PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.
Affiliate Transactions Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower or any of the partners, members or shareholders, as applicable, of Borrower except in the ordinary course of business and on terms which are no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.
CONTINUING CONNECTED TRANSACTIONS RENTAL AGREEMENTS On 11 January 2012, Xinhua Company, as the tenant, entered into the First Rental Agreement to lease from Hua Xin Weaving the First Properties. On the same date, Xinhua Company, as the tenant, entered into the Second Rental Agreement and the Third Rental Agreement to lease from Hua Xin Plastic the Second Properties and the Third Property respectively. On 11 January 2012, Xinhua Company, as the landlord, entered into the Supplemental Rental Agreement with Xxx Xxx Xxxxxxx to amend the 2011 Rental Agreement. Details of the 2011 Rental Agreement are set out in the announcement of the Company dated 16 March 2011. Since Xxx Xxx Xxxxxxx is ultimately wholly-owned by Chim Wai Kong and Xxxx Xxx Xxxxx Xxxxxxx, both being the executive Directors and the controlling shareholders of the Company, and Xxx Xxx Plastic is wholly-owned by Xxxx Xxx Xxxx, an executive Director and controlling shareholder of the Company, Xxx Xxx Xxxxxxx and Xxx Xxx Plastic are connected persons of the Company under Chapter 14A of the Listing Rules and therefore the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement constitute continuing connected transactions of the Company under the Listing Rules. Since the applicable percentages ratios (as defined in the Listing Rules) for the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement (in aggregate) on an annual basis are less than 5%, the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement are subject to the annual review, reporting and announcement requirements of the Listing Rules and are exempt from the independent shareholders’ approval requirements under the Listing Rules. Since Xxx Xxx Xxxxxxx is a connected person of the Company under Chapter 14A of the Listing Rules, the Supplemental Rental Agreement constitutes a continuing connected transaction of the Company. Since the applicable percentages ratios (as defined in the Listing Rules) for the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) on an annual basis are less than 5%, the 2011 Rental Agreement (as amended by the Supplemental Rental Agreement) is subject to the annual review, reporting and announcement requirements of the Listing Rules and is exempt from the independent shareholders’ approval requirements under the Listing Rules. RENTAL AGREEMENTS ENTERED INTO WITH CONNECTED PERSONS WHERE THE GROUP IS A TENANT Major terms of the rental agreements On 11 January 2012, Xinhua Company, as tenant, entered into the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement. Details of these rental agreements are set out as below: The rental agreement Date Landlord Tenant Properties Term Monthly rental Payment term Other terms The First Rental Agreement 11 January 2012 Xxx Xxx Xxxxxxx Xinhua Company The First Properties comprise three buildings with an aggregate floor area of approximately 7,059.41 sq.m. 36 months commencing from 1 January 2012 RMB70,594.10 (exclusive of water and electricity charges) The monthly rental is to be paid by Xinhua Company to Hua Xin Weaving in arrears on a monthly basis Any party may terminate the First Rental Agreement by two months’ notice in advance The Second Rental Agreement 11 January Hua Xin Plastic Xinhua Company The Second Properties comprise two buildings with an aggregate floor area of approximately 3,374.16 sq.m. 36 months commencing from 1 January 2012 RMB46,103.50 (exclusive of water and electricity charges) The monthly rental is to be paid by Xinhua Company to Hua Xin Plastic in arrears on a monthly basis Any party may terminate the Second Rental Agreement by two months’ notice in advance The Third Rental Agreement 11 January Hua Xin Plastic Xinhua Company The Third Property comprises one building with a floor area of approximately 7,700.58 sq.m. 3 years commencing from 1 January 2012 RMB70,000 The monthly rental is to be paid by Xinhua Company to Hua Xin Plastic in arrears on a monthly basis Any party may terminate the Third Rental Agreement by two months’ notice in advance The annual caps Based on the monthly rentals payable by Xinhua Company under the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement, the Directors expect the total annual rentals payable by Xinhua Company under each of the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement for the three years ending 31 December 2014 will not exceed the respective maximum annual caps as below: For each of the three years ending 31 December 2012, 2013 and 2014 Estimated maximum annual cap for the First Rental Agreement RMB847,129.20 (exclusive of water and electricity charges) Estimated maximum annual cap for the Second Rental Agreement RMB553,242.00 (exclusive of water and electricity charges) Estimated maximum annual cap for the Third Rental Agreement RMB840,000,00 The Listing Rules implications Xinhua Company is company established in the PRC and is a wholly-owned subsidiary of the Company. Xxx Xxx Xxxxxxx is ultimately owned as to approximately 99.75% by Chim Wai Kong and 0.25% by Xxxx Xxx Xxxxx Xxxxxxx, both being executive Directors and controlling shareholders of the Company. Xxx Xxx Plastic is ultimately wholly-owned by Xxxx Xxx Xxxx, an executive Director and controlling shareholder of the Company. Therefore, Xxx Xxx Xxxxxxx and Hua Xin Plastic are connected persons of the Company within the meaning of Rule 14A.11 of the Listing Rules. Accordingly, the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement constitute continuing connected transactions of the Company under the Listing Rules. Since the applicable percentages ratios (as defined in the Listing Rules) for the rentals of the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement (in aggregate) on an annual basis are less than 5%, pursuant to Rule 14A.34(1) of the Listing Rules, the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement are subject to the annual review, reporting and announcement requirements and are exempted from the independent shareholders’ approval requirements under the Listing Rules. Details of the First Rental Agreement, the Second Rental Agreement and the Third Rental Agreement will be included in the annual report and accounts of the Company in accordance with Rule 14A.46 of the Listing Rules. RENTAL AGREEMENT ENTERED INTO WITH CONNECTED PERSONS WHERE THE GROUP IS A LANDLORD Major terms of the rental agreement On 11 January 2012, Xinhua Company and Xxx Xxx Xxxxxxx entered into the Supplemental Rental Agreement to amend the terms of the 2011 Rental Agreement. Further details of the 2011 Rental Agreement are set out in the announcement of the Company dated 16 March 2011. Details of the Supplemental Rental Agreement are as follows: Date 11 January 2012 Parties Landlord: Xinhua Company Tenant: Xxx Xxx Xxxxxxx The 2011 Properties Xinhua Company agreed to reduce the rental area of the 2011 Properties leased to Xxx Xxx Xxxxxxx under the 2011 Rental Agreement from 20,290.68 sq.m. to 15,351.84 sq.m. with effect from 1 January 2012. The monthly rental The monthly rental payable by Xxx Xxx Xxxxxxx under the 2011 Rental Agreement will be reduced from RMB223,197.48 (exclusive of other outgoings) to RMB168,870.24 (exclusive of other outgoings) accordingly.
Affiliate As used in this Agreement, the term “affiliate” shall mean any entity which owns or controls, is owned or controlled by, or is under common ownership or control with, Company.
Mergers, Reorganizations and Equity Transfers Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project as are any more restrictive than the Transfer Provisions.
DISCLOSEABLE TRANSACTION The transaction contemplated under the Tenancy Agreement is regarded as an acquisition of assets under the Listing Rules. On the basis of the acquisition of right-of-use assets under the Tenancy Agreement, the amount recognised by the Group pursuant to IFRS 16 is approximately RMB92.25 million. As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the consideration for the acquisition of the right-of-use assets recognised by the Group pursuant to IFRS 16 is more than 5% but less than 25%, the entering into the Tenancy Agreement constitutes a discloseable transaction for the Company, and is subject to the reporting and announcement requirements but is exempted from the circular and shareholders’ approval requirements under the Chapter 14 of the Listing Rules.
Service Jointly Provisioned with an Independent Company or Competitive Local Exchange Company Areas 4.5.1 BellSouth will in some instances provision resold services in accordance with the General Subscriber Services Tariff and Private Line Tariffs jointly with an Independent Company or other Competitive Local Exchange Carrier.
Unrelated Business Income Tax If the Depositor directs investment of the Custodial Account in any investment which results in unrelated business taxable income, it shall be the responsibility of the Depositor to so advise the Custodian and to provide the Custodian with all information necessary to prepare and file any required returns or reports for the Custodial Account. As the Custodian may deem necessary, and at the Depositor's expense, the Custodian may request a taxpayer identification number for the Custodial Account, file any returns, reports, and applications for extension, and pay any taxes or estimated taxes owed with respect to the Custodial Account. The Custodian may retain suitable accountants, attorneys, or other agents to assist it in performing such responsibilities.
BIDS/PROPOSALS INCORPORATED In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.
Change in Business Borrower shall not enter into any line of business other than the ownership and operation of the Property, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business.
