Salient Terms. The transfer of the Said Flat/Flat/Unit And Appurtenances being effected by this conveyance is:
Salient Terms. The transfer of the Said Flat And Appurtenances being effected by this Conveyance is:
Salient Terms. The transfer of the Said Apartment being effected by this Conveyance as follows:
9.3.1 Sale: a sale within the meaning of the Transfer of Property Act, 1882.
9.3.2 Absolute: absolute, irreversible and in perpetuity.
9.3.3 Free from Encumbrances: free from encumbrances including but not limited to lis pendens, attachments, liens, charges, mortgages, trusts, debutters, wakfs, reversionary rights, residuary rights, claims and statutory prohibitions.
Salient Terms. The transfer being effected by this Conveyance is :
Salient Terms. The transfer or assignment of the leasehold right of the Assignor over and in respect of the Said Flat And Appurtenances being effected by this Deed of Assignment is:
Salient Terms. Pursuant to the Agreement, Brotzeit has granted to EGR the right to develop the Business in the territory of North China, with each restaurant to be established and operated through a separate franchise agreement, the final terms of which shall be agreed between the parties taking into account the circumstances and conditions then of specific markets. In consideration of the grant of the development rights under the Agreement, the Company shall pay the following development fee:
Salient Terms. 4.1. Subscription under the Subscription Agreement Subscription : Subscription of 7,000 new shares in GenesisPro by the Company (equivalent to 70.0% of the enlarged share capital of GenesisPro). Subscription Consideration
(a) an aggregate amount equal to €550,000 (equivalent to approximately S$872,000) to be satisfied in cash by the Company on the Completion Date (as defined below); and
(b) an aggregate amount of €950,000 (equivalent to approximately S$1,506,000) to be satisfied through the allotment and issue by the Company of 7,037,383 Consideration Shares on the Completion Date at the issue price of S$0.21404 per Consideration Share. The cash portion of the Subscription Consideration is expected to be funded from the Company’s internal resources which includes the net proceeds from past placement and subscription exercises. The Subscription Consideration and the discount to the issue price for the new Shares were arrived at after arm’s length negotiations amongst the parties, taking into account, inter alia:
(a) the Subscription Consideration will be used by GenesisPro to fund the IML Business Acquisition;
(b) estimated costs incurred by IML and IML Founders in building up the IML Business;
(c) alternative of paying IML for use of the IML Assets instead of acquiring the said assets; and
(d) opportunity cost, risks and time to market of “buy versus build” decision for the Company. After performing due diligence on the specifics of IML Assets and taking into account, inter alia, lack of comparability across companies possessing different mix of technologies other than IML Assets, limited details of private market transactions and listed comparables, the management decided against using estimates of market value of IML Assets and its market alternatives and comparables as a bases in its final analysis. Management had instead, considered the aforementioned, including but not limited to reviewing the reasonableness of the estimated costs incurred by IML and IML Founders to date; weighing the opportunity cost and development risks involved to develop the IML Assets versus an acquisition of the IML Assets through GenesisPro; and explored the alternative of working/partnering with IML for the use of its technologies instead of acquiring the said assets. The Company had conducted due diligence with the support of relevant legal, financial and tax advisors, and was able to reach a reasonable assessment of the Subscription Consideration based on its own internal a...
Salient Terms. 3.4.1 The obligations of the Purchaser to complete and pay the Sale Price to the Seller is subject to the fulfilment of certain terms and conditions, amongst others, as set out below:
(a) the representations and warranties made by the Seller in the Halekulani SPA are true and accurate as of the date the Halekulani SPA is signed and as of the Transaction Execution Date, which is the Completion Date.
(b) by the Transaction Execution Date, the Seller has fulfilled and complied with any conditions and obligations it is required to fulfil or comply with under the Halekulani SPA.
(c) the Seller has handed over to the Purchaser the documents stipulated in paragraphs 7 and 9 of Article 4-1 of the Halekulani SPA by the Transaction Execution Date, or alternatively, is reasonably considered able to hand over the same on the Transaction Execution Date.
(d) the Seller has handed over to the Purchaser a certified copy of the Company's commercial register and signature seal certificate (both limited to those acquired within one month of the Transaction Execution Date) by the Transaction Execution Date.
3.4.2 The obligations of the Seller to transfer the Property to the Purchaser is subject to the fulfilment of certain terms and conditions, as set out below:
(a) the representations and warranties made by the Purchaser in the Halekulani SPA are true as of the date the Halekulani SPA is signed and as of the Transaction Execution Date, which is the Completion Date. (b) by the Transaction Execution Date, the Purchaser has fulfilled and complied with any conditions and obligations it is required to fulfil or comply with under the Halekulani SPA.
(c) the Purchaser has by the Transaction Execution Date, acquired from the trustee of the Property the documents stipulated in paragraph 7 of Article 4-1 of the Halekulani SPA;
(d) the Purchaser has handed over to the Seller a certified copy of its commercial register and signature seal certificate (both limited to those acquired within one month of the Transaction Execution Date) by the Transaction Execution Date. The salient terms in paragraphs 3.4.1 and 3.4.2 above are also generally in line with the terms of the Divestment Mandate.
Salient Terms. The salient terms of the PPA are as follows:
(a) LSS will design, construct, own, operate and maintain a solar photovoltaic energy generating facility with a capacity of 26.00 (not less than 1MWAc but not more than 30MWAc) MWAc to be located in Part of Lot 12512, 12513, 12560, 12561, 12567-12570, 12604-12608, 12610, 12657, 12658, 12663-12666, 12669, 12687-12691, 12694 and Lot 12558-12559, Lot 12601-12603, Lot 12611-12614, Lot 12655-12656, Lot 12659-12622, Lot 12667-12668, Xxx 00000-00000, Xxxxx Xxxxxxx Dua Belas, Daerah Kuala Langat, Selangor Darul Ehsan for connection to TNB’s medium voltage Distribution Network at 33kV PMU Teluk Panglima Garang.
(b) LSS will sell to TNB and TNB wishes to purchase from LSS, the Net Energy Output which generated by the Facility and will deliver to TNB for a period of 21 years from the commercial operation date in accordance with the agreed terms and conditions as stipulated in the PPA.
Salient Terms. 2.1 Pursuant to the respective Collaboration Agreements, all the Collaboration Agreements are subject to the following conditions precedent:
a) Any approval required from the relevant authority and shareholders in a general meeting of the Company to undertake this collaboration herein contemplated;
b) Resolution for the approval of Kanger Venture’s Board of Directors, as well as the approval of the Company, if applicable, to undertake the collaboration herein contemplated;
c) Resolution for the approval of the respective developers and main contractors’ Board of Directors, as well as the approval of its respective shareholders in a general meeting, if applicable, to undertake the collaboration herein contemplated; and
d) Change of nature of business of Kanger Ventures, if any. The Parties shall fulfill the above conditions within 90 (ninety) days from the date of these agreements or such extended date as shall be mutually agreed in writing by the Parties (Cut-Off Date).
2.2 Kanger Ventures’ obligations are as follows:
a) Coordinate the remaining construction work of the respective projects;
b) Management of subcontractors appointed by the respective main contractors;
c) to afford all assistance and cooperation to the respective developers and main contractors in relation to the Project; and
d) to manage payment of the respective Remaining Construction Sum as per the respective Collaboration Agreements.
