Default Events. 7.1 A Default Event occurs, if 7.1.1 N-S Digital TV or its successor or transferee and/or the Xxxxxxx or his successor or transferee fails to perform its or his obligations under the Agreements; 7.1.2 any representation or warranty made by the Xxxxxxx in Section 5 hereof is substantially misleading or mistaken, and/or the Xxxxxxx violates any of his representations and warranties made in Section 5 hereof; 7.1.3 the Xxxxxxx violates any of his undertakings in Section 6 hereof; 7.1.4 the Xxxxxxx violates any provisions herein; 7.1.5 except with agreement made under Section 6.1.1 hereof, the Xxxxxxx abandons, or transfers without written approval of the Pledgee, the pledged Equity; 7.1.6 any loan, security, compensation, undertaking or other liability owed or made by the Xxxxxxx to any third party (1) is required to be discharged or performed early as a result of default; or (2) has become due but cannot be discharged or performed in due time and, in the opinion of the Pledgee, the ability of the Xxxxxxx to perform his obligations hereunder has been affected; 7.1.7 the Xxxxxxx is unable to discharge his ordinary debts or any other liabilities; 7.1.8 the enactment of any laws or regulations causes invalidity of this Agreement or makes the Xxxxxxx unable to continue the performance of his obligations hereunder; 7.1.9 any ratification, license, approval or authorization by the government that is required for the enforceability or validity or effectiveness of this Agreement is withdrawn, suspended, substantially amended or has lapsed; 7.1.10 any unfavorable change occurs to the Xxxxxxx’x property and, in the opinion of the Pledgee, the ability of the Xxxxxxx to perform his obligations hereunder has been affected by such change; or 7.1.11 in any other cases where, according to the relevant statutory provisions, the Pledgee becomes unable to exercise its Right of Pledge. 7.2 Upon becoming aware of or discovering the occurrence of any Default Event or of any event that may cause the occurrence of any Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee of such occurrence. 7.3 In the case of any Default Event, unless such Default Event has been settled to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the Default Event or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts and other amounts payable under the Agreements or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date of the Notice of Default, the Pledgee is entitled to exercise the Right of Pledge according to Section 8 hereof.
Appears in 4 contracts
Samples: Share Pledge Agreement (China Digital TV Holding Co., Ltd.), Share Pledge Agreement (China Digital TV Holding Co., Ltd.), Share Pledge Agreement (China Digital TV Holding Co., Ltd.)
Default Events. 7.1 A Default Event occurs, if
7.1.1 N-S Digital TV or its successor or transferee and/or the Xxxxxxx or his successor or transferee fails to perform its or his obligations fully pay off on time the loan under the AgreementsLoan Agreement (Appendix 1);
7.1.2 any representation or warranty made by the Xxxxxxx in Section 5 hereof is substantially misleading or mistaken, and/or the Xxxxxxx violates any of his representations and warranties made in Section 5 hereof;
7.1.3 the Xxxxxxx violates any of his undertakings in Section 6 hereof;
7.1.4 the Xxxxxxx violates any provisions herein;
7.1.5 except with agreement made under Section 6.1.1 hereof, the Xxxxxxx abandons, or transfers without written approval of the Pledgee, the pledged Equity;
7.1.6 any loan, security, compensation, undertaking or other liability owed or made by the Xxxxxxx to any third party (1) is required to be discharged or performed early as a result of default; or (2) has become due but cannot be discharged or performed in due time and, in the opinion of the Pledgee, the ability of the Xxxxxxx to perform his obligations hereunder has been affected;
7.1.7 the Xxxxxxx is unable to discharge his ordinary debts or any other liabilities;
7.1.8 the enactment of any laws or regulations causes invalidity of this Agreement or makes the Xxxxxxx unable to continue the performance of his obligations hereunder;
7.1.9 any ratification, license, approval or authorization by the government that is required for the enforceability or validity or effectiveness of this Agreement is withdrawn, suspended, substantially amended or has lapsed;
7.1.10 any unfavorable change occurs to the Xxxxxxx’x property and, in the opinion of the Pledgee, the ability of the Xxxxxxx to perform his obligations hereunder has been affected by such change;
7.1.11 the successor or custodian of the Xxxxxxx can perform only part of or refuses to perform the payment liability under the Loan Agreement (Appendix 1); or
7.1.11 7.1.12 in any other cases where, according to the relevant statutory provisions, the Pledgee becomes become unable to exercise its Right of Pledge.
7.2 Upon becoming aware of or discovering the occurrence of any Default Event or of any event that may cause the occurrence of any Default Event set forth in Section 7.1Event, the Xxxxxxx shall immediately inform in writing the Pledgee of such occurrence.
7.3 In the case of any Default Event, unless such Default Event has been settled to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the Default Event or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts the loan and other amounts payable under the Agreements Loan Agreement (Appendix 1), or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date of the Notice of Default, the Pledgee is entitled to exercise the Right of Pledge according to Section 8 hereof.
Appears in 3 contracts
Samples: Share Pledge Agreement (China Digital TV Holding Co., Ltd.), Share Pledge Agreement (China Digital TV Holding Co., Ltd.), Share Pledge Agreement (China Digital TV Holding Co., Ltd.)
Default Events. 7.1 A 5.1 The following circumstances shall constitute a Default Event occursEvent:
5.1.1 failure by the Grant Recipient to comply with its obligations in Condition 3 Condition 8.5 or Condition 12 and/or any information supplied in connection with its obligations in Condition 3 Condition 8.5 or Condition 12, if
7.1.1 N-S Digital TV whether in relation to the Contract Monitoring Outputs or its successor otherwise is materially deficient, misleading or transferee and/or the Xxxxxxx or his successor or transferee fails to perform its or his obligations under the Agreementsinaccurate;
7.1.2 5.1.2 the Grant Recipient is unable to make the representations and give the warranties set out in this Agreement (in any representation case in whole or warranty in part) and there is a resulting Material Adverse Effect in relation to:
(a) the Approved Bid; or
(b) a Named Project;
5.1.3 the Grant Recipient is subject to a Section 15 Direction or a Section 114 Report which has or will have a Material Adverse Effect;
5.1.4 a Prohibited Act has been committed by or on behalf of the Grant Recipient (in respect of which the Waiver Condition has not been satisfied);
5.1.5 a breach of the Open Book Obligations;
5.1.6 the GLA determines (acting reasonably) that proper progress against the Grant Recipient's projections in the Approved Bid has not been made by the Xxxxxxx Grant Recipient in Section 5 hereof delivering the Approved Bid;
5.1.7 the Grant Recipient ceases operating;
5.1.8 the Grant Recipient's status as a Registered Provider is substantially misleading lost, relinquished or mistakenremoved;
5.1.9 the Grant Recipient's Investment Partner status is lost or removed in its entirety;
5.1.10 the Regulator directs or recommends that grant is not to be paid to the Grant Recipient or the GLA understands that such a direction or recommendation is likely to be made;
5.1.11 a breach of Condition 8 or Condition 16 or a breach of the RHP Minimum Standards in respect of a Named Project;
5.1.12 a failure or inability by the Grant Recipient to comply with:
(a) the requirements of Condition 10; or
(b) any obligation to pay or repay any amounts due under this Agreement;
5.1.13 any other breach of the Agreement which has a Material Adverse Effect;
5.1.14 the Grant Recipient (either by its own actions or omissions, and/or or those of its contractors or agents) xxxxx the Xxxxxxx violates GLA's, the RHP's reputation or the Mayor of London's reputation or brings the GLA, the RHP or the Mayor of London into disrepute; and
5.1.15 any of his representations and warranties made in Section 5 hereofthe following events or circumstances occur:
(a) a breach of the Estate Regeneration Requirement;
7.1.3 (b) the Xxxxxxx violates any of his undertakings Grant Recipient has failed to comply with the Estate Regeneration Requirement in Section 6 hereofcircumstances where in the GLA's reasonable opinion the Estate Regeneration Requirement ought to have been complied with (having regard to section 8 Affordable Housing Capital Funding Guide);
7.1.4 (c) having regard to any planning permission obtained for the Xxxxxxx violates any provisions herein;
7.1.5 except with agreement made under Section 6.1.1 hereof, Site or reports issued to residents affected by the Xxxxxxx abandons, or transfers without written approval delivery of the Pledgee, the pledged Equity;
7.1.6 any loan, security, compensation, undertaking or other liability owed or made by the Xxxxxxx to any third party (1) is required to be discharged or performed early as a result of default; or (2) has become due but cannot be discharged or performed in due time andNamed Project, in the opinion GLA's reasonable opinion, a breach of the Pledgee, Estate Regeneration Requirement is likely to occur; or
(d) in the ability GLA's opinion the Grant Recipient has partitioned the Site in order to avoid the application of the Xxxxxxx to perform his obligations hereunder Resident Ballot Requirement;
5.1.16 the facts or circumstances upon which a Compliance Checklist or Exemption Certificate was provided (as applicable) change so that such certificate is no longer correct in all material respects;
5.1.17 an Exemption Certificate expires or is withdrawn by the GLA;
5.1.18 any Drawdown Condition is not satisfied within the relevant timescales required by the GLA (in its absolute discretion);
5.1.19 the occurrence of a Use Breach;
5.1.20 a breach of the Special Conditions; and
5.1.21 the Grant Recipient's Investment Partner status has been affected;
7.1.7 the Xxxxxxx is unable to discharge his ordinary debts or any other liabilities;
7.1.8 the enactment of any laws or regulations causes invalidity of this Agreement or makes the Xxxxxxx unable to continue the performance of his obligations hereunder;
7.1.9 any ratification, license, approval or authorization by the government restricted such that is required for the enforceability or validity or effectiveness of this Agreement is withdrawn, suspended, substantially amended or has lapsed;
7.1.10 any unfavorable change occurs it does not extend to the Xxxxxxx’x property andrelevant Named Project.
5.2 The Grant Recipient must notify the GLA immediately in writing on the occurrence of a Default Event.
5.3 Without prejudice to Condition 5.4, in the opinion event of the Pledgee, the ability of the Xxxxxxx to perform his obligations hereunder has been affected by such change; or
7.1.11 in any other cases where, according to the relevant statutory provisions, the Pledgee becomes unable to exercise its Right of Pledge.
7.2 Upon becoming aware of or discovering the occurrence of any a Default Event or of any event and for so long as that may cause the occurrence of any Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee of such occurrence.
7.3 In the case of any Default Event, unless such subsists (or another Default Event has been settled occurred and is continuing) the GLA shall be entitled to reject the satisfaction submission of the Pledgee, the Pledgee may, upon the occurrence of any New Named Project or Additional Project on OPS.
5.4 Where the Default Event or at any time after such occurrenceis:
5.4.1 an occurrence specified in Conditions 5.1.3, give the Xxxxxxx a written Notice of Default5.1.4, requiring the Xxxxxxx to pay off immediately all debts and other amounts payable under the Agreements or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date of the Notice of Default5.1.7, the Pledgee is entitled to exercise the Right of Pledge according to Section 8 hereof.5.1.8, 5.1.9 and/or
Appears in 2 contracts
Default Events. 7.1 A Default Event occurs, ifThe following events will be deemed as default events:
7.1.1 N-S Digital TV Beijing Technology or its successor successors or transferee and/or the Xxxxxxx assignees fail to pay any payable payments under these agreements as scheduled and in full, or his successor pledgers or transferee fails their successors or assignees fail to perform its or his their obligations under the Agreementsbusiness operation agreement, equity disposal agreement, and exclusive consultancy and service agreement;
7.1.2 any representation Any statements, guarantees, or warranty commitments made by the Xxxxxxx pledgers in Section Articles 5 and 6 hereof is substantially contain any substantial misleading or mistakenmistakes, and/or the Xxxxxxx violates any of his representations and warranties made in Section 5 hereofpledgers violate said statements, guarantees, or commitments;
7.1.3 the Xxxxxxx Pledgers significantly violates any of his undertakings in Section 6 clauses hereof;
7.1.4 the Xxxxxxx violates any provisions hereinPledgers abandon pledged equities or transfer pledged equities without Party A’s written consent, unless otherwise agreed in Article
6.1.1 hereof;
7.1.5 except with agreement made under Section 6.1.1 hereofPledgers’ external loans, the Xxxxxxx abandonsguarantees, compensations, commitment, or transfers without written approval of the Pledgee, the pledged Equity;
7.1.6 any loan, security, compensation, undertaking or other liability owed or made by the Xxxxxxx to any third party (1) is required repayment liabilities are to be discharged paid or performed early in advanced as a result of default; are required or (2) has become due but cannot be discharged repaid or performed in due time and, in the opinion of the Pledgee, the as scheduled and thus causing Party A has a ground to believe that pledgers’ ability of the Xxxxxxx to perform his obligations hereunder has been affectedaffected and that will further affect Party A’s interests;
7.1.6 Pledgers are unable to repay their general liabilities or other debts that will further undermine Party A’s interests;
7.1.7 This Agreement becomes invalid due to the Xxxxxxx is unable to discharge his ordinary debts or any other liabilities;
7.1.8 the enactment promulgation of any relevant laws or regulations causes invalidity of this Agreement or makes the Xxxxxxx pledgers are unable to continue the their performance of his obligations hereunder;
7.1.9 any ratification7.1.8 The consent, licensepermission, approval or authorization by the of any government that is required authorities necessary for the enforceability or validity or effectiveness of this Agreement coming into force is withdrawn, suspended, invalidated or substantially amended or has lapsedamended;
7.1.10 any unfavorable change occurs to the Xxxxxxx’x property and, in the opinion of the Pledgee, the 7.1.9 Party A believes that pledgers’ ability of the Xxxxxxx to perform his the obligations hereunder has been affected by such changedue to any adverse change of their owned assets; or
7.1.11 in any other cases where, according to the relevant statutory provisions, the Pledgee becomes unable to 7.1.10 Other circumstances under which Party A may not exercise its Right rights of Pledgepledge as stipulated by relevant laws.
7.2 Upon becoming aware Pledgers shall forthwith notify Party A in writing of any events prescribed in Article 7.1 that they have known or discovering detected or that have happened.
7.3 Unless the default issues prescribed in Article 7.1 has been resolved to Party A’s satisfaction, Party A may, at any time during or after the occurrence of such default events, issue default notification to pledgers in writing, demanding immediate payment of all arrears and other payables under these Agreements or timely performance of the equity disposal agreement and business operation agreement. Where pledgers or Beijing Technology fail to rectify their default events or take any Default Event or of any event that may cause necessary remedies within ten days after the occurrence of any Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee issuance of such occurrence.
7.3 In the case of any Default Eventwritten notification, unless such Default Event has been settled to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the Default Event or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts and other amounts payable under the Agreements or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date of the Notice of Default, the Pledgee Party A is entitled to exercise the Right exercises its rights of Pledge according to Section pledge in accordance with Article 8 hereof.
Appears in 2 contracts
Samples: Equity Interest Pledge Agreement, Equity Interest Pledge Agreement (NQ Mobile Inc.)
Default Events. 7.1 A The following events shall be deemed Default Event occurs, ifEvents:
7.1.1 N-S Digital TV or its successor or transferee and/or the Xxxxxxx or his successor or transferee The Pledgor fails to perform its or his obligations any obligation under the Agreementsentrusted loan arrangement(s) or the supplemental agreement(s);
7.1.2 IQIYI fails to fully pay any Service Fee under the Service Agreement or perform other related obligation;
7.1.3 Any representation or warranty made by the Xxxxxxx Pledgor in Section Article 5 hereof is substantially materially misleading or mistakenwrong, and/or the Xxxxxxx violates Pledgor breaches any of his representations and warranties made warranty in Section Article 5 hereof;
7.1.3 the Xxxxxxx violates 7.1.4 The Pledgor breaches any of his undertakings covenants in Section Article 6 hereof;
7.1.4 the Xxxxxxx violates 7.1.5 The Pledgor breaches any other provisions herein;
7.1.5 except with agreement made under Section 6.1.1 hereof, the Xxxxxxx abandons, or transfers without written approval of the Pledgee, the pledged Equity;
7.1.6 any The Pledgor abandons the pledged shares, or without written consent of the Pledgee transfers the pledged Shares;
7.1.7 Any loan, security, compensationindemnity, undertaking covenant or other repayment liability owed or made by of the Xxxxxxx Pledgor to any third party others (1) is required requested to be discharged repaid or performed early as a result of defaultfor any breach; or (2) has become becomes due but cannot is unable to be discharged repaid or performed in due time andperformed, in and thus causes the opinion of Pledgee to believe that the Pledgee, the Pledgor’s ability of the Xxxxxxx to perform his its obligations hereunder has been affected;
7.1.7 the Xxxxxxx is unable to discharge his ordinary debts or any other liabilitiesimpaired;
7.1.8 the enactment of IQIYI fails to repay any laws general debt or regulations causes invalidity of this Agreement or makes the Xxxxxxx unable to continue the performance of his obligations hereunderother indebtedness;
7.1.9 This Agreement becomes illegal, or the Pledgor cannot perform any ratification, license, approval or authorization by the government that is required obligation hereunder for the enforceability or validity or effectiveness of this Agreement is withdrawn, suspended, substantially amended or has lapsedany reason other than force majeure;
7.1.10 any unfavorable Any adverse change occurs to any property owned by the Xxxxxxx’x property andPledgor, in which causes the opinion of Pledgee to believe that the Pledgee, the Pledgor’s ability of the Xxxxxxx to perform his its obligations hereunder has been affected by such change; orimpaired;
7.1.11 in IQIYI’s successor or administrator can perform only part of the payment obligation under the Service Agreement or refuses to perform the payment obligation;
7.1.12 Default caused by the breach of this Agreement by any other cases where, according to act or forbearance of the relevant statutory provisions, the Pledgee becomes unable to exercise its Right of PledgePledgor.
7.2 Upon becoming aware of If the Pledgor knows or discovering the occurrence of any Default Event or of finds that any event set forth in Article 7.1 or any matter that may cause such event to have occurred, he/she shall immediately notify the occurrence of any Pledgee in writing.
7.3 Unless the Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee of such occurrence.
7.3 In the case of any Default Event, unless such Default Event Article 7.1 has been settled resolved satisfactory to the satisfaction of the Pledgee, the Pledgee may, upon may send notice of default to the Pledgor in writing at any time on or after occurrence of the Default Event Event, requesting the xxxxxxx to immediately pay any outstanding amount or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts and other amounts payable amount under the Agreements Service Agreement or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx entrusted loan arrangement(s), or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date dispose of the Notice of Default, the Pledgee is entitled to exercise the Right of Pledge according to Section Article 8 hereof.
Appears in 1 contract
Samples: Share Pledge Agreement (iQIYI, Inc.)
Default Events. 7.1 A Default Event occurs, ifThe following events will be deemed as default events:
7.1.1 N-S Digital TV The FL MOBILE or its successor successors or transferee and/or the Xxxxxxx assignees fail to pay any payable payments under these Agreements as scheduled and in full, or his successor Pledgers or transferee fails their successors or assignees fail to perform its or his their obligations under the AgreementsBusiness Operation Agreement, Equity Interest Disposal Agreement, and Exclusive Consultancy and Service Agreement;
7.1.2 any representation Any statements, guarantees, or warranty commitments made by the Xxxxxxx Pledgers in Section Articles 5 and 6 hereof is substantially contain any substantial misleading or mistakenmistakes, and/or the Xxxxxxx violates any of his representations Pledgers violate said statements, guarantees, or commitments in Articles 5 and warranties made in Section 5 6 hereof;
7.1.3 the Xxxxxxx Pledgers significantly violates any of his undertakings in Section 6 clause hereof;
7.1.4 the Xxxxxxx violates any provisions hereinPledgers abandon pledged equity interest or transfer pledged equity interest without Party A’s written consent, unless otherwise agreed in Article 6.1.1 hereof;
7.1.5 except with agreement made under Section 6.1.1 hereofPledgers’ external loans, the Xxxxxxx abandonsguarantees, compensations, commitment, or transfers without written approval of the Pledgee, the pledged Equity;
7.1.6 any loan, security, compensation, undertaking or other liability owed or made by the Xxxxxxx to any third party (1) is required repayment liabilities are to be discharged paid or performed early in advance as a result of default; required or (2) has become due but cannot be discharged repaid or performed in due time and, in the opinion of the Pledgee, the as scheduled and thus causing Party A to have a ground to believe that Pledgers’ ability of the Xxxxxxx to perform his obligations hereunder has been affectedaffected and that will further affect Party A’s interests;
7.1.6 Pledgers are unable to repay their general liabilities or other debts that will further undermine Party A’s interests;
7.1.7 This Agreement becomes invalid due to the Xxxxxxx is unable to discharge his ordinary debts or any other liabilities;
7.1.8 the enactment promulgation of any relevant laws or regulations causes invalidity of this Agreement or makes the Xxxxxxx Pledgers are unable to continue the their performance of his obligations hereunder;
7.1.9 any ratification7.1.8 The consent, licensepermission, approval or authorization by the of any government that is required authorities necessary for the enforceability or validity or effectiveness of this Agreement coming into force is withdrawn, suspended, invalidated or substantially amended or has lapsedamended;
7.1.10 any unfavorable change occurs to the Xxxxxxx’x property and, in the opinion of the Pledgee, the 7.1.9 Party A believes that Pledgers’ ability of the Xxxxxxx to perform his the obligations hereunder has been affected by such changedue to any adverse change of their owned assets; or
7.1.11 in any other cases where, according to the relevant statutory provisions, the Pledgee becomes unable to 7.1.10 Other circumstances under which Party A may not exercise its Right right of Pledgepledge as stipulated by relevant laws.
7.2 Upon becoming aware of Pledgers shall forthwith notify Party A in writing if they have known or discovering detected that any events prescribed in Article 7.1 have happened.
7.3 Unless the default events prescribed in Article 7.1 have been resolved to Party A’s satisfaction, Party A may, at any time during or after the occurrence of such default events, issue default notification to Pledgers in writing, demanding immediate payment of all arrears and other payables under these Agreements or timely performance of Equity Interest Disposal Agreement and Business Operation Agreement. Where Pledgers or FL MOBILE fail to rectify their default events or take any Default Event or of any event that may cause necessary remedies within ten days after the occurrence of any Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee issuance of such occurrence.
7.3 In the case of any Default Eventwritten notification, unless such Default Event has been settled to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the Default Event or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts and other amounts payable under the Agreements or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date of the Notice of Default, the Pledgee Party A is entitled to exercise the Right its right of Pledge according to Section pledge in accordance with Article 8 hereof.
Appears in 1 contract
Default Events. 7.1 A The following events shall be deemed Default Event occurs, ifEvents:
7.1.1 N-S Digital TV or its successor or transferee and/or the Xxxxxxx or his successor or transferee The Pledgor fails to perform its or his obligations any obligation under the AgreementsLoan Agreement;
7.1.2 any Xxxxx Xxxx fails to fully perform other related obligation;
7.1.3 Any representation or warranty made by the Xxxxxxx Pledgor in Section Article 5 hereof is substantially materially misleading or mistakenwrong, and/or the Xxxxxxx violates Pledgor breaches any of his representations and warranties made warranty in Section Article 5 hereof;
7.1.3 the Xxxxxxx violates 7.1.4 The Pledgor breaches any of his undertakings covenants in Section Article 6 hereof;
7.1.4 the Xxxxxxx violates 7.1.5 The Pledgor breaches any other provisions herein;
7.1.5 except with agreement made under Section 6.1.1 hereof, the Xxxxxxx abandons, or transfers without written approval of the Pledgee, the pledged Equity;
7.1.6 any The Pledgor abandons the pledged Shares, or without written consent of the Pledgee transfers the pledged Shares;
7.1.7 Any loan, security, compensationindemnity, undertaking covenant or other repayment liability owed or made by of the Xxxxxxx Pledgor to any third party others (1) is required requested to be discharged repaid or performed early as a result of defaultfor any breach; or (2) has become becomes due but cannot is unable to be discharged repaid or performed in due time andperformed, in and thus causes the opinion of Pledgee to believe that the Pledgee, the Pledgor’s ability of the Xxxxxxx to perform his its obligations hereunder has been affected;
7.1.7 the Xxxxxxx is unable to discharge his ordinary debts or any other liabilitiesimpaired;
7.1.8 the enactment of Xxxxx Xxxx fails to repay any laws general debt or regulations causes invalidity of this Agreement or makes the Xxxxxxx unable to continue the performance of his obligations hereunderother indebtedness;
7.1.9 This Agreement becomes illegal, or the Pledgor cannot perform any ratification, license, approval or authorization by the government that is required obligation hereunder for the enforceability or validity or effectiveness of this Agreement is withdrawn, suspended, substantially amended or has lapsedany reason other than force majeure;
7.1.10 any unfavorable Any adverse change occurs to any property owned by the Xxxxxxx’x property andPledgor, in which causes the opinion of Pledgee to believe that the Pledgee, the Pledgor’s ability of the Xxxxxxx to perform his its obligations hereunder has been affected by such change; or
7.1.11 in any other cases where, according to the relevant statutory provisions, the Pledgee becomes unable to exercise its Right of Pledge.impaired;
7.2 Upon becoming aware of If the Pledgor knows or discovering the occurrence of any Default Event or of finds that any event set forth in Article 7.1 or any matter that may cause such event has occurred, it shall immediately notify the occurrence of any Pledgee in writing.
7.3 Unless the Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee of such occurrence.
7.3 In the case of any Default Event, unless such Default Event Article 7.1 has been settled resolved satisfactory to the satisfaction of the Pledgee, the Pledgee may, upon may send notice of default to the Pledgor in writing at any time on or after occurrence of the Default Event Event, requesting the xxxxxxx to immediately pay any outstanding amount or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts and other amounts payable amount under the Agreements Loan Agreement, or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date dispose of the Notice of Default, the Pledgee is entitled to exercise the Right of Pledge according to Section Article 8 hereof.
Appears in 1 contract
Samples: Share Pledge Agreement (iQIYI, Inc.)
Default Events. 7.1 A Default Event occurs, if
7.1.1 N-S Digital TV or its successor or transferee and/or the Xxxxxxx or his successor or transferee fails to perform its or his obligations fully pay off on time the loan under the AgreementsLoan Agreement (Appendix 1) and the Loan Agreement (Appendix 2);
7.1.2 any representation or warranty made by the Xxxxxxx in Section 5 hereof is substantially misleading or mistaken, and/or the Xxxxxxx violates any of his representations and warranties made in Section 5 hereof;
7.1.3 the Xxxxxxx violates any of his undertakings in Section 6 hereof;
7.1.4 the Xxxxxxx violates any provisions herein;
7.1.5 except with agreement made under Section 6.1.1 hereof, the Xxxxxxx abandons, or transfers without written approval of the Pledgee, the pledged Equity;
7.1.6 any loan, security, compensation, undertaking or other liability owed or made by the Xxxxxxx to any third party (1) is required to be discharged or performed early as a result of default; or (2) has become due but cannot be discharged or performed in due time and, in the opinion of the Pledgee, the ability of the Xxxxxxx to perform his obligations hereunder has been affected;
7.1.7 the Xxxxxxx is unable to discharge his ordinary debts or any other liabilities;
7.1.8 the enactment of any laws or regulations causes invalidity of this Agreement or makes the Xxxxxxx unable to continue the performance of his obligations hereunder;
7.1.9 any ratification, license, approval or authorization by the government that is required for the enforceability or validity or effectiveness of this Agreement is withdrawn, suspended, substantially amended or has lapsed;
7.1.10 any unfavorable change occurs to the Xxxxxxx’x property and, in the opinion of the Pledgee, the ability of the Xxxxxxx to perform his obligations hereunder has been affected by such change;
7.1.11 the successor or custodian of the Xxxxxxx can perform only part of or refuses to perform the payment liability under the Loan Agreement (Appendix 1) and the Loan Agreement (Appendix 2); or
7.1.11 7.1.12 in any other cases where, according to the relevant statutory provisions, the Pledgee becomes become unable to exercise its Right of Pledge.
7.2 Upon becoming aware of or discovering the occurrence of any Default Event or of any event that may cause the occurrence of any Default Event set forth in Section 7.1Event, the Xxxxxxx shall immediately inform in writing the Pledgee of such occurrence.
7.3 In the case of any Default Event, unless such Default Event has been settled to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the Default Event or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts the loan and other amounts payable under the Agreements Loan Agreement (Appendix 1) and the Loan Agreement (Appendix 2), or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date of the Notice of Default, the Pledgee is entitled to exercise the Right of Pledge according to Section 8 hereof.
Appears in 1 contract
Samples: Share Pledge Agreement (China Digital TV Holding Co., Ltd.)
Default Events. 7.1 A Default Event occurs, ifThe following events will be deemed as default events:
7.1.1 N-S Digital TV The VIE or its successor successors or transferee and/or the Xxxxxxx assignees fail to pay any payable payments under these Agreements as scheduled and in full, or his successor Pledgers or transferee fails their successors or assignees fail to perform its or his their obligations under the AgreementsBusiness Operation Agreement, Equity Interest Disposal Agreement, and Exclusive Consultancy and Service Agreement;
7.1.2 any representation Any statements, guarantees, or warranty commitments made by the Xxxxxxx Pledgers in Section Articles 5 and 6 hereof is substantially contain any substantial misleading or mistakenmistakes, and/or the Xxxxxxx violates any of his representations Pledgers violate said statements, guarantees, or commitments in Articles 5 and warranties made in Section 5 6 hereof;
7.1.3 the Xxxxxxx Pledgers significantly violates any of his undertakings in Section 6 clause hereof;
7.1.4 the Xxxxxxx violates any provisions hereinPledgers abandon pledged equity interest or transfer pledged equity interest without Party A’s written consent, unless otherwise agreed in Article 6.1.1 hereof;
7.1.5 except with agreement made under Section 6.1.1 hereofPledgers’ external loans, the Xxxxxxx abandonsguarantees, compensations, commitment, or transfers without written approval of the Pledgee, the pledged Equity;
7.1.6 any loan, security, compensation, undertaking or other liability owed or made by the Xxxxxxx to any third party (1) is required repayment liabilities are to be discharged paid or performed early in advance as a result of default; required or (2) has become due but cannot be discharged repaid or performed in due time and, in the opinion of the Pledgee, the as scheduled and thus causing Party A to have a ground to believe that Pledgers’ ability of the Xxxxxxx to perform his obligations hereunder has been affectedaffected and that will further affect Party A’s interests;
7.1.6 Pledgers are unable to repay their general liabilities or other debts that will further undermine Party A’s interests;
7.1.7 This Agreement becomes invalid due to the Xxxxxxx is unable to discharge his ordinary debts or any other liabilities;
7.1.8 the enactment promulgation of any relevant laws or regulations causes invalidity of this Agreement or makes the Xxxxxxx Pledgers are unable to continue the their performance of his obligations hereunder;
7.1.9 any ratification7.1.8 The consent, licensepermission, approval or authorization by the of any government that is required authorities necessary for the enforceability or validity or effectiveness of this Agreement coming into force is withdrawn, suspended, invalidated or substantially amended or has lapsedamended;
7.1.10 any unfavorable change occurs to the Xxxxxxx’x property and, in the opinion of the Pledgee, the 7.1.9 Party A believes that Pledgers’ ability of the Xxxxxxx to perform his the obligations hereunder has been affected by such changedue to any adverse change of their owned assets; or
7.1.11 in any other cases where, according to the relevant statutory provisions, the Pledgee becomes unable to 7.1.10 Other circumstances under which Party A may not exercise its Right right of Pledgepledge as stipulated by relevant laws.
7.2 Upon becoming aware of Pledgers shall forthwith notify Party A in writing if they have known or discovering detected that any events prescribed in Article 7.1 have happened.
7.3 Unless the default events prescribed in Article 7.1 have been resolved to Party A’s satisfaction, Party A may, at any time during or after the occurrence of such default events, issue default notification to Pledgers in writing, demanding immediate payment of all arrears and other payables under these Agreements or timely performance of Equity Interest Disposal Agreement and Business Operation Agreement. Where Pledgers or VIE fail to rectify their default events or take any Default Event or of any event that may cause necessary remedies within ten days after the occurrence of any Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee issuance of such occurrence.
7.3 In the case of any Default Eventwritten notification, unless such Default Event has been settled to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the Default Event or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts and other amounts payable under the Agreements or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date of the Notice of Default, the Pledgee Party A is entitled to exercise the Right its right of Pledge according to Section pledge in accordance with Article 8 hereof.
Appears in 1 contract
Default Events. 7.1 A Default Event occurs, if8.1 Each of the following events shall be deemed to be a Defaults Event:
7.1.1 N-S Digital TV or its successor or transferee and/or the Xxxxxxx or his successor or transferee 8.1.1 if Party B fails to perform its or his obligations under pay any of the AgreementsSecured Liabilities by the prescribed time and in the prescribed amount;
7.1.2 8.1.2 if any representation or warranty made by the Xxxxxxx Pledgors in Section 5 Article 6 hereof is substantially misleading or mistaken, false in any material respect and/or the Xxxxxxx violates Pledgors violate any of his representations and the warranties made they make in Section 5 hereof;
7.1.3 the Xxxxxxx violates any of his undertakings in Section Article 6 hereof;
7.1.4 8.1.3 if the Xxxxxxx violates Pledgors violate any provisions hereinof the undertakings they make in Article 7 hereof;
7.1.5 except with agreement made under Section 6.1.1 hereof, 8.1.4 if the Xxxxxxx abandons, or transfers without written approval Pledgors violate any of the Pledgee, the pledged Equityprovisions hereof;
7.1.6 8.1.5 if the Pledgors give up all or any part of the Pledged Collateral or transfer all or any part of the Pledged Collateral without Party A’s written consent (except for the transfer permitted hereunder);
8.1.6 if any external loan, securityguarantee, compensationindemnity, undertaking or other debt liability owed the Pledgors have incurred or made by the Xxxxxxx to any third party assumed (1i) is required to be discharged paid or performed early before it is due as a result of default; a breach of contract, or (2ii) has become is due but cancan not be discharged paid or performed in due time andperformed, in the opinion of the Pledgee, which leads to Party A’s belief that the ability of the Xxxxxxx Pledgors to perform his their obligations hereunder has been adversely affected;
7.1.7 8.1.7 if the Xxxxxxx is Pledgors are unable to discharge his ordinary debts or pay any other liabilitiesmajor liability;
7.1.8 8.1.8 if the enactment promulgation of any laws or regulations causes invalidity of relevant law renders this Agreement illegal or makes the Xxxxxxx Pledgors unable to continue the performance of his to perform their obligations hereunder;
7.1.9 8.1.9 if any ratificationconsent, license, approval or authorization given by the competent government authorities that is required for the enforceability or validity or effectiveness of necessary to render this Agreement enforceable, legal or valid is withdrawnrevoked, suspendedterminated, substantially amended invalidated or has lapsedmodified in any material respect;
7.1.10 8.1.10 if any unfavorable adverse change occurs has occurred to any property owned by the Xxxxxxx’x property andPledgors, in the opinion of the Pledgee, which leads to Party A’s belief that the ability of the Xxxxxxx Pledgors to perform his their obligations hereunder has been affected by adversely affected;
8.1.11 if Party B’s successor or trustee can only perform part of the payment obligations under the Service Agreements or refuses to perform such changeobligations; or
7.1.11 in 8.1.12 any other cases where, according default made by the Pledgors by taking or failing to perform any action prescribed in the relevant statutory provisions, the Pledgee becomes unable to exercise its Right of Pledgeother articles hereof.
7.2 Upon becoming 8.2 If the Pledgors are informed or have become aware that any event as prescribed in Article 8.1 hereof or any circumstance that may lead to any such event has occurred, they shall promptly notify Party A thereof in writing.
8.3 Except in the case of or discovering the occurrence of a settlement satisfactory to Party A, which has been reached with respect to any Default Event or of any event that as prescribed in Article 8.1 hereof, Party A may cause serve a written Default Notice on the Pledgors upon occurrence of any Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee of such occurrence.
7.3 In the case of any Default Event, unless such Default Event has been settled to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the Default Event event or at any time after occurrence of such occurrenceevent, give in which Party A may require that the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to Pledgors pay off immediately all debts the outstanding liabilities and other amounts payable payables under the Service Agreements or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date dispose of the Notice of Default, Pledge Rights in accordance with the Pledgee is entitled to exercise the Right of Pledge according to Section 8 provisions hereof.
Appears in 1 contract
Samples: Equity Pledge Agreement (Giant Interactive Group Inc.)
Default Events. 7.1 A The following circumstances shall be deemed as Default Event occurs, ifEvents:
7.1.1 N-S Digital TV or its successor or transferee and/or the Xxxxxxx or his successor or transferee Any Obligor fails to perform its or his obligations any Secured Liabilities under the AgreementsCooperation Series Agreement completely or instantly;
7.1.2 any Any representation or warranty made by the Xxxxxxx Shareholders in Section Article 5 hereof is substantially misleading includes any gross misrepresentation or mistaken, error and/or the Xxxxxxx any Shareholder violates any of his representations and warranties warranty made in Section Article 5 hereof;
7.1.3 The Shareholders and the Xxxxxxx Company fail to complete the registration of equity pledge at the Registration Authority according to the provisions in Article 3.1;
7.1.4 The Shareholders or the Company violates any of his undertakings in Section 6 provision hereof;
7.1.4 the Xxxxxxx violates any provisions herein;
7.1.5 except with agreement made under Section 6.1.1 hereofExcept as provided expressly in Article 6.1.1, the Xxxxxxx abandonsPledgers transfers or intends to transfer or waiver the Equity, or transfers assigns the Equity without the written approval consent of the Pledgee, the pledged Equity;
7.1.6 any loanThe loans from or the warranties, securityindemnities, compensation, undertaking commitments or other liability owed or made by the Xxxxxxx liabilities to any third party of the Pledgers (1) is are required to be discharged paid off or performed early as a result ahead of defaultschedule due to the Pledgers’ breach of contract; or (2) has become due but cannot have matured yet can’t be discharged paid off or performed in due time and, in the opinion of the Pledgee, the ability of the Xxxxxxx to perform his obligations hereunder has been affectedon schedule;
7.1.7 Any approval, license, permit or authorization given by the Xxxxxxx related government authority which makes this Agreement enforceable, legal and effective is unable to discharge his ordinary debts revoked, terminated, invalidated or any other liabilitieschanged materially;
7.1.8 the enactment of any laws or regulations causes invalidity of An applicable law is published, making this Agreement illegal or makes disabling the Xxxxxxx unable Shareholders to continue the performance of his performing their obligations hereunder;
7.1.9 any ratification, license, approval or authorization by The Pledgee deems that the government that is required for the enforceability or validity or effectiveness of this Agreement is withdrawn, suspended, substantially amended or has lapsed;
7.1.10 any unfavorable change occurs to the Xxxxxxx’x property and, in the opinion of the Pledgee, the Pledgers’ ability of the Xxxxxxx to perform his its obligations hereunder has been affected on the ground of any adverse change to the properties owned by such changethe Pledgers;
7.1.10 The Company’s successor or trustee can only perform in part or refuses to perform any obligation under the Cooperation Series Agreement; orand
7.1.11 in any Any other cases where, according to the relevant statutory provisions, circumstance where the Pledgee becomes unable can’t or may be not able to exercise its Right of rights with respect to the Pledge.
7.2 Upon becoming aware The Pledgers or the Company shall notify the Pledgee in writing immediately after they are informed of or discovering find any circumstance as set forth in Article 7.1 or the occurrence of any Default Event or of any event that may cause lead to the occurrence of any Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee of such occurrencesaid circumstance.
7.3 In Unless the case of any Default Event, unless such Default Event has Events as listed in Article 7.1 hereof have been settled successfully to the satisfaction of the Pledgee within thirty (30) days as of the notifying date of the Pledgee, the Pledgee may, upon may issue a Default Notice requiring the occurrence Pledgers to pay any amount due under the Cooperation Series Agreement and/or dispose of the Pledge according to Article 8 hereof immediately when or after the Default Event or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts and other amounts payable under the Agreements or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date of the Notice of Default, the Pledgee is entitled to exercise the Right of Pledge according to Section 8 hereofoccurs.
Appears in 1 contract
Samples: Equity Pledge Agreement (Jianzhi Education Technology Group Co LTD)
Default Events. 7.1 A 7.1. The following events shall be deemed Default Event occurs, ifEvents:
7.1.1 N-S Digital TV or its successor or transferee and/or the Xxxxxxx or his successor or transferee 7.1.1. The Pledgors fails to perform its or his obligations any obligation under the AgreementsLoan Agreement and supplemental agreement(s);
7.1.2 any 7.1.2. IQIYI fails to completely perform other obligations on time;
7.1.3. Any representation or warranty made by the Xxxxxxx Pledgors in Section Article 5 hereof is substantially materially misleading or mistakenwrong, and/or the Xxxxxxx violates Pledgors breaches any of his representations and warranties made warranty in Section Article 5 hereof;
7.1.3 the Xxxxxxx violates 7.1.4. The Pledgors breaches any of his undertakings covenants in Section Article 6 hereof;
7.1.4 the Xxxxxxx violates 7.1.5. The Pledgors breaches any other provisions hereinhereof;
7.1.5 except with agreement made under Section 6.1.1 hereof, 7.1.6. The Pledgors abandons the Xxxxxxx abandonspledged shares, or transfers without written approval consent of the Pledgee, Pledgee transfers the pledged EquityShares;
7.1.6 any 7.1.7. Any loan, security, compensationindemnity, undertaking covenant or other repayment liability owed or made by of the Xxxxxxx Pledgors to any third party others (1) is required requested to be discharged repaid or performed early as a result of defaultfor any breach; or (2) has become becomes due but cannot is unable to be discharged repaid or performed in due time andperformed, in and thus causes the opinion of Pledgee to believe that the Pledgee, the Pledgors’s ability of the Xxxxxxx to perform his its obligations hereunder has been affectedimpaired;
7.1.7 the Xxxxxxx is unable 7.1.8. IQIYI fails to discharge his ordinary debts repay any general debt or any other liabilitiesindebtedness;
7.1.8 7.1.9. This Agreement becomes illegal, or the enactment of Pledgors cannot perform any laws or regulations causes invalidity of this Agreement or makes the Xxxxxxx unable to continue the performance of his obligations hereunderobligation hereunder for any reason other than force majeure;
7.1.9 any ratification, license, approval or authorization by the government that is required for the enforceability or validity or effectiveness of this Agreement is withdrawn, suspended, substantially amended or has lapsed;
7.1.10 any unfavorable 7.1.10. Any adverse change occurs to any property owned by the Xxxxxxx’x property andPledgors, in which causes the opinion of Pledgee to believe that the Pledgee, the Pledgors’s ability of the Xxxxxxx to perform his its obligations hereunder has been affected impaired; default caused by such change; or
7.1.11 in the breach of this Agreement by any other cases where, according to act or forbearance of the relevant statutory provisions, the Pledgee becomes unable to exercise its Right of PledgePledgors.
7.2 Upon becoming aware of 7.2. If the Pledgors knows or discovering the occurrence of any Default Event or of finds that any event set forth in Article 7.1 or any matter that may cause such event to have occurred, they shall immediately notify the occurrence of any Pledgee in writing.
7.3. Unless the Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee of such occurrence.
7.3 In the case of any Default Event, unless such Default Event Article 7.1 has been settled resolved satisfactory to the satisfaction of the Pledgee, the Pledgee may, upon may send notice of default to the Pledgors in writing at any time on or after occurrence of the Default Event Event, requesting the xxxxxxx to immediately pay any outstanding amount or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts and other amounts amount payable under the Agreements Loan Agreement, or to promptly perform and/or cause N-S Digital TV to perform the Agreements. If the Xxxxxxx or N-S Digital TV fails to correct his or its default or to adopt necessary remedial measures within 10 days from the date dispose of the Notice of Default, the Pledgee is entitled to exercise the Right of Pledge according to Section Article 8 hereof.
Appears in 1 contract
Samples: Share Pledge Agreement (iQIYI, Inc.)