Interpretation of Certain Rights and Duties of Participants, Members of the Operating Committee and Officers. To the fullest extent permitted by the Delaware Act and other applicable law:
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Duties of arbitrator in relation to Performance Orders Without prejudice to any additional remedies that may be ordered by the arbitrator under Clause 13.4, where a dispute is allocated in accordance with the ADRR to arbitration and a party has applied for a Performance Order, the parties shall agree in a Procedure Agreement, as defined in the ADRR, that:
REASONS FOR AND BENEFITS OF THE ACQUISITION The principal activities of the Group are investment holding, manufacturing and trading of printed circuit boards (the “Printed Circuit Boards Business”), trading of petroleum and energy products and related business (the “Petroleum and Energy Business”), and vessel chartering. In view of the ongoing trade war between the PRC and the US and the recent global coronavirus outbreak, there have been adverse impacts on the Printed Circuit Boards Business and the Petroleum and Energy Business. The Board expects that the Petroleum and Energy Business may be further affected due to (i) the increase of volatility of the oil price; (ii) the intensified competition in the oil trading business arising from slowing down of the international trade and the demand for oil and oil products; (iii) tightening of bank credits available to the Group; and (iv) ongoing legal proceedings against the Company. Therefore, the Group considers to diversify its business into other business sectors. The Acquisition is a good opportunity for the Group to diversify its business stream and mitigate the risks arising from the international trade. The Target Group’s business in the manufacturing and trading of printing and packaging products is based in Guangdong-Hong Kong-Macao Greater Bay Area and its clients are mainly from Hong Kong and the PRC. Over the years, with implementation of a series of operational strategies, including focusing more on sales orders for high-quality printing and packaging products with higher profit margin, stringent cost control measures and upgrading the manufacturing base by investing in new and advanced printing and packaging equipment, the Target Group has established its own brand and a long-term loyalty client base, which contributes to more than 50% of the Target Group’s revenue. Furthermore, in negotiating the Acquisition, the Vendor agreed to provide profit guarantees to the Purchaser as set out in the section headed “Profit guarantees and compensation” above, which provides a safeguard for the Company to closely monitor the development of the Target Group. The management of the Company believes that the printing and packaging business of the Target Group will have a synergy effect on the Group’s current business. With the new business sector, the Company would be able to provide printing and packaging, brand labelling and other logistics services to its existing customers. As the Group has an existing vessel chartering business, the management of the Company will further explore the possibility of transforming the existing vessels or hiring vessels to shipping cargoes such that the Group could further use its own resources to extend its business into logistics services. With the view to strengthen the Group’s long-term competitiveness and value, the Group plans to combine the high-quality printing business with intellectual property marketing to achieve a total marketing solution model to provide creative solution to its clients. In this way, the printing and packaging business is able to create a vertically integrated business to include selecting/designing intellectual property products which fit brand image, licensing from intellectual property holder and providing printed marketing materials and packages, etc. Currently, the Group is in the process of hiring staff who are experienced in marketing intellectual property products such as cartoon and movie images. The Consideration, which would be partially settled by the issue of Promissory Note, will not require substantial immediate cash outflow of the Group, therefore easing the financial burden of the Company. In the view of all above, the Board (including the independent non-executive Directors) considers that the Acquisition is fair and reasonable and is in the interests of the Company and its Shareholders as a whole.
Duties of Members Each Member must have a duty as set forth in Exhibit 1 to this agreement. The Members agree that the failure to satisfy a Member’s duties may result in the expulsion or removal of that Member.
File Management and Record Retention relating to CRF Eligible Persons or Households Grantee must maintain a separate file for every applicant, Eligible Person, or Household, regardless of whether the request was approved or denied.
Duties of the Parties JHU is not a commercial organization. It is an institute of research and education. Therefore, JHU has no ability to evaluate the commercial potential of any PATENT RIGHTS or LICENSED PRODUCT or other license or rights granted in this Agreement. It is therefore incumbent upon Company to evaluate the rights and products in question, to examine the materials and information provided by JHU, and to determine for itself the validity of any PATENT RIGHTS, its freedom to operate, and the value of any LICENSED PRODUCTS or SERVICES or other rights granted.
