CITIC Cultural’s Undertaking Sample Clauses

CITIC Cultural’s Undertaking. On the assumption that the full amount of the NOP Cash Calls is paid by Beijing Multimedia to CITIC Cultural for the transfer of the entire NOP Interest on or before March, 31, 2004, for each of the first three (3) years after the Commencement Date (such three (3) year period, the “Shortfall Period”), the aggregate annual amounts of the NOP Transfers, calculated as of thirty (30) days after December 31, to Beijing Multimedia by CITIC Cultural for the year ended December 31 (the “Annual Aggregate NOP Transfers”) is expected to be at least US$20 million. During each year in the Shortfall Period, in the event that the Annual Aggregate NOP Transfers is less than US$20 million, CITIC Cultural undertakes to provide to Beijing Multimedia cash or other businesses of CITIC Cultural (subject to all relevant approvals) generating an additional amount (the “Additional Amounts”) equal to such shortfall, such that the Annual Aggregate NOP Transfers together with the Additional Amounts for the prior fiscal year shall not be less than US$20 million, within ninety (90) days after December 31 without any prior notice served by Beijing Multimedia. Notwithstanding any provision herein or elsewhere to the contrary, to the extent that the sum of the combined NOP Transfers and any Additional Amounts paid or payable to Beijing Multimedia in the aggregate during or with respect to the Shortfall Period shall exceed US$60 million, CITIC Cultural’s obligation to provide the Additional Amounts shall cease. For the avoidance of doubt, any Annual Aggregate NOP Transfer or Additional Amount hereunder shall be subject to payment or provision for Taxes, including without limitation, a 20% PRC withholding tax to which any Annual Aggregate NOP Transfer or Additional Amount currently may be subject. In the event that less than the full amount of the NOP Cash Calls paid by Beijing Multimedia to CITIC Cultural by March 31, 2004, the obligations under this Clause 8.1 shall be pro rated by the amount of the actual NOP Interest transferred on or before March, 31 2004 in relation to the total NOP Interest which would have been transferred save for the adjustments under Section 3(d).
Sample 1
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