TRANSFER ARRANGEMENT Clause Samples

TRANSFER ARRANGEMENT. 2.1 In carrying out the interconnected operation of their respective systems as provided for under this agreement, energy being received by a portion of one party's system from another portion of its system or from the system of another interconnected company, or energy being delivered by a portion of one party's system to another portion of its system or to the system of another interconnected company, may flow over the transmission facilities of the other party as a natural result of the physical and electrical characteristics of the interconnected network of transmission lines of which the transmission systems of the parties are a part. Such flow of energy may occur during periods when conditions of system operation are normal or may occur during periods of emergency caused by the failure of either sources of power or transmission facilities, or both. In respect to such flow of energy (hereinafter called "energy transfer") the parties agreed as follows; viz.:

TRANSFER ARRANGEMENT. 2.1 In carrying out the interconnected operation of their respective systems as provided for under the Agreement, energy being received by a portion of one party's system from another portion of its system or to the system of another interconnected company, may flow over the transmission facilities of the other party as a natural result of the physical and electrical characteristics of the interconnected network of transmission lines to which the parties are connected. Such flow of energy may occur during periods when conditions of system operation are normal or may occur during periods of emergency caused by the failure of either sources of power or transmission facilities, or both. In respect to such flow of energy (hereinafter called "energy transfer") the parties agree as follows:

TRANSFER ARRANGEMENT. 3.1 In carrying out the interconnected operation of their respective systems as provided for under the Agreement, energy being received by a portion of one Party's system from another portion of its system or from the system of another interconnected company, or energy being delivered by a portion of one Party's system to another portion of its system or to the system of another interconnected company, may flow over the transmission facilities of the other Party as a natural result of the physical and electrical characteristics of the interconnected network of transmission lines to which the Parties are connected. Such flow of energy may occur during periods of emergency caused by the failure of either sources of power or transmission facilities, or both. In respect to such flow of energy (hereinafter called "Energy Transfer") the Parties agree as follows:

TRANSFER ARRANGEMENT. 2.1 The Parties hereby agree and acknowledge that Hubei ECARX shall transfer all its transferred business and assets to Party A (or other group companies designated by Party A) or turn over to Party A (or other group companies designated by Party A) for effective control pursuant to the Board Resolutions on Restructuring. Please refer to the transfer business and asset transfer arrangement shown in Annex II to this Agreement for specific transfer methods and time schedules. 2.2 This Agreement and all its annexes represent the framework agreements of the transfer matters agreed by each party under this Agreement, and the Parties may sign written arrangements separately for the specific transfer matters of transferred business and assets as they deem necessary (for example, sign transfer documents separately with the other party for any contract under the transferred business and assets). Notwithstanding the foregoing agreement, the Parties confirm and agree that they shall complete the transfer of all transferred businesses and assets in accordance with the principles and methods agreed in this Agreement, whether or not other written documents related to the specific transferred business and assets are executed separately. 2.3 The Parties can take appropriate transfer methods based on the attribute of each specific transferred business and asset, as the case may be, and Hubei ECARX shall cooperate fully and unconditionally. Specially: (1) As for intangible assets (including but not limited to trade secrets attached to any assets) and other matters that are difficult to be specialized and exhaustively listed out, the Parties hereby confirm that such intangible assets have been fully transferred to Party A or are under the effective control of Party A as at the VIE Termination Date, and such transfer is unconditional and irrevocable, unless there are transfer procedures/announcement requirements stipulated by the relevant laws and regulations of China that must be fulfilled to confirm the transfer of ownership, or where the transfer of ownership needs to be confirmed by the transfer of tangible assets attached to such intangible assets; (2) In respect of the transferred business and assets other than those listed in item (1) above, without prejudice to the final transfer to Party A (or other group companies designated by Party A), the Parties may adjust the methods of transfer as shown in Annex II to this Agreement based on the actual situation.

TRANSFER ARRANGEMENT. (1) The party for engaging the piano movers and paying the relevant fees

TRANSFER ARRANGEMENT. 2.1 Subject to the provisions under the following Articles 2.2 and 3, Party B agrees to sell Party A, and Party A agrees to purchase from Party B, the Target Vehicle. The parties shall, with respect to the transfer of the Target Vehicle, proceed to the amendment registration of Vehicle Purchase Agreement TRANSLATION FOR REFERENCE ONLY vehicle owner of the motor vehicle driving license with the Public Security Bureau of Dalian City, Liaoning Province or other vehicle administration agencies (the “Amendment Registration”) within thirty (30) days after the effective date of this Agreement. Party A shall become the legal and beneficial owner of the Target Vehicle on the date when such Amendment Registration is completed, and shall enjoy all rights over such Target Vehicle, including without limitation, the right to own, use and dispose of the Target Vehicle. 2.2 Party A confirms that the provisions under Article 1 are solely for the purpose of identifying the Target Vehicle, and further confirms that it has fully understood the legal ownership, physical status and consumption status of the Target Vehicle as of the signing of this Agreement. Taking into consideration that the Target Vehicle has been under ▇▇▇▇▇▇▇▇ ▇▇’▇ (the actual controller of Party A) use before this Agreement comes into effect, and from the effective date of this Agreement to the completion of the Amendment Registration, Party A hereby confirms that it will not (i) make any claims against Party B; (ii) request to lower the Transfer Price (as defined below); or (iii) propose to cancel or terminate the vehicle transfer arrangement under this Agreement due to the physical defects or legal defects (if any) of the Target Vehicle.

TRANSFER ARRANGEMENT. Subject to the terms and conditions hereof, the Parties hereby irrevocably agree that Party A, or an Affiliate of Party A, shall have the right and the obligation to purchase, and Party B shall have the right and the obligation to sell, all of the Equity Interest of Party C in consideration of the cancellation by Party A of all outstanding loans made to Party B under the Loan Agreement (the “Purchase Price”). For the avoidance of doubt, outstanding loans under the Loan Agreement shall only be repaid by Party B by means of the transfer of the Equity Interest from Party B to Party A. For the purpose of effecting the transfer of the Equity Interest, Party A and Party B further agree that they shall cooperate to work out a transaction pattern that is practicable and in compliance with the relevant PRC laws and regulations then in effect. In the event that any Governmental Authority determines that the Purchase Price set forth in this Agreement is insufficient, Party B shall refund the difference between the Purchase Price and the amount of the consideration paid by Party A to acquire the Equity Interest. Any related tax liabilities shall be born equally by the Parties. Except for Party A or Affiliates of Party A, no other person shall be entitled to the right to purchase the Equity Interest or other rights with respect to the Equity Interest. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

TRANSFER ARRANGEMENT. 1.1.1 Subject to the terms and conditions hereof, the Parties hereby irrevocably agree that Party F shall purchase, and Party C and Party D shall sell, all of the equity interest (the “Equity Interest”) in Party E for a consideration of RMB100, in accordance with the provisions of this Agreement. Except for Party F, no other person shall be entitled to the right to purchase the Equity Interest. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

TRANSFER ARRANGEMENT. 1. Regarding this equity transfer, Party A shall provide all documents and materials necessary and apply for going through the business registration formalities about the change in the identity of equity holder in the Industrial and Commercial Registration Authorities, while Party B shall provide all assistance needed. 2. Since the day when the above-mentioned registration has been handled, any profits, proceeds and/or loss arising from the object equity shall be enjoyed or borne by Party B. Party B shall have the right to perform all rights related to the object equity, including but not limited to the right to enjoy the dividends and bonuses from HZ Co.