(1) Pay for liquidation;
(2) Pay employees wages, social insurance fees and statutory compensation;
(3) Pay the tax owed;
(4) Settle the debts of the Partnership;
(5) Make distribution among all Partners in accordance with the distribution principles and procedures stipulated in Article 8.2 of this Agreement.
Item (1) to Item (3) must be settled in cash. If the cash portion is insufficient, the realization of other assets shall be added. Creditors shall be negotiated with for settlement of Item (4).
14.3.2 If the property of the Partnership is not sufficient to pay off the debts of the Partnership, Limited Partners shall be liable for the debts of the Partnership with the limit of the amount of its subscribed contributions. General Partners shall bear the unlimited joint and several liabilities for repayment to creditors.
Article 15 Liability for Breach of Contract
15.1 Liability for Breach of Contract
15.1.1 Any Partner who violates this Agreement shall bear corresponding liability for breach of contract according to law or in accordance with the terms of this Agreement.
15.1.2 If Junior Limited Partner violates the Top-up Agreement or iKang Health violates the Long-Term Acquisition Agreement, it shall be deemed as a breach of contract under this Agreement and shall bear corresponding liability for breach of contract.
15.1.3 Unless otherwise stipulated in this Agreement, any Partner who fails to make contributions within the agreed period of time shall be liable in accordance with Article 3.3.
15.1.4 If any party breaches the Agreement, causing that the Agreement cannot be performed or cannot be fully performed, the party in breach shall assume the liability for breach of contract; in the event of multiple Parties breaching the Agreement, each party shall bear the respective liability for breach of contract according to the actual situation.
Article 16 Applicable Law and Dispute Resolution
16.1 Applicable Law
16.1.1 This Agreement shall be governed by the laws of the Peoples Republic of China (excluding Hong Kong, Macau and Taiwan).
16.2 Dispute Resolution
16.2.1 All disputes arising from this Agreement and related to this Agreement shall first be settled by the Parties through friendly negotiation. If the negotiation fails, either party may file a lawsuit with the peoples court that has jurisdiction in Nanchang, Jiangxi, where the Agreement is signed. All costs related to litigation, including but not limited to litigation fees, enforcement fees and attorney fees, shall be borne by the losing party, unless otherwise provided in the courts judgment.