Responsibilities and Obligations of Party B. (a) Party B shall make full payment of the consideration for the Sale Equity Interest to Party A in accordance with Clause 2 of this Agreement.
(b) Party B shall provide Party A with all such assistance as may be reasonably required for the making of the applications for the transfer of the Sale Equity Interest referred to in Clause 3.1(b). Clause 4 Liabilities for Breach of Agreement Should any Party fails to perform this Agreement, such breaching Party shall pay all damages suffered by the other Party.
Responsibilities and Obligations of Party B. 3.1 The General Manager of the Company shall supervise and guide Party B in its work. Party B shall carry on its work according to the directions of the management.
3.2 Party B shall work in the Department of [ ], with is position as [ ]. Upon engagement, Party B will be given an account of its responsibilities on the work position it is going to assume, which will explain in details Party B's work content, arrangement and the requirement of Party A for such work position.
3.3 Party B shall obey and comply with any directions given by Party A for the change of Party B's work position, as Party A deems necessary in view of work requirements of the Company.
3.4 Party B shall observe Party A's various internal management rules and regulations, and shall comply strictly with the safety rules set forth by Party A in its work.
Responsibilities and Obligations of Party B. Article 1 Party B shall follow the provisions of Party A's distribution agreement, supervise the sales, maintenance and market development of Party C, and ensure that Party C abides by Party A's relevant policies. If Party C violates the policies of the distribution agreement due to Party B's failure to fulfill its management and supervision obligations, Party B shall bear the liability for breach of contract to Party A in accordance with the provisions of the distribution agreement.
Article 2 Party B shall not provide Party C with counterfeit, shoddy or illegal copiers, consumable materials and spare parts of Party A's brand to ensure the legitimate economic rights and interests of Party C and users.
Article 3 Party B must coordinate the market where Party C is located, promote a healthy and good market order, and strive to provide a good sales environment for Party C to protect users' rights and interests.
Article 4 Party B shall keep necessary inventory of Party A's products to ensure timely supply to Party C.
Article 5 Party B shall, according to the relevant market conditions, carry out necessary reward and promotion activities for Party C.
Article 6 Party B shall provide after-sales service support to Party C and provide maintenance and technical training to Party C.
Article 7 Party B shall not purchase goods from any informal channels.
Article 8 Party B shall timely provide Party A with relevant sales data of Party C, including sales volume and sales volume of photocopiers, sales volume of consumable materials and sales volume of spare parts, etc.
Article 9 It shall ensure that Party C fulfills the relevant obligations undertaken by Party B to Party A in the distribution agreement.
Responsibilities and Obligations of Party B. 1. During the term hereof, Party B shall only show the films provided by Party A and shall not show any film provided by any third party or the illegal or pirated films; If Party B needs to use films from other channels for special reasons (such as local city film festival), Party B must obtain prior consent from Party A and provide Party A with valid written documents from relevant competent authorities.
2. Party B shall protect the copyright of the films to prevent piracy during transportation, storage and screening of the films; Without Party A’s permission, Party B shall not show the films provided by Party A outside the cinema designated herein or outside the agreed time period. Without Party A’s permission, Party B shall not deliver or lend the films to others, and shall not infringe on transcription or allow others to record the film in any way. Party B shall not screen the films using other methods. Beijing Huaxia United Theater Circuit Co., Ltd. Confidential
3. Party B shall guarantee the integrity of the film during the screening, and shall not arbitrarily delete the content of the film and the content of the patch advertisement, or change the title of the film.
4. Party B shall earnestly implement the operation rules of the film projection technology industry. In case of loss, damage or destruction of the film digital hard disk, Party B shall compensate for the loss, damage or harm according to the amount confirmed by the disk making company entrusted by the distributor, and report to Party A after completing the compensation.
5. Party B shall strictly implement Party A’s film scheduling plan and fill in film showing records as required; Party B shall return the digital hard disk of the film to Party A or send it to the place designated by Party A at the time required by Party A. If Party B fails to return the digital hard disk in time and causes losses to Party A, Party B shall be liable for compensation accordingly.
6. Party B shall strictly implement the ticket pricing agreement, and the ticket price shall not be lower than the minimum price agreed by the parties. Party B shall not charge any additional fees from the ticket price except the national film special fund, value-added tax and surcharges as stipulated.
7. Party B shall ensure that moviegoers must enter the theater with tickets issued by the ticketing system, and shall not directly enter the theater with non-system tickets or without tickets. All vouchers must be exchanged for on-si...
Responsibilities and Obligations of Party B. 1. The transfer of the project to Party B is an exclusive authorization. Party B shall promise not to disclose core technologies of said project during future production; otherwise, Party B shall bear liabilities arising from breach of the Agreement.
2. Party B decides to buy the electricity generation project from Party A; where the concerted installation capacity is 10 MW and the sum approximates RMB 180,000,000 Yuan (specific price is subject to the stipulation in the technical scheme both parties agree on).
Responsibilities and Obligations of Party B. In addition to its other obligations under this Contract, Party B shall have the following responsibilities.
(a) Be responsible for obtaining all necessary approvals, permits and licenses for the establishment of the Company and have the obligation to use its best efforts to obtain all necessary approvals and permits for the ongoing operation of the Company, including but not limited to assisting the Company in obtaining approval from Anhui Provincial Pricing Bureau in connection with the estimated initial tariff and the principle of tariff adjustment as stipulated in the Operation and Offtake Contract;
(b) Assist the Company in conducting negotiations with land administration authority and other relevant government authority in connection with the Company's use of the Site and assist in handling all necessary formalities so as to ensure the Company's use of the Site in accordance with its scope of business during the entire joint venture term (including the extension of the term thereafter);
(c) Assist the Company in obtaining all infrastructure needed, including external water supply, power supply, fuel, transportation, communications and other services on the most favorable terms and conditions available;
(d) Assist the Company in applying for preferential tax treatment and other investment incentives available under applicable laws and regulations;
(e) Assist the Company in obtaining necessary approvals for importing raw materials and machinery equipment, in importing machinery equipment, fuel, materials, supplies and office equipment on preferential terms, in procuring import licenses, in facilitating customs formalities and in arranging for transportation of imported equipment and materials between Chinese ports and the Site;
(f) Assist the Company's expatriates to obtain all necessary entry visas and work permits;
(g) Assist the Company in opening RMB and foreign currency bank accounts as well as loan reserve account; assist the Company to obtain necessary approvals to utilize various methods permitted under Chinese laws to balance its foreign exchange as needed, including assisting Party C to convert its capital returns into US dollars for remittance overseas;
(h) Assist the Company in obtaining working capital loans in business operation;
(i) Handle other reasonable matters entrusted from time to time by the Company.
Responsibilities and Obligations of Party B. 1. As the game industry advertising sole agent of Party A, Party B should try to finish annual advertising revenue agent tasks, and to do research and development and trial operation as soon as possible. It shall be used as soon as possible into the Xinhua News Agency Client overall operating system if the trial operation works stably.
2. Party B is entitled to the relevant treatment as Party A is the game industry advertising exclusive agent, such as while getting 50% discount of advertisement publication example’s price standard, special customers can enjoy more preferential discount prices.
3. Party B may, at any time according to the needs ask supports from Party A in advertising and activities planning.
4. Party B shall provide the business license and tax registration certificate issued by the client's national laws and regulations, and cooperate with Party A to do the relevant verification work.
5. Industry advertisements made by Party B as an agent can be released at the end of the total end of the Xinhua News Agency Client. But the need to enter the total end of the ad scheduling can be preferred in this channel release.
6. Party B shall ensure that the contents of the advertisements and related games which are examined are not included or linked to the following categories:
Responsibilities and Obligations of Party B. 1. Corporate governance
(1) Due diligence and concrete analysis;
(2) Designing whole set of listing proposal subject to the actual conditions of Party A;
(3) Assisting Party A in registering overseas company, completing restructuring, reorganization and asset consolidation and rationalizing legal structure and equity structure;
(4) Directing Party A to sort out accounts according to the requirements of capital market to make the same meet overseas accounting standards;
(5) Directing Party A to establish internal control system to meet the requirements of internal control;
(6) Assisting Party A in setting up independent director, audit committee and general meeting of shareholders, etc.;
(7) Introducing other legal intermediary institutions, such as accounting firm and law firm;
(8) Assisting Party A's communication and cooperation with other intermediary institutions.
2. Listing in America
(1) Assisting Party A in revising company propaganda materials, such as Chinese and English slides, leaflet, brief introduction and websites;
(2) Assisting accountants in completing audit work in accordance with USGAAP (US Generally Accepted Accounting Principles);
(3) Providing appropriate shell resources conforming to laws and regulations of US Securities and Exchange Commission;
(4) Assisting Party A in negotiating with shareholders or shell companies over acquisitions and handling relevant legal procedures about acquisitions, and guaranteeing Party A has absolute controlling interest and decision-making power;
(5) Assisting Party A in preparing the documents for reporting listing;
(6) Listing trading.
Responsibilities and Obligations of Party B. 1. Party B promises that it has the legal land use right of the abovementioned land in Article 1, and it has right to have the land leased by Party A (used for establishing the medicine herbs base); if party B violates this rule, it shall return all the rent to Party A.
2. Party B shall guarantee that good conditions of the water and electricity, etc, of the land, and assist Party A to coordinate the relevant issues; the detailed charging issues shall be negotiated by Party A with the provider, and all the fees shall be assumed by Party A.
Responsibilities and Obligations of Party B. 1. Party B shall strictly supply and install equipment according to various technical indicators and requirements of Party A.
2. Party B shall arrange training for relevant personnel of Party A in time. The target of the training is to ensure that trainees could complete the operation of equipment independently and proficiently.
3. Party B shall provide all special tools required for the installation, commissioning and repair of equipment at the site. Party B shall provide detailed operation and maintenance manuals.
4. In case Party B fails to take any remedial measures within 7 days upon the receiving of any repair or replacement notice from Party A, Party A would be entitled to take necessary remedial measures. However, risks and expenses arising from such remedial measures should be undertaken by Party B. Other rights granted by this contract to Party A should not be affected by such remedial measures.
5. Party B shall guarantee that Party A would not suffer any charges involving infringement claim of intellectual property rights, patent rights, trademark rights and design rights made by any third parties due to the use of the project or any part of the project. In case of any alleged infringement claim made by third party, Party B shall negotiate with such third party and assume all possible expenses incurred.
6. Together with the delivered goods, Party B shall provide Party A with the technical materials in Chinese of the products, like catalog index, drawings, operation manual, user guide, maintenance guide or service manual.
7. Party B guarantees that all equipment provided are brand new and unused and conform to requirements in the procurement document about quality, specification and performance. Party B guarantees that the equipment provided could completely conform to the performance required in the technical specifications in the service life under correct installation, normal operation and proper maintenance. During the warranty period of the equipment, Party B shall be liable for all insufficiencies or malfunction of equipment caused by defects of design, technologies or materials.
