LPL » Topics » 4. Covenants

This excerpt taken from the LPL 20-F filed Apr 11, 2005.

4. Covenants

 

4.1 Covenants of LPL. LPL hereby covenants as follows:

 

  (a) Government Approval: LPL shall use its best efforts to assist NEG in obtaining the Government Approvals of this Agreement.

 

  (b) Purchase of the Products: LPL shall use its best efforts to assist the JVC and provide reasonable support to the JVC so that the JVC makes reasonable profit through purchasing the Products from the JVC.

 

4.2 Covenants of NEG. NEG hereby covenants as follows:

 

  (a) Government Approval: With the assistance of LPL, NEG shall use its best efforts to obtain the Government Approvals of this Agreement as soon as possible after execution of this Agreement; provided that NEG and LPL shall jointly use their best efforts to obtain the Governmental Approval of this Agreement under the Monopoly Regulation and Fair Trade Act, if applicable.

 

  (b) Technical Assistance: After the incorporation of the JVC, NEG shall license its intellectual properties and provide its own technologies and technical assistance to the JVC in order for the JVC to operate its business contemplated hereunder in accordance with the terms and conditions as agreed by NEG and the JVC. Principal terms and conditions of the Technical Assistance and License Agreement to be executed by NEG and the JVC are set forth in Exhibit B.

 

  (c) Supply the material glass: NEG shall supply the material glass sheets for the Products at a fair price in accordance with a Material Glass Supply Agreement, and shall provide reasonable support to the JVC so that the JVC makes reasonable profit through supplying the material glass sheets to the JVC. The detailed terms and


conditions of a Material Glass Supply Agreement for the supply of the material glass (including quality assurance) to be executed by NEG and the JVC are as set forth in Exhibit C.

 

  (d) Conduct of NEG Pending Issuance of Shares to LPL: From the Effective Date to the Closing Date, NEG shall operate the JVC only in the usual and ordinary course, and without limiting the generality of the foregoing, shall not, without the prior written consent of LPL which consent shall not be unreasonably withheld, take any of the following actions: (i) assume any Lien, or agree to do so, with respect to the assets of the JVC; (ii) make capital expenditures or enter into commitments for capital expenditures; (iii) purchase or commit to purchase goods or services other than (x) entering into the Equipment Purchasing Transaction or (y) as necessary to maintain the usual and ordinary course of business; (iv) pay any bonus, incentive or other extraordinary compensation to any employee; or (v) take or omit to take any action the effect of which act or omission would render inaccurate any of NEG’s representations and warranties set forth herein.

 

  (e) Access Pending Closing Date: From the Effective Date to the Closing Date, NEG shall allow LPL and its accountants, shareholders, officers, directors and other representatives to have the right of full and complete access to the JVC’s books, records, offices and other facilities, during normal business hours with NEG’s consent, which consent shall not be unreasonably withheld, and shall reasonably cooperate with LPL in its efforts to contact any third party vendor, customer, supplier or other entity which has a business relationship with the JVC, for the purpose of making such investigation of JVC’s financial condition and operations as LPL may reasonably deem necessary.

 

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