Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.
Funding Arrangements Minimum amounts/increments for Japan Local Currency Borrowings, repayments and prepayments: Same as Credit Agreement.
Banking Arrangements The banking business of the Corporation shall be transacted with such banks, trust companies or other person or persons as the board may determine from time to time and all such banking business shall be transacted on behalf of the Corporation by such person or persons and to such extent as the board may determine from time to time.
Closing Arrangements Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.
Intercompany Arrangements (a) Except as set forth in Section 5.5(a) of the Seller Disclosure Schedules and except for this Agreement and the Ancillary Agreements, and the agreements specifically referred to therein as remaining outstanding after the Closing, all intercompany and intracompany accounts, indebtedness, transactions or Contracts between the Companies and their respective Subsidiaries, on the one hand, and the Seller and its Affiliates (other than the Companies and their respective Subsidiaries or with respect to the TS Business), on the other hand, shall be cancelled, settled, offset, capitalized or otherwise eliminated prior to the determination of Indebtedness for purposes of calculating the Cash Purchase Price, without any consideration or further liability to any party and without the need for any further documentation, prior to the Closing.
(b) The Parties recognize and acknowledge that the Enterprise-Wide Contracts set forth in Section 5.5(b) of the Seller Disclosure Schedules relate to both the TS Business and the Retained Business. All Enterprise-Wide Contracts shall be retained by the Seller. Following the date hereof, to the extent requested by the Buyer, the Seller and the Buyer shall use reasonable best efforts to negotiate a new Contract for the benefit of the Buyer and its Affiliates (including the Companies and their Subsidiaries) with respect to the matters covered by such Enterprise-Wide Contracts. The terms and conditions of any Contract or arrangement applicable to the TS Business entered into pursuant to this Section 5.5(b) shall be reasonably acceptable to the Buyer. For the avoidance of doubt, the Seller shall be under no obligation to obtain alternative Contracts with an equivalent level of pricing or other terms as provided in the Enterprise-Wide Contract sought to be obtained for the benefit of the Buyer. In the event that the Parties are not able to obtain any such new Contract, then the Parties shall use reasonable best efforts to cause the Transition Services Agreement to include, as a Service (as defined in the Transition Services Agreement), for such time as is reasonably necessary for the TS Business to obtain a new Contract covering such products and services, which period shall be set forth in the Transition Services Agreement, either (x) the products and services provided under such Contract or (y) reasonable alternative arrangements which permit the Buyer to continue operating the TS Business in substantially the same manner as currently conducted. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates) that are parties to Enterprise-Wide Contracts with respect to any such efforts described in this Section 5.5(b).
(c) From and after the Closing, if either Party receives any (a) funds or any other assets intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such funds or other assets to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or other assets, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwise) or (b) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other Party.
Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.
Management Arrangements 9.1. The Management Arrangements set out the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Statement of Requirements, the Service Levels, the Award Procedures and the terms of this Framework Agreement.
9.2. The Authority may by notice to the Contractor suspend the Contractor’s appointment to provide Services to Framework Public Bodies for a notified period of time:
9.2.1. if the Authority becomes entitled to terminate this Framework Agreement under clause 42 (Termination Rights) or 43 (Termination on Insolvency or Change of Control); or
9.2.2. in any other circumstance provided for in the Management Arrangements.
9.3. Suspension under clause 9.2 shall terminate upon cessation of all of any circumstances referred to in subclauses 9.2.1 and 9.2.2.
9.4. The Contractor must continue to perform existing Call-off Contracts during any period of suspension under clause 9.2.
Purchase Arrangements 1. Within 10 working days after this agreement is signed and becomes effective, Party A shall pay US$ 2.8 million to the overseas account designated by Party B (the specific payment arrangement shall be subject to Clause 1 of Article III) as an advance payment. Both parties agree as follows:
(1) Party B shall obtain the sole and exclusive power of attorney from the Subject Company and the shareholders holding 100% of the total shares of the Subject Company for the matters set forth in this agreement;
(2) Party A will arrange its staff to survey the land and real estate of the Subject Company. In this regard, Party B and the Subject Company shall give full cooperation and assistance, and authorize or appoint responsible personnel to follow up the whole process;
(3) Party B shall settle the historical creditor’s rights and debts arising in the book of the Subject Company, and have the additional business items in the Subject Company’s business scope extended, that is, adding “electric bicycle production” or “electric power assisted bicycle production” and “electric motorcycle production (road motor vehicle production) in the permitted items” in the business scope.
(4) Party B shall complete the purchase of the shares of the Subject Company no later than May 15, 2021. Where it is approved and confirmed by Party A in writing, it shall not be later than June 15, 2021.
Monitoring Arrangements 8.1 We will formally monitor the progress of the access agreement at least once a year and report annually to the SCITT Management Group. Initial monitoring will be concerned with participation rates and the development of data on lower income and other under-represented groups. When specific data is accrued, we will look to monitor against this.
8.2 Our annual report to the SCITT Management Group will form the basis of our monitoring report to OFFA.
Hedging Arrangements (a) With respect to any Receivables acquired by Seller which are denominated in a currency other than Dollars, Seller shall procure and maintain in full force and effect at all times Eligible Hedging Arrangements in an aggregate notional amount not less than the Aggregate Capital at such time.
(b) On the date of the each Incremental Purchase of a Purchaser Interest in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase.
(c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date.
(d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made.
(e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunder.
