Business Disposal. Under the terms of the Sale and Purchase Agreement, the Company shall on or before the Completion Date, dispose of all of its existing business and assets on an as-is- where-is basis without any outstanding warranties, undertakings, costs, expenses or liabilities of any kind remaining with the Group after its completion (the “Business Disposal”).
Business Disposal. The completion of the restructuring by the Company, to dispose all its existing business and assets, including but not limited to its subsidiaries, associate companies and joint ventures on an as-is-where-is bases without any outstanding warranties, undertakings, costs, expenses or liabilities of any kind remaining with the Company after such completion.
Business Disposal. (i) The Transferors hereby acknowledge and undertake that the Group Companies, the Excluded Entities and certain other parties shall proceed the Business Disposal in accordance with the Business Disposal Agreement and shall enter into an agreed formed business disposal agreement (the “Business Disposal Agreement”, any disposal of the assets and liabilities related to the Excluded Entities under the Business Disposal Agreement hereinafter referred to as the “Business Disposal”) with certain other parties on the date hereof. The Transferors shall, and the Transferors shall cause the director appointed by himself and/or herself (if any) and representatives to, vote in favor of such Business Disposal and execution of the Business Disposal Agreement in the general meeting and board of directors of the Target Company. The Transferors shall cause the Target Company to obtain approvals from the general meeting and board of directors of the Target Company in no event later than 30 days after the date hereof, in relation to (i) the First Amendment to the Articles of Association, (ii)the cancelation of the share management agreement of the Target Company, (iii) the Business Disposal and execution of the Business Disposal Agreement.
(ii) The Parties hereby agree that the Transferors shall, and the Transferors shall cause the Group Companies and the Excluded Entities to, complete the Business Disposal as soon as practicable in accordance with the Business Disposal Agreement, including but not limited to obtaining all necessary governmental, statutory, regulatory, consents, approvals, licenses, waivers or exemptions in connection with the Business Disposal, and closing of transactions contemplated under the Business Disposal.
(iii) The Parties hereby agree that the Founder shall be responsible for the costs, expense and liabilities relating to the Business Disposal and the Excluded Business. The Founder shall reimburse the Group Companies and/or the Investor the applicable costs, expenses and liabilities in accordance with the Business Disposal Agreement.
