Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.
Split Transactions You can instruct a merchant to charge your Card for part of a purchase and pay any remaining amount with cash or another card. This is called a “split transaction.” Some merchants do not permit split transactions. If you wish to conduct a split transaction, you must tell the merchant the exact amount you would like charged to your Card. If you fail to inform the merchant you would like to complete a split transaction and you do not have sufficient available funds in your Account to cover the entire purchase amount, your Card is likely to be declined.
Non-Arm’s Length Transactions Except as disclosed in the Prospectus and to the Agent, the Corporation does not owe any amount to, nor has the Corporation made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm's length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of the Corporation. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm's length with the Corporation. No officer, director or employee of the Corporation and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of the Corporation which could have a material adverse effect on the ability to properly perform the services to be performed by such person for the Corporation. Except as described in the Prospectus, no officer, director, employee or securityholder of the Corporation has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation except for claims in the ordinary and normal course of the business of the Corporation such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.
Card Transactions (a) Card Network Rules. When accepting payment card Transactions, you must comply with all applicable Card Network Rules, including the Visa Rules specified by Visa, the Mastercard Rules specified by Mastercard, and the Card Network Rules specified by American Express. Each Card Network may amend its Card Network Rules at any time without notice to you.
Off-Exchange Transactions In some jurisdictions, and only then in restricted circumstances, firms are permitted to effect off-exchange transactions. The firm with which you deal may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarize yourself with applicable rules and attendant risks.
Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.
PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.
Transactions identified under Section 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions:
Alternative Transfer Mechanism The parties agree that the data export solution identified in Section 8.2 shall not apply if and to the extent that MailChimp adopts an alternative data export solution for the lawful transfer of Personal Data (as recognized under EU Data Protection Laws) outside of the EEA (“Alternative Transfer Mechanism”), in which event, the Alternative Transfer Mechanism shall apply instead (but only to the extent such Alternative Transfer Mechanism extends to the territories to which Personal Data is transferred). Part B: GDPR Obligations from 25 May 2018
DISCLOSEABLE TRANSACTION On 12 December 2019, the Vendor, an indirect wholly-owned subsidiary of the Company, and the Purchaser entered into the Disposal Agreement, pursuant to which the Vendor agreed to sell and the Purchaser agreed to acquire 37.5% of the equity interest in the Target Company for a total cash consideration of about RMB93.2 million (equivalent to approximately HK$103.5 million). * For identification purpose only THE DISPOSAL AGREEMENT Detail of the terms of the Disposal Agreement are as follows: Date 12 December 2019 Parties (i) Chinlink Mega Limited as vendor; and (ii) 西安曲江文化金融控股（ 集團）有限公司 (Xi’an Qujiang Cultural Financial Holdings Limited#) as purchaser To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, (i) the Purchaser (which is ultimately owned by a PRC government authority) is a third party independent of the Company and its connected persons; and (ii) the Purchaser is principally engaged in investment in financial institutions, securities investment and management, asset management and disposal, mergers and acquisitions, investment planning and consultancy in the PRC. Subject matter The Vendor has agreed to sell, and the Purchaser has agreed to acquire 37.5% of the equity interest in the Target Company. Immediately prior to Completion, the Vendor was beneficially interested in 62.5% of the equity interest in the Target Company. After Completion, the Vendor will become beneficially interested in 25% of the equity interest in the Target Company. Consideration The consideration payable by the Purchaser to the Vendor is about RMB93.2 million (equivalent to approximately HK$103.5 million) and shall be settled by the Purchaser in cash within 10 business days after the date of the Disposal Agreement and all securities requested under the Disposal Agreement have been created. The Consideration was arrived at after arm’s length negotiation between the Vendor and the Purchaser on normal commercial terms principally with reference to the valuation of the Target Company as at 31 October 2019 conducted by an independent professional valuer and the proportional interest which is the subject of the Disposal, i.e. 37.5%.
