fraudulent, or contain any concealment; (5) If a Party commits a serious breach of its obligations under this Agreement or any other Transaction Documents, and within [***] Business Days after the breaching Party receives written notice from any non-breaching Party, such breach is not cured or remedied in a manner that is reasonably satisfactory to the non-breaching Parties, then the non-breaching Parties shall have the right to rescind this Agreement by written notice to the other Parties hereto, and require the breaching Party pursuant to the provisions hereof to compensate for the resulting Losses or damages they suffer; (6) Any of the Parties shall have the right to terminate this Agreement if any new law or regulation is enacted that makes it impossible to continue to perform this Agreement; or (b7) Termination by written agreement between the Parties. 8.4.2 This Agreement may be unilaterally terminated by a Party through written notice or rescinded pursuant to relevant provisions hereof. 9.2.2 In the event of any termination hereof, the further rights and obligations of ​ the Parties shall cease immediately upon termination, without prejudice to their rights and obligations which have accrued as at the date of such termination and to the other Party, upon the occurrence right of any of the following events: (a) the non-breaching Party may terminate this Agreement by notifying claims against the breaching Party in writing when Buyer or Seller commits a material breach under Article 8.1 or Article 8.2, respectively; or (b) when one Party is declared bankrupt or becomes for its breaches occurred prior to the subject in the bankruptcy, liquidation or dissolution proceedings, or ceases operation, or unable to repay due indebtedness, the other Party may unilaterally terminate this Agreement by notifying date of such Party in writingtermination. 9.2.3 Articles X (cFees and Taxes), XI (Liability for Breach), XII (Applicable Law and Dispute Resolution) if Seller fails to make timely delivery and XIII (Miscellaneous) hereof shall survive any termination of or fails to deliver the Products in the agreed volume for ***, in addition to claiming a penalty according to Article 8.2.1, Buyer may also terminate this Agreement. (d) if Buyer fails to make timely payment for the Products for ***, Seller may terminate this Agreement. *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. (e) either Seller or Buyer may unilaterally terminate this Agreement. Upon the receipt of termination notice from one party by the other party, both parties shall temporarily suspend making payment, prepayment and delivery (assuming there is payment and delivery obligation at such time) and start negotiation. If the parties cannot reach an agreement, this Agreement is terminated *** after the termination notice being received by the other party. The party that unilaterally terminates this Agreement shall pay a lump-sum amount equals ***. If Buyer unilaterally terminates this Agreement in accordance with this Article 8.4.2 (e), in addition to the aforementioned damage, Seller is entitled to retain the full Prepayment and the Buyer shall make up for any shortfall in the Prepayment. If Seller unilaterally terminates this Agreement in accordance with this Article 8.4.2(e), in addition to the aforementioned damage, Seller shall refund the remaining Prepayment to Buyer. The aforementioned damages are the only liabilities to which a party is subject.

Termination and Rescission. 8.4.1 14.1 This Agreement shall be terminated upon the occurrence of expire under any of the following eventscircumstances: (a) Expiration The service period specified in Confirmation of Seller’s Information annexed hereto or any other supplementary agreement (if any) expires and one Party informs to other Party do not renew the Term of service period within one month thereafter; b) The Parties have entered into a new agreement to supersede this Agreement; or; (bc) Termination by written agreement between the PartiesThe Store services available to Seller are terminated or suspended for one month. 8.4.2 This d) Unless otherwise stated hereunder, the Party that desires to terminate this Agreement may be unilaterally terminated by a Party through within the term hereof shall give written notice to the other PartyParty 15 (fifteen) working days in advance, upon so that the occurrence of any of the following events: (a) the non-breaching Party Parties may terminate this Agreement by notifying the breaching Party sign a supplementary agreement in writing when Buyer or Seller commits a material breach under Article 8.1 or Article 8.2, respectively; or (b) when one Party is declared bankrupt or becomes the subject in the bankruptcy, liquidation or dissolution proceedings, or ceases operation, or unable to repay due indebtedness, the other Party may unilaterally terminate this Agreement by notifying such Party in writing. (c) if Seller fails to make timely delivery of or fails to deliver the Products in the agreed volume for ***, in addition to claiming a penalty according to Article 8.2.1, Buyer may also terminate this Agreement. (d) if Buyer fails to make timely payment for the Products for ***, Seller may terminate this Agreement. *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. (e) either Seller or Buyer may unilaterally terminate this Agreement. Upon the receipt of termination notice from one party by the other party, both parties shall temporarily suspend making payment, prepayment and delivery (assuming there is payment and delivery obligation at such time) and start negotiation. 14.2 If the parties cannot reach an agreement, this Agreement is terminated *** for the aforesaid reasons, as TiKi has already provided human resources, material resources, technical supports and services to enable Seller to conduct its business properly after this Agreement is signed, Seller agrees that TiKi will not refund the Platform Service Fee already paid and, if the Platform Service Fee are not paid, Seller shall pay them in full. 14.3 TiKi may rescind this Agreement at its sole discretion if Seller falls under any of the following circumstances: a) Seller’s Store is out of normal operation for sixty (60) days consecutively within the service period; b) Seller violates its obligations under this Agreement or the TiKi Platform Rules and refuses to take corrective action after being notified thereof by TiKi; c) Any other circumstances set forth hereunder that entitle TiKi to rescind this Agreement at its sole discretion. 14.1 Matters subsequent to termination of this Agreement a) The Parties will cease to cooperate hereunder upon termination of this Agreement; however, provisions hereof with respect to settlement, confidentiality, liabilities, representations and warranties, business anti-bribery and dispute resolution shall survive the termination notice being received of this Agreement and the Parties shall continue to perform their rights and obligations under such provisions after termination hereof. b) Upon termination of this Agreement, TiKi will terminate Seller’s right to use its “TiKi Platform User Name” and remove or deactivate all the products of Seller from its Store, Seller will become unable to perform any operation with respect to the Store via said account and TiKi is no longer obliged to display any information on Seller’s products on the website “▇▇▇▇.▇▇”. TiKi may retain the registration information, transaction records and other data of Seller after this Agreement is terminated. Unless otherwise provided by law, TiKi is neither obligated to retain such data or forward any unread or unsent information to Seller or any third TiKifter termination of this Agreement, nor liable to Seller or any third party for termination hereof. c) The Parties shall complete the final settlement within 30 days after termination of this Agreement, including but not limited to reconciliation of financial accounts and the processing of shipments in transit. d) “Shipments in transit” refers to the products purchased by the other party. customer but not delivered before the Parties terminate this Agreement; Seller shall deliver and settle such products as per the procedure applicable prior to termination hereof. e) The party that unilaterally terminates termination of this Agreement shall pay a lumpnot relieve Seller of its responsibilities with respect to after-sum amount equals ***sales services and product warranties to its customers hereunder. If Buyer unilaterally terminates this Agreement Seller shall fulfill its responsibilities with respect to after-sales services and product warranties in accordance with this Article 8.4.2 (e), in addition to provisions of the aforementioned damage, schedules hereto regarding after-sales services. Seller is entitled to retain the full Prepayment shall be fully and the Buyer shall make up solely liable for any shortfall in personal injury or property loss sustained by TiKi or any third party due to any problems of the Prepayment. If Seller unilaterally terminates this Agreement in accordance with this Article 8.4.2(e), in addition to the aforementioned damage, Seller shall refund the remaining Prepayment to Buyer. The aforementioned damages are the only liabilities to which a party is subjectproduct quality or after-sale services of Seller.