Liabilities for Breach of Contract. 9.1 Party A and party B shall strictly fulfill the agreements under this contract and specific business contract. Either party that fails to fulfill or fails to completely fulfill any agreed obligation shall bear the related liabilities for breach of contract and compensate the other party for any and all losses caused. 9.2 During the fulfillment process of this contract or specific business contract, in case of any of the following circumstances, party A shall be deemed as committing breach of contract: 9.2.1 During the effective term of this contract, party A explicitly expresses or uses its own action to indicate that it is unable to fulfill or fails to fulfill obligations under this contract or specific business contract; 9.2.2 Party A violates any agreement under this contract or specific business contract; 9.2.3 The documents relating to this contract that party A provides to party B and the representations and warranties stipulated in Article 5 of this contract are proven to be unauthentic, inaccurate, incomplete or purposefully misleading; 9.2.4 Party A stops to repay its due debts, or is unable to or indicating its inability to repay the debts; 9.2.5 Party A has any suspension, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business license, being canceled, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or has already affected or damaged party B’s rights and interests under this contract; 9.2.6 There is any change to party A’s address, business scope, legal representative or other matters of industrial and commercial registration, or any external investment situation that affects or threaten the realization of party B’s creditor’s rights; 9.2.7 Party A has any financial loss, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights and interests under this contract; 9.2.8 Party A changes the purpose of credit line at will; 9.2.9 There is any major crisis in the operation or finance of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A; 9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened; 9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract; 9.2.12 Party A has any breach of contract to other creditors that affects the realization of party B’s creditor’s rights; 9.2.13 The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contract, and party A fails to provide new security meeting party B’s requirements; 9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may be subject to infringement by any third party, receiving negative influence on safety or intact state, or such mortgage or collateral already loses or is about to lose the ability to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirements; 9.2.15 Party A uses any false contract with its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading background, so as to extract fund or credit line from party B; 9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment of each specific business contract and related operational and financial activities; 9.2.17 Party B has already escaped or tries to escape its debts to party B through affiliated transactions; 9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party B believes sufficient to affect party A’s debt repaying ability. 9.3 In case of any circumstance stipulated in Article 9.2 above, party B shall have the right to exercise the following one or several measures as follows, and party A has no dispute over this: 9.3.1 Require party A or the guarantor to correct breach of contract within limited period; 9.3.2 Adjust, cancel or suspend the comprehensive credit line under this contract, or adjust the using term of credit line; 9.3.3 Suspend the release of the comprehensive credit line under this contract, announce party A’s debts under this contract (including the corresponding principal, interests, expenses or other payable amounts of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A to deposit the amount required and the supplementary deposit or other related payments to the account designated by party B. 9.3.4 Collect penalty interest and compound interest according to the related regulations of the People’s Bank of China and agreements in business documents; 9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure the legal rights and interests of party B not to be harmed; 9.3.6 Have the right to exercise security rights; 9.3.7 Based on the provisions in this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract based on the application by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advance. 9.3.8 Adopt other necessary measures allowed by laws and regulations. Under the circumstances above, party A agrees to unconditionally waive the right of defense and bear any and all losses caused to party B due to its breach of contract. 9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited to litigious fee, arbitration fee, travelling expense, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction fee, etc.) shall be at party A’s expense.
Appears in 4 contracts
Samples: Comprehensive Credit Granting Contract (Neophotonics Corp), Comprehensive Credit Granting Contract (Neophotonics Corp), Comprehensive Credit Granting Contract (Neophotonics Corp)
Liabilities for Breach of Contract. 9.1 27.1 If the rent, property management fee or other amounts payable by Party B provided in this Contract is not paid within 7 days after such payment is due and payable (whether Party A and party or the Property Company has delivered a payment notice or not); and/or Party B shall strictly fulfill the agreements under this contract and specific business contract. Either party that fails to fulfill breaches or fails to completely fulfill perform this Contract and the performance hereof is materially affected, including not paying the rent and/or unilateral termination of the lease before the expiration of the Lease Term; and/or Party B’s failure to continue the performance of this Contract due to its bankruptcy/liquidation; and/or the Premises is subject to enforcement in legal proceedings for the reason of Party B, in the event of one or more of the above, Party A shall be entitled to take any, or the combination of any, of the following measures: (1) to enter into the Premises or any agreed obligation part thereof at any time to repossess the whole Premises and this Contract shall bear the related liabilities be terminated immediately; (2) to initiate a lawsuit against Party B for Party B’s breach of contract and compensate the other party for any and all losses caused.
9.2 During the fulfillment process of this contract or specific business contract, in case of any non-performance of the following circumstances, party A shall be deemed as committing breach of contract:
9.2.1 During terms hereof; (3) to forfeit the effective term of this contract, party A explicitly expresses or uses its own action deposit and require Party B to indicate that it is unable to fulfill or fails to fulfill obligations under this contract or specific business contract;
9.2.2 indemnify Party A violates any agreement under this contract or specific business contract;
9.2.3 The documents relating to this contract that party A provides to party B and for the representations and warranties stipulated in Article 5 of this contract are proven to be unauthentic, inaccurate, incomplete or purposefully misleading;
9.2.4 loss caused by Party A stops to repay its due debts, or is unable to or indicating its inability to repay the debts;
9.2.5 Party A has any suspension, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business license, being canceled, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.6 There is any change to party A’s address, business scope, legal representative or other matters of industrial and commercial registration, or any external investment situation that affects or threaten the realization of party B’s creditor’s rights;
9.2.7 Party A has any financial loss, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.8 Party A changes the purpose of credit line at will;
9.2.9 There is any major crisis in the operation or finance of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened;
9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.12 Party A has any breach of contract to other creditors that affects the realization of party B’s creditor’s rights;
9.2.13 The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contract, and party A fails to provide new security meeting party B’s requirements;
9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may be subject to infringement by any third party, receiving negative influence on safety or intact state, or such mortgage or collateral already loses or is about to lose the ability to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirements;
9.2.15 Party A uses any false contract with its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading background, so as to extract fund or credit line from party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment of each specific business contract and related operational and financial activities;
9.2.17 Party B has already escaped or tries to escape its debts to party B through affiliated transactions;
9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party B believes sufficient to affect party A’s debt repaying ability.
9.3 In case of any circumstance stipulated in Article 9.2 above, party B shall have the right to exercise the following one or several measures as follows, and party A has no dispute over this:
9.3.1 Require party A or the guarantor to correct breach of contract within limited period;
9.3.2 Adjust, cancel or suspend the comprehensive credit line under this contract, or adjust the using term of credit line;
9.3.3 Suspend the release of the comprehensive credit line under this contract, announce party A’s debts under this contract (including the corresponding principal, interests, expenses or other payable amounts of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A to deposit the amount required and the supplementary deposit or other related payments to the account designated by party B.
9.3.4 Collect penalty interest and compound interest according to the related regulations of the People’s Bank of China and agreements in business documents;
9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure the legal rights and interests of party B not to be harmed;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions in this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract based on the application by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advance.
9.3.8 Adopt other necessary measures allowed by laws and regulations. Under the circumstances above, party A agrees to unconditionally waive the right of defense and bear any and all losses caused to party B due to its breach of contract.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited to litigious the rent and property management fee payable by Party B for the remaining period of the Lease Term); (4) to suspend the supply of water, electricity, air-conditioning, telecommunications (if applicable) and to take such other measures upon giving prior notice to cause Party B to perform its obligations under this Contract, which Party B understands and will be liable for the consequences caused thereby.
27.2 Without affecting all the other rights of Party A upon breach of contract by Party B, if Party B fails to pay the rent, property management fee, arbitration feePayables under this Contract or any part thereof in the manner and at the time provided herein, travelling expense, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction fee, etc.) Party A shall be entitled to receive the liquidated damages in the amount equal to 0.2% of the overdue amount for each day in default.
27.3 If Party B fails to pay the rent, property management fee and such other Payables as provided in this Contract, Party A shall be entitled to apply with the relevant People’s Court for a payment order in accordance with the relevant provisions of the Civil Litigation Law of the People’s Republic of China at party the expense of Party B.
27.4 In the event that Party A shall have the right to terminate this Contract as provided herein, Party A shall deliver a written notice to terminate this Contract to Party B and this Contract shall be terminated immediately upon the delivery of the notice to Party B. Party B shall return the Premises to Party A in accordance with Schedule III hereto within the period of time designated by Party A. If Party B continues to occupy the Premises after the designated period, Party A shall be entitled to immediately enter into the Premises and repossess the Premises, and Party B shall also indemnify Party A for the losses suffered by Party A for Party B’s failure to timely move out of the Premises.
27.5 During the Lease Term, if the Premises is damaged due to Party’s failure to timely perform its repair and maintenance obligations provided in Article 23.2 hereof, which causes loss of property and/or personal injury to Party B, Party A shall be liable for indemnifications to Party B in accordance with laws.
27.6 If the facilities of the Office Building where the Premises is located, such as air-conditioning, antenna, lifts and escalators, is suspended for use due to Party A and/or the Property Company’s re-installation, maintenance or repair in the public area or to the facilities of the Office Building where the Premises is located, Party A shall restore the use of such facilities within reasonable period of time.
27.7 If any facilities within the Office Building and the Premises temporarily cannot function normally due to circumstances unforeseeable by Party A or out of the control of Party A’s expense, including but not limited to a temporary failure or suspension in the normal supply of water, power and air-conditioning, Party A shall not be liable to Party B for any loss. Meanwhile, the provisions of this Contract and the responsibility of Party B to pay the rent and other fees shall not be affected in any way by such failure or suspension.
Appears in 2 contracts
Liabilities for Breach of Contract. 9.1 1. Party A and party B shall strictly fulfill the agreements under this contract and specific business contract. Either party that fails to fulfill or fails to completely fulfill any agreed obligation shall bear the related liabilities for breach of contract and compensate the other party for any and all losses caused.
9.2 During the fulfillment process of this contract or specific business contract, in case of any of the following circumstances, party A shall be deemed as committing breach of contract:
9.2.1 During the effective term of this contract, party A explicitly expresses or uses its own action punished pursuant to indicate that it is unable to fulfill or fails to fulfill obligations under this contract or specific business contract;
9.2.2 Party A violates any agreement under this contract or specific business contract;
9.2.3 The documents relating to this contract that party A provides to party B and the representations and warranties stipulated in Article 5 of this contract are proven to be unauthentic, inaccurate, incomplete or purposefully misleading;
9.2.4 Party A stops to repay its due debts, or is unable to or indicating its inability to repay the debts;
9.2.5 Party A has any suspension, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business license, being canceled, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.6 There is any change to party A’s address, business scope, legal representative or other matters of industrial and commercial registration, or any external investment situation that affects or threaten the realization of party B’s creditor’s rights;
9.2.7 Party A has any financial loss, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.8 Party A changes the purpose of credit line at will;
9.2.9 There is any major crisis in the operation or finance of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened;
9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.12 Party A has any breach of contract to other creditors that affects the realization of party B’s creditor’s rights;
9.2.13 The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contract, and party A fails to provide new security meeting party B’s requirements;
9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may be subject to infringement by any third party, receiving negative influence on safety or intact state, or such mortgage or collateral already loses or is about to lose the ability to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirements;
9.2.15 Party A uses any false contract with its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading background, so as to extract fund or credit line from party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment of each specific business contract and related operational and financial activities;
9.2.17 Party B has already escaped or tries to escape its debts to party B through affiliated transactions;
9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party B believes sufficient to affect party A’s debt repaying ability.
9.3 In case of any circumstance stipulated in Article 9.2 above, party B shall have the right to exercise the following one or several measures as follows, and party A has no dispute over this:
9.3.1 Require party A or the guarantor to correct breach of contract within limited period;
9.3.2 Adjust, cancel or suspend the comprehensive credit line under this contract, or adjust the using term of credit line;
9.3.3 Suspend the release of the comprehensive credit line under this contract, announce party A’s debts under this contract (including the corresponding principal, interests, expenses or other payable amounts of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A to deposit the amount required and the supplementary deposit or other related payments to the account designated by party B.
9.3.4 Collect penalty interest and compound interest according to the related relevant regulations of the People’s Bank of China if it misappropriates or diverts the Loan or uses the Loan beyond its term.
2. A compound interest shall be charged on overdue interest pursuant to relevant regulations of the People’s Bank of China.
3. During the term of this Contract, if any of the following circumstances happens, Party C is entitled to suspend the release of the remaining part of the Loan and agreements in business documentsact pursuant to the written opinion of Party B.
(1) Party A fails to provide Party B and Party C with accurate, complete and effective materials;
9.3.5 Require party (2) Party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure does not use the legal rights and interests of party B not to be harmedLoan for the purpose prescribed hereof;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions in this contract, directly deduct payments from any account opened by party (3) Party A at China CITIC Bank fails to repay the entire debts principal or pay the interest pursuant to this Contract;
(including 4) Party A refuses to cooperate with Party B and Party C in their inspection or supervision on the debts use of advance the Loan;
(5) Party A transfers its assets or withdraws its capital to avoid the repayment as required by party Bof the Loan;
(6) Party A has been or is going to be involved in a material litigation, arbitration or other legal proceeding which Party B considers will affect the repayment of the Loan;
(7) Party A breaches its other obligations under this contract Article 8 hereof, and each specific business contract, without the need to obtaining party Party B considers that such breach will affect Party A’s consent ability to repay the Loan.
(8) Other circumstances: none.
4. If Party B fails to remit the loan amount on time and in advance; if party full to the account designated by Party C and this makes Party C unable to release the Loan on time, Party B shall be liable for compensating for Party A’s losses in this connection.
5. If the Loan cannot be released on time due to the reason of Party B, Party B shall be liable for compensating for Party A’s losses in this connection.
6. If, after the loan amount has opened bank acceptance billsbeen remitted to the account designated by Party C, letter Party C has received the loan release notice from Party B and this Contract has taken effect, Party C fails to release the Loan on time due to the reason of credititself, letter of guarantee or assumes other contingent debts under specific business contract it should pay damage to Party A, and such damage shall be calculated based on the application amount in delay, the delayed period and the interest rate published by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at People’s Bank of China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advancefor similar type of loan.
9.3.8 Adopt other necessary measures allowed by laws 7. In the event that Party C fails to release the Loan on time and regulations. Under in full pursuant to the circumstances aboveinstructions of Party B, party A agrees to unconditionally waive Party C shall undertake relevant liabilities in accordance with the right of defense and bear any and all losses caused to party B due to its breach of contractLoan Entrustment Agreement.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited to litigious fee, arbitration fee, travelling expense, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction fee, etc.) shall be at party A’s expense.
Appears in 2 contracts
Samples: Entrusted Loan Contract (China Finance Online Co. LTD), Entrusted Loan Contract (China Finance Online Co. LTD)
Liabilities for Breach of Contract. 9.1 Party A and party B 11.1 Both Parties shall strictly fulfill the agreements under this contract and specific business contractobligations as specified in the Agreement after the Agreement takes into effect. Either party that Any Party who fails to fulfill or fails to completely fulfill any agreed obligation the obligations hereunder shall bear the related liabilities for breach of contract and compensate the other party for any and all losses caused.
9.2 During the fulfillment process of this contract or specific business contract, in case of any of the following circumstances, party A shall be deemed as committing breach of contract:
9.2.1 During the effective term of this contract, party A explicitly expresses or uses its own action to indicate that it is unable to fulfill or fails to fulfill obligations under this contract or specific business contract;
9.2.2 11.2 Should Party A violates any agreement under this contract fail to apply for or specific business contract;
9.2.3 The documents relating to this contract that party A provides to party B and withdraw the representations and warranties loan as stipulated in Article 5 of this contract are proven to be unauthenticSection 7.1 hereunder, inaccurate, incomplete or purposefully misleading;
9.2.4 Party A stops to repay its due debts, or is unable to or indicating its inability to repay the debts;
9.2.5 Party A has any suspension, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business license, being canceled, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.6 There is any change to party A’s address, business scope, legal representative or other matters of industrial and commercial registration, or any external investment situation that affects or threaten the realization of party B’s creditor’s rights;
9.2.7 Party A has any financial loss, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.8 Party A changes the purpose of credit line at will;
9.2.9 There is any major crisis in the operation or finance of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened;
9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.12 Party A has any breach of contract to other creditors that affects the realization of party B’s creditor’s rights;
9.2.13 The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contract, and party A fails to provide new security meeting party B’s requirements;
9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may be subject to infringement by any third party, receiving negative influence on safety or intact state, or such mortgage or collateral already loses or is about to lose the ability to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirements;
9.2.15 Party A uses any false contract with its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading background, so as to extract fund or credit line from party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment of each specific business contract and related operational and financial activities;
9.2.17 Party B has already escaped or tries the right to escape its debts to party B through affiliated transactionsclaim delay damages in accordance with the interest rate hereunder for each day of delay;
9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party 11.3 Should Party B believes sufficient fail to affect party A’s debt repaying ability.
9.3 In case of any circumstance provide loan as stipulated in Article 9.2 aboveSection 7.1 hereunder, party Party B shall pay delay damages in accordance with the interest rate hereunder for each day of delay;
11.4 Should Party A make early repayment without the written consent of Party B, Party B shall have the right to exercise claim interest according to the term and interest rate stipulated hereunder;
11.5 Should Party A fail to repay the principal and interest under the Agreement on time, Party B has the right to request for repayment within a specified time. Party A shall authorize Party B to deduct all the debts hereunder from the accounts opened with the Industrial and Commercial Bank of China and their branches and collect an additional (30-50%) penalty interest to the overdue loan and 30% (30-50%) compound interest to the overdue interests; In case of foreign exchange deduction, the deduction shall be subject to the buy rate which Party B announces on the day of deduction;
11.6 Should Party A fail to use the loan for the purpose as stipulated in the Agreement, Party B has the right to cease to issue the Loan, reclaim part or all of the Loan or terminate the Agreement. Besides, Party B is entitled to claim penalty interest at a rate of 50% (50-100%) upward the original interest rate on any balance of the Loan used by Party A in breach of this Agreement for the days of breach, and collect compound interest at the rate of 50% (50-100%) upward the original interest rate on the unpaid interest;
11.7 For the interests Party A fails to repay on time during the term of the Loan, Party A shall pay the compound interest in accordance with the interest rate stipulated in the Agreement. After the loan is overdue, the compound interest shall be calculated according to the interest rate stipulated in Section 11.5 hereof;
11.8 The heavier penalty shall apply upon simultaneous occurrence of the situations as specified in Section 11.5 and 11.6 in use of loan. Party B shall not be simultaneously entitled to two types of penalties;
11.9 In case Party A is involved in one of the following one or several situations, Party A shall rectify it and take the remedial measures as follows, and party A has no dispute over this:
9.3.1 Require party A or which Party B is satisfied with within 7 days after receiving the guarantor to correct breach of contract within limited period;
9.3.2 Adjust, cancel or suspend the comprehensive credit line under this contract, or adjust the using term of credit line;
9.3.3 Suspend the release of the comprehensive credit line under this contract, announce party A’s debts under this contract (including the corresponding principal, interests, expenses or other payable amounts of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party notification from Party B. Otherwise Party B shall have the right to require party cease or cancel the Loan that has not been granted to Party A and reclaim part or all of the Loan in advance. For the loan that could not be drawn back, penalty is imposed on a daily basis in accordance with overdue loan interest rate:
11.9.1 providing Party B with the balance sheet, income statement and other financial materials which are false or hide material facts;
11.9.2 not cooperating with or refusing Party B’s supervision over the use of the Loan and related production, operation and financial activities;
11.9.3 transferring, disposal of or threatening to deposit transfer or dispose of the amount required major assets without the consent of Party B;
11.9.4 the important part of or all the assets of Party A being held by other creditors or taken over by trustee, receiver or similar personnel, or the assets are detained or frozen, which may cause serious losses to Party B;
11.9.5 Contracting, leasing, joint stock restructure, joint operation, merger, acquisition, joint venture, division, decrease of registered capital, changes in equity, equity transfer conducted without the consent of Party B and other events that shall impair and endanger the supplementary deposit rights and benefits of Party B;
11.9.6 Alteration of such items in the industry and commerce registration such as address, corresponding address, business scope and legal representative, or major external investment, which have seriously affected or may affect the indebtedness owing to Party B;
11.9.7 Major economic disputes, deteriorated financial situation, etc. which may seriously affect or endanger the exercise of Party B’s rights; Any other related payments event that may endanger or cause serious losses to the account designated by party B.
9.3.4 Collect penalty interest and compound interest according to the related regulations execution of the People’s Bank of China and agreements in business documents;
9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure the legal rights and interests of party B not to be harmed;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions in this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract based on the application by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advance.
9.3.8 Adopt other necessary measures allowed by laws and regulations. Under the circumstances above, party A agrees to unconditionally waive the right of defense and bear any and all losses caused to party B due to its breach of contract.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited of Party B under the Agreement;
11.9.8 Any other event that may endanger or cause serious losses to litigious fee, arbitration fee, travelling expense, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction fee, etc.) shall be at party Athe exercise of the creditor’s expense.rights of Party B under the Agreement;
Appears in 1 contract
Samples: Fixed Asset Loan Agreement (Certified Technologies Corp)
Liabilities for Breach of Contract. 9.1 4.1 In accordance with provisions of Regulations of Shenzhen Special Economic Zone on House Lease, Party B shall, in each month during the lease term, make a payment to party A, for rental at current month, and associated fees of previous month including management fees, water and electricity fees, before the fifth day of the current month; in case Party B fails to pay the same, late fees shall be paid by Party B, calculated at the rate of 3 ‰ of the total amount due and payable to Party A, for each day after the due date. In case that Party B, upon the receipt of a notice hereof from Party A, fails to pay such fees, Party A has the right to receive such late fees and party terminate this Contract.
4.2 In case Party B shall strictly fulfill the agreements under this contract and specific business contract. Either party that fails to fulfill or fails to completely fulfill any agreed obligation shall bear the related liabilities pay a rental payable for breach of contract and compensate the other party for any and all losses caused.
9.2 During the fulfillment process of this contract or specific business contractmore than 30 days, in case of any of the following circumstances, party A it shall be deemed as committing a breach committed by Party B, as a result of contract:
9.2.1 During which, Party A has the effective term of right to terminate this contract, party A explicitly expresses or uses its own action to indicate Contract and confiscate the security deposit provided by Party B. In the event that it is unable not possible to fulfill or fails notify Party B hereof, due to fulfill obligations under this contract or specific business contract;
9.2.2 unknown presence of Party B, Party A violates any agreement under may give such notices in a newspaper. In case of terminating this contract or specific business contract;
9.2.3 The documents relating to this contract that party A provides to party B and the representations and warranties stipulated in Article 5 of this contract are proven to be unauthenticContract, inaccurate, incomplete or purposefully misleading;
9.2.4 Party A stops may send relevant notices by mail in written forms to repay its due debtsParty B or publish such notices in a newspaper, and it shall be deemed as delivered, two days after the notice is sent by mail or the same day when the notice is unable to or indicating its inability to repay the debts;
9.2.5 published in a newspaper; subsequently, Party A has the right to take measures to re-possess the leased house and dispose of any suspension, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business license, being canceled, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.6 There is any change to party A’s address, business scope, legal representative or other matters of industrial and commercial registration, or any external investment situation that affects or threaten all items inside the realization of party B’s creditor’s rights;
9.2.7 house; Party A has the right to cancel the registration (filing) of this Contract and lease the house to any financial loss, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.8 Party A changes the purpose of credit line at will;
9.2.9 There is any major crisis in the operation or finance of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened;
9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.12 persons; Party A has the right to ask Party B to make compensations for any breach direct economic losses incurred hereby to Party A. Party A has the obligations of contract maintaining the major building structure, and Party B may ask Party A to perform such obligations by issuing an written notice to Party A, provided that Party A fails. Provided that Party A, upon the receipt of the written notice, fails to perform such obligations within a reasonable period, Party B has the right to employ any other creditors that affects the realization professional maintenance companies, at expenses of Party A, to do such maintenance work.
4.3 Termination before this Contract expires by any party B’s creditor’s rights;
9.2.13 The guarantor violates unilaterally shall be construed as a breach, unless occurrence of any agreement conditions falls into conditions of Article 17, Article 18 and Article 19, under the guarantee contract or has any breach of contract under House Lease Contract. Any economic losses incurred to the guarantee contract, and innocent party A fails to provide new security meeting shall be compensated by the party B’s requirements;
9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may in breach(such conditions shall be subject to infringement Article 18 and Article 19).
4.4 The transfer of the ownership of the property hereunder by any third partyParty A, receiving negative influence on safety or intact stateduring this Contract, or such mortgage or collateral already loses or is about to lose the ability to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirements;
9.2.15 Party A uses any false contract with its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading background, so as to extract fund or credit line from party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection shall be conducted on the fulfillment premise of each specific business the transfer of this lease contract therewith, failing which, it shall be deemed as a breach and related operational and financial activities;
9.2.17 any economic losses incurred hereby to Party B has already escaped or tries to escape its debts to party B through affiliated transactions;
9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party B believes sufficient to affect party A’s debt repaying ability.
9.3 In case of any circumstance stipulated in Article 9.2 above, party shall be compensated by Party A. Party B shall have the right priority to exercise purchase the following one or several measures as followsproperty, and party A has no dispute over this:
9.3.1 Require party A or under the guarantor to correct breach of contract within limited period;
9.3.2 Adjust, cancel or suspend the comprehensive credit line under this contract, or adjust the using term of credit line;
9.3.3 Suspend the release of the comprehensive credit line under this contract, announce party A’s debts under this contract (including the corresponding principal, interests, expenses or other payable amounts of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A to deposit the amount required and the supplementary deposit or other related payments to the account designated by party B.
9.3.4 Collect penalty interest and compound interest according to the related regulations of the People’s Bank of China and agreements in business documents;
9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure the legal rights and interests of party B not to be harmed;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions in this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract based on the application by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advancesame conditions.
9.3.8 Adopt other necessary measures allowed by laws and regulations. Under the circumstances above, party A agrees to unconditionally waive the right of defense and bear any and all losses caused to party B due to its breach of contract.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited to litigious fee, arbitration fee, travelling expense, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction fee, etc.) shall be at party A’s expense.
Appears in 1 contract
Liabilities for Breach of Contract. 9.1 13.1 If Party A and party B shall strictly fulfill has one of the agreements under this contract and specific business contract. Either party that fails to fulfill or fails to completely fulfill any agreed obligation shall bear the related liabilities for following conditions, it will be viewed as breach of contract and compensate the other party for any and all losses caused.
9.2 During the fulfillment process of this contract or specific business contract, in case of any of the following circumstances, party A shall be deemed as committing breach of contractunless otherwise stipulated herein:
9.2.1 During the effective term of this contract, party A explicitly expresses or uses its own action to indicate that it is unable to fulfill or fails to fulfill obligations under this contract or specific business contract;
9.2.2 13.1.1 Party A violates any agreement under this contract or specific business contract;
9.2.3 The documents relating to this contract that party A provides to party B and the representations and warranties stipulated in Article 5 of this contract are proven to be unauthentic, inaccurate, incomplete or purposefully misleading;
9.2.4 Party A stops to repay its due debts, or is unable to or indicating its inability to repay the debts;
9.2.5 Party A has any suspension, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business license, being canceled, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.6 There is any change to party A’s address, business scope, legal representative or other matters of industrial and commercial registration, or any external investment situation that affects or threaten the realization of party B’s creditor’s rights;
9.2.7 Party A has any financial loss, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.8 Party A changes the purpose of credit line at will;
9.2.9 There is any major crisis in the operation or finance of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened;
9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.12 Party A has any breach of contract to other creditors that affects the realization of party B’s creditor’s rights;
9.2.13 The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contract, and party A fails to provide new security meeting party B’s requirements;
9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may be subject to infringement by any third party, receiving negative influence on safety or intact state, or such mortgage or collateral already loses or is about to lose the ability to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirements;
9.2.15 Party A uses any false contract with perform its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading background, so as to extract fund or credit line from party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment of each specific business contract and related operational and financial activities;
9.2.17 Party B has already escaped or tries to escape its debts to party B through affiliated transactions;
9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party B believes sufficient to affect party A’s debt repaying ability.
9.3 In case of any circumstance stipulated in Article 9.2 above, party B shall have the right to exercise the following one or several measures as follows, and party A has no dispute over this:
9.3.1 Require party A or the guarantor to correct breach of contract within limited period;
9.3.2 Adjust, cancel or suspend the comprehensive credit line obligations under this contract, or adjust which results in the using term failure of credit linethe Property delivered by Party A to Party B to comply with relevant requirements of the state especially safety conditions concerning construction, fire protection, security and hygiene;
9.3.3 Suspend 13.1.2 Party A does not enjoy complete rights over the release Property or any other reasons exist to result in the non-conformance of the comprehensive credit line under this contract, announce party A’s debts under this contract (including the corresponding principal, interests, expenses or other payable amounts leasing of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A to deposit the amount required and the supplementary deposit or other related payments to the account designated by party B.
9.3.4 Collect penalty interest and compound interest according to the related regulations of the People’s Bank of China and agreements in business documents;
9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure the legal rights and interests of party B not to be harmed;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions in this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract based on the application by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advance.
9.3.8 Adopt other necessary measures allowed by Property with relevant laws and regulations. Under the circumstances above, party A agrees regulations and thus cause losses to unconditionally waive the right of defense and bear any and all losses caused to party Party B due to its breach of contract.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited to litigious feelosses caused to Party B due to moving and failure of handling lease registration);
13.1.3 Party B enters the Property without the permission of Party B and it causes losses to Party B;
13.1.4 Party B fails to perform its obligation to repair the Property according to the stipulations set out herein; and
13.1.5 Party A violates the stipulations set out in other terms of this contract. The following condition will be viewed as fundamental breach of contract by Party A: The conditions stipulated in 13.1.1 take place, arbitration feeand Party A fails to correct within 60 working days after Party B raises requirement for correction to make the Property comply with relevant requirements of design and/or national laws.
13.2 If Party B has one of the following conditions, travelling expenseit will be viewed as breach of this contract unless otherwise stipulated herein:
13.2.1 Party B fails to pay rent to Party A in full amount as scheduled according to this contract;
13.2.2 Party B disassembles and alters the structure of the Property or changes the usage of the Property unless it is approved by Party A;
13.2.3 Party B fails to return the Property to Party A as stipulated herein;
13.2.4 Party B damages the Property intentionally. The following condition will be viewed as fundamental breach of contract by Party B: The conditions stipulated in 13.2.1 take place, lawyer feeand Party B fails to pay rent within 60 working days after the due date of payment of rent.
13.3 If a party breaches the contract, assets preservation feethe other party must inform the breaching party in writing within a reasonable time limit after being aware of the breach of contract. The breaching party shall adopt certain action to correct its breaching behavior within 3 working days after receiving a notice from the other party. If the breaching party still fails to correct its breaching behavior within stipulated time limit, notification feeit will also be viewed as fundamental breach of contract.
13.4 If Party A breaches the contract or Party A fails to obtain House Ownership Certificate or Land Use Right Certificate of leased property according to law to result in the termination or impossibility of execution of this contract, notarization feeParty A shall not only timely correct or compensate it but also promise to compensate all losses therefore caused to Party B (including but not limited to losses caused to Party B due to moving and failure of handling lease registration).
13.5 If Party B fails to pay rent to Party A as scheduled, certification fee, translation fee, evaluation and auction fee, etc.) it shall pay 0.05% of unpaid rent to Party A as liquidated damages for each delayed day
13.6 Liquidated damages shall be at paid within 10 working days after breach of contract occurs. If the breach of contract still exists upon or after expiry of this term, the subsequent liquidated damages shall be paid once every 10 working days until the breach of contract is corrected or the contract is terminated in a proper manner.
13.7 Besides liquidated damages, if the actual losses of the observant party A’s expenseexceed the amount of liquidated damages, the breaching party shall pay compensation to the observant party with the amount of the actual losses. The calculation of this compensation amount shall be based on the amount of economic losses jointly calculated, reviewed and confirmed by the two parties; or, if this issue is submitted for litigation according to the stipulations set out in Article 15 of this contract, this compensation amount will be decided by the court.
13.8 After breach of contract takes place, the breaching party shall continuously abide by this contract unless the contract is canceled in a proper manner.
Appears in 1 contract
Samples: Operating Lease Agreement (Xiangtian (Usa) Air Power Co., Ltd.)
Liabilities for Breach of Contract. 9.1 Party A and party B shall strictly fulfill the agreements under this contract and specific business contract. Either party that fails to fulfill or fails to completely fulfill any agreed obligation shall bear the related liabilities for 13.1 It will constitute a breach of contract and compensate the other party for any and all losses caused.
9.2 During the fulfillment process of this contract or specific business contract, in case of if any of the following circumstances, party A shall be deemed as committing breach of contractcircumstances occurs to any Applicant:
9.2.1 During the effective term of this contract, party A explicitly expresses or uses its own action to indicate that it is unable to fulfill or (1) The Applicant fails to fulfill obligations under this contract or specific business contract;
9.2.2 Party A violates any agreement under this contract or specific business contract;
9.2.3 The documents relating to this contract that party A provides to party B and the representations and warranties stipulated in Article 5 of this contract are proven to be unauthentic, inaccurate, incomplete or purposefully misleading;
9.2.4 Party A stops to repay its due debts, or is unable to or indicating its inability to repay the debtsinvestment principal or interest or other payables hereunder, fails to perform any other obligation hereunder, or breaches any representation, warranty or covenant;
9.2.5 Party A (2) The security hereunder has any suspensionchange adverse to the creditor’s rights hereunder, business discontinuation, being and no other security approved by the Investor and the Project Manager is provided
(3) The Applicant fails to repay other due debts (including the debt declared of bankruptcy, dissolution, being suspended of business license, being canceleddue immediately), or has defaults or breaches any litigationobligation under other agreement, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or which has already affected or damaged party B’s rights and interests under this contractmay affect performance of its obligations hereunder;
9.2.6 There is any change to party A(4) The Applicant’s addressprofitability, business scope, legal representative or other matters capability of industrial paying debts and commercial registrationoperation, or any external investment situation that affects the financial indicator (including cash flow) violates the agreed standards or threaten the realization of party B’s creditor’s rights;
9.2.7 Party A has any financial lossdeteriorates, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or which has already affected or damaged party B’s rights and interests under this contractmay affect performance of its obligations hereunder;
9.2.8 Party A changes (5) Any material adverse change occurs to the purpose of credit line at will;
9.2.9 There is any major crisis in the operation Applicant’s production, operation, investment or finance of party A’s controlling shareholder or other affiliated companyshareholding structure, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened;
9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contractmay affect performance of its obligations hereunder;
9.2.12 Party A has any breach of contract to other creditors that affects the realization of party B’s creditor’s rights;
9.2.13 (6) The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contract, and party A fails to provide new security meeting party B’s requirements;
9.2.14 Any mortgage or collateral under this contract Applicant is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may be involved in any material economic dispute, litigation, or arbitration, or its assets are sealed up, attached or executed, or it is subject to infringement investigation or penalties by any third party, receiving negative influence on safety judicial or intact stateadministrative authorities, or such mortgage it is reported by media for violating any national regulations or collateral policies, which has already loses affected or is about to lose the ability to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirementsmay affect performance of its obligations hereunder;
9.2.15 Party A uses (7) Its main investor or key officer is changed, missing or subject to investigation or restriction of personal freedom by judicial authority according to law, which has already affected or may affect performance of its obligations hereunder;
(8) It fraudulently obtains fund of the Investor by using any false contract with its affiliated party affiliates or other party to discount from party B with notes receivable or accounts receivable any false transaction without actual trading backgroundsubstance, so as to extract fund or credit line from it intentionally avoids any creditor’s rights through related party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment of each specific business contract and related operational and financial activities;
9.2.17 Party B has already escaped or tries to escape its debts to party B through affiliated transactions;
9.2.18 In case (9) It has been or may be wound-up, dissolved, liquidated, ordered to stop business for rectification, cancelled business license or revoked, or it has applied or been applied, or may apply or be applied, for bankruptcy;
(10) It breaches any provisions of the Agreement on Fund Use and Account Supervision it entered into with the Project Manager;
(11) It breaches the laws and regulations, regulatory rules or industrial standards relating to food safety, safe production, environment protection and management of other events environmental or circumstances that jeopardize social risks, and thus causes any accidents or damage serious environment or social risk events, which has already affected or may jeopardize affect performance of its obligations hereunder;
(12) The self-owned fund for the project fails to be put into the project according to the agreed schedule or damage party Bpercentage, or fails to be supplemented within the time specified by the Investor;
(13) It fails to complete the project construction on schedule, or material adverse change occurs to the project construction, operational environment or condition;
(14) If the investment hereunder is made on the basis of credit, the indicators of the Applicant, such as credit level, profitability, asset-liability ratio, operational activities, and net cash flow, no longer meet the credit investment conditions of the Investor; without written consent of the Investor, or the Applicant creates mortgage or pledge or otherwise provides security over its effectively operated assets in favor of others, which has already affected or may affect performance of its obligations hereunder;
(15) Other circumstance where the realization of the Investor’s creditor’s rights and interests or party B believes sufficient to affect party A’s debt repaying abilityhereunder may be affected adversely.
9.3 In case of 13.2 Where any circumstance stipulated in Article 9.2 aboveApplicant breaches this agreement, party B shall have the Project Manager has the right to exercise the following take one or several more of the measures as follows, below at the instruction of the Investor to ensure timely recovery of the investment principal and party A has no dispute over thisinterest:
9.3.1 Require party A or (1) Requesting the guarantor Applicant to correct its breach of contract within limited the specified period;
9.3.2 Adjust(2) Stopping issuance of investment fund or other financing amount to the Applicant according to this agreement;
(3) Declaring the outstanding investment fund and other financing amount hereunder or under other contract/ agreement between the Investor/ the Project Manager and the Applicant become due immediately, cancel and recovering the outstanding amounts immediately;
(4) Requesting the Applicant to compensate any loss suffered by the Investor from its breach;
(5) Other measures provided by laws, regulations or suspend the comprehensive credit line under this contractagreement, or adjust the using term of credit line;Investor deems necessary.
9.3.3 Suspend 13.3 If the release of the comprehensive credit line under this contract, announce party A’s debts under this contract debt investment becomes due (including being declared as due immediately) and the corresponding principalApplicant fails to repay as agreed, interests, expenses or other payable amounts of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B Project Manager has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A charge penalty interest against the Applicant from the overdue date. The rate of the penalty interest shall be the original financing rate plus 50%. Compound interest shall be charged at the penalty interest rate on the interest not paid by the Applicant on time.
13.4 If the Applicant fails to deposit use the amount required debt investment fund for the purpose specified herein, the Project Manager shall charge penalty interest on the fund thus used from the date of use. The rate of the penalty interest shall be the original financing rate plus 50%. Compound interest shall be charged at the penalty interest rate on the interest not paid on time during the period of use.
13.5 If the Project Manager fails to promptly transfer the principal and income collected from the supplementary deposit or other related payments Applicants to the account designated by party B.
9.3.4 Collect penalty interest and compound interest Investor according to this agreement, the Project Manager shall pay the Investor liquidated damages at the daily rate of 0.05% according to the related regulations amount and period of the People’s Bank of China and agreements in business documents;
9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure the legal rights and interests of party B not to be harmed;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions in this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract based on the application by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advancebreach.
9.3.8 Adopt other necessary measures allowed by laws 13.6 If the Project Manager fails to perform prudently its duties of managing debt investment and regulations. Under thus causes any loss to the circumstances aboveInvestor, party A agrees to unconditionally waive the right of defense and bear any and all losses caused to party B due to its it shall assume corresponding liability for breach of contract.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited to litigious fee, arbitration fee, travelling expense, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction fee, etc.) shall be at party A’s expense.
Appears in 1 contract
Samples: Credit Agreement (Sohu Com Inc)
Liabilities for Breach of Contract. 9.1 1. When this contract enters into forces, Party A and party Party B shall strictly fulfill both perform the agreements obligations agreed in this contract. Failure of either party in performing wholly or partially the agreed obligations shall bear the corresponding responsibility of breach of contract.
2. If Party A fails to draw the loan within the agreed date in the contract, Party B is entitled to charge a penalty according to the overdue days and the interest rate agreed in this contract.
3. If Party B fails to provide the loan as agreed in the contract, Party A is entitled to claim a payment of penalty according to the overdue days and the interest rate agreed in this contract.
4. If any of the following circumstances occur, Party B is entitled to terminate any sum of money undrawn under this contract and specific business contracturges Party A to immediately repay the entire withdrawn loan, interest payable and other expenses. Either party that fails The day when Party B requires Party A to fulfill or fails to completely fulfill any agreed obligation shall bear repay the related liabilities for breach of contract and compensate above payment is the other party for any and all losses caused.
9.2 During the fulfillment process of this contract or specific business contract, in case of any advanced maturity of the following circumstances, party A shall be deemed as committing breach of contract:
9.2.1 During the effective term of this contract, party A explicitly expresses or uses its own action to indicate that it is unable to fulfill or fails to fulfill obligations liability under this contract or specific business contract;
9.2.2 and Party B is entitled to directly deduct the sum from the Party B’s account deposited by Party A violates any agreement to compensate the liability under this contract.
(1) Party A fails to repay the principal and interest of the loan under this contract or specific business contractin time;
9.2.3 (2) Party B fails to implement any one of the obligations agreed in Clause 3 to Clause 9 of Article 10 of this contact;
(3) The certification and documents relating related to this contract that party loan submitted by Party A provides to party Party B and the representations statements and warranties stipulated in warranty of Article 5 9 of this contract are proven proved to be unauthentic, inaccurate, incomplete or purposefully misleadingtending to mislead;
9.2.4 (4) Party A completely stops to repay its due debtsthe repayment of liability or fails or expresses the incapability of the mature liability repayment.
(5) Cessation of business, or is unable to or indicating its inability to repay the debts;
9.2.5 Party A has any suspensionclose of business, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business licenselicense withdrawal, being canceledbusiness annulment, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, involving in severe economic disputes and party B believes it may or has already affected or damaged party B’s rights and interests under this contract;financial status degeneration take place in Party A.
9.2.6 There is any change to party A’s (6) Changes in address, business scoperange of business, legal representative and other issues registered in business administration or other matters of industrial and commercial registration, or any the significant external investment situation that affects takes place, which will seriously influence or threaten the realization of party Party B’s creditor’s rightsfinancial claims;
9.2.7 (7) Other accidents that threaten and harm or possibly threaten and harm the Party A has any financial loss, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights and interests under this contract;benefits.
9.2.8 5. If Party A changes the purpose of credit line at will;
9.2.9 There is any major crisis in the operation or finance of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened;
9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.12 Party A has any breach of contract to other creditors that affects the realization of party B’s creditor’s rights;
9.2.13 The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contract, and party A fails to provide new security meeting party B’s requirements;repay the loan agreed in the contract, in addition to exercising the rights agreed to in Section 4 of this Article, Party B is entitled to charge an extra penalty interest at the interest rate agreed in the contract plus 50% , i.e., the penalty interest rate of 10.098 % based on the actual number of days overdue. The unpaid interest of the overdue loan shall be charged with compound interest at the penalty interest rate agreed in this Section 5.
9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may be subject to infringement 6. For the overdue interest payable by any third party, receiving negative influence on safety or intact state, or such mortgage or collateral already loses or is about to lose the ability to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirements;
9.2.15 Party A uses any false contract with its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading backgroundin loan period, so as to extract fund or credit line from party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment of each specific business contract and related operational and financial activities;
9.2.17 Party B has already escaped or tries is entitled to escape its debts to party B through affiliated transactions;
9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party B believes sufficient to affect party A’s debt repaying ability.
9.3 In case of any circumstance stipulated in Article 9.2 above, party B shall have charge the right to exercise the following one or several measures as follows, and party A has no dispute over this:
9.3.1 Require party A or the guarantor to correct breach of contract within limited period;
9.3.2 Adjust, cancel or suspend the comprehensive credit line under this contract, or adjust the using term of credit line;
9.3.3 Suspend the release of the comprehensive credit line under this contract, announce party A’s debts under this contract (including the corresponding principal, interests, expenses or other payable amounts of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A to deposit the amount required and the supplementary deposit or other related payments to the account designated by party B.
9.3.4 Collect penalty interest and compound accumulative interest according to the related regulations actual overdue days on the basis of the People’s Bank loan interest rate agreed in the contract.
7. For any loan not used for the agreed purposes by Party A, in addition to exercising the rights agreed in Section 4 of China and agreements this Article, Party B is entitled to charge a penalty interest for the part of the loan used in business documents;
9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure violation of the legal rights and interests of party B not to agreed purpose at the loan interest rate agreed in the contract plus 100%. The penalty rate will be harmed;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions in this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract 13.464% based on the application actual number of days overdue. The overdue interest payable by party A, party B Party A shall have be charged with accumulative interest on the right to directly transfer basis of the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A penalty interest stipulated in advancethis Section 7.
9.3.8 Adopt other necessary measures allowed by laws and regulations8. Under the circumstances above, party A agrees All expenses of Party B to unconditionally waive the right of defense and bear any and all losses caused to party B due to exercise its breach of contract.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including including, but not limited to litigious feeto, arbitration feelegal expenses, travelling expensetravel expenses, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction feeattorney fees, etc.) shall be at party A’s expense.borne by Party A.
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Liabilities for Breach of Contract. 9.1 Party A and party B shall strictly fulfill the agreements breaches any stipulation under this contract and specific business contract. Either party that fails to fulfill appendix or fails to completely fulfill any agreed obligation shall bear the related liabilities for breach of contract and compensate the other party for any and all losses caused.
9.2 During the fulfillment process of this contract Contract, or specific business contract, in case of any of the following circumstances, party Party A shall be deemed as committing breach of contract:
9.2.1 During the effective term of this contract, party A explicitly expresses clearly states or uses its own demonstrates with action to indicate that it is unable to fulfill or fails to fulfill obligations will not perform any stipulation under this contract appendix or specific business contract;
9.2.2 Party A violates any agreement under this contract or specific business contract;
9.2.3 The documents relating to this contract that party A provides to party B and the representations and warranties stipulated in Article 5 of this contract are proven to be unauthentic, inaccurate, incomplete or purposefully misleading;
9.2.4 Party A stops to repay its due debts, or is unable to or indicating its inability to repay the debts;
9.2.5 Party A has any suspension, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business license, being canceled, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.6 There is any change to party A’s address, business scope, legal representative or other matters of industrial and commercial registrationContract, or any external investment situation condition that affects or threaten may jeopardize the realization of party B’s creditor’s rights;right of Party B as stipulated under the Contract, Party B shall be entitled to settle using one or several of the methods as follow:
9.2.7 (I) Declare the loan is due immediately, and requires Party A has any financial lossto pay back the principals, asset loss or any asset loss caused interests and fees of all due and undue debts.
(II) The interests fail to be paid when due by Party A within the term of loan shall be calculated in compound interest in accordance with the stipulated interest rate and interest settlement method. After the loan expires, and from its external guaranteethe expiry date until the date that the principals and the interests are all paid off, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights regarding the principals and interests under this contract;
9.2.8 (including the principals and interests of the loans being declared all or partly due by Party B) fail to be paid off by Party A changes when due, the purpose interests and compound interests shall be settled and accrued in accordance with the overdue loan interest rate and the interest settlement method for single business. If the principal and interests stipulated under single business shall be repaid in one time, regarding the principal and interests (including the principals and interests of credit line at will;
9.2.9 There is any major crisis in the operation loans being declared all or finance partly due by Party B) of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights loan fail to be materially affected or threatened;
9.2.11 paid off when due by Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement the interests and compound interests shall be settled and accrued in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.12 Party A has any breach of contract to other creditors that affects accordance with the realization of party B’s creditor’s rights;
9.2.13 The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contractoverdue loan quarterly interest rate, and party the overdue loan interest rate shall be stipulated when both parties processes the single business. Loan overdue refers to the action that Party A fails to provide new security meeting party B’s requirementspay off the loans when due.
(III) Dispose the vouchers and goods (represented by the vouchers) under the L/C / inward collection / cash on import delivery involved in the trust receipt loan business;
9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may be subject to infringement by any third party, receiving negative influence on safety or intact state, or such mortgage or collateral already loses or is about to lose (IV) Exercise the ability security right;
(V) Require Party A to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirements;
9.2.15 guarantee complying with the requirements of Party A uses any false contract with its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading background, so as to extract fund or credit line from party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment (VI) Remedy measures of each specific business contract and related operational and financial activities;
9.2.17 Party B has already escaped or tries to escape its debts to party B through affiliated transactions;
9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party B believes sufficient to affect party A’s debt repaying abilitystipulated under the Contract.
9.3 In case of any circumstance stipulated in Article 9.2 above, party B shall have the right to exercise the following one or several (VII) Other measures as follows, and party A has no dispute over this:
9.3.1 Require party A or the guarantor to correct breach of contract within limited period;
9.3.2 Adjust, cancel or suspend the comprehensive credit line under this contract, or adjust the using term of credit line;
9.3.3 Suspend the release of the comprehensive credit line under this contract, announce party A’s debts under this contract (including the corresponding principal, interests, expenses or other payable amounts of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A to deposit the amount required and the supplementary deposit or other related payments to the account designated approved by party B.
9.3.4 Collect penalty interest and compound interest according to the related regulations of the People’s Bank of China and agreements in business documents;
9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure the legal rights and interests of party B not to be harmed;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions in this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract based on the application by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advancelaws.
9.3.8 Adopt other necessary measures allowed by laws and regulations. Under the circumstances above, party A agrees to unconditionally waive the right of defense and bear any and all losses caused to party B due to its breach of contract.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited to litigious fee, arbitration fee, travelling expense, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction fee, etc.) shall be at party A’s expense.
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Liabilities for Breach of Contract. 9.1 Party A and party B shall strictly fulfill 1. In the agreements under this contract and specific business contract. Either party that fails to fulfill or fails to completely fulfill any agreed obligation shall bear the related liabilities for breach of contract and compensate the other party for any and all losses caused.
9.2 During the fulfillment process of this contract or specific business contract, in case event of any one or more of the following circumstances, party A shall be deemed as committing breach : · Party B delays in the payment of contract:
9.2.1 During the effective rent specified in this Contract for more than 5 days; · Party B terminates the lease under this Contract before the expiry of the lease term without consent of this contract, party A explicitly expresses or uses its own action to indicate that it Party A; · Party B is unable to fulfill continue to perform this Contract due to bankruptcy/liquidation; · The Property is subject to judicial procedures or fails enforcement measures for the reasons of Party B or its sub-leasing customers; · With the fault of Party B or its sub-leasing customers, Party A or Party A's representative, executives and/or shareholders are sued, brought to arbitration, subjected to administrative punishment or investigated of criminal responsibilities; Party A has right to take the following measures, separately or jointly:
(1) Party A may at any time enter the Property or any part thereof to take back the entire Property or take measures to prevent Party B from entering the Property and the Contract shall be immediately terminated;
(2) Party A has the right to file a lawsuit due to Party B’s breach of Contract or failure to perform the terms of this Contract;
(3) Party A may confiscate the lease deposit;
(4) Party A may request Party B to pay the rent, property management fee and/or other payables within 7 days after the occurrence of such circumstance;
(5) Party A has the right to suspend the supply of water, electricity, air-conditioning and communication (if applicable) services after prior notice for purpose of urging Party B to fulfill its obligations under this contract hereunder.
2. In the event of any one or specific business contract;
9.2.2 more of the following circumstances: · Before the expiry of the lease term, Party A violates any agreement under this contract or specific business contract;
9.2.3 The documents relating to this contract that party A provides to party B and terminates the representations and warranties stipulated lease not in Article 5 accordance with the provisions of this contract are proven to be unauthentic, inaccurate, incomplete or purposefully misleading;
9.2.4 Contract; · Party A stops to repay its due debts, or is unable to continue to perform this Contract due to bankruptcy/liquidation; · The Property is unable for normal use for more than 15 days since Party A is subjected to judicial procedures with its own fault. Party B has the right to take the following measures, separately or indicating its inability to repay jointly:
(1) Party B may at any time terminate this Contract and hand back the debtsProperty;
9.2.5 (2) Party B has the right to file a lawsuit due to Party A’s breach of Contract or failure to perform the terms of this Contract;
(3) Party B may request Party A to waive the rent for the period during which the Property is unable for normal use;
(4) Party B may request Party A to return the rent for the period not used and the lease deposit;
3. During the performance of the Contract, if the rent under this Contract is not paid according to the method and time stipulated in this Contract, Party A has any suspensionthe right to charge liquidated damages at the rate of 5‰ per day for the portion overdue.
4. If Party B fails to pay the rent and/or property management fee as stipulated in this Contract, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business license, being canceled, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.6 There is any change to party A’s address, business scope, legal representative or other matters of industrial and commercial registration, or any external investment situation that affects or threaten the realization of party B’s creditor’s rights;
9.2.7 Party A has any financial loss, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.8 Party A changes the purpose of credit line at will;
9.2.9 There is any major crisis in the operation or finance of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened;
9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.12 Party A has any breach of contract to other creditors that affects the realization of party B’s creditor’s rights;
9.2.13 The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contract, and party A fails to provide new security meeting party B’s requirements;
9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may be subject to infringement by any third party, receiving negative influence on safety or intact state, or such mortgage or collateral already loses or is about to lose the ability to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirements;
9.2.15 Party A uses any false contract with its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading background, so as to extract fund or credit line from party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment of each specific business contract and related operational and financial activities;
9.2.17 Party B has already escaped or tries to escape its debts to party B through affiliated transactions;
9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party B believes sufficient to affect party A’s debt repaying ability.
9.3 In case of any circumstance stipulated in Article 9.2 above, party B shall have the right to exercise apply for a payment order from the following one or several measures as follows, and party A has no dispute over this:
9.3.1 Require party A or People's Court in accordance with the guarantor to correct breach of contract within limited period;
9.3.2 Adjust, cancel or suspend the comprehensive credit line under this contract, or adjust the using term of credit line;
9.3.3 Suspend the release relevant provisions of the comprehensive credit line under this contract, announce party A’s debts under this contract (including the corresponding principal, interests, expenses or other payable amounts Civil Procedure Law of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A to deposit the amount required and the supplementary deposit or other related payments to the account designated by party B.
9.3.4 Collect penalty interest and compound interest according to the related regulations of the People’s Bank of China and agreements in business documents;
9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure the legal rights and interests of party B not to be harmed;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions in this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract based on the application by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advance.
9.3.8 Adopt other necessary measures allowed by laws and regulations. Under the circumstances above, party A agrees to unconditionally waive the right of defense and bear any and all losses caused to party B due to its breach of contract.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited to litigious fee, arbitration fee, travelling expense, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction fee, etc.) shall be at party A’s expense.the
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Liabilities for Breach of Contract. 9.1 1. Breach Circumstances (1) Party A’s Breach of Contract In case of any or more of the following circumstances hereunder, Party A and party B shall strictly fulfill the agreements under this contract and specific business contract. Either party that fails to fulfill or fails to completely fulfill any agreed obligation shall bear the related liabilities for is deemed breach of contract this Contract:
a) Fail to follow or perform any of its commitments, warranties, obligations or responsibilities hereunder fully or adequately;
b) Fail to provide, as requested by Party B, true, complete and compensate effective financial statements and operation & production situations, etc. or hide any critical facts;
c) Fail to use the Loan as agreed upon by the Parties;
d) Fail to pay the Loan in such matter as specified in this Contract;
e) Break through the restrictions on the financial indices as specified;
f) Fall within any gross cross breach event;
g) Fail to repay the principal of the Loan and the interests thereof in schedule;
h) Decline or hamper Party B’s supervision and check of the use of the Loan;
i) Transfer the assets, draw and escape the funds, in order to escape from the debts;
j) The operations and financial status are aggravating, thus failing to clear the due debts, or involving or being about to involving any lawsuit or arbitration proceedings and other party for legal disputes, in Party B’s opinion, they may affect or have affected Party B’s rights and interests hereunder;
k) Any other debt burden by Party A may affect or has affected Party B’s performance of its obligations hereunder;
l) Party A is in the red or behind in payment of the principal of any loan and all losses caused.the interests thereof of any other institution;
9.2 During m) Party A’s legal representative or person in charge is dead or declared dead, missing, or becoming the fulfillment process person whose civil acts are limited or lost, in Party B’s opinion, which may affect or damage or have affected or damaged Party B’s rights and interests hereunder;
n) The Loanee or its legal representative, shareholder or contributor, etc. is suspected of involvement in any illegal activity or criminal case;
o) Within the effective term of this contract or specific business contractContract, in case of any act of changing the following circumstancesoperation mode or transferring the operation system like contracting, party A shall be deemed as committing breach leasing, M&A, joint venture, separation, joint operation, reforming of contract:
9.2.1 During the effective term of this contractstock system, party A explicitly expresses etc., in Party B’s opinion, which may affect or uses its own action to indicate that it is unable to fulfill or fails to fulfill obligations under this contract or specific business contract;
9.2.2 have affected Party A violates any agreement under this contract or specific business contract;
9.2.3 The documents relating to this contract that party A provides to party B and the representations and warranties stipulated in Article 5 of this contract are proven to be unauthentic, inaccurate, incomplete or purposefully misleading;
9.2.4 Party A stops to repay its due debts, or is unable to or indicating its inability to repay the debts;
9.2.5 Party A has any suspension, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business license, being canceled, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or has already affected or damaged party B’s rights and interests under this contracthereunder;
9.2.6 There is any change to party Ap) Other circumstances, in Party B’s addressopinion, business scope, legal representative or other matters of industrial and commercial registration, or any external investment situation that affects or threaten the affecting realization of party Party B’s creditor’s rights;
9.2.7 Party A has any financial loss, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.8 Party A changes the purpose of credit line at will;
9.2.9 There is any major crisis in the operation or finance of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened;
9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.12 Party A has any breach of contract to other creditors that affects the realization of party B’s creditor’s rights;
9.2.13 The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contract, and party A fails to provide new security meeting party B’s requirements;
9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted q) Breach of other enforcement measures, having dispute over ownership, subject to or may be subject to infringement by any third party, receiving negative influence on safety or intact state, or such mortgage or collateral already loses or is about to lose the ability to provide security for party B’s creditor’s rights, and party A fails to provide new security that meets party B’s requirements;
9.2.15 Party A uses any false contract with its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading background, so obligations as to extract fund or credit line from party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment of each specific business contract and related operational and financial activities;
9.2.17 Party B has already escaped or tries to escape its debts to party B through affiliated transactions;
9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party B believes sufficient to affect party A’s debt repaying ability.
9.3 In case of any circumstance stipulated in Article 9.2 above, party B shall have the right to exercise the following one or several measures as follows, and party A has no dispute over this:
9.3.1 Require party A or the guarantor to correct breach of contract within limited period;
9.3.2 Adjust, cancel or suspend the comprehensive credit line under this contract, or adjust the using term of credit line;
9.3.3 Suspend the release of the comprehensive credit line under this contract, announce party A’s debts under this contract (including the corresponding principal, interests, expenses or other payable amounts of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A to deposit the amount required and the supplementary deposit or other related payments to the account designated by party B.
9.3.4 Collect penalty interest and compound interest according to the related regulations of the People’s Bank of China and agreements in business documents;
9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure the legal rights and interests of party B not to be harmed;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions specified in this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract based on the application by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advanceContract.
9.3.8 Adopt other necessary measures allowed by laws and regulations. Under the circumstances above, party A agrees to unconditionally waive the right of defense and bear any and all losses caused to party B due to its breach of contract.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited to litigious fee, arbitration fee, travelling expense, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction fee, etc.) shall be at party A’s expense.
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Samples: Working Capital Loan Contract (Silvan Industries, Inc.)
Liabilities for Breach of Contract. 9.1 Party A and party B shall strictly fulfill the agreements under this contract and specific business contract. Either party that fails to fulfill or fails to completely fulfill any agreed obligation shall bear the related liabilities for breach of contract and compensate the other party for any and all losses caused.
9.2 During the fulfillment process of this contract or specific business contract, in case of 15.1 If any of the following circumstancescircumstances occurs, party Party B will be regarded as having seriously default, and in such a case, Party A shall be deemed has the right to immediately rescind this Agreement and request Party B to bear all the liabilities resulted from such default and compensate Party A for all the economic losses caused to Party A as committing breach a result, including but not limited to the litigation or arbitration expenses (including legal fees) incurred as a result of contract:lawsuits relating to such defaults or arbitration proceedings.
9.2.1 During (1) Party B hides from Party A any information on the effective term Purchased Assets specified in Article 2 herein. Such information includes but is not limited to the scope, categories, quantities, value, registration, true statuses, etc. of this contract, party A explicitly expresses Purchased Assets.
(2) All or uses its own action part of the Purchased Assets delivered by Party B fails to indicate that it is unable conform to fulfill the provisions herein;
(3) Party B refuses to perform or fails to fulfill fully perform the delivery obligations under this contract specified in Article 6 herein.
(4) Party B breaches any of the provisions in Article 7.3 herein and does not agree to transfer or specific business contract;
9.2.2 refuses to cooperate with Party A violates in transferring all or any agreement under this contract or specific business contract;
9.2.3 The documents relating to this contract that party A provides to party B and part of the representations and warranties stipulated in Article 5 of this contract are proven to be unauthentic, inaccurate, incomplete or purposefully misleading;
9.2.4 Party A stops to repay its due debts, or is unable to or indicating its inability to repay the debts;
9.2.5 Party A has any suspension, business discontinuation, being declared of bankruptcy, dissolution, being suspended of business license, being canceled, or has any litigation, arbitration, criminal or administrative punishment that has negative consequence on party A’s operation or assets state, and party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.6 There is any obligations hereunder to third parties or change or changing the other party hereto to party A’s address, business scope, legal representative or other matters of industrial and commercial registration, or any external investment situation that affects or threaten the realization of party B’s creditor’s rights;
9.2.7 Party A has any financial loss, asset loss or any asset loss caused from its external guarantee, or other financial crisis that makes party B believe that it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.8 Party A changes the purpose of credit line at will;
9.2.9 There is any major crisis in the operation or finance of party A’s controlling shareholder or other affiliated company, or there is any major affiliated transaction between party A and its controlling shareholder or other affiliated company, which affects the normal operation of party A;
9.2.10 There is any negative change in the industry of party A that makes the realization of party B’s creditor’s rights to be materially affected or threatened;
9.2.11 Party A’s senior management is lost of contact, missing, dead, declared of missing, declared of death, suspected of involvement in corruption, bribery, malpractice or illegal operation case that party B believes it may or has already affected or damaged party B’s rights and interests under this contract;
9.2.12 Party A has any breach of contract to other creditors that affects the realization of party B’s creditor’s rights;
9.2.13 The guarantor violates any agreement under the guarantee contract or has any breach of contract under the guarantee contract, and party A fails to provide new security meeting party B’s requirements;
9.2.14 Any mortgage or collateral under this contract is sealed, seized, reported of loss, suspended of payment or adopted of other enforcement measures, having dispute over ownership, subject to or may be subject to infringement by any a third party, receiving negative influence on safety or intact statesign or signing supplementary agreements or re-sign agreements with third parties.
(5) Any of Party B’s representations or statements under Article 9 herein is untrue, incomplete, inaccurate or misleading.
15.2 Except as agreed above, after the signing of this Agreement, if either party directly or indirectly breaches, refuses to perform or incompletely performs any provision herein, or breaches any of its representations, warranties and undertakings herein, it shall be regarded as a default. In such mortgage or collateral already loses or is about a case, the non-breaching party may grant the breaching party a certain reasonable period during which the non-breaching party may request the breaching party to lose make remedies. If the ability to provide security for breaching party B’s creditor’s rights, and party A fails to provide new security that meets take any remedial actions within the above-said reasonable period of time, the non-breaching party B’s requirements;
9.2.15 Party A uses any false contract with its affiliated party or other party to discount from party B with notes receivable or accounts receivable without actual trading background, so as to extract fund or credit line from party B;
9.2.16 Party A refuses to accept party B’s supervision and inspection on the fulfillment of each specific business contract and related operational and financial activities;
9.2.17 Party B has already escaped or tries to escape its debts to party B through affiliated transactions;
9.2.18 In case of other events or circumstances that jeopardize or damage or may jeopardize or damage party B’s rights and interests or party B believes sufficient to affect party A’s debt repaying ability.
9.3 In case of any circumstance stipulated in Article 9.2 above, party B shall have the right to exercise rescind this Agreement and request the following one breaching party to bear all the resulting liabilities and to be responsible for all the economic losses caused by its default to the non-breaching party. Such economic losses include the litigation or several measures as follows, and party A has no dispute over this:
9.3.1 Require party A or the guarantor to correct breach of contract within limited period;
9.3.2 Adjust, cancel or suspend the comprehensive credit line under this contract, or adjust the using term of credit line;
9.3.3 Suspend the release of the comprehensive credit line under this contract, announce party A’s debts under this contract arbitration expenses (including lawyers’ expenses) incurred as a result of lawsuits relating to such defaults or arbitration procedures relating to such defaults. The total amount of such economic losses shall not exceed the corresponding principal, interests, expenses losses that the breaching party foresees or other payable amounts of the already used credit line) to entirely or partially mature immediately, require party A to immediately repay all or part of the already used credit line; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debt under this contract, party B shall have the right to require party A to deposit the amount required and the supplementary deposit or other related payments should foresee that may be caused to the account designated by party B.
9.3.4 Collect penalty interest and compound interest according to the related regulations non-breaching party’s a result of the People’s Bank of China and agreements in business documents;
9.3.5 Require party A to provide other guarantee, mortgage, pledge or other security recognized by party B, or adopt other measures to ensure the legal rights and interests of party B not to be harmed;
9.3.6 Have the right to exercise security rights;
9.3.7 Based on the provisions in breaching this contract, directly deduct payments from any account opened by party A at China CITIC Bank to repay the entire debts (including the debts of advance repayment as required by party B) under this contract and each specific business contract, without the need to obtaining party A’s consent in advance; if party B has opened bank acceptance bills, letter of credit, letter of guarantee or assumes other contingent debts under specific business contract based on the application by party A, party B shall have the right to directly transfer the related payments from any account opened by party A at China CITIC Bank to party B’s own account, and use it to provision or pay the related payables without the need to obtain consent from party A in advanceAgreement.
9.3.8 Adopt other necessary measures allowed by laws and regulations. Under the circumstances above, party A agrees to unconditionally waive the right of defense and bear any and all losses caused to party B due to its breach of contract.
9.4 Any and all expenses incurred from party B’s realization of creditor’s rights (including but not limited to litigious fee, arbitration fee, travelling expense, lawyer fee, assets preservation fee, notification fee, notarization fee, certification fee, translation fee, evaluation and auction fee, etc.) shall be at party A’s expense.
Appears in 1 contract
Samples: Asset Purchase Agreement (China Mobile Games & Entertainment Group LTD)
