Developer’s Obligations 7.1.1 In consideration of the Rights hereby granted, the Developer shall pay to the Authority an annual fee of Rs. /- (Rupees only) (“Fee”) commencing from the 1st (first) anniversary of Appointed Date. The Fee is exclusive of GST and all other applicable taxes and shall be payable by the Developer at actual over and above the Fee. The Fee is payable to the Authority on or before 30 (thirty) days prior to the start of every year in advance as set out in Schedule 1 throughout the Agreement Period. During the Agreement Period the Fee shall be increased by 5% (five percent) every year over the previous year’s Fee on compounded basis.
7.1.2 The Developer should pay the Fee to the Authority notwithstanding the fact that, the development of Project Facilities is not completed within the specified period or Developer does not start the commercial operation of the Project. In other words, the Developer shall not be entitled to seek any reduction of Fee, claim, damages, compensation or any other consideration from the Authority on account of any reason.
7.1.3 Any delay in payment of the Fee shall attract an interest for the delayed period at the rate of SBI PLR plus 5% per annum on the outstanding amount, which shall be due from the date of such payment till the amount is realized by the Authority. In addition to the foregoing, any delay in payment of Fee beyond a period of 60 (sixty) days from the due date of such payment will be construed to be Material Breach under this Agreement.
Owner’s Obligations 5.1 The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement.
5.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall:
(i) procure that all officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95;
(ii) instruct such officers and ratings to obey all reasonable orders of the Managers in connection with the operation of the Managers’ safety management system.
5.3 Where the Managers are not providing Technical Management in accordance with sub-clause 3.2, the Owners shall procure that the requirements of the law of the flag of the Vessel are satisfied and that they, or such other entity as may be appointed by them and identified to the Managers, shall be deemed to be the “Company” as defined by the ISM Code assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.
HIRER’S OBLIGATIONS 10.1 The Hirer must comply with and shall procure that its officers, agents, employees and Delegates comply with:
(a) all applicable laws, statutes and regulations from time to time in force in relation to the hire and use of the Facilities and attendance at the Venue;
(b) any health and safety regulations, and security and other reasonable requirements that apply to the Venue and/or the Room and have been communicated to the Hirer;
(c) any instructions from any member of wallacespace staff in the event of a fire or other emergency or in respect of any other security or health and safety matters.
10.2 The Hirer shall not hold itself out to be connected to wallacespace, nor, without the prior written consent of wallacespace, use the wallacespace name or logos on any promotional or other materials.
10.3 The Hirer will not affix any poster, notice, placard, sign or other item to any part of the Venue or Room nor erect any display or stand unless wallacespace’s prior written agreement has been obtained.
10.4 The Hirer will be responsible for keeping proper order and for ensuring that all Delegates behave in an appropriate manner. This includes the treatment of wallacespace staff with respect, not causing damage to the Venue or Equipment, not introducing any malicious or technologically harmful material to wallacespace’s tech systems and not using the tech systems for any unlawful purpose. wallacespace reserves the right to exclude any Delegate from the Venue who does not behave in such a manner.
10.5 Externally purchased or produced food and drink may not be brought into the Venue for consumption. In particular, other than that supplied by wallacespace, wines, spirits or other beverages are not permitted to be brought into the Venue for consumption unless prior written consent has been given by wallacespace and wallacespace’s “corkage” charges from time to time shall be added to, and payable with, the Price.
10.6 The Hirer shall indemnify wallacespace from and against all claims, demands, actions, costs, expenses, damages, penalties or proceedings arising out of or connected with any loss or theft of or damage to any property of any person at the Venue, damage to the Venue or Facilities, or any death or injury of any person at the Venue as a result of any act or omission of the Hirer or its officers, employees, agents or Delegates or any other person on the Venue with the actual or implied authority of any of them.
10.7 The Hirer shall maintain in force, with a reputable insurance company, public liability and any other insurance at an amount not less than £2,000,000 to cover the liabilities that may arise under or in connection with the Agreement and shall produce to wallacespace on request both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
Managers’ Obligations 4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable.
4.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.
Seller’s Obligations On Closing the Sellers will:
(a) deliver to the Buyer transfers of all of the Shares, in the form of Transfer Agreements, duly executed by the registered holders thereof in favour of the Buyer or its Nominee(s);
(b) deliver to the Buyer a certified copy of the Tax Declaration duly filed with the competent Tax authority, together with a receipt of payment of the respective Tax due thereunder;
(c) deliver to the Buyer the originals of the share certificates in respect of all of the Shares, duly endorsed in the name of the Buyer (or its Nominee(s)) or an indemnity in lieu thereof in a form acceptable to the Buyer;
(d) deliver to the Buyer the Registry and insert into the Registry, and sign, an annotation evidencing the transfer of the Shares to the Buyer and the name of the Buyer as the registered holder of the Shares as required under the laws of Cyprus;
(e) procure that the Directors (other than the Continuing Directors) of each member of the Group retire from all their offices and employments with any member of the Group, each delivering to the Buyer a letter of resignation in the Agreed Form made out in favour of the relevant members of the Group acknowledging that he has no claim outstanding for compensation or otherwise;
(f) deliver to the Buyer the Tax Deed duly executed by the Sellers;
(g) deliver to the Buyer the Escrow Agreement duly signed by the Sellers’ Representative;
(h) deliver to the Buyer the Disclosure Letter duly signed by the Sellers or on their behalf by the Sellers’ Representative;
(i) deliver to the Buyer as agent for the relevant member of the Group:
(i) in the case of the Company, its statutory and other books (duly written up to date) and its certificate(s) of incorporation;
(ii) in the case of Specifar and Alet, the shareholders’ register of each of them (duly written up to date) and their certificates of incorporation;
(iii) certificates in respect of the entire issued share capital of Specifar in the name of the Company;
(iv) service agreements, in the Agreed Form, between each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Specifar, each executed by the employee named therein;
(v) minutes of board meetings of the Group to be held at which there shall be (as applicable):
(A) passed a resolution to approve, in the case of the Company, the transfers of the Shares to the Buyer (or its Nominee) and to register, in the register of members, the Buyer (or its Nominee) as the legal owner of the Shares;
(B) appointed as directors such persons as the Buyer may nominate such appointments to take effect at the close of the meeting;
(C) tendered and accepted the resignations and acknowledgements of the Directors referred to in Clause 3.2(e) each such acceptance to take effect at the close of the meeting;
(D) revoked all existing authorities to banks and new authorities shall be given to such banks and on such terms as the Buyer may direct; and
(E) in the case of Specifar approved and entered into the service agreements, referred to in Clause 3.2(i)(iv).
(j) deliver to the Buyer, in connection with the acquisition by Specifar, prior to the Closing Date, of the entire issued share capital of Alet (the “Alet Shares”):
(i) certificates in respect of the entire issued share capital of Alet in the name of Specifar;
(ii) copies of the agreements transferring the Alet Shares, duly executed by the former registered holders thereof, in favour of Specifar, and duly stamped by the competent Tax authority confirming that all Tax due from the sellers of the Alet Shares have been paid;
(iii) certified copies of the tax declarations required to be signed by the sellers of the Alet Shares and filed with the Tax Office in accordance with article 13 of Greek tax law 2238/1994, as in force from time to time; and
(iv) copies of the resolution(s) approving the transfers of the Alet Shares to Specifar and the registration, in the register of members, of Specifar as the legal owner of the Alet Shares;
(k) procure the discharge of all guarantees and like obligations given by any member of the Group in respect of the obligations of any other person (other than another member of the Group), such discharge to be given in Agreed Form;
(l) pay, or procure the payment, to the Company on behalf of the relevant member of the Group the aggregate of all amounts owed as at Closing by any Seller or any member of the Sellers’ Group, to any member of the Group, together with all accrued interest, if any, which shall be treated as discharged to the extent of that payment;
(m) deliver to the Buyer a deed of release from each Seller and each member of the Sellers’ Group in the Agreed Form in respect of all and any liabilities, obligations and claims whatsoever whether actual or contingent which may be due or owing to them by any member of the Group;
(n) in relation to each member of the Group, deliver to the Buyer:
(i) statements from each bank at which any of them has an account, giving the balance of each account at the close of business on the last Business Day before Closing;
(ii) all cheque books in current use and written confirmation that no cheques have been written since those statements were prepared;
(iii) details of their cashbook balances; and
(iv) reconciliation statements reconciling the cash book balances and the cheque books with the bank statements delivered; and
(o) deliver to the Buyer the original of any power of attorney in Agreed Form under which any document to be delivered to the Buyer under this Clause 3.2 has been executed.