Obligations of Subscriber. At the Closing, Subscriber shall execute such other documents as are deemed by the Company to be appropriate, advisable or necessary to consummate the transactions contemplated hereby and thereby.
Obligations of Subscriber. The Subscriber hereby acknowledges and agrees that the subscription hereunder is irrevocable, that the Subscriber is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of the Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of such persons hereunder shall be joint and several and the representations, warranties, covenants, agreements and acknowledgments of the Subscriber herein contained shall be deemed to be made by and be binding upon each such person and his or her respective heirs, executors, administrators, successors, legal representatives and permitted assigns.
Obligations of Subscriber. 7.1 As part of Subscriber receiving the Service under the MSA, Subscriber agrees to abide by its obligations under Applicable Data Protection Law.
Obligations of Subscriber. On the Completion Date, the Subscriber will pay to the Company the total Subscription Price for the Subscription Shares in Immediately Available Funds.
Obligations of Subscriber. The Subscriber shall:
(a) Use only authorized Network Equipment;
(b) Not tamper with or in any way knowingly damage MTC’s Network Equipment or cause any interference to the Network;
(c) Grant access to MTC, to its premises, Network Equipment, telephone ports and infrastructure;
(d) Forthwith inform MTC in writing of any change in his address;
(e) Not do or omit to do any act or thing, or act in any way which may damage any property or system or however cause the quality of the Services to be impaired;
(f) Comply with all reasonable or necessary requests for information made by MTC and comply with all other necessary or reasonable requests made by MTC;
(g) Comply with all reasonable instructions given by MTC in relation to the use of the Services;
(h) Not use or allow others to use the Services for any improper, immoral or unlawful purpose;
(i) If the Service includes the provision of Network Equipment:
(i) The Subscriber shall at his own expense, take out insurance cover on each and every Network Equipment utilized , and proof of such insurance shall be provided to MTC upon request.;
(ii) The Subscriber’s insurance cover shall include cover for Force Majeure.
(j) The Subscriber hereby undertakes that he shall not re-sell the Service Plan in order to make a profit or derive any income therefrom, unless the Subscriber specifically indicated same in their application form.
Obligations of Subscriber. 7.1. Subscriber shall make reasonable efforts to provide its employees and third parties with appropriate notice of the terms and conditions under which access to the DAC6pro Service is granted under this Agreement, including any limitations on the use of the DAC6pro Service as outlined in this Agreement.
7.2. Subscriber shall use reasonable efforts to inform its employees and third parties of the restrictions on the use of the DAC6pro Service. In the event of any unauthorised use of the DAC6pro Service by any user, Service Provider may terminate Subscriber’s Subscription hereunder for the use of the DAC6pro Service. If the non-authorised use of the DAC6pro Service continues following the termination of this Agreement, Subscriber becomes liable for damages caused by such unauthorised use. Service Provider shall not take any legal steps in this regard without first providing reasonable notice to Subscriber (in no event less than ten (10) working days) and cooperating with Subscriber to avoid recurrence of any unauthorised use.
7.3. Where access to the DAC6pro Service is to be controlled using passwords, Subscriber shall issue log-on identification numbers and passwords to each user and use reasonable efforts to ensure that the users do not divulge their identification numbers and passwords to any third party, without informing them of the restrictions on the use of the DAC6pro Service.
7.4. Subscriber shall support Service Provider by acting as a reference towards (potential new) Subscriber of Service Provider.
Obligations of Subscriber. 3.1 The Subscriber agrees to pay all Fees due to KGI Asia in accordance with the terms of this Schedule and the Subscriber authorizes KGI Asia to debit the Subscriber's account with KGI Asia or credit or charge card (if any) with the amount of any Fees which are due from time to time.
3.2 KGI Asia will collect from the Subscriber all royalties and fees imposed by the Sources which supply data under the Service to the Subscriber. The Subscriber understands that the fees charged by such Sources may change from time to time and agrees to pay the effective amount incurred during the Subscription Period.
3.3 Subscriber shall inform KGI Asia within 10 days of any change in name, address or billing information provided by Subscriber to KGI Asia to use the Service.
3.4 Subscriber acknowledges that the Service and the Content are proprietary to and/or the copyright of KGI Asia and/or KGI Asia's holding companies, subsidiary companies or associated companies and/ or Sources and are for use solely by the Subscriber, and the Content provided by the Service may not be copied, manipulated, republished or redistributed to third parties in any form or by any means without the prior written consent of KGI Asia and, where necessary, the Sources.
3.5 Subscriber shall forthwith notify KGI Asia in writing of any misuse of, or infringement of, the copyright of any Content.
3.6 The Subscriber shall not trespass, break into, access, use or attempt to trespass, break into, access or use any other parts of KGI Asia's servers, their content and/or any data areas for which the Subscriber has not been authorized by KGI Asia.
Obligations of Subscriber. The Subscriber shall deliver to Issuer:
(a) a certified copy of its board resolution approving and authorising its execution and performance of this Agreement and (if applicable) its subscription of the Note; and
(b) payment in the sum of HK$75,000,000 by way of a cheque or cashier order(s) issued by a licensed bank in Hong Kong/wire transfer an bank account designated by the Issuer. SCHEDULE 3 ISSUER WARRANTIES
1. The entire issued share capital of the Issuer is listed on the Stock Exchange and the Issuer (having made all reasonable enquiries) is not aware of any circumstance or any breach of any rules, regulations or requirements of the Stock Exchange in any material respect whereby the current listing of the Shares on the Stock Exchange will or would be expected to be suspended, cancelled or revoked before or after Completion as a result of the transactions contemplated by this Agreement or to be withdrawn or suspended for more than ten (10) consecutive trading days other than as a result of, or in circumstances where (i) an offer made to holders of Shares (or such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) being made to the Issuer for the acquisition of all or any proportion of the Shares or such an offer becoming unconditional or (ii) the Issuer is required to make an announcement pursuant to Chapter 14 and 14A of the Listing Rules.
2. Subject to the fulfilment of the Conditions Precedent specified in Clauses 3.1(a), (b) and (c), the Issuer has the authority, power, capacity and right to enter into and perform its obligations under this Agreement without any further sanction or consent by the holders of any class of shares of the Issuer and has taken all necessary actions to authorise the execution and completion of this Agreement by it and the performance of its obligations hereunder.
Obligations of Subscriber. 3.1 Subscriber agrees to pay all Fees due in accordance with the terms of this Agreement, including all royalties and fees imposed by Sources which supply data to Subscriber. Subscriber understands that the fees charged by such Sources may change from time to time and agrees to pay the effective amount incurred during the subscription period.
3.2 Subscriber hereby acknowledges that the MEGAHUB Services and the Content are proprietary to and/or the copyright of MEGAHUB and/or MEGAHUB's holding companies, subsidiary companies or associated companies and/or Sources and are for use solely by the Subscriber, and the Content provided by the MEGAHUB Services may not be copied, manipulated, republished or redistributed to third parties in any form by any means without the prior written consent of MEGAHUB and, where necessary, the Sources.
3.3 Subscriber shall forthwith notify MEGAHUB in writing of any misuse of, or infringement of, the copyright of any Content.
3.4 The Subscriber will not trespass, break into, access, use or attempt to trespass, break into, access or use any other parts of MEGAHUB's servers, its Content and/or any data areas for which the Subscriber has not been authorized by MEGAHUB.
3.5 The Subscriber shall not assign, transfer or sub-license all or any part of its rights or obligations under this Agreement.
Obligations of Subscriber i) To make payment for the Subscribed Service within the due date of payment, either at the centers publicly informed and notified by the Company for the collection of payment or through such entities as authorized by the Company pursuant to any arrangement or agreement.
ii) To use only such CPEs as supplied by Dish Infra Services Private Limited (‘Dish Infra’) or in case the Subscriber uses CPEs other than of Dish Infra then uses only such CPEs, which are compatible with the DTH Services hereunder. The Subscriber alone shall be responsible for non- receipt of the DTH Services due to use of non-compatible CPE and/or breach of the terms with respect to use of non-compatible CPE and/or any equipment generally.
iii) To use the Subscribed Service exclusively in accordance with the terms hereof and user manuals accompanying the same.
iv) To ensure that the broadcast of the DTH Service into one PVD installed at the Subscriber Premises and that the same is not intercepted in any manner whether by the use of any decoding/receiving/recording equipment or otherwise, for any purpose whatsoever including the distribution or re-distribution of the signals from the Subscriber Premises to any neighboring premises, cable operator or any other person. Further, not to manipulate or cause to be manipulated the CPE in any manner so as to cause breach of the Subscription Request or so as to receive or enjoy greater privileges or advantages than the Subscribed Service. The Services in terms of the Agreement shall be only for personal purpose and not to facilitate any kind of public viewing in any manner whatsoever.
v) In case of physical VC, not to replace, remove, modify, alter, misuse or tamper VC or any equipment/accessories forming part of VC, including the seal (seal to prevent opening of such equipment/accessories forming part of VC). Any such act by the Subscriber shall be construed as willful and criminal default on the part of the Subscriber in addition to breach of his/its obligations under the Agreement.
vi) To give all assistance, which the Company may be reasonably expected to receive, in connection with inspection to be made by the representatives and agents of the Company so as to satisfy the Company with regard to compliance with the conditions stated in the Agreement on the part of Subscriber.
vii) To be responsible and liable for payment of all taxes, levies or charges penalties, imposed by or under any statute for the time being in force in connection with th...
