REASONS FOR AND BENEFITS OF ENTERING INTO THE LOAN FRAMEWORK AGREEMENT Sample Clauses

REASONS FOR AND BENEFITS OF ENTERING INTO THE LOAN FRAMEWORK AGREEMENT. The Group primarily engages in the property development and property investment in the PRC, whereas S-Enjoy Group is an experienced property management services provider in the PRC engaging in the provision of property management services, such as property and equipment maintenance, security services, cleaning services, gardening services and public area maintenance. S-Enjoy Group has been providing property management services to the Group since 1996, and had formed a long and stable cooperative relationship with the Group. The property development industry is a capital intensive industry. Under the current overall weak industry environment, sufficient capital is conductive to meeting the actual needs for the Group’s business development, ensuring the realization of the Group’s long term business strategies. The terms of the Loan Framework Agreement were determined between Seazen Holdings and S-Enjoy Service after arm’s length negotiation, including the interest rate of the Loan and the loan-to-value ratio with respect to the value of the Charged Assets, which are within the range of the historical financing obtained by Seazen Holdings Group from third party institutions. In light of the above, the Directors (excluding the independent non-executive Directors, whose opinion on the Loan Framework Agreement and the transactions contemplated thereunder by reference to the advice from the independent financial adviser in this regard will be set forth in the circular, and the Directors who had abstained from voting on the Board resolutions (as set out below) to approve the Loan Framework Agreement) are of the view that the terms of the Loan Framework Agreement and the proposed annual caps are fair and reasonable, and the Loan and transactions contemplated thereunder, although are not in the ordinary and usual course of business, are entered into on normal commercial terms, and in the interests of the Company and its Shareholders as a whole. As at the date of this announcement, (i) Xx. Xxxx Xxxxxxxx, the Chairman of the Company, a non-executive Director and the son of Xx. Xxxx; and (ii) Xx. Xx Xxxxxxxx and Xx. Xx Xxxxxxxxx, being the non-executive directors of S-Enjoy Service and the executive Directors, were considered as having material interests in the transactions under the Loan Framework Agreement and had abstained from voting on the Board resolutions approving the relevant agreements and the transactions contemplated thereunder (including the proposed annu...
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Related to REASONS FOR AND BENEFITS OF ENTERING INTO THE LOAN FRAMEWORK AGREEMENT

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Definitions For purposes of this Agreement:

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

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