Rights and Obligations of the Transferee Sample Clauses

Rights and Obligations of the Transferee. 4.1 The Transferee undertakes that it is an entity qualified to accept the transfer of the equity interest in Shanghai HJX according to law and it will secure all the authority necessary for the execution and performance hereof so that it will have the power and right to execute this Agreement and perform the terms and conditions hereof. 4.2 The Transferee shall pay the Price of Equity Transfer in accordance with the provisions hereof. 4.3 The Transferee has not entered into any contract or agreement that is in conflict with this Agreement and it undertakes that it will not transfer any of the rights and obligation hereunder to any third party; 4.4 The Transferee undertakes that its execution and performance hereof is not in violation of any laws, regulations or documents on codes of practice now in effect, any contract or agreement to which it is a party and which has become effective, or any other obligation it has assumed. 4.5 The Transferee undertakes that, during the period from the execution and effectiveness hereof to the completion of the formalities for registration of the equity transfer hereunder, it will not make any business contact or execute any letter of intent, contract, memorandum of understanding or any other legal document with any third party with respect to any major matter that is in conflict with the equity transfer hereunder. 4.6 The Transferee shall assist the Transferor in obtaining the certificates of approval in connection with the equity transfer hereunder and carry out the relevant procedure for registration of the change of the shareholders as soon as possible. 4.7 The Transferee agrees to take all necessary actions timely to execute all the legal documents and obtain all the certificates of approval necessary for the performance hereof and to carry out the relevant procedure for registration of the change of the shareholders so that all the arrangements concerning the equity transfer hereunder may be completed.
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Rights and Obligations of the Transferee. The Transferee agrees that the Sale Shares acquired by it shall be bound by and subject to the terms of the Second Amended and Restated Investor Rights Agreement, dated as of November 29, 2019, among the Company, the Transferor and other parties thereto (as amended and/or restated from time to time, the “Investor Rights Agreement”) which remain effective and valid as of the date of the Transfer Closing and the M&AA, and hereby agrees to comply with and be bound by the Investor Rights Agreement with the same force and effect as if the Transferee was originally parties thereto. Upon the Transfer Closing, the Transferee shall have the same rights and obligations with respect to the Sale Shares under the Investor Rights Agreement and the M&AA as the Transferor had immediately prior to the Transfer Closing. The Transferee agrees that the Sale Shares shall continue to be subject to substantially the same restrictions under the Transferor Lock-up Agreement.
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Rights and Obligations of the Transferee. 6.2.1 After the completion of this Equity Transfer Transaction, in the event of a change in control of Company that closes prior to Company filing an application for a listing on the STAR Board of the Shanghai Stock Exchange (the “Listing Application”), the Transferee would be entitled to a minimum return of 10% on the Transfer Price paid for the equity interest purchased through this transaction, payable in cash by the Transferor at the close of the change in control transaction, with such right terminating automatically upon the filing by Company of the Listing Application; 6.2.2 After the completion of this Equity Transfer Transaction, The Transferee and Company will enter into a supplemental agreement giving Transferee a pro-rata right to participate in any new financing round conducted by Company that is equivalent to that given by Company to its other investors; to be more specific, The Transferee may participate in any new financing round conducted prior to Company filing the Listing Application to subscribe the registered capital of Company up to Transferee’s shareholding proportion in Company with the same conditions and price in the new financing round, with such supplemental agreement terminating automatically upon the filing by Company of the Listing Application; 6.2.3 The Transferee has the right to request the Transferor to assist the Transferee and the Company to obtain all the required government approval and registration for the equity transfer; 6.2.4 After the registration of the Transferred Equity with the local administration for market regulation, the Transferee shall have all the rights to the Transferred Equity and all the derived interests, and be entitled to undertake the rights and obligations stipulated in the articles of association of the Company; 6.2.5 The Transferee shall pay the Transfer Price in full to the Transferor on time according to the provisions of this Agreement; 6.2.6 Other rights and obligations set forth in this Agreement.
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Rights and Obligations of the Transferee. 9.1. Rights of XXX a) XXX has the rights stipulated in Article 43 of the Real Estate Business Law and in accordance with this PTC. b) XXX shall be entitled to receive the handover of the Sub-project, including both on site handover and relevant documents handover in accordance with this PTC and within time limitation set forth in this PTC. c) XXX shall be entitled to request THT to facilitate XXX to continue the development of Sub-project and provide documents related to the development of Sub-project.
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Rights and Obligations of the Transferee. (i) The Transferee shall accept the transfer of the 35% equity interest in Jilian Company held by the Transferor. (ii) The Transferee shall make full payment to the Transferor pursuant to the terms and conditions hereunder. (iii) The Transferee shall disclose information relating to the equity transfer hereunder according to relevant laws and regulations and regulatory requirements. (iv) The Transferee shall be responsible for effecting the equity transfer in compliance with relevant laws and regulations. (v) The Transferee is obligated to strictly comply with the confidentiality provisions hereunder. (vi) The Transferee shall also perform other obligations provided under this Agreement.
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Rights and Obligations of the Transferee. 4.1 The Transferee undertakes that it is an entity qualified to accept the transfer of the equity interest in Shanghai HJX according to law and it will secure all the authority necessary for the execution and performance hereof so that it will have the power and right to execute this Agreement and perform the terms and conditions hereof. 4.2 The Transferee shall pay the Price of Equity Transfer in accordance with the provisions hereof. 4.3 The Transferee has not entered into any contract or agreement that is in conflict with this Agreement and it undertakes that it will not transfer any of the rights and obligation hereunder to any third party;
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Rights and Obligations of the Transferee. 5.1 The Transferee is entitled to accept the target equity. 5.2 The Transferee pays the equity transfer price timely and in a full amount according to this Agreement. 5.3 The Transferee has not signed any contracts or agreements which conflict with this Agreement, and warranties that it will not transfer the rights and obligations hereunder to any third party. 5.4 During the period from the execution date to the settlement date of this Agreement, the Transferee warrants that it will not have any business contact with any other third parties in terms of material matters which conflict with equity transfer, or sign letter of intent, contract and understanding memorandum or any kind of legally binding documents. 5.5 The Transferee agrees to take all necessary actions to timely accomplish the signing and all legal documents needed for this Agreement, and to complete the procedures related to equity transfer in this Agreement.
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Related to Rights and Obligations of the Transferee

  • Rights and Obligations of the Parties 5.2.1. The client is obliged to: 5.2.1.1. Check for an SMS at the moment of issuance of a card, by which means they will receive a pin code, or check the integrity of the envelope in which the pin code is given; 5.2.1.2. Regularly review and abide by card usage and security regulations developed by the Bank, and not allow disclosure of the card and/or pin-code to the third persons; 5.2.1.3. Reimburse those bank expenses which are related to additional service costs of VISA and Mastercard (if any); 5.2.1.4. Use the card to pay the Bank any commission fee related to card servicing (producing, renewal, including in the international stop-list, etc.) and processing card transactions consistent with the tariff established by the Bank and/or international payment systems; 5.2.1.5. Perform transactions on the card account only within the limits of the available balance. The Bank shall impose a penalty on an intentionally or erroneously overspent amount in excess of the available balance according to the tariff established by the Bank for each day of using the surcharge amount; 5.2.1.6. Promptly fill surcharged amount; 5.2.1.7. Promptly notify the Bank about loss of the card; 5.2.1.8. Shall process card payment transaction in the internet only through the web pages having secure payment certifications (web pages where MasterCard SecureCode or Verified by VISA logos are depicted, allowing for making payment with 3D security code). The bank shall bear no responsibility for the transactions of the client made at the web-pages having no secure payment certifications. 5.2.2. The client is authorized to: 5.2.2.1. At any time obtain information on transactions held at the card account and request statements reflecting such transactions. The client is authorized to become familiar with the transactions made at the card accounts in the internet banking and/or address JSC “Pasha Bank Georgia” telephone services center – contact center and/or any branch of the bank to obtain such information. Card transactions statements shall be issued in a form requested by the client in the timelines established by the bank, however no later than 2 (two) banking days after the request of the client has been made. The bank is entitled to establish the commission for issuing the transaction statement made for the card account. 5.2.2.2. Submit a justified claim on transactions performed on the card account consistent with clause 5.4 of the present agreement. 5.2.3. The client acknowledges that: 5.2.3.1. Cards produced by the Bank are equipped with contactless technology; 5.2.3.2. Throughout the territory of Georgia, contactless card transactions without a pin code are permitted to the amount of up to 100 (one hundred) GEL. The Bank does not bear responsibility and does not accept claims from clients for contactless transaction(s) performed with the card account of a client up to 100 GEL throughout Georgia (notwithstanding the number of such transactions performed with the card).

  • Rights and Obligations of Party B 8.1 Party B is entitled to use the Leased Units in accordance with the Contract. Party B may set a notable mark on the exit of elevators of the floor of leasing pursuant to the xxxevant management regulations of the Corporate Squares. The detailed conditions shall be discussed by both Parties. 8.2 Party B shall carry out the business activities in the Leased Units in compliance with laws, regulations and rules of the People's Republic of China and is prohibited to harm Party A's reputation through its activities. 8.3 Party B shall duly make the payments with respect to the rent, property management fee, electricity usage fee and any other charges it shall be responsible for. 8.4 Starting from the Commencement Date, Party B shall purchase insurance for the properties in the Leased Units, including property insurance and third party liability insurance. Otherwise, Party B and not Party A shall be solely responsible for all liabilities and losses. 8.5 Party B shall not alter the purpose of use of the Leased Units without consent in writing from Party A. 8.6 Party B shall not re-lend, sublease, and exchange the Leased Units, in whole or part, to third parties or allow third parties to use the Leased Units by other means, without consent in writing from Party A. 8.7 Party B shall not alter the locking and security system on the gate of the Leased Units without consent in writing from Party A or approval from related departments. 8.8 Party B shall not alter or move the equipment for usage of water and electricity and shall not enlarge the capacities of central air conditioning, without consent in writing from Party A. 8.9 Party B shall take necessary actions to prevent the Leased Units from fires accident or man-made damage. Party B shall immediately notify to Party A with respect to any damage of the Leased Units. Party B shall restore the damaged parts of the Leased Units to their former condition within one month upon receipt of Party A's notice, provided that the damages resulted from negligence by Party B and its employees. If Party B fails to do so timely, Party A has the right to repair the damaged parts. All the expenses thus incurred shall be borne by Party B. 8.10 Party B is entitled to require Party A repairing the Leased Units, and the public facilities and equipment, and repair such based on the original standards by itself if Party A fails to perform the obligation of repairing timely and affects the normal use of such. All the expenses thus incurred shall be borne by Party A. The equipment newly added or improved by Party B shall be repaired by Party B.

  • Rights and Obligations of Members Section 6.1

  • Rights and Obligations of Party A 0. Xxxxx A has the right to require Party B to keep in confidence relevant financial information and trade secrets relating to production and operation of Party A unless otherwise provided by laws and regulations. 2. Party A shall provide relevant financial information and information relating to production and operation as required by Party B and shall be responsible for the authenticity, integrity and validity of such information. 3. Party A undertakes that all settlements and deposits relating to the Loan shall be conducted through its accounts opened with Party B or Party B’s relevant branch. 4. Party A shall assist in and accept Party B’s inspection and supervision of its production, operation, financial activities and utilization of the Loan. 5. Party A shall utilize the Loan for the purpose as provided for hereunder. 6. Party A shall punctually repay the principal and interest in accordance with this Contract. 7. Party A or its investors shall not transfer any funds or assets in order to evade the indebtedness owed to Party B. 8. Party A shall give Party B a prior written notice for Party B’s consent if Party A intends to provide security for any third party during the term of this Contract and such security may affect Party A’s ability to make repayment under this Contract. 9. Party A shall promptly arrange for new security(ies) satisfactory to Party B where the Guarantor in respect of this Contract ceases or suspends production; its corporate registration is canceled, or business license revoked; it is bankrupt or dissolved; it is operating at a loss; or any other negative change has occurred, and such aforementioned incidents result in loss or partial loss of the Guarantor’s ability to secure the Loan, or where the mortgaged or pledged property(ies) for securing the Loan depreciate(s) or is (are) damaged or destroyed. 10. Party A shall promptly inform Party B of any relevant changes during the term of this Contract, including without limitation its business name, legal representative (or chief officer), registered office, business purpose or registered capital. 11. Where Party A intends to carry out activity(ies) during the term of this Contract which may have an impact on the realization of Party B’s rights hereunder, Party A shall give Party B a [30] banking days prior written notice for its consent to such intended activity(ies) and shall further take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security in accordance with Party B’s instructions. The aforementioned activities shall include without limitation contracting, leasing, transformation to a stock company, forming an economic association with another enterprise, consolidation, merger, division, setting up a joint venture, application for suspension of production or for winding up or for bankruptcy. 12. Party A shall promptly inform Party B in writing, take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security(ies) in accordance with Party B’s instructions if there has occurred to Party A incident(s) during the term of this Contract that may have substantially negative effects on Party B’s performance of its obligations hereunder. The aforementioned incidents shall include without limitation the following: Party A ceases or suspends production; its corporate registration is canceled, or business license revoked; its legal representative or high-ranking officers are involved in illegal activities; it is involved in litigation with a major impact; great difficulties arise in respect to its production or operation; or its financial standing deteriorates. 13. Party A shall bear all fees and expenses in connection with this Contract and the security(ies) for this Contract including without limitation fees and expenses in respect to legal services, insurance, evaluation, registration, storage, authentication and notarization.

  • Rights and Obligations of Both Parties 7.1 Party A shall have the following rights and obligations: § to draw down and use the Loan according to this Contract; § if Party A repays the Loan before maturity date, it shall obtain prior written consent from Party B and shall compensate Party B against the losses for expected income and relevant expenses; § to bear all expenses incurred under this Contract; § it shall notify Party B at least 30 days in advance of any activities that would have a negative impact upon Party B’s ability to realize its rights such as joint operation, merger, restructuring, sale of material asset, etc. and obtain Party B’s written consent, otherwise, Party A is not allowed to carry out the afore mentioned activity before repayment of the Loan; § to notify Party B of any changes like location, contact address, business scope, legal representative and other commercial register items within 7 days after these changes; § it shall notify Party B immediately the occurrence of any event that will affect its normal operation or solvency under this contract, such as (but not restrain to) severe economic dispute, bankruptcy, financial deterioration etc; § In case of it winding up, dissolution, suspension of operation, revoke of business license, Party A should notify Party B of such events within 5 days after their occurrence and undertake to repay the principal and interest immediately. § Others as agreed. 7.2 Party B shall have the following rights and obligations: § to require Party A to provide all materials related to the Loan; § to deduct the principal, interest, compound interest, penalty interest and other due expenses relating to the Loan under this Contract directly from Party B’s account in accordance with the provisions of this Contract or relevant law; § in case of Party A’s evasion of Party B’s monitoring, default in payment for due principal or interest and other severe breach of the Contract, Party B is entitled to impose credit penalty against Party A, notify relevant departments or entities of such breach and put up payment demand notice on public media; § to provide loan to Party A in time according to the provisions of the Contract (except for the delays due to Party A’s reason); § to keep confidential of the information and materials provided by Party A..

  • Rights and Obligations of Each Fund The rights and obligations set forth in this Agreement with respect to each repurchase transaction shall accrue only to the Participating Funds in accordance with their respective interests therein. No other Fund shall receive any rights or have any liabilities arising from any action or inaction of any Participating Fund under this Agreement with respect to such repurchase transaction.

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

  • Rights and Obligations of Limited Partners Section 8.1 Limitation of Liability 27 Section 8.2 Management of Business 27 Section 8.3 Outside Activities 27 Section 8.4 Return of Capital 27 Section 8.5 Rights of Limited Partners Relating to the Partnership 27

  • Additional Rights and Obligations The author(s) (and their employers as applicable), hereby authorise the Publishers to take such steps as they consider necessary at their own expense in the copyright owner’s name and on their behalf, if they believe that a third party is infringing or is likely to infringe copyright or the rights granted to the Publishers herein in the Contribution without further recourse to the copyright owner(s). The Corresponding Author acknowledges that all versions of the Contribution, and any associated reviews and responses to those reviews, may be published if the Contribution is accepted for publication. The Publishers expressly agree to place the final published post-production Contribution for display on PMC (including their international mirror sites) promptly after publication without extra charge for this deposit to the authors or their employers (provided PMC does not charge the Publishers), which will include any Publisher supplied amendments or retractions. The author(s) acknowledge and accept that BMJ may make additional changes to the Contribution as considered necessary in accordance with standard editorial processes whether before or after publication. The Corresponding Author will usually see proofs for their Contribution and every effort will be made to consult with the Corresponding Author if substantial alterations are made. BMJ may also retract or publish a correction or other notice when it considers this appropriate for legal or editorial reasons and this shall be at its absolute discretion which shall be exercised reasonably.

  • Other Rights and Obligations of the Authority (a) be deemed to have taken possession and control of the Project forthwith; (b) take possession and control of all materials, stores, implements, construction plants and equipment on or about the Site; (c) be entitled to restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Project; (d) require the Concessionaire to comply with the Divestment Requirements set forth in Clause 34.1; and (e) succeed upon election by the Authority, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Agreements from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, the Concessionaire acknowledges and agrees that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Agreements, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

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