Management and Operations of Business Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.
Management and Operation of Business 37 6.1 Management...................................................................................37 6.2 Certificate of Limited Partnership...........................................................38 6.3 Restrictions on General Partner's Authority..................................................38 6.4 Reimbursement of the General Partner.........................................................39 6.5
Facility Operations Seller shall ensure that all Facility components are operated and maintained safely and in a manner designed to meet the Warranty Specifications and Performance Standards and as otherwise required under this Agreement.
Proposed Annual Caps The Directors anticipate that the aggregate annual fee payable by the JV Company to Xxxx Xxx under the Renewed Sole Distributorship Agreement shall not exceed HK$12 million, HK$15 million and HK$18 million for the years ending 31 December 2019, 31 December 2020 and 31 December 2021, respectively. These annual caps have been estimated by the Directors (i) by reference to the Group’s estimated demand for supply of Products for each of the years ending 31 December 2019, 31 December 2020 and 31 December 2021, respectively, which were arrived at with reference to the annual amounts under the cooperation in the distribution of the Products in the Territories under the Sole Distributorship Agreement in each of the past three years; (ii) by reference to expected expansion on variety of Products; and (iii) on the assumption that the sourcing costs for the Products will increase at an annual inflation rate of 4%. Historical amounts For the years ended 31 December 2016, 31 December 2017 and 31 December 2018, the aggregate amounts under the cooperation in the distribution of the Products in the Territories under the Sole Distributorship Agreement are set out below: For the year ended 31 December 2016 2017 2018 HK$’000 HK$’000 HK$’000 Reasons for and benefits of entering into the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement The Group is principally engaged in the business of trading of grocery food products, trading of consumables and agricultural products, property investment, provision of money lending services, one- stop value chain services and provision of financial services. The Directors are of the view that entering into the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement could provide stable revenue to the grocery food business of the Group. The Directors are also of the view that the provision of the Products could create synergy effect and opportunities with the existing business of the Group and to further expand and develop its scope of business. In addition, due to the steady supply and sales of the Products in the past 3 years, transactions under the Trademark Licence Agreement and the Sole Distributorship Agreement contributed approximately 10% and approximately 13% to the revenue of the Group for each of the years ended 31 December 2016 and 31 December 2017, respectively. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement were entered into on normal commercial terms, and that the terms of the Renewed Trademark Licence Agreement, the Renewed Sole Distributorship Agreement and the annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors have any material interest in the transactions contemplated under the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement. Shareholding Structure of the JV Company Set out below is the shareholding structure of the JV Company as at the date of this announcement, which also illustrates the relationship between the JV Company and Xxxx Xxx arising from the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement: The Company 100% 51% Maxford Wealth The JV Company Xx. Xxxx Xx. Xxx spouse 49% Renewed Sole Distributorship Agreement 90% Xxxx Xxx Renewed Trademark Licence Agreement Information on Xxxx Xxx Xxxx Xxx is a company incorporated in Hong Kong with limited liability. It is engaged in the business of, inter alia, manufacture, production and distribution and sale of various products including but not limited to the Products. GEM Listing Rules Implications As at the date of this announcement, the equity of the JV Company is held as to 51% by Xxxxxxx Xxxxxx and 49% by Xx. Xxx, Xxxx Xxx by virtue of being a 30%-controlled company held by Xx. Xxxx (the spouse of Xx. Xxx) is therefore a connected person of the Company at subsidiary level under Rule 20.06(9) of the GEM Listing Rules. The transactions contemplated under the Renewed Trademark Licence Agreement and the sale and distribution of Products contemplated under the Renewed Sole Distributorship Agreement constitute continuing connected transactions of the Company. As (i) the transactions contemplated under the Renewed Trademark Licence Agreement are conducted on better than normal commercial terms; and (ii) all the percentage ratios are less than 0.1%, the Renewed Trademark Licence Agreement and the transactions contemplated thereunder are fully exempt in accordance with Rule 20.74(1) of the GEM Listing Rules. As (i) the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder constitute connected transactions between the Company and a connected person at the subsidiary level of the Company on normal commercial terms; (ii) the Board has approved the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder; and (iii) the independent non- executive Directors have confirmed that the terms of the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder are fair and reasonable, the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder are on normal commercial terms and in the interests of the Company and the Shareholders as a whole, the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements but exempt from the circular, independent financial advice and shareholders’ approval requirements in accordance with Rule 20.99 of the GEM Listing Rules.
Management and Operation 6.01 Management of Partnership Affairs 16 6.02 Duties and Obligations of General Partner 17 6.03 Release and Indemnification 17 6.04 Power of Attorney 18
Operating Budgets Manager has submitted to Owner, for Owner's approval, a proposed operating budget for the ensuing full or partial fiscal year, as the case may be ("Operating Budget"). Hereafter, Manager shall, not less than forty-five (45) days prior to the commencement of each full fiscal year, submit to Owner, for Owner's approval, a proposed Operating Budget for the ensuing full or partial fiscal year, as the case may be. Each Operating Budget shall be accompanied by, and shall include, a business plan which shall describe business objectives and strategies for the period covered by the Operating Budget. The business plan shall include, without limitation, an analysis of the market area in which the Hotel competes, a comparison of the Hotel and its business with competitive hotels, an analysis of categories of potential guests, and a description of sales and marketing activities designed to achieve and implement identified objectives and strategies. Fee Owner shall have no right to approve any Operating Budget. Owner's approval of the Operating Budget shall not be unreasonably withheld and shall be deemed given unless a specific written objection thereto is delivered by Owner to Manager within fifteen (15) days after submission. Owner shall review the Operating Budget on a line-by-line basis. To be effective, any notice which disapproves a proposed Operating Budget must contain specific objections in reasonable detail to individual line items. If the initial Operating Budget contains disputed budget item(s), said item(s) shall be deemed adopted until Owner and Manager have resolved the item(s) objected to by Owner or the Accountant(s) (hereinafter defined in Section 10.02) have resolved the item(s) objected to by Owner. Thereafter, if Owner disapproves or raises objections to a proposed Operating Budget in the manner and within the time period provided therefor, and Owner and Manager are unable to resolve the disputed or objectionable matters submitted by Owner prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget shall be deemed to be adopted and approved and the corresponding line item contained in the Operating Budget for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in lieu of the disputed items in the proposed Operating Budget. Those line items which are in dispute shall be determined by increasing the preceding fiscal year's corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1984-1986=100) for the fiscal year prior to the fiscal year with respect to which the adjustment to the line item is being calculated or any successor or replacement index thereto. The resulting Operating Budget obtained in accordance with the preceding sentence shall be deemed to be the Operating Budget in effect until such time as Manager and Owner have resolved the items objected to by Owner. Manager shall revise the Operating Budget from time to time, as necessary, to reflect any unpredicted significant changes, variables or
Management and Operations 15.1 The Operator shall prepare an annual work programme and budget for each Calendar Year during the term of this Agreement. Each such work programme and budget shall set out in reasonable details, the work to be carried out, facilities to be purchased or created, training and employment programme, establishment, salaries and wages, social welfare schemes to be undertaken, and an estimate of the Expenditure to be incurred. The Operator shall present such work programme and budget to the Government and the Working Interest Owners before the start of each Calendar Year and thereafter provide a quarterly update on the implementation of such work programme and budget.
Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.
Sick Leave Annual Cash Out Each January, employees are eligible to receive cash on a one (1) hour for four (4) hours basis for ninety-six (96) hours or less of their accrued sick leave, if:
OFFICE OF MANAGEMENT AND BUDGET (OMB) AUDIT REQUIREMENTS The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in 2 CFR 200.
