Salient Terms of the SSA Sample Clauses

Salient Terms of the SSA. The salient terms of the SSA include, inter alia, the following:
Sample 1
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Salient Terms of the SSA i. The Parties acknowledge that RSSB presently has a financing facility with Malaysian Debt Ventures Berhad (“MDV”), pursuant to which the Company is indebted to MDV for the sum of approximately RM826,211.48 as at 31 March 2020. ii. Subject to Completion take place in accordance with the SSA, the Vendor agrees to settle the Company’s indebtedness with MDV (“MDV Settlement”). The Vendor shall take the required steps for the MDV Settlement as soon as reasonably practicable after Completion but in any case, within thirty (30) days from full receipt of the First Tranche Balance Purchase Price amounting to RM1,082,562.31. For this purpose, the Vendor is fully authorised to represent the Company and take all required steps to give effect to the MDV Settlement, including signing, on behalf of the Company, any required documents. Without prejudice to the foregoing, the Vendor undertakes to take, and shall procure the Company to take, all required steps to give effect to the MDV Settlement, including executing all required documents. iii. The Parties acknowledge and agree that: (a) RSSB is expected to receive a refund from MDV (including but not limited to the amounts in the sinking fund maintained with MDV, which is equivalent to RM67,437.69 as at 31 March 2020) (“MDV Refund Amount”) upon the MDV Settlement taking place; and (b) the Vendor shall be entitled to the MDV Refund Amount. iv. The Parties agree that the assets and liabilities of the Company as at 31 March 2020 and reflected in the SSA shall be to the account of the Vendor.
Sample 1
Salient Terms of the SSA. Upon the execution of the SSA, MLSB shall within thirty (30) days from the date of the SSA, increase its authorised share capital to RM25,000,000.00 and to increase its issued and paid-up share capital to RM17,000,000.00 via the allotment of an additional 16,999,998 Shares to be held by DSSB and SOP as follows: Parties Number of Shares Proportion DSSB 9,349,998 (with two (2) ordinary shares to be transferred to DSSB making the aggregate shares to be held 9,350,000) 55% SOP 7,650,000 45% Total 17,000,000 100% The proceeds raised from the share allotments above, shall inter alia for the JVC to acquire an oil and chemical tanker named “Asia Success” and a motor tanker named “Asia Victory” and subsequent upgrading and improvement of the named vessels. The named vessels shall be renamed “Xxxxxx 1” and “Xxxxxx 2”.
Sample 1
Salient Terms of the SSA. Pursuant to the SSA, SLSB will acquire 50,000 ordinary shares from EPF, representing 20% equity interest in SSQ on an “as is where is” basis free from all encumbrances at a total consideration of RM136,649,000 (“Purchase Consideration”) and repay on behalf of SSQ, a sum of RM73,351,000 in cash towards the settlement of the Musyarakah Capital invested by EPF in SSQ. SLSB shall pay EPF in the following manner: (a) upon execution of the SSA, SLSB shall pay RM27,329,800 as part payment of the Purchase Consideration and RM14,670,200 towards part settlement of the Musyarakah Capital; and (b) on 15 December 2017 or such other date as may be agreed upon between the parties, SLSB will pay RM109,319,200 towards settlement of the balance of the Purchase Consideration and RM58,680,800 towards settlement of the balance Musyarakah Capital. Upon completion of the SSA and KFH SSA, SSQ will become a wholly-owned subsidiary of SLSB.
Sample 1
Salient Terms of the SSA a) Subject to the fulfilment of the Conditions Precedent and the provisions of the SSA, the Vendors shall sell the Sale Shares and STSB shall purchase the Sale Shares free from all charges, liens, pledges, trust and other encumbrances and with all rights, benefits and entitlements now or thereafter attaching thereto and the assignment and novation of the Total Advances to STSB. b) The sale and purchase of the Sale Shares and completion thereof are conditional upon fulfilment of the followings within 3 months from the date of the SSA (“Condition Period”): i) A resolution passed at a board meeting and general meeting of STSB approving the purchase of the Sale Shares; ii) A resolution passed at a board meeting and general meeting of JWSB approving the sale of its portion of the Sale Shares and the assignment of the Shareholders’ Advances directly in favour of STSB; iii) A resolution passed at a board meeting and general meeting of GMSB approving the sale of the Sale Shares and the assignment of the Total Advances directly in favour of STSB; iv) the Vendors having obtain the written approval of KFH for the following matters:- (A) The change in the directors of GMSB to include the appointment of the nominee(s) of STSB on the board of directors of GMSB; and (B) The change in the shareholders and shareholdings of the shareholders of GMSB, as a result of the sale of the Sale Shares to STSB pursuant to the SSA. c) The SSA shall become unconditional on the date the last item in the Conditions Precedent is fulfilled (hereinafter referred to as the “Unconditional Date”) d) In the event that any of the Conditions Precedent is not fulfilled within Condition Period, STSB shall grant a further 3 months to the Vendors to fulfil the Conditions Precedent and thereafter subject to any further extension as STSB may at its sole and absolute discretion.
Sample 1
Salient Terms of the SSA. The Purchase Consideration shall be paid to the Vendors in the following manner: (a) RM600,000.00 by way of deposit and part payment of the Purchase Consideration upon execution of the SSA (the “Deposit”); (b) the balance of RM5,400,00.00 through Messrs Reddi & Co, Advocates, 2nd & 3rd Floors, Reddi Building, No. 393, Jalan Datuk Abang Xxxxx Xxxxx, 93450 Kuching, Sarawak by WII within three (3) months of the date of the SSA; (c) the relevant proportion of the Purchase Consideration which each Vendor is entitled to is as follows: Vendors No. of ordinary shares of RM1.00each held % Purchase Consideration (RM) Dato’ Xxx 4,500 90.00 5,400,000 Mr Jee 500 10.00 600,000 (d) both WII and the Vendors have agreed that all amounts outstanding to each of the Vendors and WII by PFSB as at the date of the SSA will be fully settled by the Vendors upon payment by WII of the Purchase Consideration, and PFSB shall no longer have any further outstanding liabilities to each of the Vendors and WII in respect of such amounts. Pursuant to the terms of the Deed of Rescission, PFSB shall refund to WII the 10% deposit amounting to RM600,000.00 paid for the Proposed Land Acquisition. This refunded amount shall be subsequently utilised by WII to pay the Deposit pursuant to the terms of the SSA.
Sample 1
Salient Terms of the SSA. 2.1.1 The project company will be set-up for the following concessions:- (i) to upgrade emission standard on the first phase of the existing project operated by YXCWT. The BOT Concession Agreement is for a period of 23 years. (ii) to expand the water treatment capacity to 20,000 tonnes per day on the second phase of the existing project operated by YXCWT. The project investment cost and other related terms and conditions will be determined in a supplementary agreement to be signed later. 2.1.2 The proposed registered capital of the project company is USD5 million (equivalent to RM15,215,000 at an exchange rate of USD1 equals to RM3.043).
Sample 1
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Salient Terms of the SSA 
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Related to Salient Terms of the SSA

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  • Service Terms Each Service Order will provide for a service term. At the end of the service term of any Service Order, unless either party gives written notice to the other party of its intention not to renew at least ninety (90) days before the end of a service term, the term of such Service Order will automatically renew for successive twelve (12) month periods. Termination of one Service Order will not affect the term of any other Service Order.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • TERMS OF THE ESCROW 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. 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