BRIGHTEST RESOURCES Sample Clauses

BRIGHTEST RESOURCES. LIMITED Subscription Agreement relating to the convertible notes issued by CARLING TECHNOLOGY LIMITED in the aggregate principal amount of USD25,000,000.00 Sidley Austin Level 39, Two International Finance Centre, 0 Xxxxxxx Xxxxxx, Xxxxxxx Xxxx Xxxx Tel: (000) 0000 0000 Fax: (000) 0000 0000 Ref.: CHC/EH/MLAM/PLAM/32506-10020 TABLE OF CONTENTS Page 1. Interpretation 2 2. Issue of and Subscription for the Notes 7 3. Conditions Precedent 7 4. Completion 9 5. Representations, Warranties and Undertakings 9 6. Undertakings 10 6A. Guarantee 14 7. Announcement 15 8. Notices 15 9. Costs and Expenses 17 10. Termination 17 11. Miscellaneous 17 12. Governing Law 18 12A. Resolutions of Disputes 18 13. Counterparts 19 Schedule 1 Particulars of Group Companies 20 Schedule 2 Form of Conversion Notice 27 Schedule 3 Form of Convertible Note 28 Schedule 4 Completion Requirements 41 Schedule 5 Part I Representations and Warranties by the Warrantors 43 Part II Representation and Warranties by the Subscribers 49 Schedule 6 Restrictions and Limitations of Liabilities 50 Schedule 7 Annual Information Statement 52 Schedule 8 List of Subscribers and their Subscription Amounts 53 Schedule 9 Investors’ Rights Agreement 54 Execution THIS AGREEMENT is made on the 19th day of January, 2006. BETWEEN:
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BRIGHTEST RESOURCES. LIMITED, (Company Number: 675879), a company incorporated in the British Virgin Islands and having its registered office situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Brightest Resources”, together with Joywin and Profit Faith are known as the “Guarantors”).

Related to BRIGHTEST RESOURCES

  • Alex Xxxxx shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out their obligations under this Agreement;

  • HORIZONR Gateway HORIZONR Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZONR Accounting System which may be viewed or printed at the customer’s location; (ii) extract and download data from the Multicurrency HORIZONR Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash.

  • Capital Resources Parent has sufficient cash to pay the aggregate Merger Consideration.

  • Program Management (WBS 1.1) All components of the Project Management Plan as implemented for the Base Contract and Options 1-4 will be reviewed and amended to reflect specific needs for Option 5 and the outcome of continuous process improvement evaluations.

  • Contract Management (a) Atlantic will appoint one individual with sufficient seniority, experience and authority to oversee the Atlantic's performance under this Agreement (the Atlantic "Contract Manager") and, for periods when any Contract Manager is absent due to illness or vacation, a deputy for him or her, who will be the primary point of contact for the Executive Officers. One of the Trust's trustees, PEO, PFO, or such other Person designated by the Board from time to time, shall be the Trust's "Contract Manager". The Contract Managers for each Party shall be responsible for the overall management of this Agreement. Subject to and as contemplated by this Agreement, the Contract Managers or their deputies will have the authority and be given the primary responsibility to:

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Infrastructure (a) The Borrower has and will maintain a sufficient infrastructure to conduct its business as presently conducted and as contemplated to be conducted following its execution of this Agreement.

  • Resources The Manager has the financial and other resources available to it necessary for the performance of its services and obligations as contemplated hereby and in the Management Agreement, the Registration Statement, the General Disclosure Package and the Prospectus.

  • Project Management With respect to each Project Plan, each party will appoint a project manager who will be the party responsible for overseeing the Project Plan.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

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