The Services Agreement. The Services Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
The Services Agreement. Date: 11 April 2012 Parties: The Company; and Geely Holding Geely Holding is a connected person of the Company for the purpose of the Listing Rules by virtue of the fact that Xx. Xx, an executive Director and a substantial Shareholder holding approximately 50.26% of the total issued share capital of the Company as at the date of this announcement, is the controlling shareholder of Geely Holding and therefore, Geely Holding is an associate of a connected person of the Company. Subject matter: Purchases of processed automobile parts and components by the Group from the Geely Holding Group. During the course of the Services Agreement, the Group may request additional products and services other than the aforesaid services from the Geely Holding Group. The additional products and services, subject to the Geely Holding Group’s ability in providing the requested products and services, will be based on normal commercial terms, conducted on an arm’s length basis and in compliance with the requirements of the Listing Rules. Pricing basis: In respect of the purchases of processed automobile parts and components by the Group, it is a term of the Services Agreement that the purchase price of the processed automobile parts and components shall be based on market price which is no less favorable to the Group than to other independent third parties. If no such market price is available, the purchase price shall be determined based on normal commercial terms and through arm’s length negotiations between the Group and the Geely Holding Group. Term: From 11 April 2012 to 31 December 2014
The Services Agreement. For determining the proposed Caps for the purchases of processed automobile parts and components, the Directors have taken into account the projected units of automobile parts and components to be purchased based on the production budget of the Group for the remaining period of the year ending 31 December 2012 and the two years ending 31 December 2014. As it is expected that there will be a continual improvement in the Group’s product mix towards high-end models, which will require the processed automobile parts and components to be sourced from the Geely Holding Group, together with the increase in demand for these high-end models, the need of processed automobile parts and components for the production of these high-end models are expected to increase gradually in the three years ending 31 December 2014. As compared with the historical transaction amount for the year ended 31 December 2011, the significant increase in the annual cap for the remaining period of the year ending 31 December 2012 was primarily attributable to the inception of more advanced and high-priced processed automobile parts and components from the Geely Holding Group to the Group.
The Services Agreement. As the Geely Holding Group has a strong research team which is capable of processing the processed automobile parts and components according to the specifications of the Group, the Directors are of the view that the Group will benefit from the purchases of processed automobile parts and components from the Geely Holding Group by securing a reliable source of supply of processed automobile parts and components. Given the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Services Agreement, including its annual caps, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
The Services Agreement. In witness whereof, the Parties have executed this Service Addendum as of the Effective Date. ACCEPTED AND AGREED: Member By: Name: Title: Unizin, Ltd. By: Name: Title: UNIZIN MEMBER MASTER SERVICES AGREEMENT This University Master Services Agreement (this “Agreement”), dated as of September 8, , 201_7_, (the “Effective Date”) is entered into by and between Unizin, Ltd., a Delaware nonstock corporation (“Unizin”), and [College/University Name](“University”). Unizin and University are referred to herein each as a “Party” and collectively as the “Parties.” Membership Purpose ▪ Unizin operates a program that provides digitally enabled educational and other services to colleges and universities (referred to herein as the “Unizin Program”). ▪ University and Unizin are parties to that certain Unizin Membership Agreement dated [_August 8, 2016 ] (“Membership Agreement”) under which the University became a [Founding Member/Associate Member] of Unizin. ▪ University and Unizin are also parties to that certain Unizin Master Data Sharing Agreement. ▪ University wishes to engage Unizin to provide certain services now and in the future in connection with the Unizin Program, and Unizin is willing to provide such services, all as set forth more particularly under the terms and conditions of this Agreement. In accordance with the Membership purpose, the Parties agree as follows:
The Services Agreement. 1.1 These are the terms and conditions on which we supply Services to you.
