Duration transaction a distance agreement with regard to a series of products and / or services, the delivery and / or purchase obligation of which is spread over time;
Duration transaction Sample Clauses
Related to Duration transaction
Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.
CONTINUING CONNECTED TRANSACTIONS Royalty Agreement On 1 January 2004, Global Chemicals and Cristal Marketing entered into the Royalty Agreement, detailed terms of which are set out in the section headed “Royalty Agreement” below. The transactions contemplated under the Royalty Agreement ceased in April 2006 when all the tenancy agreements entered into between the Group (as tenant) and the respective landlords in respect of the Flagship Stores expired. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, at the time when Global Chemicals and Cristal Marketing entered into the Royalty Agreement, each of Cristal Marketing and its ultimate beneficial owners was an independent third party not connected with the Company and its connected persons. Since 18 September 2004, Cristal Marketing had become a connected person of the Company when it acquired 30% interest of Global Cosmetics, a non-wholly owned subsidiary of the Company. As at the date of this announcement, Cristal Marketing held 15.34% of the interests in Global Cosmetics. In or around December 2007, the Company reviewed all previous transactions between the Group and Cristal Marketing and regrettably, it was noted by the Company that it had overlooked that the Royalty Agreement constituted a continuing connected transaction of the Company during the period from 18 September 2004 to April 2006. The said transaction would be subject to reporting and announcement requirements under Chapter 14A of the Listing Rules although the Company has made disclosure in its 2005, 2006 and 2007 annual reports of the Royalty Agreement as related party transactions and has also disclosed the connected relationship between Cristal Marketing and the Group. The Company admits that it has breached the relevant requirements under Chapter 14A of the Listing Rules in respect of the Royalty Agreement. The Company has forthwith notified the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As each of the percentage ratios of the Royalty Agreement (calculated on an individual basis and on an aggregated basis after aggregating the transactions contemplated under the Royalty Agreement with the transactions contemplated under the Previous Agreement) on an annual basis was less than 2.5%, the Royalty Agreement was subject to the reporting and announcement requirements under Chapter 14A the Listing Rules. This announcement is made to inform the shareholders of the Company of the major terms of the Royalty Agreement.
Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.
