Loan Terms. 2.1 The term for such Loan will be ten (10) years, calculated from the date when the Borrower actually draws the Loan. The term under this Agreement shall be automatically extended for another ten years except when the written notice to the contrary is given by the Lender three months prior to the expiration of this Agreement. 2.2 The Borrower hereby agrees and warrants that such Loan provided by the Lender shall be used only for the investment in Qianjun. Without the Lender’s prior written consent, the Borrower shall not transfer or pledge its equity interest hereunder to any other third party. 2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan in advance except upon the Lender’s requirement or the expiration of this Agreement. The Borrower shall repay the Loan only in the following way and amount: the Borrower shall repay the Loan only by using all the funds obtained by him from transferring all of the Borrower’s equity in Qianjun to Lender or to any other third party designated by the Lender. In case the funds received by the borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan hereunder shall be regarded as repaid. 2.4 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan in advance in case any one of the following occurs: 2.4.1 The Borrower dies or becomes a person with no or limited capacity for civil rights; 2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations; 2.4.3 The Borrower commits crime or is involved in crime; 2.4.4 Any third party claims debt of the Borrower exceeding RMB 1,000,000 (RMB one million) which the Borrower is not able to repay; 2.4.5 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or 2.4.6 In the event that the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 2 contracts
Sources: Loan Agreement (Renren Inc.), Loan Agreement (Renren Inc.)
Loan Terms. 2.1 The term for such Loan will be ten (10) years, calculated from the date when the Borrower actually draws the Loan. The term under this Agreement shall be automatically extended for another ten years except when the unless written notice to the contrary is given by the Lender three months prior to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants that such Loan provided by the Lender shall be used only for the investment in Qianjun. Without the Lender’s prior written consent, the Borrower shall not transfer or pledge its equity interest hereunder to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan in advance except upon with the Lender’s requirement 's prior written approval or the expiration of this Agreement. The Borrower shall repay the Loan only in the following way and amount: the Borrower shall repay the Loan only by using all the funds obtained by him from transferring all of the Borrower’s 's equity in Qianjun Beijing Jingwei Zhihui Information Technology Co. Ltd, a company incorporated under the laws of the People’s Republic of China (“Jingwei Zhihui”) to Lender or to any other third party designated by the Lender. In case the funds received by the borrower Borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower Borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun Jingwei Zhihui is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan hereunder shall be regarded as repaid.
2.4 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan in advance in case any one of the following occurs:
2.4.1 The Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits crime or is involved in crime;
2.4.4 2.4.3 Any third party claims debt of the Borrower exceeding RMB 1,000,000 One Million (RMB one million1,000,000) which the Borrower is not able to repay;
2.4.5 2.4.4 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event that 2.4.5 the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 2 contracts
Sources: Loan Agreement (Renren Inc.), Loan Agreement (Renren Inc.)
Loan Terms. 2.1 The term for such Loan will be ten (10) years, calculated from the date when the Borrower actually draws the Loan. The term under this Agreement shall be automatically extended for another ten years except when the written notice to the contrary is given by the Lender three months prior to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants that such Loan provided by the Lender shall be used only for the investment in Qianjun. Without the Lender’s prior written consent, the Borrower shall not transfer or pledge its equity interest hereunder to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan in advance except upon the Lender’s requirement or the expiration of this Agreement. The Borrower shall repay the Loan only in the following way and amount: the Borrower shall repay the Loan only by using all the funds obtained by him from transferring all of the Borrower’s equity in Qianjun to Lender or to any other third party designated by the Lender. In case the funds received by the borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan hereunder shall be regarded as repaid.
2.4 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan in advance in case any one of the following occurs:
2.4.1 The Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The ▇▇▇▇▇▇ ▇▇▇▇ (the current legal representative of the Lender Lender) quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits crime or is involved in crime;
2.4.4 Any third party claims debt of the Borrower exceeding RMB 1,000,000 (RMB one million) which the Borrower is not able to repay;
2.4.5 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event that the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 2 contracts
Sources: Loan Agreement (Renren Inc.), Loan Agreement (Renren Inc.)
Loan Terms. 2.1 The term for such Loan loan will be ten (10) years, calculated from the date when the Borrower actually draws the Loanloan. The term under this Agreement shall be automatically extended for another ten years except when the written notice to the contrary opposite is given by the Lender three months prior to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants that such Loan loan provided by the Lender shall be used only for the investment in Qianjunthe Beijing AirInBox Information Technologies Co.,Ltd. Without the Lender’s 's prior written consent, the Borrower shall not transfer or pledge its equity interest hereunder to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan loan in advance except upon the for Lender’s 's requirement or the expiration of this Agreementagreement. The Borrower shall repay the Loan loan only in the following way and amount: the Borrower shall repay the Loan loan only by using all the funds fund obtained by him the Borrower from transferring all of the Borrower’s 's equity in Qianjun Beijing AirInBox Information Technologies Co., Ltd to Lender KongZhong Information Technology(Beijing) Co.,Ltd or to any other third party designated by KongZhong Information Technology (Beijing) Co.,Ltd. All of the Lender. In case the funds received by the borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s 's equity in Qianjun Beijing AirInBox Information Technologies Co., Ltd is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan loan hereunder shall be regarded as repaid.
2.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall immediately repay the Loan loan in advance in case any one of the following occurs:
2.4.1 The the Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits crime or is involved in crime;
2.4.4 Any third party claims debt of the Borrower exceeding RMB 1,000,000 (RMB one million) which the Borrower is not able to repay;
2.4.5 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event that the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 1 contract
Sources: Loan Agreement (Kongzhong Corp)
Loan Terms. 2.1 The term for such Loan Loans will be ten (10) years, calculated from the date when the Borrower Borrowers actually draws draw the LoanLoans. The term under this Agreement shall be automatically extended for another ten years except when the written notice to the contrary opposite is given by the Lender three months prior to the expiration of this Agreement.
2.2 The Borrower Borrowers hereby agrees jointly agree and warrants warrant that such Loan loan provided by the Lender shall be used only for the investment in Qianjunthe Jiaheyi. Without the Lender’s prior written consent, the Borrower Borrowers shall not transfer or pledge its equity interest hereunder to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower Borrowers shall not repay the Loan Loans in advance except upon the for Lender’s requirement or the expiration of this Agreement. The Each Borrower shall repay the Loan Loans only in the following way and amount: the Borrower shall repay the Loan Loans only by using all the funds obtained by him such Borrower from transferring all of the Borrower’s equity in Qianjun Jiaheyi to Lender or to any other third party designated by the Lender. In case the funds received by the such borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun Jiaheyi is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan Loan(s) hereunder shall be regarded as repaid.
2.4 The Lender and the Borrower Borrowers agree and confirm that the each Borrower shall immediately repay the Loan Loans in advance in case any one of the following occurs:
2.4.1 The A Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits crime or is involved in crime;
2.4.4 Any third party claims debt of the Borrower exceeding RMB 1,000,000 (RMB one million) which the Borrower is not able to repay;
2.4.5 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event that the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 1 contract
Sources: Loan Agreement (YOUKU.COM Inc.)
Loan Terms. 2.1 The term for such Loan Loans will be ten (10) years, calculated from the date when the Borrower Borrowers actually draws draw each of the LoanLoans. The term under this Agreement shall be automatically extended for another ten years except when the written notice to the contrary opposite is given by the Lender three months prior to the expiration of this Agreement.
2.2 The Borrower Borrowers hereby agrees jointly agree and warrants warrant that such Loan loan provided by the Lender shall be used only for the investment in Qianjunthe Beijing 1Verge Infotech. Without the Lender’s prior written consent, the Borrower Borrowers shall not transfer or pledge its equity interest hereunder to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower Borrowers shall not repay the Loan Loans in advance except upon the for Lender’s requirement or the expiration of this Agreement. The Each Borrower shall repay the Loan Loans only in the following way and amount: the Borrower shall repay the Loan Loans only by using all the funds obtained by him such Borrower from transferring all of the Borrower’s equity in Qianjun Beijing 1Verge Infotech to Lender or to any other third party designated by the Lender. In case the funds received by the such borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun Beijing 1Verge Infotech is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan Loan(s) hereunder shall be regarded as repaid.
2.4 The Lender and the Borrower Borrowers agree and confirm that the each Borrower shall immediately repay the Loan Loans in advance in case any one of the following occurs:
2.4.1 The A Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits crime or is involved in crime;
2.4.4 Any third party claims debt of the Borrower exceeding RMB 1,000,000 (RMB one million) which the Borrower is not able to repay;
2.4.5 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event that the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 1 contract
Sources: Loan Agreement (YOUKU.COM Inc.)
Loan Terms. 2.1 The term for such Loan will be ten (10) years, calculated from the date when the Borrower actually draws the Loan. The term under this Agreement shall be automatically extended for another ten years except when the unless written notice to the contrary is given by the Lender three months prior to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants that such Loan provided by the Lender shall be used only for the investment in Qianjun. Without the Lender’s prior written consent, the Borrower shall not transfer or pledge its equity interest hereunder to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan in advance except upon with the Lender’s requirement 's prior written approval or the expiration of this Agreement. The Borrower shall repay the Loan only in the following way and amount: the Borrower shall repay the Loan only by using all the funds obtained by him from transferring all of the Borrower’s 's equity in Qianjun Shanghai Renren Automobile Technology Company Limited. (“Renren Automobile”), a company incorporated under the laws of the People’s Republic of China to Lender or to any other third party designated by the Lender. In case the funds received by the borrower Borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower Borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun Renren Automobile is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan hereunder shall be regarded as repaid.
2.4 2.3 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan in advance in case any one of the following occurs:
2.4.1 2.3.1 The Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 2.3.2 The Borrower commits crime or is involved in crime;
2.4.4 2.3.3 Any third party claims debt of the Borrower exceeding RMB 1,000,000 10,000,000 (RMB one million10,000,000) which the Borrower is not able to repay;
2.4.5 2.3.4 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event that 2.3.5 the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 1 contract
Sources: Loan Agreement (Renren Inc.)
Loan Terms. 2.1 (a) Subject to the terms and conditions contained herein (and, in particular, Section 2.2(a) hereof), the Lender agrees to make a loan (the "Loan") to the Borrower in the principal amount of up to One Hundred Million Dollars ($100,000,000) (the "Loan Amount").
(b) The term Loan may be advanced by the Lender in one or more tranches (each, a "Tranche"). The amount available under each Tranche and the timing thereof shall be determined by the Lender, in its sole discretion, and subject to market conditions, and shall not at any time exceed the Loan Amount. The advance of a Tranche shall be conditional on there not existing any Event of Default.
(c) The Borrower shall cause to be opened a bank account with the Lender (the "Borrower Account"), together with a securities account with the Lender (the "Borrower Securities Account") into which shall be held Listco Securities of the Borrower for such the purposes of the transactions contemplated by this Agreement, subject to the terms of the Custodian Management Agreement.
(d) The maturity date of the Loan will (the "Maturity Date") shall be ten the eight (10) years, calculated 8) year anniversary from the initial Closing Date, or such earlier date when as the Obligations may become due and payable in accordance with the terms and conditions hereof. For the avoidance of doubt, the maturity date of all Tranches shall be the Maturity Date, irrespective of the date of advance thereof.
(e) Subject to compliance with Section 3.2, the Borrower actually draws shall not have the Loanright to prepay the principal amount of the Loan prior to the date that is the twenty (20) month anniversary from the initial Closing Date.
(f) The Lender shall enter in its records details of all amounts from time to time owing, paid or prepaid by the Borrower to the Lender hereunder and as contemplated hereby. The term information entered in such records shall constitute prima facie evidence of the indebtedness of the Borrower to the Lender hereunder.
(g) All outstanding amounts of the Loan shall accrue interest at the rate of the 12-month Secured Overnight Financing Rate (I:SOFR) per annum, with such interest being payable to the Lender on the earlier of the Maturity Date and the date of occurrence of an Event of Default. Interest shall accrue daily both before and after default, demand, maturity and judgment, and shall be calculated on the basis of the actual number of days elapsed and on the basis of a year of 365 days (366 days in a leap year). All interest payments due hereunder shall be paid in USD and made by way of certified cheque or other immediately available funds as directed by the Lender.
(h) It is the intent of the parties that the rate of interest and other charges to the Borrower under this Agreement shall be lawful; therefore, if for any reason the interest or other charges payable under this Agreement are found by a court of competent jurisdiction, in a final determination that has become non-appealable, to exceed the limit which the Lender may lawfully charge the Borrower, then the obligation to pay interest and other charges shall automatically extended for another ten years except when be reduced to such limit and, if any amount in excess of such limit shall have been paid, then such amount shall be refunded to the written notice Borrower.
(i) The Borrower shall pay to the Lender an up-front structure fee in an amount equal to 0.25% of the principal amount of each Tranche, which amount shall be deducted from the principal amount of such Tranche on the applicable Closing Date. The Borrower acknowledges and agrees that all or any portion of such structure fee may be paid by the Lender to one or more third parties in connection with the Loan.
(j) Notwithstanding anything else herein contained to the contrary is given or otherwise, any and all payments to be made by or on behalf of the Borrower to the Lender hereunder shall be made solely by the Lender three months prior Borrower from a financial account of the Borrower. Any such payments made by third parties, or from bank accounts, trading accounts or other accounts not of the Borrower, shall not be accepted by the Lender.
(k) All sums payable by the Borrower hereunder (including interest payments) shall be paid free and clear of any deduction or withholding for or on account of any tax or on account of any other amount, whether by way of set-off, counterclaim or otherwise. If the Borrower must at any time deduct or withhold any tax on any sum payable to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants that such Loan provided by the Lender shall be used only for the investment in Qianjun. Without the Lender’s prior written consent, the Borrower shall not transfer or pledge its equity interest hereunder pay such additional amount as is necessary to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan in advance except upon the Lender’s requirement or the expiration of this Agreement. The Borrower shall repay the Loan only in the following way and amount: the Borrower shall repay the Loan only by using all the funds obtained by him from transferring all of the Borrower’s equity in Qianjun to Lender or to any other third party designated by the Lender. In case the funds received by the borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan hereunder shall be regarded as repaid.
2.4 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan in advance in case any one of the following occurs:
2.4.1 The Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits crime or is involved in crime;
2.4.4 Any third party claims debt of the Borrower exceeding RMB 1,000,000 (RMB one million) which the Borrower is not able to repay;
2.4.5 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event ensure that the Lender issues receives a written notice net sum equal to what the Borrower for repayment of the LoanLender would have received had no such deduction or withholding been required.
Appears in 1 contract
Sources: Non Recourse Loan and Securities Pledge Agreement (Scilex Holding Co)
Loan Terms. 2.1 The term for such Loan Loans will be ten (10) years, calculated from the date when the Borrower actually draws each of the LoanLoans. The term under this Agreement shall be automatically extended for another ten years except when the written notice to the contrary is given by the Lender three months prior to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants that such Loan Loans provided by the Lender shall be used only for the investment in Qianjun▇▇▇▇ ▇▇▇▇▇. Without the Lender’s prior written consent, the Borrower shall not transfer or pledge its equity interest hereunder to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan Loans in advance except upon the Lender’s requirement or the expiration of this Agreement. The Borrower shall repay the Loan Loans only in the following way and amount: the Borrower shall repay the Loan Loans only by using all the funds obtained by him her from transferring all of the Borrower’s equity in Qianjun ▇▇▇▇ ▇▇▇▇▇ to Lender or to any other third party designated by the Lender. In case the funds received by the borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun ▇▇▇▇ ▇▇▇▇▇ is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan Loans hereunder shall be regarded as repaid.
2.4 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan Loans in advance in case any one of the following occurs:
2.4.1 The Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The ▇▇▇▇▇▇ ▇▇▇▇ (the current legal representative of the Lender Lender) quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits crime or is involved in crime;
2.4.4 Any third party claims debt of the Borrower exceeding RMB 1,000,000 RMB1,000,000 (RMB one million) which the Borrower is not able to repay;
2.4.5 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event that the Lender issues a written notice to the Borrower for repayment of the LoanLoans.
Appears in 1 contract
Sources: Loan Agreement (Renren Inc.)
Loan Terms. 2.1 The term for such Loan will be ten (10) years, calculated from the date when the Borrower actually draws the Loan. The term under this Agreement shall be automatically extended for another ten years except when the written notice to the contrary is given by the Lender three months prior to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants that such Loan provided by the Lender shall be used only for the investment in Qianjun▇▇▇▇ ▇▇▇▇▇. Without the Lender’s prior written consent, the Borrower shall not transfer or pledge its equity interest hereunder to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan in advance except upon the Lender’s requirement or the expiration of this Agreement. The Borrower shall repay the Loan only in the following way and amount: the Borrower shall repay the Loan only by using all the funds obtained by him from transferring all of the Borrower’s equity in Qianjun ▇▇▇▇ ▇▇▇▇▇ to Lender or to any other third party designated by the Lender. In case the funds received by the borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun ▇▇▇▇ ▇▇▇▇▇ is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan hereunder shall be regarded as repaid.
2.4 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan in advance in case any one of the following occurs:
2.4.1 The Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The ▇▇▇▇▇▇ ▇▇▇▇ (the current legal representative of the Lender Lender) quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits crime or is involved in crime;
2.4.4 Any third party claims debt of the Borrower exceeding RMB 1,000,000 RMB1,000,000 (RMB one million) which the Borrower is not able to repay;
2.4.5 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event that the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 1 contract
Sources: Loan Agreement (Renren Inc.)
Loan Terms. 2.1 (a) Subject to the terms and conditions contained herein (and, in particular, Section 2.2(a) hereof), the Lender agrees to make a loan (the “Loan”) to the Borrower in the principal amount of up to Fifty Million Dollars ($50,000,000) (the “Loan Amount”).
(b) The term Loan may be advanced by the Lender in one or more tranches (each, a “Tranche”). The amount available under each Tranche and the timing thereof shall be determined by the Lender, in its sole discretion, and subject to market conditions, and shall not at any time exceed the Loan Amount. The advance of a Tranche shall be conditional on there not existing any Event of Default.
(c) The Borrower shall cause to be opened a bank account with the Lender (the “Borrower Account”), together with a securities account with the Lender (the “Borrower Securities Account”) into which shall be held Listco Securities of the Borrower for such the purposes of the transactions contemplated by this Agreement, subject to the terms of the Custodian Management Agreement.
(d) The maturity date of the Loan will (the “Maturity Date”) shall be ten the four (104) years, calculated year anniversary from the initial Closing Date, or such earlier date when as the Obligations may become due and payable in accordance with the terms and conditions hereof. For the avoidance of doubt, the maturity date of all Tranches shall be the Maturity Date, irrespective of the date of advance thereof.
(e) Subject to compliance with Section 3.2, the Borrower actually draws shall not have the Loanright to prepay the principal amount of the Loan prior to the date that is the twenty (20) month anniversary from the initial Closing Date.
(f) The Lender shall enter in its records details of all amounts from time to time owing, paid or prepaid by the Borrower to the Lender hereunder and as contemplated hereby. The term information entered in such records shall constitute prima facie evidence of the indebtedness of the Borrower to the Lender hereunder.
(g) All outstanding amounts of the Loan shall accrue interest at the rate of the 12-month Secured Overnight Financing Rate (I:SOFR) plus 2.0% per annum, with such interest being payable to the Lender on the earlier of the Maturity Date and the date of occurrence of an Event of Default. Interest shall accrue daily both before and after default, demand, maturity and judgment, and shall be calculated on the basis of the actual number of days elapsed and on the basis of a year of 365 days (366 days in a leap year). All interest payments due hereunder shall be paid in USD and made by way of certified cheque or other immediately available funds as directed by the Lender.
(h) It is the intent of the parties that the rate of interest and other charges to the Borrower under this Agreement shall be lawful; therefore, if for any reason the interest or other charges payable under this Agreement are found by a court of competent jurisdiction, in a final determination that has become non-appealable, to exceed the limit which the Lender may lawfully charge the Borrower, then the obligation to pay interest and other charges shall automatically extended for another ten years except when be reduced to such limit and, if any amount in excess of such limit shall have been paid, then such amount shall be refunded to the written notice Borrower.
(i) The Borrower shall pay to the Lender an up-front structure fee in an amount equal to 0.25% of the principal amount of each Tranche, which amount shall be deducted from the principal amount of such Tranche on the applicable Closing Date. The Borrower acknowledges and agrees that all or any portion of such structure fee may be paid by the Lender to one or more third parties in connection with the Loan.
(j) Notwithstanding anything else herein contained to the contrary is given or otherwise, any and all payments to be made by or on behalf of the Borrower to the Lender hereunder shall be made solely by the Lender three months prior Borrower from a financial account of the Borrower. Any such payments made by third parties, or from bank accounts, trading accounts or other accounts not of the Borrower, shall not be accepted by the Lender.
(k) All sums payable by the Borrower hereunder (including interest payments) shall be paid free and clear of any deduction or withholding for or on account of any tax or on account of any other amount, whether by way of set-off, counterclaim or otherwise. If the Borrower must at any time deduct or withhold any tax on any sum payable to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants that such Loan provided by the Lender shall be used only for the investment in Qianjun. Without the Lender’s prior written consent, the Borrower shall not transfer or pledge its equity interest hereunder pay such additional amount as is necessary to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan in advance except upon the Lender’s requirement or the expiration of this Agreement. The Borrower shall repay the Loan only in the following way and amount: the Borrower shall repay the Loan only by using all the funds obtained by him from transferring all of the Borrower’s equity in Qianjun to Lender or to any other third party designated by the Lender. In case the funds received by the borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan hereunder shall be regarded as repaid.
2.4 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan in advance in case any one of the following occurs:
2.4.1 The Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits crime or is involved in crime;
2.4.4 Any third party claims debt of the Borrower exceeding RMB 1,000,000 (RMB one million) which the Borrower is not able to repay;
2.4.5 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event ensure that the Lender issues receives a written notice net sum equal to what the Borrower for repayment of the LoanLender would have received had no such deduction or withholding been required.
Appears in 1 contract
Sources: Non Recourse Loan and Securities Pledge Agreement (Scilex Holding Co)
Loan Terms. 2.1 The term for such Loan will be ten (10) years, calculated from the date when the Borrower actually draws the Loan. The term under this Agreement shall be automatically extended for another ten years except when the unless written notice to the contrary is given by the Lender three months prior to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants that such Loan provided by the Lender shall be used only for the investment in Qianjun. Without the Lender’s prior written consent, the Borrower shall not transfer or pledge its equity interest hereunder to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan in advance except upon with the Lender’s requirement prior written approval or the expiration of this Agreement. The Borrower shall repay the Loan only in the following way and amount: the Borrower shall repay the Loan only by using all the funds obtained by him from transferring all of the Borrower’s equity in Qianjun Shanghai Qianxiang Changda Internet Information Technology Development Co., Ltd. (“Qianxiang Changda”), a company incorporated under the laws of the People’s Republic of China to Lender or to any other third party designated by the Lender. In case the funds received by the borrower Borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower Borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun Qianxiang Changda is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan hereunder shall be regarded as repaid.
2.4 2.3 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan in advance in case any one of the following occurs:
2.4.1 2.3.1 The Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 2.3.2 The Borrower commits crime or is involved in crime;
2.4.4 2.3.3 Any third party claims debt of the Borrower exceeding RMB 1,000,000 10,000,000 (RMB one million10,000,000) which the Borrower is not able to repay;
2.4.5 2.3.4 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event that 2.3.5 the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 1 contract
Loan Terms. 2.1 The term for such Loan will be ten (10) years, calculated years from the execution date when the Borrower actually draws the Loanof this Agreement. The term under this Agreement shall be automatically extended for another successive ten years except when the year periods unless written notice to the contrary is given by the Lender three months prior to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants confirms that such Loan loan provided by the Lender shall be was used only for the investment in Qianjunthe Heyi Pictures. Without the Lender’s prior written consent, the Borrower shall not transfer or pledge its his equity interest hereunder to any other third party.
2.3 The Lender and the Borrower jointly agree and confirm that the Borrower shall not repay the Loan in advance except upon the for Lender’s requirement or the expiration of this Agreement. The Borrower shall repay the Loan only in the following way and amount: the Borrower shall repay the Loan only by using all the funds obtained by him the Borrower from transferring all of the entire Borrower’s equity in Qianjun Heyi Pictures to Lender or to any other third party designated by the Lender. In case the funds received by the borrower Borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower Borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such the Borrower’s ’ equity in Qianjun Heyi Pictures is transferred as stipulated above and if all the fund thereof is repaid to the Lender by the Borrower, all the outstanding Loan Loans hereunder shall be regarded as repaid.
2.4 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan in advance in case any one of the following occurs:
2.4.1 The Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits a crime or is involved in crime;
2.4.4 2.4.3 Any third party claims debt of the Borrower exceeding RMB 1,000,000 RMB1,000,000 (RMB one million) which the Borrower is not able to repay;
2.4.5 2.4.4 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business of production and distribution of film and television programs under PRC law; or
2.4.6 2.4.5 In the event that the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 1 contract
Sources: Loan Agreement (Youku Tudou Inc.)
Loan Terms. 2.1 (a) The term for Loan shall be evidenced by a promissory note as such may be amended, modified, extended or restated, or a promissory note issued as a replacement or substitution therefore (the "Note") payable to Lender in substantially the form attached hereto as Exhibit A.
(b) The Loan will shall be ten payable in one installment of all outstanding principal and unpaid, accrued interest on December 31, 1998 (10"the Maturity Date").
(c) yearsInterest shall accrue on the principal amount outstanding under the Loan at the rate of nine and three-quarter percent (9.75%) per annum and shall be payable monthly commencing on December 1, calculated from 1997 and on the Maturity Date or the date when of any other payment of principal under the Note. Interest shall be calculated on a 365 day year basis and actual days elapsed from disbursement date until paid.
(d) The entire amount of unpaid principal and accrued interest shall, from and after the Maturity Date and from and after an "Event of Default" (as hereinafter defined), bear interest at the rate equal to the lesser of (i) twenty-four percent (24%) per annum and (ii) the maximum interest rate permitted by law.
(e) The Borrower may at any time prepay in whole or in part the principal sum, plus accrued interest on the amount so prepaid to date of payment, of the Note, without premium or penalty. Unless otherwise agreed by Lender, any prepayments shall be applied first to accrued interest and then to the unpaid principal amount of the Loan.
(f) The Loan, and each and every modification, extension, renewal, or refinancing thereof, and the performance of all covenants, duties and obligations of the Borrower actually draws and the Loan. The term under compliance by the Borrower with all conditions, representations and warranties set forth in this Agreement Loan Agreement, the other "Loan Documents" (as hereinafter defined) and all documents executed in connection herewith, shall be automatically extended for another ten years except when secured by a security interest in all assets of the written notice Borrower pursuant to a General Security Agreement annexed hereto as Exhibit B and by the Guarantee Agreement annexed hereto as Exhibit C.
(g) Simultaneously with the execution of this Loan Agreement, News shall issue to Lender, a five-year warrant to purchase on or after February 28, 1998, 300,000 shares of common stock of News at an initial exercise price of $2.25 per share pursuant to the contrary is given by Warrant (the Lender three months "Warrant") annexed hereto as Exhibit D, unless prior to the expiration of this Agreement.
2.2 The Borrower hereby agrees and warrants that such Loan provided by date the Lender shall instead elect to receive interest at the rate of 10.75% per annum, retroactive to the initial date of the Loan.
(h) Lender shall not be used only for required to make the investment Loan hereunder, unless and until the following shall be satisfied:
1. The Loan Agreement, the Note, the General Security Agreement and the Guarantee (collectively, the "Loan Documents") and the Warrant have been duly executed and delivered to Lender and shall be in Qianjunfull force and effect in accordance with their terms.
2. Without The Borrower and News shall have therefor complied with all of the Lender’s prior written consentconditions, terms, covenants and agreements contained in the Loan Documents and all documents executed in connection herewith, including the Warrant, and all representations and warranties of the Borrower and News are true and correct as of the date of the borrowing.
3. At the time of the borrowing hereunder, the Borrower shall not transfer deliver to the Lender a certificate, dated the date of the borrowing, confirming that no Event of Default (as hereinafter defined) or pledge its equity interest hereunder to any other third partyevent which upon notice or passage of time or both would constitute an Event of Default shall have occurred and be continuing at the time of such borrowing.
2.3 The 4. On or prior to the date of the borrowing hereunder, the Lender shall have received from Borrower and News:
(x) A Certificate of an officer of each of Borrower and News dated the date of such borrowing and certifying (i) that attached thereto is a true and complete copy of the articles and by laws of Borrower jointly agree and confirm that News, respectively, in effect prior to the Borrower shall not repay adoption of the Loan in advance except upon the Lender’s requirement or the expiration of this Agreement. The Borrower shall repay the Loan only resolution referred to in the immediate following way clause and amount: at all times since adoption, and (ii) in the Borrower shall repay the Loan only by using all the funds obtained by him from transferring all case of the Borrower’s equity in Qianjun to Lender or to any other third party designated , that attached thereto is a true and complete copy of the resolutions adopted by the Lender. In case Board of Directors of Borrower authorizing the funds received by execution, delivery and performance of the borrower from transferring the aforesaid equity is subject to any tax or administrative expenses, the borrower shall only be obliged to repay the net portion of such funds (after deducting any applicable tax and expenses) to the Lender. When all of such Borrower’s equity in Qianjun is transferred as stipulated above and if all the fund thereof is repaid to the Lender Loan Documents by the Borrower, all and in the outstanding case of News, that attached thereto is a true and complete copy of the resolutions adopted by the Board of Director of News authorizing the execution, delivery and performance of the Loan Documents and the Warrant; and
(y) such other documents as the Lender may reasonably request.
(i) If any payment of principal, interest or any other amount due hereunder is due upon a day which is not a day which the Lender is open for business ("Business Day") then such payment plus interest on such payment computed from the due date to the next succeeding Business Day shall be regarded as repaiddue on the next succeeding Business Day.
2.4 The Lender and the Borrower agree and confirm that the Borrower shall immediately repay the Loan in advance in case any one of the following occurs:
2.4.1 The Borrower dies or becomes a person with no or limited capacity for civil rights;
2.4.2 The current legal representative of the Lender quits or is dismissed from the Lender or the Lender’s affiliated corporations;
2.4.3 The Borrower commits crime or is involved in crime;
2.4.4 Any third party claims debt of the Borrower exceeding RMB 1,000,000 (RMB one million) which the Borrower is not able to repay;
2.4.5 There are no legal restrictions for foreign investors to directly invest in the value-added telecommunication business under PRC law; or
2.4.6 In the event that the Lender issues a written notice to the Borrower for repayment of the Loan.
Appears in 1 contract