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. C understand and agree that Party A may entrust its collection activities to third parties based on its business requirements.
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 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. 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.
Party B and Party. C agrees that it shall, during the term of this Agreement,
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.
