Other Material Terms Sample Clauses
Other Material Terms. Under the terms of the Right of First Offer, you must exercise your rights, if at all, as to the Designated Offer Space on the depiction attached to this Offer Notice within [ ] days after Landlord delivers such Offer Notice. Accordingly, you have until 5:00PM local time on , 20_, to exercise your rights under the Right of First Offer and accept the terms as contained herein, failing which your rights under the Right of First Offer shall terminate and Landlord shall be free to lease the Designated Offer Space to any third party. If possible, any earlier response would be appreciated. Please note that your acceptance of this Offer Notice shall be irrevocable and may not be rescinded. Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this Otter Notice including the inclusion of the Designated Otter Space in the Premises; provided, however, that the failure by Landlord and Tenant to execute such amendment shall not affect the inclusion of such Designated Offer Space in the Premises in accordance with this Offer Notice. THE FAILURE TO ACCEPT THIS OFFER NOTICE BY (1) DESIGNATING THE "ACCEPTED" BOX, AND (2) EXECUTING AND RETURNING THIS OFFER NOTICE TO LANDLORD WITHOUT I - 4 MODIFICATION WITHIN SUCH TIME PERlOD SHALL BE DEEMED A WAIVER OF TENANT'S RlGHTS UNDER THE RlGHT OF FIRST OFFER FOR SUCH DESIGNATED SPACE, AND TENANT SHALL HAVB NO FURTHER RlGHTS TO THE DESIGNATED OFFER SPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERlOD SHALL BE DEEMED A WAIVER OF THIS OFFER NOTICE. Should you have any questions, do not hesitate to call. Sincerely, [please check appropriate box} ACCEPTED o REJECTED o CIENA CORPORATION, a Delaware corporation By: Name: Title: Date: Enclosure [attach depiction a/Designated Offer Space] I - 5 EXHIBIT J BUILDING 2 WORK LETTER AND BUILDING 2 BASE BUILDING DESCRIPTION Landlord shall complete the base-building for Building 2 (the ''Building 2 Base Building") in accordance with the specifications for such base-building construction set forth in Schedule 1 attached hereto ("Building 2 Specifications") and plans specified on Schedule 2 attached hereto (the ''Building 2 Base Building Plans") in a good and workmanlike manner (the "Building 2 Base Building Work"). Landlord shall pay all costs for designing the Building 2 Base Building (excluding the tenant improvements) and, except as expressly set forth to the contrary in Schedule 1, Landlord shall bear all costs ...
Other Material Terms.
5.1 Upgrades/Developments (a) Following the completion of the Initial Closing:
(i) the HUPEG Arena Tenant will, at its own cost, undertake the Arena Work in accordance with the applicable provisions of the Arena Lease, which Arena Work will include the transformation of the lower bowl of the Arena as described in Schedule A;
(ii) the HUPEG Concert Hall Tenant will, at its own cost, undertake the Concert Hall Work in accordance with the applicable provisions of the Concert Hall Lease, which Concert Hall Work will include the renovations, upgrades and enhancements to the Concert Hall described in Schedule B;
(iii) the HUPEG Convention Centre Tenant will, at its own cost, undertake the Convention Centre Work in accordance with the Convention Centre Lease, which Convention Centre Work will include the renovations, upgrades and enhancements to the Convention Centre described in Schedule C; and
(iv) HUPEG will provide HUPEG’s AGH Collaboration and Support to the AGH.
Other Material Terms. ● The Company has the right to repurchase the Securities. ● The Securities do not have a stated return or liquidation preference. ● The Company cannot determine if it currently has enough capital stock authorized to issue upon the conversion of the Securities, because the amount of capital stock to be issued is based on the occurrence of future events.
Other Material Terms. The Parent Company shall provide a complete list of Assets to the Company as the basis for the Company to establish a record of the Assets under management. The Parent Company has the right to formulate the management system and process for the Assets according to its own needs and supervise and instruct the Company’s and its contractual counterparties’ performance of contract, breach of contract and handling of litigation. The Parent Company has the right to conduct regular inspections on the safety and reasonable use of the Assets. If any irregularities are discovered during the inspection, the Parent Company also has the right to request the Company to rectify forthwith and make a written report within 10 days after making the rectification. The Company shall use the Assets properly and maintain the existing use and integrity of the Assets. Without written consent of the Parent Company, the Company shall not change the existing use of the Assets. As no similar entrusted assets management services were provided by the Company to the Parent Company in the past, there is no historical figure available for disclosure in respect of the fees for such services. It is expected that the annual caps for the transactions contemplated under the Entrusted Assets Management Agreement are as follows: Annual caps 8,500,000 38,000,000 44,000,000 38,000,000 The above annual caps are determined based on the following factors:
Other Material Terms. A. INSURANCE -- Ryan Beck will keep in effect all SIPC and other ins▇▇▇▇▇▇ ▇▇quired by law or governmental authorities to be maintained with regard to the Customer Accounts.
B. CAPITAL -- Ryan Beck will receive an infusion, as needed, of $1▇ ▇▇▇▇▇▇▇ of capital during the 90 day period following execution of this Agreement in order to facilitate the transaction. The capital will not come from the Sellers, Zurich Global Assets LLC, Orange Stone LLC, or any affiliate of any of them.
Other Material Terms. The following material interpretations and terms apply to this Agreement: (a) Use of terms like include, including and similar terms shall mean “including but not limited to;”
Other Material Terms. The Owner shall procure its shareholders who are interested in 5% or more of the issued share capital of the Owner to provide an undertaking to grant an option to SGMC (Sihanoukville) to purchase not more than 30% equity interest in the Owner at an equity cost basis within 36 months from the date of signing of the Casino Management Agreement. SGMC (Sihanoukville) is incorporated in Macau with limited liability and is a wholly owned subsidiary of the Company. It is principally engaged in the provision of management, consultancy and support services in relation the construction and decoration process and market activities for the preparation and operation of entertainment facilities of integrated resorts.
Other Material Terms. Pursuant to the International Retail Management Agreement, Beijing Airport Commercial and Trading is authorised by the Company to sign individual retail contracts with each of the retailers in relation to the use and operation of retail resources, and the terms of such retail contracts shall not be in contradiction with the terms of the International Retail Management Agreement. In addition, Beijing Airport Commercial and Trading shall ensure that each of the retailers will make all payments to the Company’s designated bank account directly. The Company will then pay Beijing Airport Commercial and Trading the entrusted management fees, details of which are set out in the section headed “Consideration and payment” in this announcement. The Company expects that the retailers and their ultimate beneficial owners will be third parties independent of the Company and its connected persons. In respect of commercial planning, the Company and Beijing Airport Commercial and Trading will establish a working mechanism for collaborative management. In particular, the Company is responsible for, and Beijing Airport Commercial and Trading will participate in, the management of resource allocation, layout, business type and product categories. In respect of the formulation of standards, the Company is responsible for formulating (i) operator access standards, (ii) brand access standards, (iii) service standards; and (iv) resource value evaluation standards. In respect of market development and merchandising, Beijing Airport Commercial and Trading is responsible for formulating and implementing merchandising proposals. The Company is responsible for reviewing the appropriateness of resource allocation plans in the merchandising proposals. The results of the merchandising proposals are considered and approved by Beijing Airport Commercial and Trading and reported to the Company for filing. In respect of contracting and management of contracts, the Company authorizes Beijing Airport Commercial and Trading to enter into contracts with retailers. Any leasing agreements entered into between Beijing Airport Commercial and Trading and retailers shall be reported to the Company. In respect of the daily operation and management of retail businesses, Beijing Airport Commercial and Trading is entrusted by the Company to undertake daily operation and management of the retailers, including safety, servicing, logistics, cashier, renovation, as well as management of resources, premises a...
Other Material Terms. Except for the New Lease Agreement (6), all the other New Lease Agreements contain the following terms:
(a) the Tenant may sub-lease part of the relevant Property under the relevant New Lease Agreement; and
(b) the Tenant has a first right of refusal should the Landlord wish to lease the Properties after the expiry of the terms under the New Lease Agreements and if the Tenant can match the terms offered by the Landlord or other potential tenants.
Other Material Terms. Upon the full receipt of the Second Payment and up to the Completion Date, the Purchaser shall be entitled to nominate a person as the director to the board of directors of All Happy, Teamlead, Regal Asset and Shanghai Sheshan. Upon the full receipt of the Fourth Payment and up to the Completion Date, the board of directors of Shanghai ▇▇▇▇▇▇▇ shall appoint the Chairman and the Financial Controller as nominated by the Vendor and shall also appoint the Vice-Chairman and the Vice-Financial Controller as nominated by the Purchaser. All Happy is an investment holding company incorporated in the British Virgin Islands with limited liability, which holds 100% of the entire issued share capital of Teamlead and 15% of the entire issued share capital of Regal Asset. Regal Asset is owned as to 85% by Teamlead and 15% by All Happy respectively. Shanghai Sheshan is a direct wholly-owned subsidiary of Regal Asset. Teamlead is an investment holding company incorporated in the British Virgin Islands with limited liability. Regal Asset is a company incorporated in Hong Kong with limited liability and is principally engaged in the business of investment holding. Shanghai Sheshan is a wholly foreign owned enterprise incorporated in the PRC with limited liability and is principally engaged in the business of development and operation of recreational estates, farming, residential development, membership clubs etc and owns the land use and development rights of the Land comprising Land A, Land B, Land C, Land D, Land E, Land F, Land G and Land H with an aggregate total area of 333,716.60 square metres, which are all located in Songjiang District, Shanghai, the PRC. The Land is planned to be developed into a commercial and residential complex. Set out below is the financial information of AH Group for the two years ended 31st December, 2011 and 31st December, 2012: Revenue – – Net loss before taxation 35,766 32,950 Net loss after taxation 33,642 30,288 The unaudited net deficit of 50% of the equity interest of the AH Group was approximately HK$76,871,000 as at 31st December, 2012. The financial information above has been prepared in accordance with HKGAAP.