Party B and Party. C hereby agree that Party A may assign all its rights and obligation under this Agreement to a third party without the consent of Party B and Party C, but such assignment shall be notified in writing to Party B and Party C.
Party B and Party. C fully understand the contents of this Agreement and the execution of the Agreement by Party B and Party C is based on true and free will. Party B and Party C have taken all necessary measures and obtained all necessary internal authorization to execute and perform this Agreement, signed all necessary documents and obtained all approvals and consents from the government and third party (if applicable) to make sure the Pledge under the Agreement is lawful and valid.
Party B and Party. C agree that when Party A or a third party designated by Party A exercises the Equity Interest Purchase Option or the Asset Purchase Option under Section 1.5 herein, all the consideration received by Party B and Party C for this purpose will be fully returned to Party A or a third party designated by Party A upon the request of Party A, provided that the then prevailing rules and requirements in the PRC laws are complied with.
Party B and Party. C’s Undertakings relating to the Company. Party B and Party C severally undertake to vote his total interest in the Company and to take all other necessary actions to ensure that the Company:
Party B and Party. A shall jointly appoint a qualified institution to calibrate all meters and their auxiliary equipment every Year. At the time when calibration takes place, Party B and Party A shall send representatives to the site to witness the calibration. In case any Party side is absent at such an agreed time, the Party present shall witness the calibration alone, and the result of such calibration shall be binding on both Parties.
Party B and Party. C understand and agree that Party A may entrust its collection activities to third parties based on its business requirements.
Party B and Party. C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof.
Party B and Party. D acknowledge that after the completion of the transfer of the Target Shares contemplated hereby, Party A shall become the sole and legal owner of the Target Shares, and that the sale, transfer and assign by Party B and Party D of the Target Shares and their title and other interest in the Target Shares are not subject to any restriction and do not require the consent of any other person.
Party B and Party. C agree that Party A may designate any third party to exercise the Option on its behalf, in which case Party A shall provide written notice to Party B and Party C ten (10) days in advance of any such exercise.
Party B and Party. C agrees that it shall, during the term of this Agreement,
