Other Material Terms and Conditions. The Parties shall negotiate in good faith the other terms and conditions of the Commercial License, which shall be commercially reasonable and shall include, without limitation, customary representations, warranties, covenants and indemnities, reasonable performance obligations and appropriate remedies for default thereof, provisions regarding intellectual property rights, confidentiality, payments and reporting and other customary provisions for a commercial product license of this type. • GTC Core Business Products: • ************
Other Material Terms and Conditions. (a) NAI will use the proceeds from the financings exclusively for the designated purposes as set forth on the schedule attached as Exhibit "A" ("Use of Proceeds"), incorporated herein by this reference. Any deviation therefrom will require FCI's prior written consent.
(b) FCI may act in concert and associate with other broker/dealers, advisors and consultants in order to accomplish the goals and objectives set forth herein, and as such may apportion or reallow such portion of its commissions and fees to those Parties as it deems appropriate.
(c) NAI will prepare, or cause to have prepared on its behalf, in a timely manner and at NAI's sole expense, any promissory notes, private placement memoranda, or other documentation deemed reasonably necessary to effectuate and facilitate any financing referenced herein, in a form and content reasonably satisfactory to FCI.
(d) XXX agrees to furnish FCI with written notice via facsimile (or overnight delivery service) of the proposed closing date of the transaction or business combination on the same day as it receives notice thereof from its counsel or from any other entity.
(e) Upon the closing of any transaction made the subject of this Agreement (the "Closing"), FCI shall receive its cash fee and the delivery of any Warrants at such closing.
(f) If applicable, in the event FCI agrees to receive all or any portion of its commissions or fees in securities or other non-cash compensation (the "Shares"), NAI hereby covenants and agrees to cause the Candidate to grant and to extend to FCI, at FCI's sole discretion, the same demand and/or "piggyback" registration rights NAI receives. FCI hereby agrees that if the Shares of the Candidate's securities being tendered to NAI are unregistered, it will execute and deliver to the Candidate a standard form of investment letter and consent to the imposition of the appropriate restrictive legend and stop transfer orders on and against all certificates it receives as compensation. Additionally, and in any event, NAI agrees to cooperate with FCI in any registration, assignment, and/or transfer of securities FCI acquires and deems necessary or advisable to assign, transfer or liquidate, in whole or in part, for its own business purposes.
(g) Any funds, securities or any other value received by NAI during the term of this Agreement, regardless of its source, shall be subject to the terms and conditions of this Agreement.
Other Material Terms and Conditions. A. LAWS OF THE STATE OF NEW YORK. This Agreement shall be deemed to be made in, governed by and interpreted under and construed in all respects in accordance with the laws of the State of New York, irrespective of the country or place of domicile or residence of either party.
Other Material Terms and Conditions. During the term of the Property Leasing Agreement, the Company shall bear the water, electricity, heat supply and refrigeration expenses in respect of the leased properties. The Company shall use the leased properties in accordance with the permitted usage of properties as stipulated in the Property Leasing Agreement. Furthermore, the Company shall use the leased properties for its self-operated business and shall not assign or sublet without the written consent of the Property Management Company. The Parties may separately discuss and enter into a new agreement in respect of the renewal of lease three months prior to the expiry of the term of the Property Leasing Agreement.
Other Material Terms and Conditions. The Steering Group shall provide a commitment to fund 100% of the First Lien
Other Material Terms and Conditions. The amendments to the material terms and conditions of the Sale and Purchase Agreement in relation to Consideration Adjustment, the Vendor’s undertakings and Consideration Shares are as follows: The principal terms and conditions of the Sale and Purchase Agreement in relation to Consideration Adjustment, the Vendor’s undertakings and Consideration Shares are as follows:
(a) The Vendor undertakes and guarantees to the Company that:
(i) the audited distributable profit (the “First Year Distributable Profit”) after tax of Hubei Tiegang for the period commencing from the Completion Date and ending on 31 December 2012 (“First Year”) prepared in accordance with the International Financial Reporting Standards (including the Hong Kong Accounting Standards) will not be less than RMB9,000,000 (equivalent to approximately HK$11,097,000) (the “First Year Consideration Adjustment”);
(ii) the audited distributable profits after tax of Hubei Tiegang for the period commencing from 1 January 2013 and ending on 31 December 2013 (the “Second Year”) prepared in accordance with the International Financial Reporting Standards (including the Hong Kong Accounting Standards) will not be less than RMB16,000,000 (equivalent to approximately HK$19,728,000) (the “Second Year Consideration Adjustment”); and
(iii) the audited distributable profits after tax of Hubei Tiegang for the period commencing from 1 January 2014 and ending on 31 December 2014 (the “Third Year”) prepared in accordance with the International Financial Reporting Standards (including the Hong Kong Accounting Standards) will not be less than RMB23,000,000 (equivalent to approximately HK$28,359,000) (the “Third Year Consideration Adjustment”);
(b) In respect of the Consideration Adjustment, the audited consolidated accounts of Hubei Tiegang for the First Year, the Second Year and the Third Year shall be prepared according to the International Financial Reporting Standards (including the Hong Kong Accounting Standards). The Vendor shall assist the auditors of the Company and any person designated by the Company for the preparation of the audited consolidated accounts of Hubei Tiegang for the First Year, the Second Year and the Third Year within three months after the respective yearends of the First Year, the Second Year and the Third Year.
(c) If Hubei Tiegang is able to achieve the respective targets of audited distributable profits in association with the First Year Consideration Adjustment, the Second Year Considera...
Other Material Terms and Conditions. During the term of the Assets Leasing Agreement, the Parent Company shall bear any reconstruction costs, costs for major repair (where such costs reach more than 50% of the taxable basis at the time of acquiring the relevant fixed assets, and the service life of the fixed assets shall be extended by more than 2 years after repair), expenses for refurbishment of equipment (with the single unit value being RMB3,000 or more), real estate tax, land tax, property insurance and public liability insurance in relation to the Leased Assets, and fees for appraisal of housing safety in relation to structural safety. Subject to written consent and authorisation from the Parent Company, the reconstruction, major repair, and refurbishment of equipment shall be implemented by the Company. During the term of the Assets Leasing Agreement, the Company shall bear all operating costs arising from the use of the Leased Assets, including but not limited to security protection, renovation, property management, repair and maintenance (other than major repair), energy expenses, labour costs, management fees, and fees for appraisal of housing safety that does not involve structural safety. In the absence of written consent of the Parent Company, the Company shall not alter the existing usage of the Leased Assets. Furthermore, the Company shall not sublet the Leased Assets to any third parties. The Company shall not transfer, mortgage or otherwise dispose of the Leased Assets in any manner that may affect the Parent Company’s ownership of the Leased Assets.
Other Material Terms and Conditions
