LICENSEE’S UNDERTAKINGS 8.1 The Licensee shall:
Integration and severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, Xx. Xxx Xxxxxxxx (“Xx. Xxx”) indirectly holds approximately 32.82% of the issued share capital of the Company, is the controlling shareholder of the Company. As BCL is directly wholly-owned by Xx. Xxx, BCL is an associate of Xx. Xxx and therefore, is an associate of the connected person of the Company under Rule 14A.13(3) of the Listing Rules. As such, the provision of services by BCL under the Consultancy Services Agreement constitutes continuing connected transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the annual consultancy fees payable by the Company to BCL under the Consultancy Services Agreement is more than 0.1% but less than 5%, the said continuing connected transaction is subject to the reporting, announcement and annual review requirements but is exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. At a Board meeting convened to consider the Consultancy Services Agreement, Xx. Xxx Xxxxx an executive Director and the Chairman of the Company, being the younger brother of Xx. Xxx, regarded as potentially having a material interest in the Consultancy Services Agreement and accordingly abstained from voting on the relevant resolutions. REASONS FOR THE TRANSACTION The principal activity of BCL is investment holding and consultancy services, and its sole director, Xx. Xxx, acted as an executive director and the chairman of the Board for the period from 2009 to 2018, has extensive experience and knowledge in managing the Group’s business development and corporate strategy. The Directors believe that BCL’s personnel can assist the Company in the investment aspect and new business development. As the consultancy fees payable by the Company under the Consultancy Services Agreement were determined after arm’s length negotiations between the Parties having regard to (i) the services to be provided by BCL under the Consultancy Services Agreement and that the entering into of the Consultancy Services Agreement is in the ordinary and usual course of business of the Company; (ii) the extensive experience and expertise of the relevant personnel of BCL; and (iii) the current market situation, the Directors (including the Independent Non-Executive Directors) believe that the terms of the Consultancy Services Agreement (including the consultancy fee thereunder) are on normal commercial terms and fair and reasonable, and are also in the interests of the Company and the Shareholders as a whole.
Actions under the Program The actions taken by the Borrower under the Program include the following:
Construction and Severability If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.
Entire Agreement and Severability This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein and may not be amended, modified or waived without the affirmative written consent of the Adviser and the Sub-Adviser effected in accordance with Section 17 of this Agreement except as otherwise noted herein. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
Entire Agreement; Severability This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
Modification and Severability The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid.
