Specific Performance Obligation. The Onshore Facility Agreement also contains the Specific Performance Obligation.

Specific Performance Obligation. Pursuant to the Facility Agreement, it shall be an event of default if China Xxxxx Asset Management Co., Ltd. (“China Xxxxx”) ceases to directly or indirectly own at least 50% of the issued share capital of the Company in case written consent is not obtained from the bank. As at the date of this announcement, China Xxxxx indirectly owns approximately 63% of the issued share capital of the Company. If an event of default under the Facility Agreement occurs, all the obligations of the Company to the bank shall become immediately due and payable on the bank's demand. By Order of the Board Xxxxx International Holdings Limited Xxx Xxx Xxxxx Executive Director Hong Kong, 7 July 2016 As at the date hereof, the Board comprises: Executive Directors: Xx. Xxxx Xxxxxxx (Chairman) Mr. Xxxx Xxxxxxx (Managing Director) Xx. Xxx Xxx Xxxxx Non-executive Director: Xx. Xxxx Xxxx Xxx Independent Non-executive Directors: Xx. Xxxx Xxxxxxx Xx. Xxxx Xxxxxxxx Xx. Xxxx Xxx Xxxx

Specific Performance Obligation. The Offshore Facility Agreement contains a specific performance obligation imposed on the Xxx Family Holders. The Xxx Family Holders are required, at all times during the Facility Period, to remain as the single largest shareholder of the Company (directly or indirectly) (the “Specific Performance Obligation”).

Specific Performance Obligation. Pursuant to the Facility Agreement, application by the Company to use the Loan Facility is conditional upon the covenants/undertakings rendered by China Xxxxx (HK) Holdings Company Limited (“China Xxxxx (HK)”) who being a continuing guarantor of the Loan Facility, China Xxxxx (HK) shall (i) maintain the minimum consolidated tangible net worth (total equity less minority interests and intangible assets) (“Consolidated Tangible Net Worth”) be not less than HK$3 billion; and (ii) maintain its consolidated net gearing ratio (total secured and unsecured bank borrowings less cash versus Consolidated Tangible Net Worth) be not exceeding 1.5 times. Failing to comply with the undertakings will trigger an event of default. If an event of default under the Facility Agreement occurs, the bank may declare the Facility Agreement be cancelled and/or demand repayment in full all outstanding advances together with the interest accrued thereon and all other sums payable by the Company under the Facility Agreement. By Order of the Board Xxxxx International Holdings Limited Xxx Xxx Xxxxx Executive Director Hong Kong, 29 December 2014 As at the date hereof, the Board comprises: Executive Directors: Xx. Xxxx Xxxxxxxx (Chairman) Xx. Xxxx Xxxxxxx (Managing Director) Mr. Xxxx Xxxxxxx Xx. Xxx Xxx Xxxxx Non-executive Director: Xx. Xxxx Xxxx Xxx Independent Non-executive Directors: Xx. Xxxx Xxxxxxx Xx. Xxxx Xxxxxxxx Xx. Xxxx Xxx Xxxx

Specific Performance Obligation. The Loan Agreement contains a specific performance obligation on the Borrower to ensure that Xx. Xxxx Ip Xxxx, the controlling shareholder of the Company, and his family members shall hold directly or indirectly not less than 40 per cent of the equity interest and voting shares of the Company and remain as the largest shareholder of the Company (the “Specific Performance Obligation”). * For identification purpose only A breach of the Specific Performance Obligation constitutes an event of default under the Loan Agreement. The Lender may at any time after the occurrence of an event of default declare the Facility to be terminated and the loan outstanding together with the accrued interest and all other amounts payable thereunder to be immediately due and payable.

Specific Performance Obligation. As one of the conditions of the Facility, Oceanwide Holdings Co., Ltd.* (the “Controlling Shareholder”), the controlling shareholder of the Company, shall provide a guarantee (equivalent to the outstanding loan amount and interests) by entering into a guarantee agreement with the Bank as security for the Facility, the breach of this specific performance obligation and certain undertakings in the guarantee agreement will constitute an event of default under the Facility. Such specific performance obligation imposed on the Controlling Shareholder under the Facility Agreement is required to be disclosed by the Company pursuant to Rule 13.18 of the Listing Rules. As at the date of this announcement, the Controlling Shareholder indirectly holds approximately 74.94% of the entire issued share capital of the Company. The Company shall make continuing disclosure in its subsequent annual and interim reports for so long as the above specific performance obligations continue to exist pursuant to the requirements under Rule 13.21 of the Listing Rules. By Order of the Board China Oceanwide Holdings Limited XXX Xxxxxxxxx Chairman Hong Kong, 8 May 2020 As at the date of this announcement, the Board comprises: Executive Directors: Xx. XXX Xxxxxxxxx (Chairman) Xx. XXX Xxxxxxx (Deputy Chairman) Xx. XXX Xxxx Xx. XXXXX Xxxxxx Xx. XXX Xxxxxxxx Non-executive Director: Xx. XXXX Xxxxxxx Independent Non-executive Directors: Xx. XXX Xxxxxx Xx. XXX Xxxxxx Xx. XX Wa Xxx Xxx Unless otherwise specified, conversion of RMB to HK$ in this announcement is based on the exchange rate of RMB1.00=HK$1.0946 for illustration purpose only. No representation is made that any amounts in RMB or HK$ can be or could have been converted at the relevant dates at the above rate or any other rates at all.

Related to Specific Performance Obligation

Performance Obligations The Purchaser shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing.
Performance Obligation 11.1 Developer’s Attachment Facilities 11.2 Connecting Transmission Owner’s Attachment Facilities
Licensor Performance Obligations 1. The Licensor will use reasonable efforts to ensure that its performance will meet or exceed industry standards and practices. Additionally, the Licensor agrees to the following performance standards.
Service Obligations The Supplier must supply the Services:
Excuse from performance of obligations If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event; provided that:
Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.
Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.
Notification Obligations (a) If by reason of a Force Majeure Event a Party is wholly or partially unable to carry out its obligations under this Agreement, the affected Party shall:
Termination Obligations The Supplier shall comply with all of its obligations contained in the Exit Plan. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), the Supplier shall: cease to use the Customer Data; provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as reasonably required by the Customer); erase from any computers, storage devices and storage media that are to be retained by the Supplier after the end of the Termination Assistance Period all Customer Data and promptly certify to the Customer that it has completed such deletion; return to the Customer such of the following as is in the Supplier's possession or control: all materials created by the Supplier under this Legal Services Contract in which the IPRs are owned by the Customer; any equipment which belongs to the Customer; any items that have been on-charged to the Customer, such as consumables; and any sums prepaid by the Customer in respect of Ordered Panel Services not delivered by the Expiry Date; vacate any Customer Premises; remove the Supplier Equipment together with any other materials used by the Supplier to supply the Ordered Panel Services and shall leave the sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the sites or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and/or any Supplier Personnel; provide access during normal working hours to the Customer and/or the Replacement Supplier for up to twelve (12) Months after expiry or termination to: such information relating to the Ordered Panel Services as remains in the possession or control of the Supplier; and such members of the Supplier Personnel as have been involved in the design, development and provision of the Ordered Panel Services and who are still employed by the Supplier, provided that the Customer and/or the Replacement Supplier shall pay the reasonable costs of the Supplier actually incurred in responding to requests for access under this paragraph. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), each Party shall return to the other Party (or if requested, destroy or delete) all Confidential Information of the other Party and shall certify that it does not retain the other Party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the Party in question for the purposes of providing or receiving any Ordered Panel Services or termination services or for statutory compliance purposes. Except where this Contract provides otherwise, all licences, leases and authorisations granted by the Customer to the Supplier in relation to the Ordered Panel Services shall be terminated with effect from the end of the Termination Assistance Period.
Additional Indemnity Obligations Consultant shall defend, with counsel of Town’s choosing and at Consultant's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.6.1 that may be brought or instituted against Town or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Town or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse Town for the cost of any settlement paid by Town or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Town's attorney's fees and costs, including expert witness fees. Consultant shall reimburse Town and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Town, its directors, officials officers, employees, agents, or volunteers.

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