Change to Reported Matters. (1) In the case of a change in the trade name, representative, agent, signature, seal, location, or other matter reported to the Agent, of a Lender and the Borrower, written notice shall be promptly given to the Agent. (2) In the case where a notice under this Agreement is delayed or does not arrive as a result of a failure to report under the preceding item, it shall be deemed to have arrived at the time it could be expected to have arrived. J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 2 PRINCIPAL/INTEREST PAYMENT CHART Number Principal Payment Date/ Interest Payment Date Principal Payment Ratio (*) The first (1st) October 18, 2018 1/20 The second (2nd) January 18, 2019 1/20 The third (3rd) April 18, 2019 1/20 The fourth (4th) July 18, 2019 1/20 The fifth (5th) October 18, 2019 1/20 The sixth (6th) January 18, 2020 1/20 The seventh (7th) April 18, 2020 1/20 The eighth (8th) July 18, 2020 1/20 The ninth (9th) October 18, 2020 1/20 The tenth (10th) January 18, 2021 1/20 The eleventh (11th) April 18, 2021 1/20 The twelfth (12th) July 18, 2021 1/20 The thirteenth (13th) October 18, 2021 1/20 The fourteenth (14th) January 18, 2022 1/20 The fifteenth (15th) April 18, 2022 1/20 The sixteenth (16th) July 18, 2022 1/20 The seventeenth (17th) October 18, 2022 1/20 The eighteenth (18th) January 18, 2023 1/20 The nineteenth (19th) April 18, 2023 1/20 The twentieth (20th) July 18, 2023 (Maturity Date) 1/20 * Ratio of the amounts to be paid by the Borrower to the Lenders on each Principal Payment Date (“Principal Payment Amount”) to the Aggregate of Individual Loan Drawdown Amount. Distributions with respect to principal to each Lender on each Principal Payment Date shall be made in the following way. Principal Payment Date Lenders other than Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Banking Corporation Each Principal Payment Date other than Maturity Date Principal Payment Amount multiplied by Participation Ratio of each Lender (Amounts less than one Yen shall be rounded down) Principal Payment Amount minus aggregate amount of the distributions to other Lenders Maturity Date Principal amount of Outstanding Individual Loan Amount for each Lender J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 3 FORM OF GUARANTEE J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 4 FORM OF CERTIFICATE 2018 Date: , 2018 To: Sumitomo Mitsui Banking Corporation, Inter-Market Settlement Dept. 100-0005 1 2 1-2, Marunouchi 1-chome, Xxxxxxx-xx, Xxxxx, 000-0000 Xxxxx 2018 7 13 Re: SYNDICATED LOAN AGREEMENT dated as of July 13, 2018 I, [ Title ] of J-DEVICES CORPORATION (the “Borrower”), hereby certify that any and all necessary procedures have been duly taken in accordance with all applicable laws and regulations, the articles of incorporation and other internal regulations of the Borrower in connection with the execution of the Syndicated Loan Agreement dated as of July 13, 2018 (the “Agreement”) and the borrowing under the Agreement and that [Name of the signer of the Agreement] who signs the Agreement is duly authorized to sign on behalf the Borrower. J-DEVICES CORPORATION - 39 - J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 5 EXCLUSION OF ANTISOCIAL FORCES (1) A Member of An Organized Crime Group, etc. (a) an organized crime group (which shall hereafter mean any group for which it is feared that the members (including the members of a group constituting such crime group) collectively and/or habitually encourage collective or regular illegal acts); (b) a member of an organized crime group; (c) a person or a group who has been a member of an organized crime group within the past five (5) years; (d) a sub-member of an organized crime group (which shall hereafter mean a person related to but not a member of an organized crime group and who threatens to engage in violent illegal acts with the backing of the organized crime group’s forces, or to cooperate with or engage in the maintenance or operation of the organized crime group by way of providing funds and weapon etc. to the organized crime group or its members); (e) a related or associated company of an organized crime group (which shall hereafter mean an enterprise in relation to which a member of an organized crime group is substantially participating in its management, or which a sub-member of an organized crime group or a former member of an organized crime group manages, and which actively cooperates or participates in the maintenance or operation of an organized crime group by way of providing funds to organized crime groups, or which cooperates in the maintenance or operation of an organized crime group by actively utilizing the organized crime group in the operation etc. of its business); (f) a corporate racketeer etc. (which shall hereafter mean a corporate racketeer or corporate blackmailer etc. who threatens to engage in violent illegal acts in order to demand illegal profits from corporations etc. and thus threaten the safety of the citizen’s daily life); (g) a blackmailer advocating a social cause (which shall hereafter mean a person who threatens to engage in violent illegal acts, etc. in order to demand illegal profit by disguising or professing oneself to be a social or political activist and thus threatens the safety of the citizen’s daily life); (h) a special intelligence organized crime group (which shall hereafter mean a group or an individual which is not any of (a) to (g) above, but who is the core of a structural unfairness by using influence backed by relationship with organized crime groups or maintaining financial relations with organized crime groups); or (i) a person similar to any of the foregoing (a) through (h). (collectively, a “Member of An Organized Crime Group, Etc.”) (2) relationship between a Member of An Organized Crime Group, Etc. (a) management is controlled by a Member of An Organized Crime Group, Etc.; (b) any Member of An Organized Crime Group, Etc. is substantially involved in the management; J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only (c) unduly inappropriately uses any Member of An Organized Crime Group, Etc. for the purpose of unfair benefit for itself, its own company or any third party or for the purpose of inflicting damage to any third party; (d) involved in any Member of An Organized Crime Group, etc. in such way as to provide funds to or extend facilities for such Member of An Organized Crime Group, Etc.; and (e) any officer or any member substantially involved in its management has any socially repugnant relationship with any Member of An Organized Crime Group, Etc. (3) an illegal or an unjustifiable act (a) an act of violent demand; (b) an act of making an unjustifiable demand and conduct having no legal cause; (c) threatening or committing violent behaviour relating to its business transactions; (d) an action to defame the reputation or interfere with the business of any Lender or Agent by spreading rumor, using fraudulent means or resorting to force; or (e) other actions similar to any of the foregoing (a) to (d).
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Samples: Syndicated Loan Agreement
Change to Reported Matters. (1) In the case of a change in the trade name, representative, agent, signature, seal, location, or other matter reported to the Agent, of a Lender and the Borrower, written notice shall be promptly given to the Agent.
(2) In the case where a notice under this Agreement is delayed or does not arrive as a result of a failure to report under the preceding item, it shall be deemed to have arrived at the time it could be expected to have arrived. J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 2 PRINCIPAL/INTEREST PAYMENT CHART Number Principal Payment Date/ Interest Payment Date Principal Payment Ratio (*) The first (1st) October 18, 2018 1/20 The second (2nd) January 18, 2019 1/20 The third (3rd) April 18, 2019 1/20 The fourth (4th) July 18, 2019 1/20 The fifth (5th) October 18, 2019 1/20 The sixth (6th) January 18, 2020 1/20 The seventh (7th) April 18, 2020 1/20 The eighth (8th) July 18, 2020 1/20 The ninth (9th) October 18, 2020 1/20 The tenth (10th) January 18, 2021 1/20 The eleventh (11th) April 18, 2021 1/20 The twelfth (12th) July 18, 2021 1/20 The thirteenth (13th) October 18, 2021 1/20 The fourteenth (14th) January 18, 2022 1/20 The fifteenth (15th) April 18, 2022 1/20 The sixteenth (16th) July 18, 2022 1/20 The seventeenth (17th) October 18, 2022 1/20 The eighteenth (18th) January 18, 2023 1/20 The nineteenth (19th) April 18, 2023 1/20 The twentieth (20th) July 18, 2023 (Maturity Date) 1/20 * Ratio of the amounts to be paid by the Borrower to the Lenders on each Principal Payment Date (“Principal Payment Amount”) to the Aggregate of Individual Loan Drawdown Amount. Distributions with respect to principal to each Lender on each Principal Payment Date shall be made in the following way. Principal Payment Date Lenders other than Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Banking Corporation Each Principal Payment Date other than Maturity Date Principal Payment Amount multiplied by Participation Ratio of each Lender (Amounts less than one Yen shall be rounded down) Principal Payment Amount minus aggregate amount of the distributions to other Lenders Maturity Date Principal amount of Outstanding Individual Loan Amount for each Lender J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 3 FORM OF GUARANTEE J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 4 FORM OF CERTIFICATE 2018 Date: , 2018 To: Sumitomo Mitsui Banking Corporation, Inter-Market Settlement Dept. 100-0005 1 2 1-2, Marunouchi 1-chome, Xxxxxxx-xx, Xxxxx, 000-0000 Xxxxx 2018 7 13 Re: SYNDICATED LOAN AGREEMENT dated as of July 13, 2018 I, [ Title ] of J-DEVICES CORPORATION (the “Borrower”), hereby certify that any and all necessary procedures have been duly taken in accordance with all applicable laws and regulations, the articles of incorporation and other internal regulations of the Borrower in connection with the execution of the Syndicated Loan Agreement dated as of July 13, 2018 (the “Agreement”) and the borrowing under the Agreement and that [Name of the signer of the Agreement] who signs the Agreement is duly authorized to sign on behalf the Borrower. J-DEVICES CORPORATION - 39 - J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 5 EXCLUSION OF ANTISOCIAL FORCES
(1) A Member of An Organized Crime Group, etc.
(a) an organized crime group (which shall hereafter mean any group for which it is feared that the members (including the members of a group constituting such crime group) collectively and/or habitually encourage collective or regular illegal acts);
(b) a member of an organized crime group;
(c) a person or a group who has been a member of an organized crime group within the past five (5) years;
(d) a sub-member of an organized crime group (which shall hereafter mean a person related to but not a member of an organized crime group and who threatens to engage in violent illegal acts with the backing of the organized crime group’s forces, or to cooperate with or engage in the maintenance or operation of the organized crime group by way of providing funds and weapon etc. to the organized crime group or its members);
(e) a related or associated company of an organized crime group (which shall hereafter mean an enterprise in relation to which a member of an organized crime group is substantially participating in its management, or which a sub-member of an organized crime group or a former member of an organized crime group manages, and which actively cooperates or participates in the maintenance or operation of an organized crime group by way of providing funds to organized crime groups, or which cooperates in the maintenance or operation of an organized crime group by actively utilizing the organized crime group in the operation etc. of its business);
(f) a corporate racketeer etc. (which shall hereafter mean a corporate racketeer or corporate blackmailer etc. who threatens to engage in violent illegal acts in order to demand illegal profits from corporations etc. and thus threaten the safety of the citizen’s daily life);
(g) a blackmailer advocating a social cause (which shall hereafter mean a person who threatens to engage in violent illegal acts, etc. in order to demand illegal profit by disguising or professing oneself to be a social or political activist and thus threatens the safety of the citizen’s daily life);
(h) a special intelligence organized crime group (which shall hereafter mean a group or an individual which is not any of (a) to (g) above, but who is the core of a structural unfairness by using influence backed by relationship with organized crime groups or maintaining financial relations with organized crime groups); or
(i) a person similar to any of the foregoing (a) through (h). (collectively, a “Member of An Organized Crime Group, Etc.”)
(2) relationship between a Member of An Organized Crime Group, Etc.
(a) management is controlled by a Member of An Organized Crime Group, Etc.;
(b) any Member of An Organized Crime Group, Etc. is substantially involved in the management; J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only
(c) unduly inappropriately uses any Member of An Organized Crime Group, Etc. for the purpose of unfair benefit for itself, its own company or any third party or for the purpose of inflicting damage to any third party;
(d) involved in any Member of An Organized Crime Group, etc. in such way as to provide funds to or extend facilities for such Member of An Organized Crime Group, Etc.; and
(e) any officer or any member substantially involved in its management has any socially repugnant relationship with any Member of An Organized Crime Group, Etc.
(3) an illegal or an unjustifiable act
(a) an act of violent demand;
(b) an act of making an unjustifiable demand and conduct having no legal cause;
(c) threatening or committing violent behaviour relating to its business transactions;
(d) an action to defame the reputation or interfere with the business of any Lender or Agent by spreading rumor, using fraudulent means or resorting to force; or
(e) other actions similar to any of the foregoing (a) to (d).CORPORATION
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Change to Reported Matters. (1) In the case of a change in the trade name, representative, agent, signature, seal, location, or other matter reported to the Agent, of a Lender and the Borrower, written notice shall be promptly given to the Agent.
(2) In the case where a notice under this Agreement is delayed or does not arrive as a result of a failure to report under the preceding item, it shall be deemed to have arrived at the time it could be expected to have arrived. J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 2 PRINCIPAL/INTEREST PAYMENT CHART Number Principal Payment Date/ Date/Interest Payment Date Principal Payment Ratio (*) The first (1st) October 18March 26, 2018 2020 1/20 The second (2nd) January 18June 26, 2019 2020 1/20 The third (3rd) April 18September 26, 2019 2020 1/20 The fourth (4th) July 18December 26, 2019 2020 1/20 The fifth (5th) October 18March 26, 2019 2021 1/20 The sixth (6th) January 18June 26, 2020 2021 1/20 The seventh (7th) April 18September 26, 2020 2021 1/20 The eighth (8th) July 18December 26, 2020 2021 1/20 The ninth (9th) October 18March 26, 2020 2022 1/20 The tenth (10th) January 18June 26, 2021 2022 1/20 The eleventh (11th) April 18September 26, 2021 2022 1/20 The twelfth (12th) July 18December 26, 2021 2022 1/20 The thirteenth (13th) October 18March 26, 2021 2023 1/20 The fourteenth (14th) January 18June 26, 2022 2023 1/20 The fifteenth (15th) April 18September 26, 2022 2023 1/20 The sixteenth (16th) July 18December 26, 2022 2023 1/20 The seventeenth (17th) October 18March 26, 2022 2024 1/20 The eighteenth (18th) January 18June 26, 2023 2024 1/20 The nineteenth (19th) April 18September 26, 2023 2024 1/20 The twentieth (20th) July 18December 26, 2023 2024 (Maturity Date) 1/20 * Ratio of the amounts to be paid by the Borrower to the Lenders on each Principal Payment Date (“Principal Payment Amount”) to the Aggregate of Individual Loan Drawdown Amount. Distributions with respect to principal to each Lender on each Principal Payment Date shall be made in the following way. Principal Payment Date Lenders other than Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Banking Corporation Each Principal Payment Date other than Maturity Date Principal Payment Amount multiplied by Participation Ratio of each Lender (Amounts less than one Yen shall be rounded down) Principal Payment Amount minus aggregate amount of the distributions to other Lenders Maturity Date Principal amount of Outstanding Individual Loan Amount for each Lender J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 3 FORM OF GUARANTEE J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 4 5 FORM OF CERTIFICATE 2018 OF THE BORROWER 2019 Date: :, 2018 2019 To: Sumitomo Mitsui Banking Corporation, Inter-Market Settlement Dept. 100-0005 1 2 10005ã®12 0-20, Marunouchi 1Xxxxxxxxxx 0-chomexxxxx, Xxxxxxx-xx, Xxxxx, 000-0000 Xxxxx 2018 7 13 00000000ã,·ãƒ³ã,¸ã,±ãƒ¼ãƒ^ãƒãƒ¼ãƒ³ ã® Re: SYNDICATED LOAN AGREEMENT and AGREEMENT REGARDING ESTABLISHMENT OF REAL ESTATEMORTGAGE dated as of July 13December 23, 2018 2019 ã,¸ã,§ã,¤ãƒ‡ãƒã,¤ã,¹ã¨ã„ã†ã®ã§ã,ã,‹ã¯20191223ã,·ãƒ³ã,¸ã,±ãƒ¼ãƒ^ãƒãƒ¼ãƒ³ã³ã«ã™ã,‹ã¨ã„ã†ã®ã³ã«ã¥ãã³ã® ã,’ã†ã“ã¨ã«ã™ã,‹ãªãŒãã®ã® ã«ã„ã«ã,ã,ŒãŸã“ã¨ã³ã«ã«ã™ã,‹ã®ã®ãŒã,’ã—ã¦ã™ã,‹ã,’ã«ã^ã,‰ã,Œã¦ã„ã,‹ã“ã¨ã,’ã—ã¾ã™ I, [ Title ] of J-DEVICES CORPORATION (the “Borrower”), hereby certify that any and all necessary procedures have been duly taken in accordance with all applicable laws and regulations, the articles of incorporation and other internal regulations of the Borrower in connection with the execution of the Syndicated Loan Agreement and the Agreement Regarding Establishment of Real Estate Mortgage dated as of July 13December 23, 2018 2019 (the “AgreementRelevant Agreements”) and the borrowing and the establishment of mortgage under the Agreement Relevant Agreements and that [[ Name of the signer of the AgreementRelevant Agreements ] who signs the Agreement Relevant Agreements is duly authorized to sign on behalf the Borrower. ã,¸ã,§ã,¤ãƒ‡ãƒã,¤ã,¹ J-DEVICES CORPORATION - 39 - J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 5 EXCLUSION OF ANTISOCIAL FORCES
(1) A Member of An Organized Crime Group, etc.
(a) an organized crime group (which shall hereafter mean any group for which it is feared that the members (including the members of a group constituting such crime group) collectively and/or habitually encourage collective or regular illegal acts);
(b) a member of an organized crime group;
(c) a person or a group who has been a member of an organized crime group within the past five (5) years;
(d) a sub-member of an organized crime group (which shall hereafter mean a person related to but not a member of an organized crime group and who threatens to engage in violent illegal acts with the backing of the organized crime group’s forces, or to cooperate with or engage in the maintenance or operation of the organized crime group by way of providing funds and weapon etc. to the organized crime group or its members);
(e) a related or associated company of an organized crime group (which shall hereafter mean an enterprise in relation to which a member of an organized crime group is substantially participating in its management, or which a sub-member of an organized crime group or a former member of an organized crime group manages, and which actively cooperates or participates in the maintenance or operation of an organized crime group by way of providing funds to organized crime groups, or which cooperates in the maintenance or operation of an organized crime group by actively utilizing the organized crime group in the operation etc. of its business);
(f) a corporate racketeer etc. (which shall hereafter mean a corporate racketeer or corporate blackmailer etc. who threatens to engage in violent illegal acts in order to demand illegal profits from corporations etc. and thus threaten the safety of the citizen’s daily life);
(g) a blackmailer advocating a social cause (which shall hereafter mean a person who threatens to engage in violent illegal acts, etc. in order to demand illegal profit by disguising or professing oneself to be a social or political activist and thus threatens the safety of the citizen’s daily life);
(h) a special intelligence organized crime group (which shall hereafter mean a group or an individual which is not any of (a) to (g) above, but who is the core of a structural unfairness by using influence backed by relationship with organized crime groups or maintaining financial relations with organized crime groups); or
(i) a person similar to any of the foregoing (a) through (h). (collectively, a “Member of An Organized Crime Group, Etc.”)
(2) relationship between a Member of An Organized Crime Group, Etc.
(a) management is controlled by a Member of An Organized Crime Group, Etc.;
(b) any Member of An Organized Crime Group, Etc. is substantially involved in the management; J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only
(c) unduly inappropriately uses any Member of An Organized Crime Group, Etc. for the purpose of unfair benefit for itself, its own company or any third party or for the purpose of inflicting damage to any third party;
(d) involved in any Member of An Organized Crime Group, etc. in such way as to provide funds to or extend facilities for such Member of An Organized Crime Group, Etc.; and
(e) any officer or any member substantially involved in its management has any socially repugnant relationship with any Member of An Organized Crime Group, Etc.
(3) an illegal or an unjustifiable act
(a) an act of violent demand;
(b) an act of making an unjustifiable demand and conduct having no legal cause;
(c) threatening or committing violent behaviour relating to its business transactions;
(d) an action to defame the reputation or interfere with the business of any Lender or Agent by spreading rumor, using fraudulent means or resorting to force; or
(e) other actions similar to any of the foregoing (a) to (d).CORPORATION
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