REASONS FOR AND THE BENEFITS OF ENTERING Sample Clauses

REASONS FOR AND THE BENEFITS OF ENTERING. INTO THE LOAN AGREEMENT By entering into the Loan Agreement, the Group can diversify its financing channels, replenish capital required for its operations and optimise the Group’s liability structure in order to construct its new campus. The terms of the Loan Agreement and the related security documents were determined at after arm’s length negotiations between the parties thereto, and the Board (including all independent non-executive Directors) considers that the terms of each of the Loan Agreement and the related security documents were fair and reasonable, on normal commercial terms, and in the interests of the Company and its shareholders as a whole. By Order of the Board of Directors China Chunlai Education Group Co., Ltd. Xxx Xxxxx Executive Director Hong Kong, 18 April 2022
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REASONS FOR AND THE BENEFITS OF ENTERING. INTO THE LOAN AGREEMENT By entering into the Loan Agreement, the Group can diversify its financing channels, replenish capital required for its operations and optimise the Group’s liability structure. The terms of the Loan Agreement, the Guarantee Agreements and the Pledge Agreement were determined at after arm’s length negotiations between the parties thereto, and the Board considers that the terms of each of the Loan Agreement, the Guarantee Agreements and the Pledge Agreement were fair and reasonable, on normal commercial terms, and in the interests of the Company and its shareholders as a whole.
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REASONS FOR AND THE BENEFITS OF ENTERING. INTO THE EQUITY TRANSFER AGREEMENT Wuhan is not only an important developed city in the Yangtze River Basin, but also an important node city in the protection of the Yangtze River. The acquisition of equity interests in the Target Company with CTG will enable the Group to participate in the water environmental protection business in Wuhan area, which is conducive to promoting the business development of the Company along the Yangtze River and improving the development quality of the Company. The terms of the Equity Transfer Agreement was determined after arm’s length negotiation between the parties. The Directors (including the independent non-executive Directors), having considered the terms and conditions of the Equity Transfer Agreement, are of the view that its terms and conditions are on normal commercial terms, which are fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transaction and therefore none of them is required to abstain from voting on the Board resolutions for considering and approving the Equity Transfer Agreement.
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REASONS FOR AND THE BENEFITS OF ENTERING. INTO THE LOAN AGREEMENT By entering into the Loan Agreement, the Group can diversify its financing channels and replenish capital required for its operations. The terms of the Loan Agreement and Guarantee Agreements were determined at after arm’s length negotiations between the parties thereto, and the Board (including all independent non-executive Directors but excluding Xx. Xxx and Xx. Xxxxx) considers that the terms of each of the Loan Agreement and Guarantee Agreements were fair and reasonable, on normal commercial terms, and in the interests of the Company and its shareholders as a whole. Each of Xx. Xxx and Xx. Xxxxx had abstained from voting at the Board meeting at which the Loan Agreement and Guarantee Agreements were considered and approved. By Order of the Board of Directors China Chunlai Education Group Co., Ltd. Xxx Xxxxx Executive Director Hong Kong, 24 September 2021
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REASONS FOR AND THE BENEFITS OF ENTERING. INTO THE LOAN AGREEMENT By entering into the Loan Agreement, the Group can diversify its financing channels, replenish capital required for its operations (including acquisition of teaching resources and equipments for the Shangqiu University) and optimise the Group’s liability structure. The terms of the Loan Agreement, the Guarantee Agreements and the Pledge Agreement were determined at after arm’s length negotiations between the parties thereto, and the Board considers that the Loan Agreement, the Guarantee Agreements and the Pledge Agreement entered into by the Group in favour of the Lender were entered into on normal commercial terms and that the terms are fair and reasonable and in the interests of the Company and its shareholders as a whole. By Order of the Board of Directors China Chunlai Education Group Co., Ltd. Xxxxx Xxx Executive Director Hong Kong, 16 June 2021
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REASONS FOR AND THE BENEFITS OF ENTERING. INTO THE LOAN AGREEMENT By entering into the Loan Agreement, the Group can diversify its financing channels, replenish capital required for its operations and optimise the Group’s liability structure. The terms of the Loan Agreement were determined after arm’s length negotiations between the parties thereto, and the Board (including all independent non-executive Directors) considers that the terms of the Loan Agreement were fair and reasonable, on normal commercial terms, and in the interests of the Company and its shareholders as a whole. By Order of the Board Pu’er Lancang Ancient Tea Co., Ltd. Du Chunyi Chairlady and Executive Director Hong Kong, 24 May 2024
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Related to REASONS FOR AND THE BENEFITS OF ENTERING

  • Exclusions and Limitations The aforementioned “Limited Warranty” does not apply to any Products which have been subjected to

  • REASONS FOR AND BENEFITS OF THE DISPOSAL The principal activities of the Group comprise the distribution and maintenance of a wide range of machine tools, precision measuring instruments, cutting tools, electronics equipment, professional tools and other machinery for the manufacturing industry in Hong Kong, the PRC and Southeast Asia. The Purchaser was established in 1934 and is one of the leading manufacturers for measuring instruments in the world, and has a long-standing relationship with the Group for over 50 years. The Company, through the Vendor, established the Target Company with the Purchaser in 2003 to provide a complete range of precision measuring instruments and related equipment to its customers in Hong Kong and the PRC. The Target Company has been an authorised distributor of the products of the Purchaser in Southern China. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, due to the keen competition in the measuring equipment market in Southern China in recent years, the Purchaser has decided to restructure its business in Southern China by, among others, consolidating its interests in the Target Group. As an incentive for the Group to dispose of its interests in the Target Company, the Purchaser has also agreed to appoint the Group as its preferred distributor in Southern China after the Disposal. Given that the Group is already the authorised distributor for the Purchaser’s products in Central and Northern China, the aforesaid preferential treatment would enable the Group to expand its distribution business in the PRC. Furthermore, after cessation of the cooperation arrangement with the Purchaser in the Target Company upon Completion, the Group would be able to develop and expand its own measuring instrument business in the PRC without any contractual restriction. In addition, the proceeds generated from the Disposal would allow the Group to reduce its indebtedness level, explore and pursue new business opportunities and allocate its resources to expand its existing business. The intended use of proceeds from the Disposal is set out in the section headed “Intended Use of Proceeds” below. Based on the above, the Directors consider that the Disposal contemplated by the Sale and Purchase Agreement is on normal commercial terms and the terms of the Sale and Purchase Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

  • Disclaimers and Limitation of Liability EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree (Yes) Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes Does Vendor agree? Yes, Vendor agrees (Yes) No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees (Yes)

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