Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 Limited and its successors, assigns and attorneys (collectively the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of New Kowloon Inland Lot No.6532 and the buildings thereon known as “[****]” (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:- (a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [insert memorial number of this Deed](the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof; (b) the Covenanting Purchaser hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Owners; (c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights; (d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant); (e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and (f) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
Appears in 2 contracts
Samples: Deed of Mutual Covenant and Management Agreement, Deed of Mutual Covenant and Management Agreement
Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 each of China Step Corporation Limited and its Owners (as defined in a Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No.[insert memorial no. here] (the “Deed of Mutual Covenant”)) on whom rights are conferred by Clause 5.2 and Schedule 7 of the Deed of Mutual Covenant and their respective successors, assigns and attorneys (collectively referred to as the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of New Kowloon Inland Xxx Xx.0000, Xxxxxxx Xxxxxx Xxx Xx.0000 and The Remaining Portion of Kowloon Inland Lot No.6532 No.1329 and the buildings thereon known as “[****]” ] (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [insert memorial number of this Deed](the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 6, Clause 5.2 and Schedule 7 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Ownersa person lawfully entitled to exercise them;
(c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(f) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
Appears in 1 contract
Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 each of Full Well Engineering Limited and its Owners (as defined in a Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No.[insert memorial no. here] (the “Deed of Mutual Covenant”)) on whom rights are conferred by Clause 5.2 and Schedule 7 of the Deed of Mutual Covenant and their respective successors, assigns and attorneys (collectively referred to as the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of New Kowloon Inland Lot No.6532 No.1064, New Kowloon Inland Lot No.325, New Kowloon Inland Lot No.415, New Kowloon Inland Lot No.274, New Kowloon Inland Lot No.410 and New Kowloon Inland Lot No.411 and the buildings thereon known as “[****]” AVA 228 (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [insert memorial number of this Deed](the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 6, Clause 5.2 and Schedule 7 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Ownersa person lawfully entitled to exercise them;
(c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(f) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
Appears in 1 contract
Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 each of Century Basis Limited ( 世 紀 基 業 有 限 公 司 ) and its the Owner (as defined in a Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No.[note: insert memorial no. of this Deed] (the “Deed of Mutual Covenant”)) on whom rights are conferred by Clause 5.2 and Schedule 7 of the Deed of Mutual Covenant and their respective successors, assigns and attorneys (collectively referred to as the “Relevant OwnersOwners ” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting PurchaserCovenantor”) and shall enure for the benefit of New Kowloon Inland Lot No.6532 No.6566 and the buildings thereon known as “[****]” K.Summit ( 嘉 峯 匯 )”, 0 Xxx Xxx Xxxxxx, Xxxxxxx, Xxxx Xxxx (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [insert memorial number of this Deed](the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser Covenantor hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 6 and Clause 5.2 and Schedule 7 of the Deed of Mutual Covenant (collectively, the “Additional RightsRights ” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Ownersa person lawfully entitled to exercise them;
(c) the Covenanting Purchaser Covenantor hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser Covenantor hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser Covenantor shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser Covenantor will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(f) in the event of the Covenanting Purchaser Covenantor selling or otherwise disposing of the Property, the Covenanting Purchaser Covenantor shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser Covenantor complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser Covenantor shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser Covenantor shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
Appears in 1 contract
Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 each of Ever World Limited and its Owners (as defined in a Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [insert memorial no. of this Deed] (the “Deed of Mutual Covenant”)) on whom rights are conferred by Clause 5.2 and Schedule 7 of the Deed of Mutual Covenant and their respective successors, assigns and attorneys (collectively referred to as the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of New Kowloon Inland Sha Tin Town Lot No.6532 No.587 and the buildings thereon known as “[****]THE MET. ACAPPELLA (薈蕎)” (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [insert memorial number of this Deed](the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 6 and Clause 5.2 and Schedule 7 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Ownersa person lawfully entitled to exercise them;
(c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(f) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
Appears in 1 contract
Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 each of Grand Creation Development Limited and its Owners (as defined in a Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No.[insert memorial no. here] (the “Deed of Mutual Covenant”)) on whom rights are conferred by Clause 5.2 and Schedule 7 of the Deed of Mutual Covenant and their respective successors, assigns and attorneys (collectively referred to as the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of of New Kowloon Inland Lot No.6532 No.1897 and the buildings thereon known as “[****]The Vim (佳悅)” (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [insert memorial number of this Deed](the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 6, Clause 5.2 and Schedule 7 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Ownersa person lawfully entitled to exercise them;
(c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(f) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
Appears in 1 contract
Covenant in assignment. An Owner (other than the First Owner) Every Assignment of any Undivided Share shall not be entitled to assign his Shares unless the assignment includes contain a covenant in substantially the following covenant: terms :- “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 for Billion Ideal Limited and its successors, assigns and attorneys (collectively the “Relevant OwnersCompany” and each is individually referred to as a “Relevant Owner”which expression shall exclude its assigns) to the intent that this such covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of New Kowloon Inland Lot No.6532 and the buildings thereon known as “[****]” (collectively, the “Land”) Development and be enforceable by the Vendor and each Relevant Owner that:-Company that :-
(ai) the Covenanting Purchaser will notify confirms and acknowledges the Manager (as defined in covenants, rights, liberty, privileges, entitlements, exceptions and reservations granted and conferred on the Company under Clause 3.1 of Section III of a Deed of Mutual Covenant and Management Agreement registered dated the [ ] day of [ ] and the Covenanting Purchaser shall not do or permit anything to be done which will in any way affect or hinder the Land Registry by Memorial No. [insert memorial number of this Deed](the “Deed of Mutual Covenant”)) in writing of any change of ownership exercise of the Property within one month from said rights by the date of the Assignment in respect thereofCompany;
(bii) the Covenanting Purchaser shall, if required by the Company, do everything necessary, including giving express consent in writing to the exercise of the said rights by the Company, to facilitate the exercise of the said rights by the Company;
(iii) the Covenanting Purchaser hereby acknowledges expressly and confirms irrevocably appoints the rights conferred by Clause 5.1 and Schedule 5 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit Company to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Owners;
(c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and his attorney and grants to each Relevant Owner, with full power of delegation, unto the Company the full right, power and authority acting singly to give all consents and to do all acts, deeds, matters and things and to execute execute, sign, seal and as its own act the acts and deeds of the Covenanting Purchaser deliver such deeds and to sign such documents or instruments as may be reasonably required necessary for or incidental to the exercise of the Additional Rights granted to rights conferred on the Relevant Owner. If the Relevant Owner comprises more than one person, Company as aforesaid and the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others further covenants to do all acts, deeds, matters and things and to execute, as the act of any of such person or the joint act of such person sign, seal and the others or any or all of the others, as the case may be, deliver such deeds and to sign such documents or instruments as may be reasonably required for or incidental necessary to give effect to the exercise of the said rights;
(d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignmentaforesaid grant; and
(fiv) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (ai), (b), (c), (dii) and (eiii) and this covenant (fiv) hereinbefore contained; Provided That contained PROVIDED that upon the Covenanting Purchaser complying with and performing the covenant (fiv) hereinbefore contained contained, the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (ai), (b), (c), (dii) and (eiii) hereinbefore contained which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (ai), (bii), (c), (d), (eiii) and (fiv) as aforesaidhereinbefore contained.”” For the purpose of Clauses 3.1, 3.2 and 3.3 in this Section III, each of the expressions “the First Owner” and “the Company” shall exclude its assigns.
Appears in 1 contract
Samples: Management Agreement
Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 Senworld Investment Limited and its successors, assigns and attorneys (collectively the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of New Kowloon Inland Tuen Mun Town Lot No.6532 No. 423 and the buildings thereon known as “[****]The Bloomsway ( 滿名山)” (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [insert memorial number of this Deed](the (the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Owners;
(c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(f) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
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Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 each of Jumbo Vision Holdings Limited and its successors, assigns and attorneys (collectively referred to as the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of New Kowloon Inland Sha Tin Town Lot No.6532 No.605 and the buildings thereon known as “[****]” name of the Development] (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No.[note: insert Memorial No. [insert memorial number of this Deed](the Deed] (the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 6 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the a Relevant OwnersOwner;
(c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(f) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
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Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Undivided Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 each of Talent Charm Corporation Limited (傑懋有限公司) and its successors, assigns and attorneys (collectively referred to as the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting PurchaserCovenantor”) and shall enure for the benefit of New Kowloon Inland Lot No.6532 Xxxxx Xxxxxxxx Xxx Xx.0000 and the buildings thereon known as “[***] ([**]” )”, [***], Hong Kong (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser Covenantor will notify the Manager (as defined in the a Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [(insert memorial number Memorial No. of this Deed](the Deed here) (the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser Covenantor hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 6 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Ownersa person lawfully entitled to exercise them;
(c) the Covenanting Purchaser Covenantor hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser Covenantor hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser Covenantor shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser Covenantor will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(f) in the event of the Covenanting Purchaser Covenantor selling or otherwise disposing of the Property, the Covenanting Purchaser Covenantor shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser Covenantor complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser Covenantor shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser Covenantor shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
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Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 each of Dragon Mount Development Limited and its successors, assigns and attorneys (collectively referred to as the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of New Kowloon Inland Tsing Yi Town Lot No.6532 No.190 and the buildings thereon known as “[****]” name of the Development] (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No.[note: insert Memorial No. [insert memorial number of this Deed](the Deed] (the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 6 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Ownersa person lawfully entitled to exercise them;
(c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(f) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
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Covenant in assignment. An Owner (other than the First OwnerOwner and the Owner of the Government Accommodation) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 Champ Success Development Limited and its successors, assigns and attorneys (collectively referred to as the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of New Kowloon Inland the Tuen Mun Town Lot No.6532 No. 499 and the buildings thereon known as “[****]T Plus ( 菁 雋 )” (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [insert memorial number of this Deed](the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 6 of the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No.[insert memorial no. here] (the “Deed of Mutual Covenant”) (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Ownersa person lawfully entitled to exercise them;
(c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(f) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (e) and this covenant (f) hereinbefore contained; Provided That upon the Covenanting Purchaser complying with and performing the covenant (f) hereinbefore contained the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (e) which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (c), (d), (e) and (f) as aforesaid.”
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Covenant in assignment. An Owner (other than the First Owner) shall not be entitled to assign his Shares unless the assignment includes the following covenant: “The Purchaser hereby covenants with the Vendor for itself and as agent of NMC 8 Limited each of Fame Top Investment Limited, Owners (as defined in a Deed of Mutual Covenant and its Management Agreement registered in the Land Registry by Memorial No. (the “Deed of Mutual Covenant”)) on whom rights are conferred by Clause 5.1 and Schedule 5 of the Deed of Mutual Covenant, Owners on whom rights are conferred by Clause 5.2 and Schedule 6 of the Deed of Mutual Covenant and their respective successors, assigns and attorneys (collectively referred to as the “Relevant Owners” and each is individually referred to as a “Relevant Owner”) to the intent that this covenant shall bind the Property and the owner or owners thereof for the time being and other person or persons deriving title under the Purchaser (each and all of whom including the Purchaser is and are hereinafter included in the expression the “Covenanting Purchaser”) and shall enure for the benefit of New Kowloon Inland Lot No.6532 No.9692 and the buildings thereon known as “[****]00 Xxxxxxxxx Xxxx ( 翰 畋 )” (collectively, the “Land”) and be enforceable by the Vendor and each Relevant Owner that:-
(a) the Covenanting Purchaser will notify the Manager (as defined in the Deed of Mutual Covenant and Management Agreement registered in the Land Registry by Memorial No. [insert memorial number of this Deed](the “Deed of Mutual Covenant”)) in writing of any change of ownership of the Property within one month from the date of the Assignment in respect thereof;
(b) the Covenanting Purchaser hereby acknowledges and confirms the rights conferred by Clause 5.1 and Schedule 5 and Clause 5.2 and Schedule 6 of the Deed of Mutual Covenant (collectively, the “Additional Rights” and each an “Additional Right”) and hereby covenants not to do or permit to be done anything which will affect the exercise of the Additional Rights by the Vendor or the Relevant Ownersa person lawfully entitled to exercise them;
(c) the Covenanting Purchaser hereby irrevocably appoints each Relevant Owner to be its agent and attorney and grants to each Relevant Owner, with full power of delegation, the full right, power and authority acting singly to do all things and to execute as its own act such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the Additional Rights granted to the Relevant Owner. If the Relevant Owner comprises more than one person, the Covenanting Purchaser hereby appoints such persons (such appointment shall be joint and several so that each of such persons may act singly or jointly with the other(s)) as its agents and attorneys and grants to such persons, with full power of delegation, the full right, power and authority, whether acting singly or jointly with the other or any or all of the others to do all things and to execute, as the act of any of such person or the joint act of such person and the others or any or all of the others, as the case may be, such deeds and to sign such documents as may be reasonably required for or incidental to the exercise of the said rights;
(d) the Covenanting Purchaser shall abide by the provisions in the Deed of Mutual Covenant to be observed and performed by an Owner (as defined in the Deed of Mutual Covenant);
(e) the Covenanting Purchaser will at all times hereafter perform observe and comply with all the covenants by or on the part of the Purchaser contained in this Assignment; and
(fe) in the event of the Covenanting Purchaser selling or otherwise disposing of the Property, the Covenanting Purchaser shall sell or otherwise dispose of the Property upon the condition that the purchaser or assignee thereof shall enter into the same binding covenants on terms similar in scope and extent as the covenants (a), (b), (c), (d) and (ed) and this covenant (fe) hereinbefore contained; Provided That upon the Covenanting Purchaser complying with and performing the covenant (fe) hereinbefore contained the Covenanting Purchaser shall not be liable for any breach of the aforesaid covenants (a), (b), (c), (d) and (ed) which may happen after the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect whereof such purchaser or assignee shall have entered into such covenants similar in scope and extent as the covenants (a), (b), (cb),(c), (d), (e) and (fe) as aforesaid.”
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