Transferee’s Obligations. The obligation of Transferee to pay the Purchase Price and assume the Assumed Liabilities is subject to the satisfaction (or waiver by Transferee) on the Closing Date of the following conditions:
i. The representations and warranties of Transferor made in this Agreement shall be true and correct in all respects as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, except to the extent of changes caused by the transactions expressly contemplated herein.
ii. Transferor shall have performed or complied in all respects with all obligations and covenants required by this Agreement to be performed or complied with by Transferor by the time of the Closing.
iii. No suit or proceeding shall be pending nor shall any injunction or order of any court or administrative agency of competent jurisdiction be in effect as of the Closing which restrains or prohibits the purchase and sale of the Assets or the exercise by Transferor or Transferee of control over the Assets.
iv. Transferee shall have obtained any and all necessary approvals of its Board of Directors and Shareholders for the execution and delivery of this Agreement and the Other Agreements contemplated hereby and the performance by Transferee of its obligations thereunder and hereunder.
Transferee’s Obligations. 2.1 The Transferee undertakes to the Counterparty to observe and perform the Contract and be bound by its terms from the Novation Date, and accordingly all the obligations and liabilities of the Transferor owed to the Counterparty under the Contract arising on or after the Novation Date shall become the obligations and liabilities of the Transferee owed to the Counterparty.
Transferee’s Obligations. 7.1. The Transferee shall pay the Transfer Price to the Transferor on time and in full in the manner and amount as set forth herein. In case of special circumstances, payment may be extended by 10 days. Thereafter, the Transferee shall pay the Transferor an overdue fine at a daily rate of 0.021% of overdue amount.
7.2. After the Initial Closing Date, the Transferee takes possession of the Transferred Assets. The Transferee shall exercise due care in respect of the Transferred Assets and itself bear the damage and loss risk of the Transferred Assets from the Initial Closing Date to Further Closing Date. If this transaction is unsuccessful, the Transferee shall be obliged to return the Transferred Assets and project contracts that are in a good condition to the Transferor.
7.3. The Transferee shall fully perform the contractual obligations that shall be performed by the Transferor under the contracts as listed in Annex 2. Where the Transferee fails to fully perform the contractual obligations that shall be performed by the Transferor under the contracts as listed in Annex 2, thus resulting in the problems concerning the implementation of such contracts, the Transferee shall itself bear all the consequences subsequent thereon and the payment of the Transfer Price by the Transferee to the Transferor shall not be affected thereby.
Transferee’s Obligations. Each Transfer to which Landlord has consented shall be evidenced by a written instrument in form reasonably satisfactory to Landlord, and executed by Tenant and the Transferee. Each such Transferee shall agree in writing for the benefit of Landlord to assume, be bound by, and perform the terms, covenants and conditions of this Lease to be performed, kept or satisfied by Tenant, including the obligation to pay to Landlord all amounts coming due under this Lease. One fully executed copy of such written instrument shall be delivered to Landlord. Failure to obtain in writing Landlord's prior consent or otherwise comply with the provisions of this Article 19 shall prevent any Transfer from becoming effective.
Transferee’s Obligations. The Transferee hereby agrees that the Transferred Shares are subject to the restrictions and obligations as set forth in that certain Securities Subscription Agreement dated October 13, 2021 (the “Subscription Agreement”) between the Transferor and the Company. The Transferee hereby agrees to be a party to that certain letter agreement between the Company and the Transferee dated October 13, 2021 (the “Letter Agreement”) and the Registration Rights Agreement dated October 13, 2023 (the “Registration Rights Agreement”) by way of the Joinder Agreement, a form of which is attached as Exhibit B to the Securities Purchase Agreement. In addition, the Transferee agrees that if, in connection with an initial business combination of the Company, the Transferor agrees to forfeit, transfer, exchange or amend the terms of all or any portion of the Transferred Shares, or to enter into any other arrangements with respect to the Transferred Shares to facilitate the consummation of the Company’s initial business combination, including voting in favor of any amendment to the terms of the Transferred Shares (any of the foregoing, a “Change in Investment”), the Transferred Shares awarded to the undersigned shall be similarly forfeited, transferred, exchanged, amended or subjected to any such Change in Investment, in each case pro rata in proportion to the number of Transferred Shares held by the Transferor, automatically and without consent of the Transferee. In the event the Transferee’s status as a director of the Company terminates for any reason prior to the date of consummation of the Company’s initial business combination as defined in the Company’s Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission, 100% of such Transferee’s Transferred Shares shall be transferred back to the Transferor, without consideration therefor.
Transferee’s Obligations. A. The Transferee shall meet the provisions of Section 7.5-40 of the Cable Television Regulations and all other provisions of the Franchise Documents regarding service requirements. In addition, the Transferee hereby agrees that the operation of the System shall meet or exceed the FCC standards contained in 47 CFR Part 76.309, entitled Customer Service Obligations, and the requirements of the Franchise Documents. Nothing in this paragraph shall relieve the Transferee from meeting its obligations under the Franchise Documents.
B. By January 1, 1997, the Transferee shall inspect all subscriber drops in the City for compliance with the NEC and other applicable laws and regulations. For all drops which do not meet such Code, laws and regulations, the Transferee shall repair the drops, as needed, and provide to the City Manager quarterly written reports beginning on March 1, 1996, documenting such inspections and repairs.
Transferee’s Obligations. 7.1 The Transferee shall pay the Transfer Price to the Transferor on time and in full in the manner and amount as set forth herein. In case of special circumstances, payment may be extended by 10 days. Thereafter, the Transferee shall pay the Transferor an overdue fine at a daily rate of 0.021% of overdue amount.
7.2 After the Initial Closing Date, the Transferee takes possession of the Transferred Assets. The Transferee shall exercise due care in respect of the Transferred Assets and itself bear the damage and loss risk of the Transferred Assets from the Initial Closing Date to Further Closing Date. If this transaction is unsuccessful, the Transferee shall be obliged to return the Transferred Assets and project contracts that are in a good condition to the Transferor.
7.3 The Transferee shall fully perform the contractual obligations that shall be performed by the Transferor under the service contracts that are being implemented, as listed in Annex 3.
7.4 The Transferee shall timely sign labor contracts with the management and implementation teams of the Transfer Object and substitute the Transferor to continue to perform related labor contracts. Without the consent of relevant employees, the Transferee shall not change the contents of labor contracts without permission (except name of employer) and the length of service of the management and implementation teams of the Transfer Object with the Transferor shall be the length of service with the Transferee.
Transferee’s Obligations. At Settlement on the Settlement Date and subject to the Transferor's compliance with clause 10.2, the Transferee will pay the consideration for the transfer of the Assigned Interest in accordance with clause 3 and will pay the contribution to operating costs in accordance with clause 4.
Transferee’s Obligations. In consideration of the present transfer, the Transferee undertakes:
6.1 to pay all real estate taxes and assessments due or to fall due in respect of the Property from the date hereof;
6.2 to pay the costs of these presents, copies and registration fees thereof.
Transferee’s Obligations. 4.2.1 The Transferee shall promptly:
(a) supply all such references, accounts and information, as the Landlord may reasonably require in connection with the application for the Consent; and
(b) comply with the Landlord's lawful requirements in relation to the application for the Consent; and
(c) sign or execute the Consent within five days of the engrossment of the same having been submitted to the Transferee's Solicitors and then return it to the Transferor's Solicitors.
4.2.2 If as a condition of granting Consent and in accordance with the terms of the Leases the Landlord shall require sureties to guarantee the performance by the Transferee of the covenants on the part of the tenant and of the conditions and agreements contained in the Leases then the Transferee shall procure that the Guarantor is party to and shall execute both the Consent and the Transfer to the Transferee or if the Landlord shall require a rent deposit in accordance with the terms of the Leases the Transferee will on completion of the Consent pay to the Landlord a deposit equivalent to six months' rent at the rate reserved by the particular Lease and will execute and deliver to the Landlord a Rent Deposit Deed in any form reasonably required by the Landlord.
4.2.3 Subject to the Transferee complying with its obligations contained in sub-paragraphs 4.
2.1 and 4.
2.2 hereof the Transferor shall use all reasonable endeavours to obtain the Landlord's Consent to the Transfer of the Leases but shall not be obliged to make any financial payment to the Landlord (other than in respect of the Landlord's reasonable and proper legal and surveyors' costs) or be obliged to commence any proceedings for a declaration that the Landlord's Consent is being unreasonably withheld or delayed.
