The Project Company. 9.1.1. ceases to comply with all Environmental Law;
9.1.2. fails to obtain, maintain and ensure compliance with all requisite Environmental Permits;
9.1.3. fails to implement procedures to monitor compliance with and to prevent liability under any Environmental Law, where failure to do so has or might reasonably be expected to have a Material Adverse Effect or is reasonably likely to result in any liability for the Lender. To: HARMONY GOLD MINING COMPANY LIMITED Block 27 Randfontein Office Park Cnr Main Reef Road & Xxxx Avenue Randfontein From: BUSINESS VENTURE INVESTMENTS NO. 1687 PROPRIETARY LIMITED [—], 201[—] Dear Sirs, R18 239 760 Facility Agreement dated [—], 2012 (the Agreement)
1. We refer to the Agreement. This is a Compliance Certificate.
1. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
2. We confirm that as at [relevant testing date]: Debt Service Cover Ratio
3. Calculations establishing the figures in paragraph 3 above are set out below: [—]
4. We confirm that no Default is continuing as at [relevant testing date]. Signed: [insert applicable certification language] for and on behalf of [name of auditors of the Group]
1. The sale of business agreement (the Sale of Business Agreement), dated on or about the Signature Date, between the Project Company (as purchaser) and the Sponsor (as seller), for the sale and purchase of that part of the Sponsor’s business which relate to the mining of certain tailings deposition sites (including related assets and liabilities).
2. A contract mining agreement (the Contractor Agreement), dated on or about the date of the Sale of Business Agreement, between the Project Company and the Sponsor in terms of which the Sponsor appoints the Project Company to mine the tailing dams (which are the subject matter of the Sale of Business Agreement) for a specified period.
3. A sale and purchase agreement (the Freegold Sale Agreement), dated on or about the Signature Date, between the Project Company (as purchaser) and Freegold (as seller), for the sale and purchase of the tailings deposition site known as the “St Helena Dams”.
4. A deed of cession (the Mining Right Deed of Cession) between the Sponsor (as cedent) and
5. A subscription, sale and shareholders agreement (the Subscription, Sale & Shareholders Agreement), dated on or about the date of the Sale of Business Agreement, between Histopath, BEECo1, BEECo3, ...
The Project Company. (a) As of the Closing, DVSL shall be owned by the Parties in accordance with the DVSL Operating Agreement, and the Project shall be wholly owned by DVSL. The Project, the Project Documents, Permits, Financing Agreements (if any), the Shared Facilities and any assets, equipment, parts, interests or other property (tangible or intangible) related to the Project shall be and at all times shall have been the sole assets of DVSL.
(b) The capital necessary for the construction and completion of the Project (or the reimbursement thereof as Approved Expenses) will be, or shall have been, provided by the Parties holding Class B Membership Interests through one or more equity investments (the “Equity Investment(s)”), as determined by Spring Lane and the Parent, in each case, subject to the terms of this Agreement, including Article IV hereof.
(c) In the event that DVSL intends to co-own certain facilities with any computing company owning an adjacent Project, then, subject to the approval of Spring Lane, DVSL and each such other computing company shall enter into a Shared Facilities Agreement.
The Project Company. The Project Company is a wholly foreign-owned enterprise established in the PRC on 24 May 2006 and was wholly-owned by the Target Company as at the date of the Agreement. As at the date of the Agreement, the principal assets of the Project Company were the Properties, being the Land and the Premises. The Premises comprise a 16-level building erected on the Land operating as the Hotel. The 16-level building has a construction area of approximately 34,221.48 sq.m. and it comprises restaurants, commercial center, multifunction rooms and a total of 276 guest rooms. Save for the final renovation work on the 12th to 16th floors, the construction of the main hotel building has been completed and the Hotel has commenced its trial operations and business in stages since 2010. After that, the Project Company has recorded increasing amount of turnover and its loss making position has also improved substantially. The Premises also comprise another building which has already been constructed but is still undergoing internal design and renovation, and will be developed into the Clubhouse which has a construction area of approximately 22,412 sq.m. with a range of facilities, including but not limited to a large scale ballroom, spa, nightclub and sauna center. It is expected that the renovation of both of the 12th to 16th floors of the main hotel building and the Clubhouse will be completed by the end of December 2012. Since the Hotel and the Clubhouse could only commence full operations after the aforesaid renovation is completed, the fixed administration overheads, such as depreciation charge, were/shall be borne by the existing operations. Thus, the loss making position of the Project Company is expected to persist in the short run until the commencement of full operations of the Premises. As at the date of this announcement, the remaining parcel of the Land located at 肇慶高新區工業大街北面、肇慶宏通置業有限公司東面 (North of Gongye Street and east of Zhaoqing Hongtong Properties Limited, Dawang Hi-tech District, Zhaoqing City, Guangdong Province, the PRC*), with an area of approximately 38,219.89 sq.m. is vacant. According to the PRC legal advisers to the Company, as at the date of this announcement, the《土地使用權證》(Land Use Rights Certificate*) has been obtained. Upon obtaining the relevant《建設用地規劃許可證》(Construction Land Planning Permit*),《建設工程規劃許可證》(Construction Project Planning Permit*) and《建 築工程施工許可證》(Construction Project Building Permit*) before the construction of the vacant Land, the vacan...
The Project Company. Seller hereby represents and warrants to Buyer as of the date hereof that except as disclosed in the Schedules:
The Project Company. (a) As of the Closing, DV shall be owned by the Parties in accordance with the DV Operating Agreement, and the Project shall be wholly owned by DV. The Project, the Project Documents, permits, Financing Documents, the Shared Facilities and any assets, equipment, parts, interests or other property (tangible or intangible) related to the Project shall be and at all times shall have been the sole assets of DV.
(b) The capital necessary for the construction and completion of the Project will be, or shall have been, provided by the Parties holding Membership Interests through one or more equity investments (the “Equity Investment(s)”), as determined by Navitas and the Parent, in each case, subject to the terms of this Agreement, including Article IV hereof.
The Project Company. The Project Company is a limited liability company incorporated in Singapore and is indirectly owned as to 40% by the Company as at the date of this announcement. The First Purchaser and the Second Purchaser are Xx. Xxxx Xxxxxxx and Mr. Xxx Xxxxxxx, respectively. The Third Purchaser is a limited liability company incorporated in Singapore and is principally engaged in the business of investment holding. The Third Purchaser is 44.16% owned by Xx. Xxxx Xxxx, the director of the Project Company and the First Vendor, and is 55.84% owned by the management team of the Project Company, including Xxxx Xxxxx Xxxx, Xxx Xxx Xxxx, Xxxx Xx, Xx Xxxx Xxx, Xxxxxx Xxx Pe and Xxx Xx Xxx.
The Project Company. The Project Company is a company incorporated in the PRC. It is involved in the businesses of development of solar power applied technology, promotion on the application of photovoltaic products, research and development and sales of photovoltaic power generation equipment. The EPC Contractor is a company incorporated in the PRC. It is involved in the businesses of general contracting of housing and construction engineering projects by qualification, specialised contracting of foundation and foundation engineering, specialised contracting of steel structural engineering, specialised contracting of installation of mechanical and electrical equipment, specialised contracting of building and decoration projects, general contracting of municipal and public construction projects, construction of fire service facilities, non-standard production and maintenance of engineering facilities.
The Project Company. The JV shall organize and establish the Project Company under applicable law in Mexico. The Project Company shall be wholly owned, directly or indirectly, by JV.
The Project Company. The Project Company is a direct wholly owned subsidiary of Shaanxi JB, established in the PRC with limited liability and is principally engaged in (i) designing, evaluation and implementation of energy-saving and energy-management services; (ii) Heating and cooling supply services; (iii) sales and lease of heating and cooling system equipment and materials; and (iv) related consulting and technology services. As at the date of this announcement, the Project Company has obtained two district centralized heating licences in Xian City and completed registration for four districts. As at the date of this announcement, to the best of knowledge, information and belief of the Directors, having made all reasonable enquiry, each of the Partnership Enterprise, Shaanxi JB and the Project Company is an Independent Third Party.
The Project Company. The Project Company is a company newly incorporated under the laws of the PRC in July 2014 with limited liability which is currently held by another fund. The Project Company was incorporated for the purposes of holding the residential and commercial project involving the development of land plots in Jialing Industrial Park of Shapingba District in Chongqing（ 重 慶 市 沙 坪 壩 區 雙 碑 嘉 陵 工 業 園 ）with a site area of 218,303 sq.m. The acquisition of the relevant land plots by the Project Company is expected to be completed in December 2014 and the development of the relevant land plots is expected to commence in March 2015 and to be completed by the end of 2019. The properties will be offered for sale after completion. As one or more of the applicable percentage ratio(s) (as defined in Rule 14.07 of the Listing Rules) in respect of the investment in the Fund by ZHR Equity Investment Enterprise exceed 5% but are all less than 25%, the transaction under the Limited Partnership Agreement constitutes a discloseable transaction for the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
