ASIA TIME Clause Samples
The "ASIA TIME" clause establishes that all references to time within the agreement are to be interpreted according to a specific time zone in Asia, such as Hong Kong or Singapore time. This means that deadlines, notice periods, and other time-sensitive obligations are calculated based on the designated Asian time zone, regardless of where the parties are located. By standardizing the time reference, the clause ensures clarity and prevents disputes that could arise from differences in local times or misunderstandings about when obligations are due.
ASIA TIME is the enrolled legal shareholder of the Option Equity when this Agreement comes into effect, except the rights created by this Agreement, the Proxy Agreement, the Equity Pledge Agreement, there is no lien, pledge, claim and other encumbrances and third party rights on the Option Equity. In accordance with this Agreement, HUAYA and/or other entity or individual designated by it may, upon the Exercise of Option, obtain the proper title to the Transferred Equity free from any lien, pledge, claim and other encumbrances and third party rights.
ASIA TIME intends to transfer to HUAYA all of its assets and liabilities to the extent not violating PRC Law. In order to conduct the above asset transfer, ASIA TIME agrees to grant HUAYA an irrevocable call option for assets (hereinafter the “ASSET CALL OPTION”), under which and to the extent as permitted by PRC Law, ASIA TIME shall on demand of HUAYA transfer the assets and liabilities to HUAYA and/or any other entity or individual designated by it in accordance with the provisions contained herein. THEREFORE, the Parties hereby have reached the following agreement upon mutual consultations:
ASIA TIME has full power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein.
ASIA TIME hereby represents and warrants in respect to itself and the Target Company in which it holds equity as follows:
ASIA TIME undertakes that, before HUAYA Exercise of Option and acquire all equity of ASIA TIME, ASIA TIME shall not do the following:
6.5.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of its own or any Target Company, or permit creating any encumbrance or other third party’s interest on such assets, business, revenue or other legal rights (except as occurs during the arm’s length or operations or daily operation, or as is disclosed to HUAYA and approved by HUAYA in writing);
6.5.2 conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm’s length operations or daily operation, or having been disclosed to HUAYA and approved by HUAYA in writing);
6.5.3 release any dividend or share profit to the Personal Shareholders or cause the Target Company to do so in any form.
ASIA TIME is a limited liability company operation duly registered and validly existing under PRC Law, with independent status as a legal person; ASIA TIME has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.