Consideration; Terms and Conditions. The consideration for granting the Permanent Utility Easement and the Temporary Construction Easement described herein include any benefits to be derived by the County’s Property from the Infrastructure and the City’s performance and compliance with all of the terms and conditions of this Agreement.
Consideration; Terms and Conditions. If the Closing does not occur on or before the Termination Date, so long as the Vendor has not breached any of its representations and warranties in the Stock Purchase Agreement, that individually or in the aggregate, constitute a material adverse consequence, or covenants contained in the Stock Purchase Agreement in any material respect, the Deposit and a portion of the First Milestone Payment in the amount of US$16,250,000 (equivalent to approximately HK$126,750,000) will be non-refundable and remain with the Vendor. If the Closing Date does not occur on or before the Termination Date, or the Stock Purchase Agreement is terminated due to a breach of any of the Vendor’s representations and warranties in the Stock Purchase Agreement, that individually or in the aggregate, constitute a material adverse consequence, or covenants contained in the Stock Purchase Agreement in any material respect, by the Vendor, a portion of First Milestone Payment in the amount of US$32,500,000 (equivalent to approximately HK$253,500,000) and the Second Milestone Payment will be refunded to the Purchaser. For the avoidance of doubt, (i) all money paid or to be paid by the Purchaser to the Vendor (including the Deposit, the First Milestone Payment and the Second Milestone Payment), if not applied to reduce the Base Consideration, shall be refundable to the Purchaser, at the Purchaser’s option, if the Vendor breaches any of its representations and warranties that individually or in the aggregate, constitute a material adverse consequence, or covenants contained in the Stock Purchase Agreement in any material respect and (ii) for the purpose of the Consideration Terms and Conditions, subject to Purchaser’s obligation to reimburse certain expenses, the Vendor’s failure to reasonably cooperate with and assist the Purchaser in the preparation and delivery of the Vendor’s and the Target Company’s interim financials shall constitute a material breach of the covenants contained in the Stock Purchase Agreement. The Deposit was paid with the net proceeds from the Listing. The balance of the Base Consideration will be funded partly by the net proceeds from the Listing and partly by the internal resources of the Group. The Base Consideration provisions and payment provisions were arrived at after arm’s length negotiations between the Vendor and the Purchaser on normal commercial terms principally with reference to the prospects of the Target Group’s businesses and the potential synergies b...
