Without prejudice to Clause 16.1 the Employer shall:
Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees Payment Terms and Funding Out Clause This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. 2
Obligations of the data exporter The data exporter agrees and warrants:
IMPLICATIONS UNDER THE LISTING RULES As at the date hereof, Xxxxxx is a substantial shareholder of the Company and is therefore regarded as a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since each of the applicable percentage ratios in respect of the Annual Caps for the transactions contemplated under the Framework Agreement is more than 5% and the annual consideration will exceed HK$10,000,000, the transactions contemplated under the Framework Agreement constitutes non-exempt continuing connected transaction for the Company under the Listing Rules and are subject to reporting, announcement and Independent Shareholders’ approval requirements of the Listing Rules. A SGM will be convened at which resolution(s) will be proposed to seek Independent Shareholders’ approval for the Framework Agreement and the Annual Caps. Zensho, which has material interest in the transactions contemplated under the Framework Agreement, will be required to abstain from voting at the SGM. As at the date hereof, Zensho holds 47,715,000 Shares, representing approximately 11.02% of the total issued share capital of the Company. At the SGM, votes will be taken by way of poll. The Independent Board Committee comprising all independent non-executive Directors will be established by the Board (i) to advise the Independent Shareholders as to whether the terms of the Framework Agreement and the Annual Caps are fair and reasonable and whether the entering into of the Framework Agreement is in the interest of the Company and the Shareholders as a whole; and (ii) to advise the Independent Shareholders on how to vote on the resolutions to be proposed at the SGM taking into account the recommendation of the Independent Financial Adviser. It is expected that a circular containing, among other things, further details of the Framework Agreement, a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, a letter of advice containing the recommendations of the Independent Board Committee and a notice of the SGM will be despatched to the Shareholders in accordance with the Listing Rules on or about 17 February 2015. So far as the Directors are aware, save for Zensho, which is a party to the Framework Agreement and is a substantial shareholder of the Company, no other Shareholder has a material interest in the Framework Agreement and is required to abstain from voting at the SGM.
