REASONS FOR AND BENEFITS OF THE DISPOSAL The Board is of the view that since the Disposal Group has recorded loss and the business prospect of the Disposal Group is no longer promising and the business of the Disposal Group will no longer create effective synergy with the Group’s principal businesses. Consequently, disposal of the Disposal Group may streamline the businesses of the Group so that the Group may focus the resources of the Group on its principal businesses. Therefore, the Board considers that the Disposal is in the interests of the Company and its shareholders as a whole. The proceeds from the Disposal will be used as the general working capital of the Group. None of the Directors, except Ms. Foo Xxx Xxx Xxxxx, has a material interest in the Disposal or is required to abstain from voting on the Board resolutions to approve the entering into the Agreement. The Directors (including all independent non-executive Directors) are in the opinion that the terms of the Agreement have been negotiated at arm’s length and entered into on normal commercial terms, and the terms of the Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS As the entire issued share capital of the Share Purchaser is beneficially owned by Ms. Foo Xxx Xxx Xxxxx and the entire issued share capital of the Guarantor is beneficially owned by Ms. Foo Xxx Xxx Xxxxx and Ms. Foo Xxx Xxx Xxxxx is the controlling shareholder, the chairman and an executive Director of the Company, Ms. Foo Xxx Xxx Xxxxx is a Connected Person of the Company under Chapter 14A of the Listing Rules. Since the applicable Percentage Ratios calculated under Rule 14.07 of the Listing Rules in respect of the Disposal are more than 0.1% but less than 5%, the Disposal is subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors, except Ms. Foo Xxx Xxx Xxxxx, has a material interest in the Disposal. Ms. Foo Xxx Xxx Xxxxx is a Connected Person and therefore has abstained from voting on the relevant Board resolutions approving the Disposal.
INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State except in the following circumstances, when such income may also be taxed in the other Contracting State:
TERMINATION OF EFT SERVICES You may terminate this Agreement or any EFT service under this Agreement at any time by notifying us in writing and stopping your use of your card and any access code. You must return all cards to the Credit Union. You also agree to notify any participating merchants that authority to make xxxx payment transfers has been revoked. We may also terminate this Agreement at any time by notifying you orally or in writing. If we terminate this Agreement, we may notify any participating merchants making preauthorized debits or credits to any of your accounts that this Agreement has been terminated and that we will not accept any further preauthorized transaction instructions. We may also program our computer not to accept your card or access code for any EFT service. Whether you or the Credit Union terminates this Agreement, the termination shall not affect your obligations under this Agreement for any electronic transactions made prior to termination.
Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.
Reimbursable Services Reimbursable Services are the services specifically identified in Paragraph 15.2 that are provided by the Architect/Engineer in conjunction with the delivery of Basic Services under this Agreement. Compensation for Reimbursable Services will be made when the services are complete.
Inspection of Services Subcontractor shall make the Services accessible at all reasonable times for inspection by the Contractor. Subcontractor shall, at the first opportunity, inspect all material and equipment delivered to the job site by others to be used or incorporated in the Subcontractor’s Services and give prompt notice of any defect therein. Subcontractor assumes full responsibility to protect the work done hereunder until final acceptance by the Contractor or any authorized third (3rd) party.
TERMINATION FOR CAUSE BY CONTRACTOR 4.06.1 Contractor may terminate its performance under this Agreement only if the City defaults and fails to cure the default after receiving written notice of it. Default by the City occurs if the City fails to perform one or more of its material duties under this Agreement. If a default occurs and Contractor wishes to terminate the Agreement, then Contractor must deliver a written notice to the Director describing the default and the proposed termination date. The date must be at least 30 days after the Director receives the notice. Contractor, at its sole option, may extend the proposed termination date to a later date. If the City cures the default before the proposed termination date, then the proposed termination is ineffective. If the City does not cure the default before the proposed termination date, then Contractor may terminate its performance under this Agreement on the termination date
Standard of Services All services to be rendered by SCM hereunder shall be performed in a professional, competent and timely manner subject to the supervision of the Board of Directors of the Corporation on behalf of the Funds. The details of the operating standards and procedures to be followed by SCM in the performance of the services described above shall be determined from time to time by agreement between SCM and the Corporation.