Previous Story Next Story. The Company shall reserve common shares with the transfer agent sufficient to cover the conversion of the note as soon as practicable, but no later than 90 days from the execution of this Agreement. The obligations of HDSI to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by HDSI in its sole discretion:. Upon satisfaction of all of the conditions to the obligations of the Parties contained herein other than such conditions as shall have been waived in accordance with the terms hereof: Rainier agrees to provide his cooperation in the pursuit of litigation related to the Potential Cause of Action identified in this Agreement.
Rainier that satisfactory accommodations have been made to resolve the related obligation. We respect your trust in us.
Our management philosophy sets the unchanging goals that we want to achieve through the corporation. To the extent that the Parties determine certain filings have not been made with the SEC, the Company will use its commercial best efforts to make any such filings promptly.
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If any Party terminates this Agreement pursuant to this section, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party. No preliminary or permanent injunction or other bjsiness issued by any.
No claim for indemnification may be brought under this Section 7.
HDS may terminate this Agreement by giving written notice to CMGO at bhsiness time prior to the Closing A in the event Hdsl has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, HDS has notified CMGO of the breach, and the breach has ppan without cure for a period of five 5 days after the notice of breach or B if the Closing shall not have occurred on or before August 4,by reason of the failure of any condition precedent under Section 5 herein unless the failure results primarily from HDS itself breaching any businss, warranty, or covenant contained in this Agreement ; and.
No claim for indemnification may be brought under this Section 8. To the best of its knowledge, CMGO has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of SirenGPS or except to the extent that noncompliance would not result in the occurrence of any material liability for SirenGPS.
All representations and warranties made by HDSI in this Agreement shall be true and correct in all material respects on and as of the Businews Date, except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case, subject to the limitations applicable to the particular date or period, they will be true and busineess in all material respects on and as of the Closing Date with respect to such date or period.
Indemnification in favor of CMGO.
Management Principles | Corporate Information | Harmonic Drive Systems
Service of process, notices and demands of such courts may be made upon any party to this Agreement by personal service at any place where it may be found or giving notice to such party as provided in Section. Undersigned representative of CMGO is duly authorized and has taken all necessary steps to effectively execute and complete the transaction represented in this Agreement.
All claims of HDS pursuant to this Section 7. HDS Controlling Shareholder may rescind this agreement if each of the line items in the Use of Proceeds is not satisfied within 14 days of the execution of this agreement either by payment, or through written agreement from Mr.
WHEREAS, the foregoing recitals are true and accurate and express the intentions of the Parties hereto and are hereby incorporated by this reference into this Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Meineke Car Care Centers, Inc. Industry evaluation is one of the most essential portions of economy forecast and estimation methods.
Article II are true and complete as of the date hereof. HDSI is not bysiness guarantor or indemnitor of any indebtedness of any other person, entity or organization. We make our best efforts to create attractive products, services, compensation, hvsi environments, and trading relations to satisfy all these concerned parties.
The certificates representing such HDSI Stock To CMGO, and each certificate issued in transfer thereof, will also bear any other legend required under any applicable law, including, without limitation, any U.
Search in this pkan Use also to find products. The Company shall not enter into any settlement without first obtaining written approval for the settlement from Mr. A Meaningful Company HDSI wants to be recognized as a meaningful, superior company which manifests creativity, has personality and distinctive characteristics, and whose management foundation is based on ceaseless research and development activities and a constant emphasis on quality—a company where the entire organization finds meaning in making utmost efforts.
The HDSI service system is complete, and because of the support, easy to manage. All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date. Contact us to receive an overview and multiple year HDSI franchisee performances.
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All of the issued and outstanding shares of common stock of HDSI immediately prior to this Agreement are, and all shares of common stock of HDSI when issued in accordance with the terms hereof will be, duly authorized, validly issued, fully paid and non-assessable, have been issued businness compliance with all applicable U.
The execution and delivery of this Agreement by HDSI and the consummation by HDSI of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of HDSI, and no other corporate proceedings on the part of HDSI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. HDSI maintains a standard system of accounting established and administered in accordance with U.
HDSI has been and is hdi compliance with, and has not received any notice of any violation of any, applicable law, order, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act, the applicable rules and regulations of the SEC or the applicable securities laws and rules and regulations of any state.
If any such announcement or other disclosure is required by law, the disclosing party agrees to give the non-disclosing parties prior notice and an opportunity to comment on the proposed disclosure.
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