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:
5.1.1 will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the value added telecommunications business in respect of its information services business via the Internet in the PRC and other businesses specified in the operational scope of its business license;
5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A;
5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest, or permit the creation of any other security interest over the same without the prior written consent of Party A;
5.1.4 will not incur, inherit, warrant or permit the existence of any loans without the prior written consent of Party A;
5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A;
5.1.6 will provide all information relating to its operations and financial affairs to Party A upon the request of Party A;
5.1.7 will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A;
5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise;
5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets;
5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A;
5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and
5.1.12 will promptly not...
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 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 irrevocably agree that Party A may designate itself or any authorized third party as the transferee of the Shares when exercising the Option.”
Party B and Party. E hereby irrevocably agree and acknowledge that the Pledge Agreement shall terminate and cease to have any effect as of the date hereof, and the Parties shall immediately apply to competent AIC to handle registration for release of the pledge.
Party B and Party. C want to borrow money from Party A, and agree to pledge their collectively 100% equity interest in Sichuan Time Share as a guarantee of the loan. Party A agrees to provide the loan to Party B and Party C and accept Sichuan Time Share’s equity as a guarantee of the aforementioned loan.
