THE DISPOSAL AGREEMENT Sample Clauses

THE DISPOSAL AGREEMENT. The major terms of the Disposal Agreement are set out below: Date 5 September 2012 Parties
Sample 1
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THE DISPOSAL AGREEMENT. On 5 January 2011 (after trading hours), the Company entered into the Disposal Agreement with SomaFlex Holdings, pursuant to which SomaFlex Holdings has conditionally agreed to purchase and the Company has conditionally agreed to sell the entire issued share capital of the Disposal Company (including the shares to be issued to the Company pursuant to the capitalisation of the Disposal Debt) with effect from the Disposal Completion free from all encumbrances and together with all rights thereafter. The Disposal Consideration of HK$40 million (subject to adjustment) was determined after arm’s length negotiation between the Company and SomaFlex Holdings with reference to the unaudited net liabilities of the Disposal Group of approximately HK$49 million as at 30 September 2010 and the capitalisation of the Disposal Debt and the waiver of the Norray Debt which amounted to approximately HK$79.56 million and HK$0.44 million respectively as at 30 September 2010. The Disposal Consideration will be satisfied in cash. As the applicable percentage ratios in respect of the Disposal exceed 75%, the Disposal constitutes a very substantial disposal for the Company pursuant to the GEM Listing Rules. SomaFlex Holdings is approximately 98.27% beneficially owned by the Vendor and thus the Disposal also constitutes a connected transaction of the Company pursuant to the GEM Listing Rules and is subject to the approval of the Independent Shareholders by way of poll at the EGM. Warning: The Share Agreement and the Disposal Agreement are inter-conditional upon each other. Completion is intended to take place simultaneously with Disposal Completion.
Sample 1
THE DISPOSAL AGREEMENT. On 28 January 2022, the Vendors, the Guarantor and the Purchaser entered into the Disposal Agreement in relation to the Disposal. The salient terms of the Disposal Agreement are summarized below: Subject matter The First Vendor and the Second Vendor agreed to sell the Sale Shares, representing 100% of the registered capital of the Target Company to the Purchaser. The Third Vendor agreed to assign the rights to the Sale Debt to the Purchaser. Consideration The aggregate consideration for the Disposal is RMB4,500 million. The consideration was determined after arm’s length negotiations between the parties with reference to, amongst others, the amount of the Sale Debt and the valuation of the total equity interest of the Target Company as at 31 December 2021 in the amount of RMB3,776.8 million, as appraised by an independent valuer using the asset-based approach, and also the market demand for hospitality services. The consideration will be payable in the following manners:
Sample 1
THE DISPOSAL AGREEMENT. Date 30 September 2019 (after trading hours) The Disposal Agreement will be effective upon the fulfillment of Condition Precedent (ii).
Sample 1
THE DISPOSAL AGREEMENT. On 6 December 2019, NWDS China entered into the Disposal Agreement with K11 RC, pursuant to which NWDS China agreed to sell to K11 RC the Sale Interests. The major terms of the Disposal Agreement are summarised as follows:
Sample 1
THE DISPOSAL AGREEMENT. Date 17 November 2016 (after trading hours of the Stock Exchange) Parties Vendor : Lucky Ride Investments Limited Purchaser : Harmonic Lead Limited Lucky Ride Investments Limited, a company incorporated in the BVI with limited liability, is a wholly-owned subsidiary of the Company, and is principally engaged in investment holding. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, (i) the Purchaser is a company incorporated in Republic of Seychelles and is principally engaged in investment holding; and (ii) the Purchaser and its ultimate beneficial owner(s) are Independent Third Parties.
Sample 1
THE DISPOSAL AGREEMENT. On 27 June 2017 (after trading hours of the Stock Exchange), Jinkangsheng, being a subsidiary of the Company, entered into the Disposal Agreement with the Purchasers, pursuant to which Jinkangsheng agreed to sell and the Purchasers agreed to acquire 50% registered capital of Zhongyu at a total consideration of RMB65,193,947.50.
Sample 1
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THE DISPOSAL AGREEMENT. Date: 16 August 2011 Parties:
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Related to THE DISPOSAL AGREEMENT

  • Rental Agreement All of the Roommates agree to be bound by all of the terms of the Rental Agreement.

  • Full Agreement The Contract Documents supersede all prior negotiations, discussion, statements, and agreements between Owner and Contractor and constitute the full, complete, and entire agreement between Owner and Contractor. There can be no changes to this Contract by oral means, nor by course of conduct of the parties, nor by custom of the trade. No changes to this Contract will be binding on either party hereto unless such change is properly authorized, in writing, in accordance with Section 3, Part 2 of the General Conditions.

  • TIPS Sales and Supplemental Agreements If awarded, when making a sale under this awarded contract, the terms of the specific TIPS order, including but not limited to: shipping, freight, insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, defects, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, AIA Contract, Invoice, etc.) (“Supplemental Agreement” as used herein) entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor’s Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement. The Supplemental Agreement shall dictate the scope of services, the project delivery expectations, the scheduling of projects and milestones, the support requirements, and all other terms applicable to the specific sale(s) between the Vendor and the TIPS Member.

  • Sales and Supplemental Agreements The terms of the specific TIPS order, including but not limited to: shipping, freight, insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, Invoice, etc.) (hereinafter “Supplemental Agreement”) entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor’s Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement.

  • Indemnity for Underlying Sales and Supplemental Agreements Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not be liable for any claims arising out of Vendor’s TIPS Sales or Supplemental Agreements, including but not limited to: allegations of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under- payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of Vendor’s goods and services and shall not be responsible for any claims arising out of alleged insufficiencies or defects in Vendor’s goods and services, should any arise.

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