Agreement as to Implementation Sample Clauses

Agreement as to Implementation. The Parties hereby agree to implement the transactions in this Section 1.1 in accordance with, and upon the terms and subject to the conditions of this Agreement, as follows: (a) Following the execution of this Agreement but, in the case of each of clause (vii) and (viii) below, no earlier than the Commencement Date: (i) the Pre-Migration Company shall (x) form, as a wholly-owned subsidiary, a business company incorporated in the British Virgin Islands with limited liability (“Newco”) and (y) procure the execution and delivery by Newco of a joinder to this Agreement substantially in the form attached as Exhibit A hereto, pursuant to which Newco shall agree to become a party to, to be bound by and to comply with, the provisions of this Agreement as if Newco were an original signatory to this Agreement; (ii) Newco shall adopt the Newco Memorandum and Articles of Association substantially in the form attached as Exhibit B hereto (the “Newco Memorandum and Articles of Association”) and shall make all necessary filings with the Registrar of Corporate Affairs in the British Virgin Islands to bring the Newco Memorandum and Articles of Association into force; and (iii) (if such assignment has not been effected prior to the date of this Agreement) Studio City (HK) Limited (“SCHK”) shall assign to the Pre-Migration Company one loan owed to SCHK by a subsidiary of the Pre-Migration Company in partial satisfaction of the debt owed by SCHK to the Pre-Migration Company (the “SCHK Shareholder Loan”); (iv) the Pre-Migration Company and Newco shall enter into the Hong Kong Share Purchase Agreement substantially in the form attached as Exhibit C hereto; (v) the Pre-Migration Company shall sign a share transfer to transfer the outstanding SCHK share and assign the SCHK Shareholder Loan remaining after consummation of the transaction as set out in (iii) above to Newco in consideration of a debt due from Newco to the Pre-Migration Company (the “Newco Shareholder Loan”); (vi) the Pre-Migration Company and Newco shall, promptly after the consummation of the transaction as set forth in (iii) above, submit such documents as required to the Stamp Duty Office of the Hong Kong Inland Revenue Department to be submitted for stamp duty adjudication; (vii) the Pre-Migration Company and Newco shall enter into the Transfer Agreement substantially in the form attached as Exhibit D hereto (the “Transfer Agreement,” and the transfer by the Pre-Migration Company of such assets and liabilities ...
Sample 1
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Related to Agreement as to Implementation

  • Implementation of Agreement Each Party must promptly execute all documents and do all such acts and things as is necessary or desirable to implement and give full effect to the provisions of this Agreement.

  • Implementation of the Agreement Regulations of this Agreement relating to investments who investors of one Contracting Party realized before or after the entry into force of this Agreement, with what shall apply from the moment of its entry into force, provided that such investments conducted in accordance with the laws of that Party Contracting.

  • Operation of Agreement This Agreement will be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative.

  • Certification Regarding Termination of Contract for Non-Compliance (Tex Gov. Code 552.374)

  • Structure of Agreement The Trust is entering into this Agreement solely on behalf of the Fund or Funds named herein individually and not jointly. Notwithstanding any to the contrary in this Agreement, no breach of any term of this Agreement shall create a right or obligation with respect to any series of the Trust other than the Fund; (b) under no circumstances shall the Adviser have the right to set off claims relating to the Fund by applying property of any other series of the Trust; and (c) the business and contractual relationships created by this Agreement, consideration for entering into this Agreement, and the consequences of such relationship and consideration relate solely to the Trust and the Fund.

  • Modification of Agreement This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

  • Application and Operation of Agreement Table Of Contents

  • Conduct of Business and Maintenance of Existence, etc (a) (i) Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Modifications to Agreement You acknowledge that the practice of registering and administering domain names is constantly evolving; therefore, you agree that Tucows may modify this Agreement, or any other related and/or applicable agreement, as is necessary to comply with its agreements with ICANN, a registry or any other entity or individual, as well as to adjust to changing circumstances. Your continued use of the domain name registered to you will constitute your acceptance of this Agreement with any revisions. If you do not agree to any change, you may request that your domain name registration be cancelled or transferred to a different accredited registrar. You agree that such cancellation or request for transfer will be your exclusive remedy if you do not wish to abide by any change to this Agreement, or any other related and/or applicable agreement.

  • Limitation on Services Except in cases of Emergency Services or Urgent Care, or as otherwise provided under this Certificate, services are available only from Participating Providers and HMO shall have no liability or obligation whatsoever on account of any service or benefit sought or received by a Member from any Physician, Hospital, Skilled Nursing Facility, home health care agency, or other person, entity, institution or organization unless prior arrangements are made by HMO.

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