股权转让协议中英文(3)

6.1.3 Each Transferor shall assist the Transferee and the Company to obtain all the required governmental approval and registration for the equity transfer;

各转让方应协助受让方和公司取得协议股权转让所需的全部政府批准及登记；

6.1.4 Other rights and obligations set forth in this Agreement.本协议规定的其他权利及义务。

6.2 Rights and Obligations of the Transferee受让方的权利和义务

6.2.1 The Transferee has the right to request each Transferor to assist the Transferee and the Company to obtain all the required governmental approval and registration for the equity transfer; 受让方有权要求各转让方协助受让方和公司办理协议股权转让所需的全部政府批准及登记；

6.2.2 After the registration of the Transferred Equity with the local administration of industry and commerce, the Transferee shall have all the rights to the Transferred Equity and all the derived interests, and be entitled to undertake the rights and obligations stipulated in the articles of association of the Company;

受让方有权自工商变更登记办理完毕之日起，依照中国法律、法规取得协议股权及其衍生的所有权益，享有并承担公司章程中规定的相应权利和义务；

6.2.3 The Transferee shall pay the Transfer Price in full to the Transferors on time according to the provisions of this Agreement;

受让方应按照本协议的规定按时足额向转让方支付协议股权的转让价款；

6.2.4 Other rights and obligations set forth in this Agreement. 本协议规定的其他权利及义务。

7 Amendment and Termination of the Agreement协议的变更及终止 7.1 Amendment of this Agreement协议的变更

Any amendment and supplement to this Agreement is invalid without an executed agreement between the Parties in writing.

非经各方签署并以书面形式作出，本协议的任何变更或修改均为无效。

7.2 Termination of this Agreement协议的终止

When any of the following circumstances occurs, this Agreement can be terminated with the Parties’ written consent:

发生下列情形之一时，经各方书面同意可终止本协议：

7.2.1 From the execution of this Agreement to the Closing, the applicable laws and regulations are modified or changed which substantially affect the performance of this Agreement and the Parties fail to reach an agreement to amend this Agreement;

本协议签署后至股权转让完成之前，适用的法律、法规发生修改或变化，致使实质上影响本协议的履行，且各方无法根据新的法律、法规内容就本协议的修改达成一致意见；

7.2.2 An event of force majeure occurs which renders the performance of this Agreement impossible;

发生不可抗力事件致使本协议不能履行；

7.2.3 Other circumstances in which the Parties agree to terminate this Agreement. 其他经各方一致同意终止本协议的情形。

8 Liability for Breach of Contract违约责任

8.1 The Transferee is entitled to terminate this Agreement and the Transferors shall return the Transfer Price received from the Transferee in the event that either Transferor fails to transfer the Transferred Equity pursuant to the provisions of this Agreement;

如转让方未按本协议规定向受让方转让协议股权，受让方有权解除本协议，且转让方应返回实际获得的转让价款。

8.2 The Transferors are entitled to terminate this Agreement and the Transferee shall pay for the losses and damages of the Transferors in the event that the Transferee fails to fully pay for the Transferred Equity on time pursuant to this Agreement.

如受让方未按本协议规定按时向转让方支付协议股权的全部协议价款，转让方有权解除本协议，且受让方应就转让方实际遭受的损失承担赔偿责任。

8.3 In the event that any party fails to perform its obligations after the execution of this Agreement, the party shall be regarded as breaching this Agreement. The party who breaches this Agreement shall compensate the other party for all the losses and damages due to the breach activities. 本协议签署后，任何一方未能按本协议的规定履行其在本协议项下的其他义务，或作出任何虚假的陈述或保证，亦被视为违约。违约方应赔偿因其上述违约行为对守约方造成的一切损失。

8.4 The liability for breach of this Agreement shall not be exempted due to the Closing or termination of this Agreement.

违约方应承担的违约责任不因协议股权的交割完成或本协议的终止而免除。

9 Expenses费用的负担

The Transferors and the Transferee shall each bear their own respective taxes and expenses due to the implementation of this Agreement. The taxes and expenses which are not clearly defined by the law shall be equally born by the Parties.

转让方和受让方应依法各自承担因本协议的签署和履行而产生的各项税款和费用，法律没有明确规定应由哪一方承担相应的税款和费用的，由各方平均分担。

10 Confidentiality保密

10.1 Without the other party’s prior written consent, Each Party may not disclose or divulge any information related to this Agreement, identification of the other party, or any business secrets obtained due to execution and performance of this Agreement.

未经对方事先书面同意，各方不得公开或泄漏或透露关于本协议或本协议项下交易的任何信息，亦不得透露对方的身份，以及因本协议的签署和履行而知晓的有关对方的商业秘密。

10.2 If a disclosure is explicitly required by law, any courts, arbitration tribunals or administrative authorities, such a disclosure by Each Party shall not be deemed as a violation of Article 10.1 above.

若依据法律、法院判决、仲裁裁决以及政府管理机关的决定应当披露保密信息的, 则一方对该信息的披露不应视为对上述10.1条的违反。

11 Indemnification赔偿

In consideration of the Transferors’ execution and delivery of this Agreement and selling the Transferred Equity hereunder, and in addition to all of the Transferee’s other obligations under this Agreement, the Transferee shall defend, protect, indemnify and hold harmless the Transferors, and all of their respective affiliates, employees, advisors, and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Transferor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Transferor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Transferor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Transferee in this Agreement, or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Transferee contained in this Agreement, or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Transferor Indemnitee and arising out of or resulting from the execution,

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