Taxes and Fees Imposed on Providing Party But Passed On To Purchasing Party 11.4.1 Taxes and fees imposed on the providing Party, which are permitted or required to be passed on by the providing Party to its customer, shall be borne by the purchasing Party.
Refund or Payment upon Termination If this Agreement is terminated by You in accordance with Section 12.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 12.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
REASONS FOR AND BENEFITS OF THE TRANSACTION The board of directors of NWCL believes that the disposal of the Property is in line with NWCL Group’s strategy to realise its investment and secure presales at suitable opportunity given the prevailing slow-down and unfavourable market sentiment in the property market. The disposal will also enhance the working capital position of the NWCL Group. The board of directors of NWDS considers that the Framework Agreement is expected to further enhance the influence of NWDS Group in the retail market in the PRC as well as to facilitate NWDS Group to lay a solid foundation for a retail roadmap in the PRC. The directors of NWDS believe that the Framework Agreement will further enhance the business of NWDS Group and enrich the revenue stream of NWDS Group. The Framework Agreement will provide an opportunity for NWDS to increase its interests in department store business in the northeastern part of the PRC. Accordingly, the directors of NWDS believe that it is now an opportune time to proceed with the Framework Agreement which, upon completion, will further enhance the strategy of “multiple presences in a single city” in order to increase its market share and enjoy economies of scale and synergy effect within the northeastern region of the PRC. The terms of the Framework Agreement have been determined through arm’s length negotiations between the parties and reflect normal commercial terms. The directors (excluding the independent non-executive directors of NWDS whose views will be contained in the circular to be despatched by NWDS after considering the advice from the independent financial adviser) of each of NWCL and NWDS consider that the terms of the Framework Agreement are fair and reasonable and in the interests of NWCL and NWDS, respectively, and their respective shareholders as a whole. INFORMATION ON THE VENDOR The Vendor is principally engaged in the property investment, development and operation of hotels in the PRC. INFORMATION ON THE PURCHASER The Purchaser is principally engaged in the operation of department stores in the PRC. INFORMATION ON NWCL NWCL is principally engaged in property development, property related investments as well as rental and hotel operation in the PRC. INFORMATION ON NWDS NWDS is principally engaged in the operation of department stores in the PRC. LISTING RULES IMPLICATIONS As at the date of this announcement, NWD held an approximately 70% attributable interest in NWCL. Since NWDS is a subsidiary of NWD, NWDS is a connected person of NWCL and the transaction contemplated under the Framework Agreement constitutes a connected transaction of NWCL under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) is below 5%, the transaction under the Framework Agreement is subject to the reporting and announcement requirements, but exempt from the independent shareholders’ approval of NWCL under the Listing Rules. As at the date of this announcement, NWD held an approximately 72.29% attributable interest in NWDS. Since NWCL is a subsidiary of NWD, NWCL is a connected person of NWDS and the transaction contemplated under the Framework Agreement constitutes a connected transaction of NWDS under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) exceeds 5%, the transaction under the Framework Agreement is subject to the reporting and announcement requirements and the independent shareholders’ approval of NWDS under the Listing Rules. In addition, based on the applicable percentage ratios, the transaction under the Framework Agreement also constitutes a discloseable transaction of NWDS under Rule 14.08 of the Listing Rules. NWD, its associates and any shareholder of NWDS who has a material interest in the Framework Agreement will abstain from voting on the resolution to approve the Framework Agreement at the EGM.
Indemnification by Contractor (a) Contractor shall defend, indemnify and hold harmless District, its officers, directors, employees, agents, volunteers, and Affiliates and District’s Board of Education from any and all damages, costs and expenses, including attorneys’ fees, arising out of any third party claims for damages for bodily injury (including death) or for damage to real property or tangible personal property resulting from, arising out of or otherwise related to Contractor’s performance of this Agreement.
Indemnification for Certain Claims The Party providing services hereunder, its affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving company’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the content of the receiving company’s own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company’s use or reliance on the providing company’s services, actions, duties, or obligations arising out of this Agreement.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS The Group expects to generate sales income from the Sales Transactions and leasing income from the sub-leasing arrangements with third parties. The Group expects the aggregate income with exceed the leasing fees to be paid to ASIFL and the Transaction will generate positive revenue for the Group. INTERNAL CONTROL The Sales Transactions and the Leasing Transactions shall be reviewed and approved by the operational control center and the internal control department prior to the entering into of the relevant transaction agreements with ASIFL to ensure that the terms are set in compliance with the Group’s pricing policy. Following the entering into of the continuing connected transactions, the finance department and the legal and securities department will monitor the transactions to ensure that the transactions are conducted in accordance with the relevant pricing policies and the annual caps are not exceeded. The auditors and independent non- executive independent Directors of the Company will also conduct annual review of the continuing connected transactions entered into by the Group on whether the continuing connected transactions have been conducted in compliance of the pricing policies and whether the relevant annual caps have been exceeded. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, CASIC indirectly holds 29.99% of the shares in the Company through its wholly-owned subsidiary Kehua, and therefore is a substantial shareholder and connected person of the Company. CASIC and its subsidiaries together hold a 46.5% equity interest in ASIFL, consequently, ASIFL is an associate of CASIC and in turn a connected person of the Company. Therefore, the Transactions constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios set out in the Listing Rules in respect of the Transactions is higher than 5%, the Transactions are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company will seek approval from the Independent Shareholders in respect of the Framework Agreement at the forthcoming extraordinary general meeting. A circular containing, among others, details on the Framework Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, and a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders will be dispatched to shareholders on or before 10 November 2017. In view of XXXXX’s interests in the Framework Agreement, CASIC and its associates will abstain from voting to approve the Framework Agreement at the extraordinary general meeting.
SETTLEMENT OF DIFFERENCES (1) Differences arising out of the interpretation, operation and implementation of this Agreement, at any and all levels of participation, will be settled amicably through consultation between the Parties.
Compensation for Damages (1) If the Principal has disqualified the Bidder(s) from the tender process prior to the award according to Section 3, the Principal is entitled to demand and recover the damages equivalent to Xxxxxxx Money Deposit/Bid Security.
Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.
