YOU On Demand Holdings, Inc.: Exhibit 10.8 - Filed by newsfilecorp.com






Execution Copy

MANAGEMENT SERVICES AGREEMENT 

This MANAGEMENT SERVICES AGREEMENT (“Agreement”)
is entered into as of April 6, 2016 (the “Effective Date”), by and
between the following (each a “Party” and together the
“Parties”): 

	 	(i) 	
      Party A: Tianjin Sevenstarflix Network
      Technology Limited, a limited liability company incorporated under the
      laws of the PRC, with its registered address at Suite 305-55, 3/F, Zonghe
      Service Building D, Nangang Industrial Zone of Tianjin Economic
      Development Zone, Tianjin, PRC; and

	 	 	 
	 	(ii) 	
      Party B: YOU On Demand (Asia) Limited, a
      company limited by shares incorporated under the laws of Hong
  Kong.



RECITALS 

This Agreement is entered into with reference to the following
facts: 

A. Party A is a limited liability
company incorporated under the laws of the People’s Republic of China. Party A
is 99% owned by YANG Lan and 1% owned by ZHU Yun (collectively, the
“Nominee Shareholders”). Party A is engaged in business activities
that are not prohibited by law or applicable regulations in the People’s
Republic of China (together with any expansion, contraction or other change to
the scope of that business as contemplated by this Agreement, the
“Business”). 

B. Party B is a limited liability
company incorporated under the laws of Hong Kong. Party B is 100% owned by China
Broadband, Ltd., a Cayman Islands company, and Party B has executive and
financial management experience and capability relevant to the Business. 

C. Party A desires to engage
Party B to provide management, financial and other services in connection with
the operation of the Business, and Party B desires to provide those services to
Party A. The Parties now desire to memorialize the terms and conditions pursuant
to which those services will be provided by Party B to Party A, and pursuant to
which Party A will compensate Party B therefor. 

NOW, THEREFORE, in consideration for the mutual
covenants and promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
Parties, and through friendly consultation, under the principle of equality and
mutual benefits, in accordance with the relevant laws and regulations of the
People’s Republic of China, the Parties agree as follows: 

AGREEMENT 

1. Management
Services. During the Term of this Agreement, Party B will identify and
provide to Party A executive and financial management personnel in sufficient
numbers and with expertise and experience appropriate to provide the services
identified in Appendix A, as it may be amended from time to time by
written agreement of the Parties (the “Management Services”), and
will provide those Services to Party A. Party A will take all commercially
reasonable actions to permit and facilitate the provision of the Management
Services by Party B and accept those Services. 

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2. Compensation to Party
B. As compensation for providing the Management Services, Party B will
be entitled to receive a fee (the “Management Services Fee”), upon
demand, equal to one hundred percent (100%) of the annual Net Profit of Party A
during the Term of this Agreement. At the sole discretion of Party B, the Net
Profit of Party A shall be calculated through the end of the immediately
preceding fiscal year of Party A, and paid by Party A to Party B within sixty
(60) days of demand therefor. Until and unless such demand is made, the
Management Services Fee is not due and payable to Party A and it is the intent
of the Parties that the income such Fee represents shall not be accrued by Party
A. Any dispute between the Parties concerning any calculation or payment under
this Section 2 will be resolved pursuant to the dispute resolution
provisions of Section 15. 

For the purpose of this
agreement, Net Profit means the net profit of Party A for the period immediately
preceding the date for calculation of Net Profit set out in the Agreement,
calculated as follows: (a) all revenue or income accrued by Party A, less (b)
all costs, accrued expenses and taxes paid or accrued and payable.

3. Ad Hoc Payment.
The Parties acknowledge that in order to provide the Management Services under
this Agreement, Party B may incur expenses and costs from time to time, and the
Parties further agree that Party B may request an ad hoc payment every calendar
quarter and such payment may be credited against Party A’s future payment
obligations of the Management Services Fee. 

4. Credit for Amounts Paid
Under Other Agreements. Party B and Party A are or may be parties to
certain other agreements, such as the Technical Service Agreement, some or all
of which may require certain payments to be made by Party A to affiliates and/or
designee of Party B in consideration for services, equipment or other items of
value provided by affiliates and/or designee of Party B. The Parties agree that
any and all such amounts may be (a) separately paid by Party A and accordingly
counted as expenses of Party A, reducing Party A’s Net Profit; or (b) included
in the aggregate Net Profit of Party A and not separately paid to Party B. 

5. Interest
Penalty. If any amounts due and payable under this Agreement are not
paid when due, interest will accumulate on such amounts at the rate of four
percent (4%) per annum until paid. This interest penalty may be reduced or
waived by the Party entitled to receive it in light of actual circumstances,
including the reason for any delay in payment. 

6. Guarantees. To
the extent and only to the extent permitted by applicable law, each Party agrees
to act as a guarantor of the indebtedness of the other, as and only as follows:


	 	(a) 	
      Party A will not incur any indebtedness to any Person not
      a party to this Agreement without the advance written consent of Party B
      in the exercise of its obligations to provide comprehensive Management
      Services under this Agreement.

	 	 	 
	 	(b) 	
      Party B may, in the exercise of its reasonable business
      judgment, incur indebtedness to any Person not a party to this Agreement,
      provided that any such indebtedness may only be in connection with the
      Business. If Party B incurs any indebtedness as contemplated by this
      Section 6(b), Party A will act as a guarantor of that
  indebtedness.



7. Exclusivity.
During the Term of this Agreement, (a) Party A will not contract with any other
Person to provide services which are the same or similar to the Management
Services. For purposes of this Section 7 only, “Person” does not include any
Affiliate of either Party, including other entities that may become affiliated
with either Party. 

8. Operation of Business. During the Term of this
Agreement:

	 	(a) 	
      The Party A will ensure that:

	 	 	 	 
	 		(i) 	
      the business of Party A, together with all business
      opportunities presented to or which become available to Party A, will be
      treated as part of the Business covered by the Management Services and
      this Agreement;



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	 	(ii) 	
      all cash of Party A will be maintained in Company Bank
      Accounts or disposed of in accordance with this Agreement;

	 	 	 
	 	(iii) 	
      all business income, working capital, recovered accounts
      receivable, and any other funds which come into the possession of Party A
      or are derived from or related to the operation of the business of Party
      A, are deposited into a Company Bank Account;

	 	 	 
	 	(iv) 	
      all accounts payable, employee compensation and other
      employment-related expenses, and any payments in connection with the
      acquisition of any assets for the benefit of Party A or the satisfaction
      of any liabilities of Party A, are paid from amounts maintained in Company
      Bank Accounts;

	 	 	 
	 	(v) 	
      Party B or any third party designated by Party B will
      have full access to the financial records of Party A and from time to
      time, Party B may request, at its sole option, to conduct an auditing with
      regard to the financial status of Party A;

	 	 	 
	 	(vi) 	
      no action is taken without the prior written consent of
      Party B that that would have the effect of entrusting all or any part of
      the business of Party A to any other Person.




	 	(b) 	
      Party B will ensure that:

	 	 	 	 
	 		(i) 	
      it exercises with respect to the conduct of the Business
      the same level of care it exercises with respect to the operation of its
      own business and will at all times act in accordance with its Reasonable
      Business Judgment, including taking no action which it knows, or in the
      exercise of its Reasonable Business Judgment should have known, would
      materially adversely affect the status of any of permits, licenses and
      approvals necessary for the conduct of the Business or constitute a
      violation of all Legal Requirements;

	 	 	 	 
	 		(ii) 	
      neither it, nor any of its agents or representatives,
      takes any action that interferes with, or has the effect of interfering
      with, the operation of the Business in accordance with this Agreement, or
      which materially adversely affects its assets, operations, business or
      prospects;

	 	 	 	 
	 		(iii) 	
      use its Best Efforts to cooperate and assist Party A to
      maintain in effect all permits, licenses and other authorizations and
      approvals necessary or appropriate to the conduct of the Business;
    and

	 	 	 	 
	 		(iv) 	
      subject to the provisions of Section 10 relating
      to the Transition period, it will preserve intact the business and
      operations of Party A and take no action which it knows, or in the
      exercise of its Reasonable Business Judgment should have known, would
      materially adversely affect the business, operations, or prospects of
      Party A.



9. Material
Actions. The Parties acknowledge and agree that the economic risk of the
operation of the Business is being substantially assumed by Party A and that the
continued business success of Party A is necessary to permit the Parties to
realize the benefits of this Agreement. During the Term of this Agreement, the
Parties therefore will ensure that Party A does not take any Material Action
without the advance written consent of Party B, which consent will not be
unreasonably withheld or delayed. 

10. Transition of Business
to Party B; Future Expansion. At the sole discretion of Party B, during
the Term of this Agreement, Party B may transfer or cause to be transferred from
Party A to Party B or its designee (referred to collectively for purposes of
this Section 10 as “Party B”) any part or all of the business, personnel, assets
and operations of Party A which may be lawfully conducted, employed, owned or
operated by Party B (the “Transition”), including any of the following: 

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	 	(a) 	
      business opportunities presented to, or available to
      Party A may be pursued and contracted for in the name of Party B rather
      than Party A, and at its discretion Party B may employ the resources of
      Party A to secure such opportunities;

	 	 	 
	 	(b) 	
      any tangible or intangible property of Party A, any
      contractual rights, any personnel, and any other items or things of value
      held by Party A may be transferred to Party B at book value;

	 	 	 
	 	(c) 	
      real property, personal or intangible property,
      personnel, services, equipment, supplies and any other items useful for
      the conduct of the Business may be obtained by Party B by acquisition,
      lease, license or otherwise, and made available to Party A on terms to be
      determined by agreement between Party B and Party A;

	 	 	 
	 	(d) 	
      contracts entered into in the name of Party A may be
      transferred to Party B, or the work under such contracts may be
      subcontracted, in whole or in part, to Party B, on terms to be determined
      by agreement between Party B and Party A; and

	 	 	 
	 	(e) 	
      any changes to, or any expansion or contraction of, the
      Business may be carried out in the exercise of the sole discretion of
      Party B, and in the name of and at the expense of, Party
  B;



provided, however, that none of the foregoing, and no
other part of the Transition may cause or have the effect of terminating
(without being substantially replaced under the name of Party B) or adversely
affecting any license, permit or regulatory status of Party A. Any of the
activity contemplated by this Section10 will be deemed part of the “Business.”


11. Ownership of
Intellectual Property. All Intellectual Property created by Party B in
the course of providing the Management Services will be the sole property of
Party B and Party A will have no right to any ownership or use of such
Intellectual Property except under separate written agreement with Party B. 

12. Representations and
Warranties of Party A. Party A hereby makes the following
representations and warranties for the benefit of Party B: 

	 	(a) 	
      Corporate Existence and Power. Party A is a
      limited liability company duly organized and validly existing under the
      laws of the PRC, and has all legal or corporate power and all governmental
      licenses, authorizations, consents and approvals required to carry on its
      business as now conducted and as currently contemplated to be conducted.
      Party A has never approved, or commenced any proceeding or made any
      election contemplating, the dissolution or liquidation of Party A or the
      winding up or cessation of the business or affairs of Party A.

	 	 	 
	 	(b) 	
      Authorization; No Consent. Party A (i) has
      taken all necessary corporate and other actions to authorize its
      execution, delivery and performance of this Agreement and all related
      documents and has the corporate and other power and authorization to
      execute, deliver and perform this Agreement and the other related
      documents; (ii) has the absolute and unrestricted right, power, authority,
      and capacity to execute and deliver this Agreement and the other related
      documents and to perform its obligations under this Agreement and the
      other related documents; (iii) is not required to give any notice to or
      obtain any Consent from any Person in connection with the execution and
      delivery of this Agreement or the consummation or performance of any of
      the transactions or actions contemplated by any of the Business
      Cooperation Agreements, except for any notices that have been duly given
      or Consents that have been duly obtained; and (iv) holds all the
      governmental authorizations necessary to permit it to lawfully conduct and
      operate its business in the manner it currently conducts and operates such
      business and to permit Party A to own and use its assets in the manner in
      which it currently owns and uses such assets. To the best knowledge of
      Party A, there is no basis for any governmental authority to withdraw,
      cancel or cease in any manner any of such governmental
    authorizations.

	 	 	 
	 	(c) 	
      No Conflicts. The execution and perform of
      this Agreement by Party A will not contravene, conflict with, or result in
      violation of (i) any provision of the organizational documents of Party A;
      (ii) resolution adopted by the board of directors or the equity holders of Party A; and
(iii) any laws and regulations to which Party A or the transactions and
relationships contemplated in this Agreement. 



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13. Representations and
Warranties of Party B. Party B hereby makes the following
representations and warranties for the benefit of Party A: 

	 	(a) 	
      Corporate Existence and Power. Party B (i)
      is a limited liability company duly organized and validly existing under
      the laws of Hong Kong, and has all corporate power and all governmental
      licenses, authorizations, consents and approvals required to carry on its
      business as now conducted and as currently contemplated to be conducted;
      and (ii) has not ever approved, or commenced any proceeding or made any
      election contemplating, the dissolution or liquidation of Party B or the
      winding up or cessation of the business or affairs of Party B.

	 	 	 
	 	(b) 	
      Authorization; No Consent. Party B (i) has
      taken all necessary corporate actions to authorize its execution, delivery
      and performance of this Agreement and all related documents and has the
      corporate power and authorization to execute, deliver and perform this
      Agreement and the other related documents; (ii) has the absolute and
      unrestricted right, power, authority, and capacity to execute and deliver
      this Agreement and the other related documents and to perform its
      obligations under this Agreement and the other related documents; (iii) is
      not required to give any notice to or obtain any Consent from any Person
      in connection with the execution and delivery of this Agreement or the
      consummation or performance of any of the Business Cooperation Agreements,
      except for any notices that have been duly given or Consents that have
      been duly obtained; and (iv) has all the governmental authorizations
      necessary to permit Party B to lawfully conduct and operate its business
      in the manner it currently conducts and operates such business and to
      permit Party B to own and use its assets in the manner in which it
      currently owns and uses such assets. To the best knowledge of Party B,
      there is no basis for any governmental authority to withdraw, cancel or
      cease in any manner any of such governmental authorizations.

	 	 	 
	 	(c) 	
      No Conflicts. The execution and perform of
      this Agreement by Party B will not contravene, conflict with, or result in
      violation of (i) any provision of the organizational documents of Party B;
      (ii) any resolution adopted by the board of directors or the equity
      holders of Party B; and (iii) any laws and regulations to which Party B or
      the transactions and relationships contemplated in this Agreement and the
      Business Cooperation Agreements are subject.



14. Liability for Breach;
Indemnification and Hold Harmless. Each of the Parties will be liable to
the other Party for any damage or loss caused by such Party’s breach of this
Agreement. Party A will indemnify and hold harmless Party B from and against any
claims, losses or damages unless caused by a breach by Party B of its
obligations under this Agreement or by the willful, reckless or illegal conduct
of Party B. Party B will indemnify and hold harmless Party A from and against
any claims, losses or damages caused by any breach by Party A of its obligations
under this Agreement or by the willful, reckless or illegal conduct of Party A.


15. Dispute Resolution. 

	 	(a) 	
      Friendly Consultations. Any and all
      disputes, controversies or claims arising out of or relating to the
      interpretation or implementation of this Agreement, or the breach hereof
      or relationships created hereby, will be settled through friendly
      consultations.

	 	 	 
	 	(b) 	
      Arbitration. If any such dispute is not
      resolved through friendly consultations within sixty (60) days from the
      date a Party gives the other Parties written notice of a dispute, then it
      will be resolved exclusively by arbitration under the auspices of and in
      accordance with the Arbitration Rules of China International Economic and
      Trade Arbitration Commission (“CIETAC”) and will be submitted to CIETAC
      Shanghai Branch. Any arbitration will be heard before three (3)
      arbitrators, one (1) of whom will be appointed by Party B, one (1) of whom
      will be appointed by Party A, and the remaining one (1) arbitrator
      (chairman of the arbitration tribunal) will be appointed by the Director
      of CIETAC. Any arbitration will be conducted in both the English and
      Chinese languages. The arbitration award will be final and binding on both
      Parties and will not be subject to any appeal, and the Parties agree to be
      bound thereby and to act accordingly.



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	 	(c) 	
      Continuation of Agreement. It is not
      necessary for any Party to declare a breach of this Agreement in order to
      proceed with the dispute resolution process set out in this Section
      15. Unless and until this Agreement is terminated pursuant to
      Section 16, this Agreement will continue in effect during the
      pendency of any discussions or arbitration under this Section
      15.



16. Term. This
Agreement is effective as of the date first set forth above, and will continue
in effect for a period of twenty (20) years (the “Initial Term”),
and for succeeding periods of the same duration (each, “Subsequent
Term”), until terminated by one of the following means either during the
Initial Term or thereafter. The period during which this Agreement is effective
is referred to as the “Term.” 

	 	(a) 	
      Mutual Consent. This Agreement may be
      terminated at any time by the mutual consent of the Parties, evidenced by
      an agreement in writing signed by both Parties.

	 	 	 
	 	(b) 	
      Termination by Party B. This Agreement may
      be terminated by Party B ((i) upon written notice delivered to Party A no
      later than ten (10) calendar days before the expiration of the Initial
      Term or any Subsequent Term; or (ii) at any time by upon ninety (90)
      calendar days’ written notice delivered to Party A.

	 	 	 
	 	(c) 	
      Breach or Insolvency. Either of Party A or
      Party B may terminate this Agreement immediately (a) upon the material
      breach by the other of its obligations hereunder and the failure of such
      Party to cure such breach within thirty (30) working days after written
      notice from the non-breaching Party; or (b) upon the filing of a voluntary
      or involuntary petition in bankruptcy by the other or of which the other
      is the subject, or the insolvency of the other, or the commencement of any
      proceedings placing the other in receivership, or of any assignment by the
      other for the benefit of creditors.

	 	 	 
	 	(d) 	
      Consequences of Termination. Upon any
      effective date of any termination of this Agreement: (i) Party B will
      instruct all management personnel identified or provided by it to Party A
      to cease working for Party A; (ii) Party B will deliver to Party A all
      chops and seals of Party A; (iii) Party B will deliver to Party A, or
      grant to Party A unrestricted access to and control of, all of the
      financial and other books and records of Party A, including any and all
      permits, licenses, certificates and other proprietary and operational
      documents and instruments; (iv) Party B will cooperate fully in the
      replacement of any signatories or persons authorized to act on behalf of
      Party A with persons appointed by Party A; and (v) any licenses granted by
      Party B to Party A during the Term will terminate unless otherwise agreed
      by the Parties.

	 	 	 
	 	(e) 	
      Survival. The provisions of Section 14
      (Indemnification; Hold Harmless), Section 15 (Dispute
      Resolution), Section 16(d) (Consequences of Termination) and
      Section 17 (Miscellaneous) will survive any termination of this
      Agreement. Any amounts owing from any Party to any other Party on the
      effective date of any termination under the terms of this Agreement will
      continue to be due and owing despite such
termination.



17. Miscellaneous. 

	 	(a) 	
      Headings and Gender. The headings of
      Sections in this Agreement are provided for convenience only and will not
      affect its construction or interpretation. All references to “Section” or
      “Sections” refer to the corresponding Section or Sections of this
      Agreement. All words used in this Agreement will be construed to be of
      such gender or number as the circumstances require. Unless otherwise
      expressly provided, the word “including” does not limit the preceding
      words or terms.

	 	 	 
	 	(b) 	
      Usage. The words “include” and “including”
      will be read to include “without limitation.”

	 	 	 
	 	(c) 	
      Severability. Whenever possible each
      provision and term of this Agreement will be interpreted in a manner to be
      effective and valid but if any provision or term of this Agreement is held
      to be prohibited by or invalid, then such provision or term will be
      ineffective only to the extent of such prohibition or invalidity, without
      invalidating or affecting in any manner whatsoever the remainder of such
      provision or term or the remaining provisions or terms of this Agreement.
      If any of the covenants set forth in this Agreement are held to be
      unreasonable, arbitrary, or against public policy, such covenants will be
      considered divisible with respect to scope, time and geographic area, and in such
lesser scope, time and geographic area, will be effective, binding and
enforceable against the Parties. 



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	 	(d) 	
      Waiver. No failure or delay by any Party to
      exercise any right, power or remedy under this Agreement will operate as a
      waiver of any such right, power or remedy.

	 	 	 
	 	(e) 	
      Integration. This Agreement supersede any
      and all prior discussions and agreements (written or oral) between the
      Parties with respect to cooperation arrangement and other matters
      contained herein.

	 	 	 
	 	(f) 	
      Assignments, Successors, and No Third-Party
      Rights. No Party may assign any of its rights under this Agreement
      without the prior consent of the other Parties, which will not be
      unreasonably withheld. Nothing expressed or referred to in this Agreement
      will be construed to give any Person other than the Parties to this
      Agreement any legal or equitable right, remedy, or claim under or with
      respect to this Agreement or any provision of this Agreement. This
      Agreement and all of its provisions and conditions are for the sole and
      exclusive benefit of the Parties to this Agreement and their successors
      and assigns.

	 	 	 
	 	(g) 	
      Notices. All notices, requests, demands,
      claims, and other communications under this Agreement will be in writing.
      Any Party may send any notice, request, demand, claim, or other
      communication under this Agreement to the intended recipient at the
      address set forth on the signature page of this Agreement by any means
      (including personal delivery, expedited courier, messenger service,
      telecopy, telex, ordinary mail, or electronic mail), but no such notice,
      request, demand, claim, or other communication will be deemed to have been
      duly given unless and until it actually is received by the intended
      recipient. Refusal by a Party to accept notice that is validly given under
      this Agreement will be deemed to have been received by such Party upon
      receipt. Any Party may change the address to which notices, requests,
      demands, claims, and other communications under this Agreement are to be
      delivered by giving the other Parties notice in the manner herein set
      forth. Any notice, request, demand, claim, or other communication under
      this Agreement will be addressed to the intended recipient as set forth on
      the signature page hereto.

	 	 	 
	 	(h) 	
      Further Assurances. Each of the Parties
      will use its best efforts to take all action and to do all things
      necessary, proper, or advisable in order to consummate and make effective
      the transactions contemplated by this Agreement.

	 	 	 
	 	(i) 	
      Governing Law. This Agreement will be
      construed, and the rights and obligations under this Agreement determined,
      in accordance with the laws of the PRC, without regard to the principles
      of conflict of laws thereunder.

	 	 	 
	 	(j) 	
      Amendment. This Agreement may not be
      amended, altered or modified except by a subsequent written document
      signed by all Parties.

	 	 	 
	 	(k) 	
      Counterparts. This Agreement may be
      executed in any number of counterparts. When each Party has signed and
      delivered to the other Party at least one such counterpart, each of the
      counterparts will constitute one and the same
instrument.



[Signature Page Follows] 

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IN WITNESS WHEROF, the Parties hereto have executed this
Management Services Agreement as of the date first above written.

Tianjin Sevenstarflix Network Technology
Limited
(Company Seal)


	Signature: 	/s/
      Zhu Yun 
	Name: 	Zhu Yun 
	Title: 	Legal Representative 



For and on behalf of
YOU On Demand (Asia)
Limited


	Signature: 	/s/
      Wang Pao Yun 
	Name: 	Wang Pao Yun 
	Title: 	Authorized Representative




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APPENDIX A 

Management Services 

For purposes of that certain Management Services Agreement to
which this is Appendix A, “Management Services” means the
following: 

General Management Services 

“Management Services” includes the following general management
services relating to the operation of the Business, except for those
compulsively limited or prohibited by PRC laws and regulations otherwise: 

(a) All aspects of the day-to-day
operations of Party A, including its relationships with its customers, its
performance under agreements or other arrangements with any other parties, its
compliance with applicable laws and regulations; 

(b) The appointment, hiring,
compensation (including any bonuses, non-monetary compensation, fringe and other
benefits, and equity-based compensation), firing and discipline of all
employees, consultants, agents and other representatives of Party A, including
the Executive Director or the Board of Directors of Party A and all other
executive officers or employees of Party A; 

(c) Establishment, maintenance,
termination or elimination of any plan or other arrangement for the benefit of
any employees, consultants, agents, representatives or other personnel of Party
A; 

(d) Management, control and
authority over all accounts receivable, accounts payable and all funds and
investments of Party A; 

(e) Management, control and
authority over Party A Bank Accounts, in connection with which all seals and
signatures will be those of personnel appointed and confirmed by Party B; 

(f) Any expenditure, including any capital expenditure, of
Party A; 

(g) The entry into, amendment or
modification, or termination of any contract, agreement and/or other arrangement
to which Party A is, was, or would become a party; 

(h) The acquisition, lease or
license by Party A of any assets, supplies, real or per- sonal property, or
intellectual or other intangible property; 

(i) The acquisition of or entry into any joint venture or other
arrangement by Party A with any other Person; 

(j) Any borrowing or assumption
by Party A of any liability or obligation of any nature, or the subjection of
any asset of Party A to any Lien; 

(k) Any sale, lease, license,
retirement or other disposition of any asset owned, beneficially owned or
controlled by Party A; 

(l) Applying for, renewing, and
taking any action to maintain in effect, any permits, licenses or other
authorizations and approvals necessary for the operation of Party A’s business;


(m) The commencement, prosecution
or settlement by Party A of any litigation or other dispute with any other
Person, through mediation, arbitration, lawsuit or appeal; 

(n) The declaration or payment of any dividend or other
distribution of profits of 

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(o) The preparation and filing of
all Tax Returns, the payment or settlement of any and all Taxes, and the conduct
of any proceedings with any Governmental Authority with respect to any Taxes;
and 

(p) The carrying out of the
Transition, as defined in Section 10, and any business or corporate
restructuring of Party A or its subsidiaries. 

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