Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs: (1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts; (2) Borrower quits from or dismissed by the Lender or its affiliates; (3) the Borrower commits a crime or involves a crime; 1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee. 1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party. 1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender. 1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously. 1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 12 contracts
Samples: Loan Agreement (Focus Media Holding LTD), Loan Agreement (Focus Media Holding LTD), Loan Agreement (Focus Media Holding LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 250,000 in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 8 contracts
Samples: Loan Agreement (Focus Media Holding LTD), Loan Agreement (Focus Media Holding LTD), Loan Agreement (Focus Media Holding LTD)
Loan. 1.1 2.1 The Borrower agrees to borrow from the Lender and the Lender agrees to provide a long-term loan make available and extend to the Borrower, at its sole and absolute discretion, the Loan, for an amount as mentioned in the Application Form and Schedule I,for the purpose as mentioned in the Application Form, on the terms and conditions contained in this Agreement and in other Loan Documents.
2.2 The disbursement of the Loan may be made directly to the Borrower with in one lump sum or in such Instalments as per the principal as RMB 500,000 details provided under the Application Form and Schedule I, subject to the terms and conditions contained herein. The Borrower understands that where BHFL disburses the Loan to the Borrower using the IMPS facility and the Loan amount exceeds Rs 2 (two) lacs, the Loan amount will be received by the Borrower in multiples of Rs. 2 (two) lacs.
2.3 The disbursement of the Loan shall be made in accordance with the RTGS business hours as notified by the RBI from time to time. The Lender shall not in any event or circumstance be liable or be construed as being liable in case there is any delay(s) in disbursement of the Loan on account of any technical or system errors, etc.
2.4 The Borrower may also apply for, and the Lender at its sole discretion may grant:
(a) the Additional Loan by executing the Additional Loan Addendum; and
(b) the Flexi Drawdown, in the form and manner prescribed by the Lender. The Flexi Drawdown and the Additional Loan shall be subject to the terms and conditions set forth of the Loan Documents, such other terms and conditions as may be prescribed by the Lender in this Agreementregard and the Additional Loan Addendum, as the case may be.
2.5 The Borrower shall pay interest on the Loan on the Interest Payment Date at the applicable Interest Rate. Term for such loan will be ten (10) years Subject to the commencement of Interest Payment Date with respect to the Loan, all interest accruing on the Outstanding Dues under the Loan shall accrue from day to day and shall be extended upon the agreement calculated on a reducing balance by taking a base of Both Parties through negotiations365 (three hundred and sixty-five) days per year. During the term or extended term of such loan, Further the Borrower shall refund pay the loan ahead Flexi Fee to the Lender for availing Flexi Term Loan, Flexi Hybrid Loan and Flexi Interest-only Loan, as detailed under Schedule IIof th is agreement.
2.6 The Lender shall be entitled to revise the Interest Rate at any time and from time to time as per its policy, if any, during the Loan Tenure, at its sole discretion or due to change in the regulatory requirements including any guidelines/ regulations issued by RBI and/or NHB and such revised Interest Rate shall be deemed to form part of the loan term or Loan and the extended loan term, if either Borrower shall also be liable to pay such revised amount of interest on the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed Loan in such manner and within such period as may be determined by the Lender or in its affiliates;
(3) sole discretion. Any revision in the Interest Rate shall be effective from a prospective date and the Lender shall notify the Borrower commits a crime or involves a crime;
1.2 in advance to this effect and the same would be binding upon the Borrower. The Lender shall also notify any change in the Interest Rate by updating the same on its Website.
2.7 The Borrower agrees to remit repay the amount of such loan to Monthly Instalments and the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification Outstanding Dues to the Lender on or before the day receiving Repayment Date using the Repayment Modes as set out in Schedule II or in such manner and at such place, as may be agreed between the Borrower and Lender, from time to time during the course of this Agreement. The instructions for the ECS as provided by the Borrower shall be open ended and will cover the maximum principal amount under the Loan and other Outstanding Dues thereon. The Lender may, at the request of the loanBorrower in writing, agree to change the Repayment Mode. The commitments Borrower understands and agrees that an annual maintenance charge shall have to be paid by the Borrower on an annual basis at the rate as mentioned in Schedule II.
2.8 In the event the Borrower defaults in payment of the Outstanding Dues or the credit rating of the Borrower falls below the required criteria fixed by the Lender under this section are effective only as per its internal policy or the Borrower resigns/is terminated from the employment or for any other reason deemed fit by the Lender, the Lender shall be entitled to terminate the Flexi Assigned Limit provided to the Borrower itselfor disallow further drawdowns under the Loan and in case of Flexi Interest- only Loan, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by Flexi Hybrid Loan and Flexi Term Loan, the Lender and agrees and warrants hereby may revise the Monthly Instalment such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, that the Borrower shall not use repay principal and/or interest amount to the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm agrees that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company it shall be paid liable to pay such revised Monthly Instalment as per the Lender, as the consideration of the loan provided by the Lender, in the means designated repayment schedule revised by the Lender at its sole discretion. Such revision in accordance with this Agreement the Monthly Instalment and repayment schedule shall be effective from a prospective date and the Agreement Lender shall terminate simultaneously.
1.6 notify the Borrower in advance to this effect and the same would be binding upon the Borrower. The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation tomay, at any time, purchase or designate in its sole discretion, recall / foreclose the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject Loan without prior notice to the permission of Borrower and revise the lawrepayment schedule in its sole and absolute discretion. The Borrower warrants agrees and undertakes to forthwith issue an irrevocable proxy fresh PDCs/ECS instruction to confer all the Lender in the event of any revision in the repayment schedule. The PDCs shall be presented for the encashment in case the Monthly Instalment through ECS is not processed due to any technical issue or otherwise. However, the Lender has a right to take action against the Borrower in case of default by the Borrower in payment of Monthly Instalments through ECS. The Borrower confirms having perused, understood the Lender’s method of calculating the interest on the Loan on reducing balance rate and also the calculation of the Monthly Instalments.
2.9 Notwithstanding anything contained in this Agreement, the Lender may at any time in its rights sole discretion and without assigning any reason whatsoever, call upon the Borrower to pay the Outstanding Dues and thereupon the Borrower shall within 15 (fifteen) days of being so called upon pay the whole of the Outstanding Dues to the Lender without any delay or demur. The liability of the Borrower to the Lender shall not be discharged until and unless the Borrower has paid or discharged the Outstanding Dues owed to the Lender under this Agreement.
2.10 The Monthly Instalments shall automatically change by reason of change in any rates, taxes, charges, imposts, levies and monies whatsoever that are or may be levied on the Monthly Instalments or the transaction contemplated hereunder or may become payable by the Borrower by virtue of this Agreement. Such change in the Monthly Instalments due to change in the rates, taxes, charges, imposts, levies and monies as a shareholder stated above shall be effected only prospectively and the same shall automatically form part of the Loan.
2.11 At the written request of the Borrower’s Company to a person designated , the Lender may foreclose the Loan by accepting the Lenderpre-payment of the Outstanding Dues (‘ Pre-Payment’). The Pre-Payment of the Outstanding Dues may be either full Pre-Payment or part Pre-Payment as described below.
Appears in 3 contracts
Samples: Loan Agreement, Loan Agreement, Loan Agreement
Loan. 1.1 The Lender agrees to provide a long-term loan the Loan to the Borrowers as follows: providing RMB550,000 to Borrower with the principal as RMB 500,000 in accordance with the terms A, and conditions set forth in this Agreement. RMB450,000 to Borrow B.
1.2 Term for such loan will Loan shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations. During (the term or extended term of such loan“Term”).
1.3 Notwithstanding the foregoing, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of in the following events occurscircumstances, Borrowers shall repay the Loan regardless if the Term has expired:
(1) Borrower becomes dead Borrowers decease or becomes become a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from Borrowers commit a crime or dismissed by the Lender or its affiliates;are involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower’s interest in the Borrower commits a crime or involves a crime;Company under the PRC law and Lender chooses to do so.
1.2 The 1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender agrees to shall remit the amount of such loan the Loan direct to the bank account designated by the Borrower Borrowers payment within seven (7) 7 days after receiving the Borrower’s written notification to use the loan, provided that all request of payment of Borrowers. Borrowers shall send a written receipt of the preconditions set forth in Section 2 of this Agreement are satisfied. Loan to Lender within 1 day after receiving the Loan.
1.5 The Borrower Loan shall issue confirmation notification only be used by Borrowers to the Lender on the day receiving the amount contribution of the loan. The commitments registered capital of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the BorrowerCompany. Without the Lender’s prior written consent, the Borrower Borrowers shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity their interests in the Borrower’s Company to any other third party.
1.4 The Lender and 1.6 Borrowers can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity their interests in the Borrower’s Company obtained by using the Loan to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The 1.7 Lender and the Borrower Borrowers hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity Borrowers’ shares in the Borrower’s Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The Borrower warrants If Lender or the third party assignee designated by Lender only purchases part of Borrowers’ interest in the Company, the purchase price shall be reduced on a pro rata basis.
1.8 In the event when Borrowers transfer their shares in the Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to a person designated by the LenderLender in full.
Appears in 3 contracts
Samples: Loan Agreement (China Finance Online Co. LTD), Loan Agreement (China Finance Online Co. LTD), Loan Agreement (China Finance Online Co. LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender agrees to extend a loan totaling RMB1,000,000 (the “Loan”) to the Borrowers. Term for such loan will The term of the Loan shall be ten (10) years and as from the execution date of this Agreement. Unless otherwise agreed by the Parties in writing, the term of the Loan shall be extended renewed automatically upon the agreement each of Both Parties through negotiations. its expirations for another ten (10) years.
1.2 During the term original or extended renewed term of such loanthe Loan, the Borrowers must make prepayment immediately upon occurrence of any of the following circumstances:
1.1.1 where the 30-day period expires after the Borrowers receive the written notice demanding repayment from the Lender;
1.1.2 where the Borrower, in the case of an individual, dies, losses or becomes limited in terms of civil capacity, or in the case of a limited liability company, is dissolved or liquidated;
1.1.3 where the Borrowers are no longer employed by the Lender, the Borrower shall refund the loan ahead of the loan term Company or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity their affiliates for civil actswhatever reason;
(2) Borrower quits from 1.1.4 where the Borrowers are engaged or dismissed by involved in criminal activities;
1.1.5 where any third party make claims against the Borrowers with an amount of RMB100,000 or more; or
1.1.6 where in accordance with the applicable PRC laws, the Lender or its affiliates;
(3) may directly hold the equity interests in the Borrower commits a crime or involves a crime;Company, the Borrower Company may lawfully continue with its business, and the Lender decides to exercise its exclusive purchase option under the Exclusive Option Agreement (the “Exclusive Option Agreement”) referred to herein.
1.2 The Subject to satisfaction of all conditions precedent set out in Section 2, the Lender agrees to remit the amount of such loan Loan to the bank account designated by the Borrower Borrowers within seven twenty (720) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 receipt of this Agreement are satisfiedthe written notice indicating the Borrowers’ demand for the Loan. The Borrower Borrowers shall issue confirmation notification an acknowledgement of receipt to the Lender on the same day receiving the amount of the loanwhen they receive such amount. The commitments of Loan extended by the Lender under this section are effective only to Agreement shall be utilized by the Borrower itselfBorrowers only, but and shall not be used by the Borrower’s inheritor successors or transfereeassignees of the Borrowers.
1.3 The Borrower agrees Borrowers agree to accept the above Loan extended by the Lender, and hereby agree and undertake to use the Loan for funding business development of the Borrower Company. Without prior written consent of the Lender, the Borrowers shall not use such loan provided by amount for any other purpose.
1.4 Both the Lender and agrees the Borrowers agree and warrants hereby such loan shall be used acknowledge that the Borrowers may make repayment only for establishing an advertisement company in Shanghai for the Borrower. Without following manner determined by the Lender’s prior written consent, : the Borrowers shall transfer all the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company Interests they hold to the Lender or other (the legal person or natural person) person designated by the Lender upon the Lender’s exercise of its option to buy the Borrower Interests under the Exclusive Option Agreement.
1.5 Both the Lender and the Borrowers agree and acknowledge that, to the extent permitted, any proceeds obtained by the Borrowers from transfer of the Borrower Interests shall be used for repaying for the Loan in accordance with this Agreement in such manner as designated by the Lender.
1.5 The 1.6 Both the Lender and the Borrower hereby jointly Borrowers agree and confirm acknowledge that, to the extent permitted by applicable laws, the Lender shall have the right but no obligation to buy, or designated other legal or natural persons to buy, in whole or in part the Borrower Interests at any time at the purchase price agreed under the Exclusive Option Agreement.
1.7 Both the Lender and the Borrowers agree and acknowledge that any proceeds raised from the transfer of Borrower’s Borrowers agree to create a pledge over all the equity interests they hold in the Borrower’s Borrower Company shall be paid in favor of the Lender to secure the debt repayment hereunder. For the avoidance of doubt, the Parties acknowledge that, in addition to the Lenderdebt under this Agreement, the principal debt secured by the equity pledge under this section also includes all the debts owed by the Borrowers and the Borrower Company to the Lender under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement and the Power of Attorney (as the consideration defined below).
1.8 Each of the loan provided by Borrowers has executed an irrevocable Power of Attorney (the Lender“Power of Attorney”), in under which they authorize the means Lender or any legal or natural person designated by the Lender in accordance with this Agreement and to exercise all their rights as the Agreement shall terminate simultaneouslyshareholders of the Borrower Company.
1.6 The Lender and 1.9 When the Borrowers transfer their Borrower hereby jointly agree and confirm that Interests to the Lender has or the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender, if the transfer price is equal to or lower than the principal of the Loan under this Agreement, the Loan under this Agreement shall be deemed to be interest free loan; if the transfer price is higher than the principal of the Loan under this Agreement, the portion of the transfer price in excess of the principal shall be deemed to be the interests on the principal of the Loan and shall be repaid by the Borrowers to the Lender.
Appears in 3 contracts
Samples: Loan Agreement (LexinFintech Holdings Ltd.), Loan Agreement (LexinFintech Holdings Ltd.), Loan Agreement (LexinFintech Holdings Ltd.)
Loan. 1.1 2.1 The Borrower agrees to borrow from the Lender and the Lender agrees to provide a long-term loan make available and extend to the Borrower, at its sole and absolute discretion, the Loan, for an amount as mentioned in the Application Form and Schedule I, for the purpose as mentioned in the Application Form, on the terms and conditions contained in this Agreement and in other Loan Documents.
2.2 The disbursement of the Loan may be made directly to the Borrower with in one lump sum or in such Instalments as per the principal as RMB 500,000 details provided under the Application Form and Schedule I, subject to the terms and conditions contained herein. The Borrower understands that where BFL disburses the Loan to the Borrower using the IMPS facility and the Loan amount exceeds Rs 2 (two) lacs, the Loan amount will be received by the Borrower in multiples of Rs. 2 (two) lacs.
2.3 The disbursement of the Loan shall be made in accordance with the RTGS business hours as notified by the RBI from time to time. The Lender shall not in any event or circumstance be liable or be construed as being liable in case there is any delay(s) in disbursement of the Loan on account of any technical or system errors, etc.
2.4 The Borrower may also avail:
(a) the Additional Loan by executing the Additional Loan Addendum; and
(b) the Flexi Drawdown, in the form and manner prescribed by the Lender. The Flexi Drawdown and the Additional Loan shall be subject to the terms and conditions set forth of the Loan Documents, such other terms and conditions as may be prescribed by the Lender in this Agreementregard and the Additional Loan Addendum, as the case may be. Term The Borrower applying for such loan will be ten (10) years the Additional Loan is required to execute the Additional Loan Addendum.
2.5 The Borrower shall pay interest on the Loan on the Interest Payment Date at the applicable Interest Rate. Subject to the commencement of Interest Payment Date with respect to the Loan, all interest accruing on the Outstanding Dues under the Loan shall accrue from day to day and shall be extended upon the agreement calculated on a reducing balance by taking a base of Both Parties through negotiations365 (three hundred and sixty five) days per year. During the term or extended term of such loan, Further the Borrower shall refund pay the loan ahead Flexi Fee to the Lender for availing Flexi Term Loan, Flexi Hybrid Loan and Flexi Interest-only Loan, as detailed under Schedule II of this agreement.
2.6 The Lender shall be entitled to revise the Interest Rate at any time and from time to time as per its policy, if any, during the Loan Tenure, at its sole discretion or due to change in the regulatory requirements including any guidelines/ regulations issued by RBI and such revised Interest Rate shall be deemed to form part of the loan term or Loan and the extended loan term, if either Borrower shall also be liable to pay such revised amount of interest on the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed Loan in such manner and within such period as may be determined by the Lender or in its affiliates;
(3) sole discretion. Any revision in the Interest Rate shall be effective from a prospective date and the Lender shall notify the Borrower commits a crime or involves a crime;
1.2 in advance to this effect and the same would be binding upon the Borrower. The Lender shall also notify any change in the Interest Rate by updating the same on its Website.
2.7 The Borrower agrees to remit repay the amount of such loan to Monthly Instalments and the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification Outstanding Dues to the Lender on or before the day receiving Repayment Date using the Repayment Modes as set out in Schedule II, or in such manner and at such place, as may be agreed between the Borrower and Lender, from time to time during the course of this Agreement. The instructions for the ECS as provided by the Borrower shall be open ended and will cover the maximum principal amount under the Loan and other Outstanding Dues thereon. The Lender may, at the request of the loanBorrower in writing, agree to change the Repayment Mode. The commitments Borrower understands and agrees that an annual maintenance charge shall have to be paid by the Borrower on an annual basis at the rate as mentioned in Schedule II.
2.8 In the event the Borrower defaults in payment of the Outstanding Dues or the credit rating of the Borrower falls below the required criteria fixed by the Lender under this section are effective only as per its internal policy or the Borrower resigns/is terminated from the employment or for any other reason deemed fit by the Lender, the Lender shall be entitled to terminate the Flexi Assigned Limit provided to the Borrower itselfor disallow further drawdowns under the Loan and in case of Flexi Interestonly Loan, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by Flexi Hybrid Loan and Flexi Term Loan, the Lender and agrees and warrants hereby mayrevise the Monthly Instalment such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, that the Borrower shall not use repay principal and/or interest amount to the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm agrees that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company it shall be paid liable to pay such revised Monthly Instalment as per the Lender, as the consideration of the loan provided by the Lender, in the means designated repayment schedule revised by the Lender at its sole discretion. Such revision in accordance with this Agreement the Monthly Instalment and repayment schedule shall be effective from a prospective date and the Agreement Lender shall terminate simultaneously.
1.6 notify the Borrower in advance to this effect and the same would be binding upon the Borrower. The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation tomay, at any time, purchase or designate in its sole discretion, recall / foreclose the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject Loan without prior notice to the permission of Borrower and revise the lawrepayment schedule in its sole and absolute discretion. The Borrower warrants agrees and undertakes to forthwith issue an irrevocable proxy fresh PDCs/ECS instruction to confer all the Lender in the event of any revision in the repayment schedule. The PDCs shall be presented for the encashment in case the Monthly Instalment through ECS is not processed due to any technical issue or otherwise. However, the Lender has a right to take action against the Borrower in case of default by the Borrower in payment of Monthly Instalments through ECS. The Borrower confirms having perused, understood the Lender’s method of calculating the interest on the Loan on reducing balance rate and also the calculation of the Monthly Instalments.
2.9 Notwithstanding anything contained in this Agreement, the Lender may at any time in its rights sole discretion and without assigning any reason whatsoever, call upon the Borrower to pay the Outstanding Dues and thereupon the Borrower shall within 15 (fifteen) days of being so called upon pay the whole of the Outstanding Dues to the Lender without any delay or demur. The liability of the Borrower to the Lender shall not be discharged until and unless the Borrower has paid or discharged the Outstanding Dues owed to the Lender under this Agreement.
2.10 The Monthly Instalments shall automatically change by reason of change in any rates, taxes, charges, imposts, levies and monies whatsoever that are or may be levied on the Monthly Instalments or the transaction contemplated hereunder or may become payable by the Borrower by virtue of this Agreement. Such change in the Monthly Instalments due to change in the rates, taxes, charges, imposts, levies and monies as a shareholder stated above shall be effected only prospectively and the same shall automatically form part of the Loan.
2.11 At the written request of the Borrower’s Company to a person designated , the Lender may foreclose the Loan by accepting the Lenderpre-payment of the Outstanding Dues (‘ Pre-Payment’). The Pre-Payment of the Outstanding Dues may be either full Pre-Payment or part Pre-Payment as described below.
Appears in 3 contracts
Samples: Loan Agreement, Loan Agreement, Loan Agreement
Loan. 1.1 The (a) (a) Subject to the terms and conditions hereof, Lender agrees to provide a long-term loan make the Loan to the Borrower with in the principal as RMB 500,000 amount outstanding at any one time not to exceed the Maximum Loan Amount. During the Commitment Period, Borrower may utilize the Commitment by requesting Loan Advances, Borrower may repay the Loan in whole or in part at any time during such period, and additional Loan Advances may be made all in accordance with the terms and conditions set forth in this Agreementhereof. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes Lender’s obligation to make a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan Loan Advance pursuant to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 terms of this Agreement are satisfiedshall terminate on the Termination Date. The Borrower Notwithstanding the foregoing, Lender shall issue confirmation notification have no commitment or obligation to make any Loan Advance in connection with pledged Participation Certificates to the extent such Loan Advance exceeds the lesser of (i) the Maximum Loan Amount and (ii) the Borrowing Base.
(b) The Loan shall initially be evidenced by a single amended and restated promissory note (the “Note”) of Borrower in the form of Exhibit A hereto dated the Closing Date and payable to Lender. Borrower agrees that Lender is authorized to record on the day receiving Note (i) the date and amount of each Loan Advance made by Lender pursuant hereto and (ii) the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender date and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all each payment of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer principal of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lendereach Loan Advance, in the means designated by the books and records of Lender in accordance with this Agreement such manner as is reasonable and customary for Lender, and that a certificate of an officer of Lender, setting forth in reasonable detail the Agreement information so recorded, shall terminate simultaneously.
1.6 The Lender and constitute prima facie evidence of the Borrower hereby jointly agree and confirm accuracy of the information so recorded, absent manifest error; provided that the failure to make any such recording shall not in any way affect the Obligations of Borrower or the rights of Lender has hereunder or under the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderNote.
Appears in 2 contracts
Samples: Loan and Security Agreement (Pennymac Financial Services, Inc.), Loan and Security Agreement (PennyMac Mortgage Investment Trust)
Loan. 1.1 (a) Subject to the terms and conditions hereof, Lender hereby agrees to make the Loan comprised of Borrowings in an aggregate amount up to the Maximum Loan Amount to Borrower, which Borrowings shall be disbursed to Borrower or at the direction of Borrower, to another person (including the Disbursement Agent), by check or wire transfer, in immediately available funds in one or more Borrowings from time to time after Lender has received funds from escrow pursuant to the Escrow Agreement and upon receipt of a Borrowing Request from Borrower. The aggregate principal amount of the Loan (based on initial principal amount) shall not exceed the Maximum Loan Amount.
(b) Monthly on the fifteenth (15th) day of each month, Lender shall notify Borrower of the amount of such funds received from escrow that is available at such time to be loaned to Borrower.
(c) To request a Borrowing, Borrower shall deliver, by hand delivery or facsimile, a duly completed and executed Borrowing Request to Lender not later than 3:00 p.m., Los Angeles, CA time, three Business Days before the date of the proposed Borrowing (provided that the first Borrowing Request may be delivered on the Closing Date). Each Borrowing Request shall be irrevocable and shall specify the following information:
(i) the aggregate amount of such Borrowing, which shall be in an amount of $500,000 or increments thereof (provided, if pursuant to the applicable Escrow Agreement, the escrowee retains a “holdback amount”, less such holdback amount) , or (ii) if any Borrowing is comprised of such holdback amounts that are thereafter released from escrow pursuant to the applicable Escrow Agreement, in increments of $50,000;
(ii) the date of such Borrowing, which shall be a Business Day; and
(iii) the location and number of Borrower’s account to which funds are to be disbursed, which, so long as the Disbursement Agreement is in effect, shall be the Deposit Account.
(d) Lender acknowledges that the proceeds of Borrowings will be used by the Borrower for the purposes described in Section 3.12. Lender also acknowledges that the provider of Senior Qualified Additional Financing may require (i) the Borrower to collaterally assign to it all of the Borrower’s right, title and interest in and to the Loan, this Agreement and the right to request Borrowings and (ii) a lien on any amounts funded from escrow to the Lender pursuant to the Escrow Agreement (other than holdback amounts or amounts representing fees) and on the account to which such amounts are funded, and hereby consents to such security interests. The Lender agrees to provide a long-term loan that it will deliver to the Borrower with Senior Qualified Additional Financing lender or agent from time to time upon the principal request of such party a certificate setting forth the amount of Commitment then available for Borrowings, subject to adjustment as RMB 500,000 appropriate. The Lender hereby agrees that for so long as such Senior Qualified Additional Financing facility is in accordance with effect, Lender shall, under the terms and subject to the limitations and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or honor any Borrowing Request with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only respect to the Borrower itselfdelivered to us in the name of such lender or agent, but not without setoff, counterclaim or defense by funding the Borrower’s inheritor applicable portion of the Commitment into the above-referenced account, provided such Borrowing Request is delivered for purposes of paying due and payable obligations of the Borrower to the lender or transferee.
1.3 The Borrower agrees to accept lenders under such loan provided by Senior Qualified Additional Financing facility. In furtherance of the foregoing, the Lender agrees that it will, from time to time, execute and agrees deliver, or cause to be executed and warrants hereby delivered, such loan shall be used only for establishing an advertisement company in Shanghai reasonably requested additional instruments, certificates or documents, and take all such reasonable actions, as such Senior Qualified Additional Financing lender or agent may deem necessary for the Borrower. Without validity, perfection and priority of the Lender’s prior written consent, the Borrower shall not use the amount lien of such loan for any other purpose or transfer or pledge its equity party on the rights and interests described in the Borrower’s Company to any other third partythis clause (d).
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Stockbridge/Sbe Investment Company, LLC)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 1,999,930 in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai Beijing for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 2 contracts
Samples: Loan Agreement (Focus Media Holding LTD), Loan Agreement (Focus Media Holding LTD)
Loan. 1.1 The 2.1 Pursuant to the terms and conditions hereinafter, the Lender agrees to provide a long-term loan the Loan to the Borrower with Borrowers. As of the principal as RMB 500,000 date herein, the principals yet to occur shall be RMB128,800,000 in accordance with total, among which it is expected that the Lender will provide RMB64,400,000 to Xx. Xxx Guomin and RMB64,400,000 to Xx. Xxxx Xiaotao. Upon mutual agreement by the Parties, the Lender is entitled to reduce the aforementioned amounts or to provide additional loans to the Borrowers besides the Loan. The loan amount is subject to actual amount provided and any additional loans shall be subject to the terms and conditions set forth in this Agreement. Term for such loan hereinafter.
2.2 The Borrowers confirm that the Loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed provided by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account any other third parties designated by the Borrower within seven (7) days after receiving Lender. Under circumstances that the Borrower’s written notification to use Loan is provided by the loanthird party designated by the Lender, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower Lender shall issue confirmation notification deliver to the Borrowers the copies of payment instruction (consistency with the original certified by the Lender’s seal) given by the Lender to the third party aforesaid and the Lender shall cause the third party aforesaid confirm to the Borrowers that the third party provides the Loan on the day receiving the amount of the loan. The commitments behalf of the Lender under this section are effective only to Agreement upon the Borrower itself, but not the Borrower’s inheritor or transfereeBorrowers’ request.
1.3 2.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and Parties confirm that the Borrower shall refund Borrowers will perform the loan only by transferring all of Borrower’s equity in the Borrower’s Company Loan repayment obligations and other obligations stipulated herein to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with the provisions of this Agreement and the Agreement shall terminate simultaneouslyAgreement.
1.6 The 2.4 If the Lender requests, each Borrower shall sign an equity pledge agreement with the Lender and pledge all equities of the Domestic Company held by the Borrower hereby jointly agree as security for the Loan and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the lawrelated obligations. The Borrower warrants hereby confirms that any new Loan under this Agreement are debts guaranteed by the equity pledge agreement.
2.5 The Parties confirm that upon the Lender’s request, the Borrowers shall each set up a bank account (hereinafter referred to issue an irrevocable proxy to confer all its rights as a shareholder of the “Borrowing Accounts”) separated from each Borrower’s Company personal funds to a person receive the Loan under this Agreement. Once set up, the Borrowing Accounts shall be operated and managed by the persons designated by the Lender. The Lender shall ensure the persons designated operate and manage the Borrowing Accounts in accordance with the law and the Borrowing Accounts shall not be used for illegal purposes. The Parties confirm that any responsibilities resulting from the set-up, operation, maintenance, fund transfer and usage of the Borrowing Accounts shall be borne by the Lender and the Borrowers shall take no responsibilities even if the Borrowers executed any relevant documents in the process of the set-up, operation, maintenance, fund transfer and usage of the Borrowing Accounts according to the bank requirements or applicable law.
Appears in 2 contracts
Samples: Loan Agreement (Tencent Music Entertainment Group), Loan Agreement (Tencent Music Entertainment Group)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 150,070 in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai Beijing for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 2 contracts
Samples: Loan Agreement (Focus Media Holding LTD), Loan Agreement (Focus Media Holding LTD)
Loan. 1.1 2.1 The Borrower agrees to borrow from the Lender and the Lender agrees to provide a long-term loan make available and extend to the Borrower, at its sole and absolute discretion, the Loan, for an amount as mentioned in the Application Form and Schedule I, for the purpose as mentioned in the Application Form, on the terms and conditions contained in this Agreement and in other Loan Documents.
2.2 The disbursement of the Loan may be made directly to the Borrower with in one lump sum or in such Instalments as per the principal as RMB 500,000 details provided under the Application Form and Schedule I, subject to the terms and conditions contained herein. The Borrower understands that where BFL disburses the Loan to the Borrower using the IMPS facility and the Loan amount exceeds Rs 2 (two) lacs, the Loan amount will be received by the Borrower in multiples of Rs. 2 (two) lacs.
2.3 The disbursement of the Loan shall be made in accordance with the RTGS business hours as notified by the RBI from time to time. The Lender shall not in any event or circumstance be liable or be construed as being liable in case there is any delay(s) in disbursement of the Loan on account of any technical or system errors, etc.
2.4 The Borrower may also avail:
(a) the Additional Loan by executing the Additional Loan Addendum; and
(b) the Flexi Drawdown, in the form and manner prescribed by the Lender. The Flexi Drawdown and the Additional Loan shall be subject to the terms and conditions set forth of the Loan Documents, such other terms and conditions as may be prescribed by the Lender in this Agreementregard and the Additional Loan Addendum, as the case may be. Term The Borrower applying for such loan will be ten (10) years the Additional Loan is required to execute the Additional Loan Addendum.
2.5 The Borrower shall pay interest on the Loan on the Interest Payment Date at the applicable Interest Rate. Subject to the commencement of Interest Payment Date with respect to the Loan, all interest accruing on the Outstanding Dues under the Loan shall accrue from day to day and shall be extended upon the agreement calculated on a reducing balance by taking a base of Both Parties through negotiations360 (three hundred and sixty) days per year. During the term or extended term of such loan, Further the Borrower shall refund pay the loan ahead Flexi Fee to the Lender for availing Flexi Term Loan, Flexi Hybrid Loan and Flexi Interest-only Loan, as detailed under Schedule II of this agreement.
2.6 The Lender shall be entitled to revise the Interest Rate at any time and from time to time as per its policy, if any, during the Loan Tenure, at its sole discretion or due to change in the regulatory requirements including any guidelines/regulations issued by RBI and such revised Interest Rate shall be deemed to form part of the loan term or Loan and the extended loan term, if either Borrower shall also be liable to pay such revised amount of interest on the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed Loan in such manner and within such period as may be determined by the Lender or in its affiliates;
(3) sole discretion. Any revision in the Interest Rate shall be effective from a prospective date and the Lender shall notify the Borrower commits a crime or involves a crime;
1.2 in advance to this effect and the same would be binding upon the Borrower. The Lender shall also notify any change in the Interest Rate by updating the same on its Website. Further the Borrower understands and acknowledges that the Interest Rate specified by BFL is fixed rate of interest, unless otherwise expressly mentioned in Schedule II of this Agreement.
2.7 The Borrower agrees to remit repay the amount of such loan to Monthly Instalments and the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification Outstanding Dues to the Lender on or before the day receiving Repayment Date using the Repayment Modes as set out in Schedule II, or in such manner and at such place, as may be agreed between the Borrower and Lender, from time to time during the course of this Agreement. The instructions for the ECS as provided by the Borrower shall be open ended and will cover the maximum principal amount under the Loan and other Outstanding Dues thereon. The Lender may, at the request of the loanBorrower in writing, agree to change the Repayment Mode. The commitments Borrower understands and agrees that an annual maintenance charge shall have to be paid by the Borrower on an annual basis at the rate as mentioned in Schedule II.
2.8 In the event the Borrower defaults in payment of the Outstanding Dues or the credit rating of the Borrower falls below the required criteria fixed by the Lender under this section are effective only as per its internal policy or the Borrower resigns/is terminated from the employment or for any other reason deemed fit by the Lender, the Lender shall be entitled to terminate the Flexi Assigned Limit provided to the Borrower itselfor disallow further drawdowns under the Loan and in case of Flexi Interestonly Loan, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by Flexi Hybrid Loan and Flexi Term Loan, the Lender and agrees and warrants hereby mayrevise the Monthly Instalment such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, that the Borrower shall not use repay principal and/or interest amount to the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm agrees that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company it shall be paid liable to pay such revised Monthly Instalment as per the Lender, as the consideration of the loan provided by the Lender, in the means designated repayment schedule revised by the Lender at its sole discretion. Such revision in accordance with this Agreement the Monthly Instalment and repayment schedule shall be effective from a prospective date and the Agreement Lender shall terminate simultaneously.
1.6 notify the Borrower in advance to this effect and the same would be binding upon the Borrower. The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation tomay, at any time, purchase or designate in its sole discretion, recall / foreclose the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject Loan without prior notice to the permission of Borrower and revise the lawrepayment schedule in its sole and absolute discretion. The Borrower warrants agrees and undertakes to forthwith issue an irrevocable proxy fresh PDCs/ECS instruction to confer all the Lender in the event of any revision in the repayment schedule. The PDCs shall be presented for the encashment in case the Monthly Instalment through ECS is not processed due to any technical issue or otherwise. However, the Lender has a right to take action against the Borrower in case of default by the Borrower in payment of Monthly Instalments through ECS. The Borrower confirms having perused, understood the Lender’s method of calculating the interest on the Loan on reducing balance rate and also the calculation of the Monthly Instalments.
2.9 Notwithstanding anything contained in this Agreement, the Lender may at any time in its rights sole discretion and without assigning any reason whatsoever, call upon the Borrower to pay the Outstanding Dues and thereupon the Borrower shall within 15 (fifteen) days of being so called upon pay the whole of the Outstanding Dues to the Lender without any delay or demur. The liability of the Borrower to the Lender shall not be discharged until and unless the Borrower has paid or discharged the Outstanding Dues owed to the Lender under this Agreement.
2.10 The Monthly Instalments shall automatically change by reason of change in any rates, taxes, charges, imposts, levies and monies whatsoever that are or may be levied on the Monthly Instalments or the transaction contemplated hereunder or may become payable by the Borrower by virtue of this Agreement. Such change in the Monthly Instalments due to change in the rates, taxes, charges, imposts, levies and monies as a shareholder stated above shall be effected only prospectively and the same shall automatically form part of the Loan.
2.11 At the written request of the Borrower’s Company to a person designated , the Lender may foreclose the Loan by accepting the Lenderpre-payment of the Outstanding Dues (‘ Pre-Payment’). The Pre-Payment of the Outstanding Dues may be either full Pre-Payment or part Pre-Payment as described below.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement
Loan. 1.1 The Upon and subject to the terms hereof, the Lender agrees to provide the Borrower with, and the Borrower agrees to borrow from the Lender, a long-term loan in an aggregate amount of principal (the “Loan”) equivalent to a sum of (1) RMB1,600,000 (in word: Renminbi one million six hundred thousand) and (2) the tax payable in respect of the execution and performance of the Equity Transfer Agreement.
1.2 Within twelve (12) months after the execution date of this Agreement, the Borrower may notify in writing or orally the Lender from time to time to withdraw the Loan (the “Utilization Notice”). The Borrower shall inform the Lender of the information on the RMB bank account for loan withdrawal when the Utilization Notice is sent to the Lender.
1.3 The Lender shall release the Loan to the Borrower with within three (3) Working Days after the receipt of the Utilization Notice and remit the principal amount of the Loan to the RMB bank account as RMB 500,000 designated by the Borrower. The date on which the Lender releases the Loan to the Borrower is hereinafter referred to as the “Utilization Date”.
1.4 The Borrower hereby undertakes to use the Loan only for the purpose of paying the Consideration of Equity Transfer to Xxxxxx XXXXX and the tax payable in accordance with respect of the terms execution and conditions set forth in performance of the Equity Transfer Agreement, and not to use the Loan for any other purpose.
1.5 The term of this Agreement. Term for such loan will Agreement (the “Term”) shall be ten (10) years and shall be from the Utilization Date, unless as extended upon the agreement of Both Parties through negotiationsLender’s consent or earlier terminated in accordance with the provisions hereof. During the term or extended term of such loanSubject to Article 1.6, the Borrower shall refund the loan ahead repay all amounts outstanding in respect of the loan term Loan (including any penalty or interest thereon) and any other compensation liability hereunder in accordance with Article 1.7 and Article 1.8 upon the extended loan termexpiry or early termination of the Term.
1.6 Without the Lender’s prior written consent (which may be granted at the Lender’s sole and absolute discretion on a case by case basis), if either the Borrower shall not make any prepayment of the Loan prior to the expiration of the Term, provided that in case of any one or more of the following events occurscircumstances, all amounts unpaid by the Borrower under the Loan shall become immediately due and payable and shall be repaid in accordance with Article 1.7 and Article 1.8:
(1a) the Borrower becomes dead deceased, bankrupt or becomes a person without capacity mentally incapacitated or with limited otherwise loses, or has limitations in, capacity for civil acts;
(2b) Borrower quits from the Borrower, for any reason, ceases to be the holder of Target Equity Interests, or dismissed the proportion of Target Equity Interests held by it is less than that set forth in Recital (A) above, except that the transfer of Target Equity Interests is consented by the Lender or its affiliatesLender;
(3c) the Borrower commits a crime violates its representations, warranties or involves a crimeundertakings under this Agreement in any material aspect;
1.2 The (d) the Borrower engages in any criminal act or is involved in any criminal activities; or
(e) thirty (30) days have passed since the Lender agrees gave a written notice to remit the Borrower requiring the repayment of the amount of such loan to the account designated unpaid by the Borrower within seven under the Loan (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereemay give such notice in its sole and absolute discretion).
1.3 The Borrower agrees to accept such loan 1.7 Unless as otherwise provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consentControlling Agreements, the Borrower shall not use repay the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan under this Agreement by transferring all of Borrower’s equity in the Borrower’s Company Target Equity Interests held by the Borrower to the Lender or other (legal a person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this the Call Option Agreement (Restatement), the Proxy Agreement (Restatement), the Business Cooperation Agreement (Restatement) and the Equity Pledge Agreement shall terminate simultaneously(Restatement) entered into by the Borrower with the Lender, the Domestic Company and certain other parties at the Lender’s reasonable request (collectively, the “Controlling Agreements”).
1.6 1.8 The Lender Borrower shall pay all interest of the Loan, together with the principal and penalty (if any), at the expiry or early termination of the Term or when each of such relevant amounts becomes due. If the Transfer Price (as defined in the Call Option Agreement) is higher than the amount of the repayable principal of the Loan hereunder, the excess amount shall be deemed as the interest payable in respect of the Loan, and the Borrower hereby jointly agree and confirm shall pay such interest in proportion to the percentage of the Target Equity Interests proposed to be transferred. If the aggregate amount of such interest is higher than the loan interest limit (if any) as prescribed by relevant laws, the Borrower shall pay the aforementioned excess amount to the Lender in a way as instructed by the Lender.
1.9 On the premise that the Lender Borrower has repaid the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase Loan in accordance with Article 1.7 by transferring all or part of Borrower’s equity in the Borrower’s Company at any price determined Target Equity Interests held by Both Parties, subject it to the permission of Lender or the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights person as a shareholder of the Borrower’s Company to a person designated by the Lender, the Borrower shall not have any further obligation to the Lender with regard to the principal, interest or penalty (if any), except that the Borrower is liable for the indemnification under Article 4.2.
1.10 Any part or whole of the Loan repaid by the Borrower under this Agreement may not be re-borrowed without the Lender’s consent.
Appears in 2 contracts
Samples: Loan Agreement (RISE Education Cayman LTD), Loan Agreement (RISE Education Cayman LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender and the Borrower hereby acknowledge that the Borrower has obtained from the Lender a loan in the amount of RMB45,000 (the “Loan”). Term for such loan will be ten (10) years and The term of the Loan shall be extended upon the agreement of Both Parties through negotiations. During period from the term date hereof to the date the Loan is fully repaid or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;waived according to this Agreement.
1.2 The Lender agrees to remit the amount of such loan to the account designated Loan provided by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only Agreement shall inure to the Borrower itself, but not the Borrower’s inheritor benefit only and not to the Borrower’s successor(s) or transfereeassign(s).
1.3 The Borrower agrees to accept such loan the Loan provided by the Lender Lender, and hereby agrees on and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai using the Loan solely for the Borrowerpurchase of the Target Equity Interest. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Loan for any purpose other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partythan set forth herein.
1.4 The Lender Parties agree and acknowledge that the repayment of the Loan by the Borrower jointly agree and confirm shall be that the Borrower transfer the current and future economic interest of the Target Equity Interest to the Lender. The Borrower undertakes to execute an Economic Interest Transfer Agreement accordingly (including its amendments from time to time, the “Economic Interest Transfer Agreement”).
1.5 The Borrower undertakes to execute an Exclusive Option Agreement (including its amendments from time to time, the “Exclusive Option Agreement”), under which, the Borrower grants the Lender an exclusive option with respect to the Target Equity Interest. To the extent permitted by the applicable PRC laws, the Lender shall refund have the loan only by transferring all of Borrower’s equity right but not the obligation to purchase or designate other person(s) (legal or natural person(s)) to purchase the Target Equity Interest in part or in whole at any time, at the price stipulated in the Borrower’s Company Exclusive Option Agreement.
1.6 The Borrower undertakes to execute an Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”), under which, the Borrower pledges to the Lender all the Target Equity Interest held by the Lender as security for the Lender’s obligations under this Agreement and relevant agreements.
1.7 The Borrower undertakes to execute an irrevocable Power of Attorney (including its amendments from time to time, the “Power of Attorney”), which authorizes the Lender or other (a legal person or natural personperson(s) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer to exercise all of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderTarget Company.
Appears in 2 contracts
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD), Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Loan. 1.1 The Lender agrees (a) Subject to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions set forth of this Loan Agreement (including, without limitation, Section 5 hereof), Lender shall make a loan to Borrower on the Closing Date (the “Loan”) in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of the Maximum Facility Amount. The Lender will target to lend at an Advance Rate (Purchase Price) of eighty percent (80%) (or such loan lesser Advance Rate (Purchase Price) requested by Borrower) with respect to each Underlying Loan; provided, that based on the characteristics of such Underlying Loan and the obligation to achieve the Assumed Targeted Yield, Lender may, in its sole discretion, offer financing at an Advance Rate (Purchase Price) greater than eighty percent (80%) (but no greater than eighty five percent (85%)) or an Advance Rate (Purchase Price) lower than eighty percent (80%). The Lender will target to lend at a rate based on the characteristics of such Underlying Loan and the obligation to achieve the Assumed Targeted Yield as of the Closing Date.
(b) Subject to the account designated terms and conditions of the Loan Documents, on the Closing Date the parties hereto may enter into transactions in which Lender will advance funds to Borrower secured by the Borrower within seven (7) days after receiving the Borrower’s written notification right, title and interest in and to use the loanUnderlying Loans set forth on the Terms Schedule. Each such transaction shall be referred to herein as a “Transaction” and, provided that unless otherwise agreed in writing, shall be governed by this Loan Agreement, including any supplemental terms or conditions contained in any exhibits identified herein as applicable hereunder. Each financing of an Underlying Loan shall constitute a distinct Transaction. Notwithstanding any provision or agreement herein, this Loan Agreement is not a commitment by Lender to engage in Transactions, but sets forth the requirements under which Lender would consider entering into Transactions from time to time. At no time shall Lender be obligated to finance any Underlying Loan.
(c) Upon the satisfaction of all of the preconditions conditions set forth in Section 2 of this Agreement are satisfied. The 5.01 for each Transaction, Lender will advance to Borrower shall issue confirmation notification an amount equal to the Lender on Allocated Loan Amount for the day receiving applicable Underlying Loan to an account of Borrower. This Loan Agreement (including the amount applicable portion of the loan. The commitments Terms Schedule), shall be conclusive evidence of the Lender under this section are effective only to terms of the Borrower itself, but not the Borrower’s inheritor or transfereeTransaction covered thereby.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company (d) Amounts borrowed pursuant to any other third partyTransaction may not be re-borrowed by Borrower.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 2 contracts
Samples: Loan and Security Agreement (NexPoint Real Estate Finance, Inc.), Loan and Security Agreement (NexPoint Real Estate Finance, Inc.)
Loan. 1.1 The Upon execution of this and other required Loan Documents and upon satisfaction of the contingencies hereinafter set forth and subject to the terms, conditions, warranties and representations herein, Lender agrees to provide make the Loan to Borrower. The Loan is a long-term loan and not a revolving credit facility, and the Loan amounts that are repaid may not be re-borrowed. The Loan shall be repaid to Lender by Borrower pursuant to the Note. Borrower with agrees to pay the principal as RMB 500,000 in accordance with the terms reasonable costs and conditions set forth in expenses of Lender related to or arising from this Agreement, the Loan Documents and the Closing (hereinafter defined) of the Loan. Term for such loan will The Lender’s records with respect to the Loan, the interest rates applicable thereto, each payment by the Borrower of principal and interest on the Loan pursuant to the Note, the amounts paid and payable by the Borrower hereunder and under the Note, and fees, expenses, and any other amounts due and payable in connection with this Agreement shall be presumptively correct absent manifest error or convincing evidence otherwise presented by Borrower to Lender. Within ten (10) years days of receipt of a written request from Borrower, the Lender shall advise the Borrower, in writing, of the principal and interest outstanding under the Loan as of the date of such request and the dates on which such future payments are due. In the event Borrower does not pay the full amount due under the Note based upon such written response by Lender, such event shall not be considered a Borrower event of default under this Agreement or the Loan Documents so long as Borrower causes the full amount due to be paid within ten (10) days of receipt of written notice from Lender regarding the same. Borrower agrees to pay (i) a loan origination fee equal to Seventeen Thousand Three Hundred Eleven and 65/100 Dollars ($17,311.65), and (ii) an administrative fee of Five Hundred Fifty and 00/100 Dollars ($550.00), with such fees to be paid at Closing (collectively, the “Loan Fee”), which shall be extended upon included in the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan Indebtedness and payable pursuant to the account designated by the Borrower within seven (7) days after receiving Note. This Agreement shall automatically terminate upon the Borrower’s written notification to use the loan, provided that all payment of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to Indebtedness due under the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itselfNote, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided as otherwise agreed by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partyParties.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 2 contracts
Samples: Term Loan Agreement (AAC Holdings, Inc.), Term Loan Agreement (AAC Holdings, Inc.)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender agrees to extend a loan totaling RMB10 million (the “Loan”) to the Borrowers. Term for such loan will The term of the Loan shall be ten (10) years and as from the execution date of this Agreement. Unless otherwise agreed by the Parties in writing, the term of the Loan shall be extended renewed automatically upon the agreement each of Both Parties through negotiations. its expirations for another ten (10) years.
1.2 During the term original or extended renewed term of such loanthe Loan, the Borrowers must make prepayment immediately upon occurrence of any of the following circumstances:
1.1.1 where the 30-day period expires after the Borrowers receive the written notice demanding repayment from the Lender;
1.1.2 where the Borrower, in the case of an individual, dies, losses or becomes limited in terms of civil capacity, or in the case of a limited liability company, is dissolved or liquidated;
1.1.3 where the Borrowers are no longer employed by the Lender, the Borrower shall refund the loan ahead of the loan term Company or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity their affiliates for civil actswhatever reason;
(2) Borrower quits from 1.1.4 where the Borrowers are engaged or dismissed by involved in criminal activities;
1.1.5 where any third party make claims against the Borrowers with an amount of RMB100,000 or more; or
1.1.6 where in accordance with the applicable PRC laws, the Lender or its affiliates;
(3) may directly hold the equity interests in the Borrower commits a crime or involves a crime;Company, the Borrower Company may lawfully continue with its business, and the Lender decides to exercise its exclusive purchase option under the Exclusive Option Agreement (the “Exclusive Option Agreement”) referred to herein.
1.2 The Subject to satisfaction of all conditions precedent set out in Section 2, the Lender agrees to remit the amount of such loan Loan to the bank account designated by the Borrower Borrowers within seven twenty (720) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 receipt of this Agreement are satisfiedthe written notice indicating the Borrowers’ demand for the Loan. The Borrower Borrowers shall issue confirmation notification an acknowledgement of receipt to the Lender on the same day receiving the amount of the loanwhen they receive such amount. The commitments of Loan extended by the Lender under this section are effective only to Agreement shall be utilized by the Borrower itselfBorrowers only, but and shall not be used by the Borrower’s inheritor successors or transfereeassignees of the Borrowers.
1.3 The Borrower agrees Borrowers agree to accept the above Loan extended by the Lender, and hereby agree and undertake to use the Loan for funding business development of the Borrower Company. Without prior written consent of the Lender, the Borrowers shall not use such loan provided by amount for any other purpose.
1.4 Both the Lender and agrees the Borrowers agree and warrants hereby such loan shall be used acknowledge that the Borrowers may make repayment only for establishing an advertisement company in Shanghai for the Borrower. Without following manner determined by the Lender’s prior written consent, : the Borrowers shall transfer all the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company Interests they hold to the Lender or other (the legal person or natural person) person designated by the Lender upon the Lender’s exercise of its option to buy the Borrower Interests under the Exclusive Option Agreement.
1.5 Both the Lender and the Borrowers agree and acknowledge that, to the extent permitted, any proceeds obtained by the Borrowers from transfer of the Borrower Interests shall be used for repaying for the Loan in accordance with this Agreement in such manner as designated by the Lender.
1.5 The 1.6 Both the Lender and the Borrower hereby jointly Borrowers agree and confirm acknowledge that, to the extent permitted by applicable laws, the Lender shall have the right but no obligation to buy, or designated other legal or natural persons to buy, in whole or in part the Borrower Interests at any time at the purchase price agreed under the Exclusive Option Agreement.
1.7 Both the Lender and the Borrowers agree and acknowledge that any proceeds raised from the transfer of Borrower’s Borrowers agree to create a pledge over all the equity interests they hold in the Borrower’s Borrower Company shall be paid in favor of the Lender to secure the debt repayment hereunder. For the avoidance of doubt, the Parties acknowledge that, in addition to the Lenderdebt under this Agreement, the principal debt secured by the equity pledge under this section also includes all the debts owed by the Borrowers and the Borrower Company to the Lender under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement and the Power of Attorney (as the consideration defined below).
1.8 Each of the loan provided by Borrowers has executed an irrevocable Power of Attorney (the Lender“Power of Attorney”), in under which they authorize the means Lender or any legal or natural person designated by the Lender in accordance with this Agreement and to exercise all their rights as the Agreement shall terminate simultaneouslyshareholders of the Borrower Company.
1.6 The Lender and 1.9 When the Borrowers transfer their Borrower hereby jointly agree and confirm that Interests to the Lender has or the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender, if the transfer price is equal to or lower than the principal of the Loan under this Agreement, the Loan under this Agreement shall be deemed to be interest free loan; if the transfer price is higher than the principal of the Loan under this Agreement, the portion of the transfer price in excess of the principal shall be deemed to be the interests on the principal of the Loan and shall be repaid by the Borrowers to the Lender.
Appears in 2 contracts
Samples: Loan Agreement (LexinFintech Holdings Ltd.), Loan Agreement (LexinFintech Holdings Ltd.)
Loan. 1.1 The Lender agrees to provide a long-term loan the Loan to the Borrowers as follows: providing RMB550, 000 to Borrower with the principal as RMB 500,000 in accordance with the terms A, and conditions set forth in this Agreement. RMB450, 000 to Borrow B.
1.2 Term for such loan will Loan shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations. During (the term or extended term of such loan"Term").
1.3 Notwithstanding the foregoing, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of in the following events occurscircumstances, Borrowers shall repay the Loan regardless if the Term has expired:
(1) Borrower becomes dead Borrowers decease or becomes become a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from Borrowers commit a crime or dismissed by the Lender or its affiliates;are involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest in the Borrower commits a crime or involves a crime;Company under the PRC law and Lender chooses to do so.
1.2 The 1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender agrees to shall remit the amount of such loan the Loan direct to the bank account designated by the Borrower Borrowers payment within seven (7) 7 days after receiving the Borrower’s written notification to use the loan, provided that all request of payment of Borrowers. Borrowers shall send a written receipt of the preconditions set forth in Section 2 of this Agreement are satisfied. Loan to Lender within 1 day after receiving the Loan.
1.5 The Borrower Loan shall issue confirmation notification only be used by Borrowers to the Lender on the day receiving the amount contribution of the loan. The commitments registered capital of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the BorrowerCompany. Without the Lender’s 's prior written consent, the Borrower Borrowers shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity their interests in the Borrower’s Company to any other third party.
1.4 The Lender and 1.6 Borrowers can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity their interests in the Borrower’s Company obtained by using the Loan to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The 1.7 Lender and the Borrower Borrowers hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity Borrowers' shares in the Borrower’s Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The Borrower warrants If Lender or the third party assignee designated by Lender only purchases part of Borrowers' interest in the Company, the purchase price shall be reduced on a pro rata basis.
1.8 In the event when Borrowers transfer their shares in the Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to a person designated by the LenderLender in full.
Appears in 2 contracts
Samples: Loan Agreement (China Finance Online Co. LTD), Loan Agreement (China Finance Online Co. LTD)
Loan. 1.1 The Lender agrees shall not be required to provide a long-term loan make the Loan hereunder unless (a) the Borrower shall, prior to or concurrently with the closing of the Loan, have paid all Fees then due and payable to the Lender hereunder, and (b) the Borrower shall have furnished to the Lender the following:
(i) The duly executed originals of the Loan Documents, including the Note, payable to the order of the Lender, this Agreement, the Mortgage, the Guaranties, the Environmental Indemnity and all of the Security Documents;
(A) Certificates of good standing for Guarantor and Borrower from their respective states of organization, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for Guarantor and Borrower, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdiction where the failure of Guarantor or Borrower to so qualify or be licensed (if required) would have a Material Adverse Effect;
(iii) Copies of the formation documents (including code of regulations, if appropriate) of Guarantor and Borrower, certified by an officer of Guarantor or Borrower, as appropriate, together with all amendments thereto;
(iv) Incumbency certificates, executed by officers of Guarantor which shall identify by name and title and bear the principal signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of Borrower, upon which certificate the Lender shall be entitled to rely until informed of any change in writing by Guarantor or Borrower;
(v) Copies, certified by a Secretary or an Assistant Secretary of the Borrower or Guarantor, as RMB 500,000 applicable, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Lender) authorizing the Loan provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and Guarantor hereunder;
(vi) A written opinion of Borrower’s and Guarantor’s counsel, addressed to the Lender in accordance substantially the form of Exhibit F hereto or such other form as the Lender may reasonably approve;
(vii) A written opinion from counsel in Florida, in form and substance satisfactory to Lender, as to the enforceability of the Mortgage;
(viii) A certificate, signed by an Authorized Officer of Guarantor and Borrower, stating that on the Agreement Execution Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the Agreement Execution Date provided that such certificate is in fact true and correct;
(ix) The most recent financial statements of Guarantor;
(x) UCC financing statement, judgment, and tax lien searches with respect to Borrower from its state of organization and the terms state in which the Collateral Asset is located;
(xi) Judgment, and conditions tax lien searches with respect to Guarantor from its state of organization and the state in which the Collateral Asset is located;
(xii) Written money transfer instructions, addressed to the Lender and signed by an Authorized Officer, together with such other related money transfer authorizations as the Lender may have reasonably requested;
(xiii) The initial Appraisal of the Collateral Asset;
(xiv) A survey for the Collateral Asset certified as set forth in this Agreement. Term Schedule 5 attached hereto to the Lender and in a form satisfactory to counsel for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil actsLender;
(2xv) A title policy with respect to the Collateral Asset complying with the requirements set forth in Schedule 6 attached hereto, showing no exceptions to title other than those permitted under the Mortgage, except such as may be approved by the Lender, naming the Lender as the insured under such policy and containing such endorsements as may be available in the State of Florida and as the Lender may require. The Lender shall have received evidence satisfactory to it that all premiums in respect of any endorsements, and all charges for mortgage recording tax, if any, have been paid;
(xvi) If any portion of any buildings included in the Collateral Asset is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, (i) a policy of flood insurance which (A) covers any parcel of improved real property which is encumbered by the Mortgage and (B) is written in an amount satisfactory to the Lender or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Borrower quits has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Collateral Asset is not located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other agency, the certification of the survey of the Collateral Asset to be delivered pursuant to clause (xiv) above shall include confirmation of such fact;
(xvii) Copies of all recorded documents with respect to the Collateral Asset referred to, or listed as exceptions to title in, the title policy referred to in Section 4.1(xvi) and a copy, certified by such parties as the Lender may deem appropriate, of all other documents materially affecting the Collateral Asset, including without limitation copies of any leases with tenants thereof;
(xviii) The results of a recent search by a Person satisfactory to the Lender, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of Borrower used in connection with the Collateral Asset and the results of such search shall be satisfactory to the Lender;
(xix) Evidence in form and substance reasonably satisfactory to it that all of the requirements for insurance as set forth in Schedule 7 attached hereto shall have been satisfied;
(xx) The Lender shall have received a current rent roll and current operating statement for the Collateral Asset;
(xxi) The most recent engineer’s report in Borrower’s possession on the condition of the improvements upon the Collateral Asset;
(xxii) A current Phase I report and certification (or Phase II report and certification, if required) for the Collateral Asset in form and substance reasonably satisfactory to the Lender;
(xxiii) A copy of each lease with a Major Tenant at the Collateral Asset;
(xxiv) Within thirty (30) days after the Agreement Execution Date, a recordable Subordination, Non-Disturbance and Attornment Agreement (in either Lender’s form or the form attached to the subject tenant’s lease) for execution by the Lender from each Major Tenant as well as any tenant with a record lease interest;
(xxv) A current estoppel certificate from each Major Tenant at the Collateral Asset, excluding any portions of such area leased to temporary or dismissed seasonal tenants, in each case in form and substance satisfactory to the Lender, provided, however Lender may accept the form of estoppel certificate obtained by Borrower from the Major Tenants as part of its acquisition of the Collateral Asset;
(xxvi) Evidence that Borrower has established the account required by the Account Agreement; and
(xxvii) Such other documents as the Lender or its affiliates;
(3) counsel may have reasonably requested, the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount form and substance of such loan which documents shall be reasonably acceptable to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereeparties and their respective counsel.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 2 contracts
Samples: Loan Agreement (Inland Diversified Real Estate Trust, Inc.), Loan Agreement (Inland Diversified Real Estate Trust, Inc.)
Loan. 1.1 The Lender agrees to provide a long-term loan 6.1 This Agreement is subject to the Borrower with suspensive condition that the principal as RMB 500,000 in accordance with Purchaser is able to raise a loan for an amount of not less than the terms Loan Amount against the security of a first mortgage of the Unit at and upon prevailing bank rates and conditions set forth within 21 (twenty one) ordinary days of the Signing Date or such later date as the Seller may determine by giving written notice to the Purchaser, failing which this Agreement shall lapse and be of no further force or effect and the parties shall be restored to the status quo ante. This condition shall be deemed to be fulfilled immediately after a letter is issued by a bank/financial institution stating that the loan has been approved in principle.
6.2 This Agreement is furthermore subject to the following suspensive conditions:
6.2.1 The issue of an Occupation Certificate by the relevant local authority;
6.2.2 The signing of a Completion Certificate by the Purchaser, stating that the Purchaser is completely satisfied that the dwelling has been completed in terms of this AgreementAgreement and approved building plans, and there are no major defects in the dwelling; and
6.2.3 The bank providing the bond attorneys with its favourable reassessment of the bond (if applicable) and the furnishing of a proceed instruction to the bond attorneys to enable the registration of the mortgage bond as provided for in clause 6.1. Term for such loan failing which this Agreement will automatically fail and will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term no further force or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loaneffect, provided that all the Parties will use their respective best endeavours to restore the status quo ante.
6.3 The suspensive condition contained in clause 6.1 is inserted for the benefit of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower Purchaser, and the Purchaser shall issue confirmation notification be entitled to waive same at any time prior to the Lender on date of fulfilment thereof, by written notice to the day receiving Seller.
6.4 The suspensive condition contained in clause 6.2 is inserted for the amount benefit of the loanSeller, and the Seller shall be entitled to waive same at any time prior to the date of fulfilment thereof, by written notice to the Purchaser.
6.5 The Purchaser undertakes to do all things reasonably necessary to procure a loan for the Loan Amount. The commitments In giving this undertaking the Purchaser warrants the accuracy of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereefinancial information provided by him/her.
1.3 The Borrower agrees 6.6 If the Purchaser fails to do all things reasonably necessary to procure a loan or fail to comply with or accept such loan provided any condition reasonably imposed by the Lender and agrees and warrants hereby such loan any potential lender, he/she shall be used only for establishing an advertisement company deemed to be in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount breach of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Seller shall be entitled at its election to regard this suspensive condition as having been fulfilled and may exercise its rights in terms of the breach clause. The Purchaser warrants that his financial position is such that having regard to the criteria or requirements usually applied by financial institutions, his application for a loan will not be refused.
6.7 The Attorney user codes / Panel Codes are as follows: ABSA: 2441 FNB: 2767 STANDARD BANK: 6803 LAW 2767 NEDBANK: 1769 SA HOMELOANS 97
6.8 If no amount is specified in clause 2.1.4 above or if such amount is stated to be zero (or equivalent wording) then the provisions of this clause 6 shall not apply and in which event this Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, not be subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights suspensive condition as a shareholder of the Borrower’s Company to a person designated by the Lendercontemplated herein.
Appears in 2 contracts
Samples: Deed of Sale, Deed of Sale
Loan. 1.1 The Lender agrees (a) Subject to provide a long-term loan to the compliance by Borrower with the principal as RMB 500,000 in accordance with all of the terms and conditions hereinafter set forth forth, and predicated on the representations and warranties of Borrower hereunder, all of which are material and are being relied upon by Lender, being true and complete as of closing and as of each date of funding, and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to advance funds to Borrower (a “Revolving Credit Loan”), from time to time, pursuant to Section 2.03, not to exceed, in the aggregate, the from time to time, Borrowing Base. Within the foregoing limits, Borrower may borrow under this AgreementSection 2.01(a), prepay under Section 2.05 and reborrow at any time during the Revolving Credit Period under this Section 2.01 (a). Term for such loan will be ten (10) years All advances not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to the Lender with respect thereto, shall be extended upon due and payable on the agreement last day of Both Parties through negotiations. During the term or extended term of such loan, the Revolving Credit Period.
(b) Borrower shall refund deliver to Lender as soon as possible following the loan ahead execution of this Agreement (with respect to the loan term or month ended March 31, 2004) and on the extended loan termthirtieth (30th) day of each month thereafter commencing April, if either 2004, a Borrowing Base Certificate in the form of Exhibit C attached hereto and incorporated herein by reference (a “Borrowing Base Certificate”) (together with such supporting information as the following events occursLender may reasonably request in connection therewith) setting forth:
(1i) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil actsthe Borrowing Base and its components as of the end of the immediately preceding month;
(2ii) Borrower quits from or dismissed the aggregate principal amount of all Revolving Credit Loans outstanding as of the end of the immediately preceding month; and
(iii) the aggregate undrawn face amount of all Letters of Credit outstanding as of the end of the immediately preceding month plus all unreimbursed drawings with respect thereto. The Borrowing Base shown in such Borrowing Base Certificate shall be and remain the Borrowing Base hereunder until the next Borrowing Base Certificate is delivered to the Lender, at which time the Borrowing Base shall be the amount shown in such subsequent Borrowing Base Certificate. Each Borrowing Base Certificate shall be certified (subject to normal year-end adjustments) as being true, correct and complete in all material respects by the Lender President or its affiliates;the chief financial officer of Borrower.
(3c) If at any time the Total Outstanding Revolving Credit Loans are greater than the Borrowing Base as shown on the most recent Borrowing Base Certificate, Borrower commits a crime shall be automatically required (without demand or involves a crime;
1.2 The Lender agrees to remit the amount notice of such loan to the account designated any kind by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loanLender, provided that all of which are hereby expressly waived by Borrower) to immediately repay the preconditions set forth Revolving Credit Loans and/or surrender for cancellation the outstanding Letters of Credit, in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification either case in an amount sufficient to the Lender on the day receiving reduce the amount of the loan. The commitments of the Lender under this section are effective only Total Outstanding Credit Loans to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company Borrowing Base, and to any other third party.
1.4 The Lender and reduce the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all Letter of Borrower’s equity in the Borrower’s Company Credit Obligations to the Lender or other (legal person or natural person) designated by the LenderLetter of Credit Sublimit.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Accentia Biopharmaceuticals Inc), Revolving Credit Agreement (Accentia Biopharmaceuticals Inc)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with 2.1 Based on the terms and conditions set forth of the Agreement, the Lender has agreed to provide the Borrower with a loan in this a principal amount of RMB130,806,000 after execution of the Agreement. Term The Borrower has confirmed that the loan may be provided by the Lender and/or a third party designated by the Lender. The Borrower may only apply the loan under the Agreement to pay the Equity Transfer Consideration to Ningbo Trustbridge according to the Equity Transfer Agreement and the Agreement. The Borrower shall sign an equity pledge agreement (as well as relevant supplementary agreement, if applicable) with the Lender according to the Lender’s requirements to pledge all its equity in the Target Company after the equity transfer to the Lender as a guarantee for loan repayment.
2.2 In particular, both parties have confirmed that the Lender’s being transferred the debt owed by the Borrower to Ningbo Trustbridge according to the Debt Transfer Agreement shall be deemed as the Lender’s provision of loan to the Borrower. In this case, the effective date of the debt transfer shall be the start date of the loan term (“Effective Date”).
2.3 The Lender has confirmed that it will not charge any interest on the loan. The loan term under the Agreement shall expire upon the earliest of: (1) expiry of twenty (20) years after the Effective Date; or (2) expiry of the operation period of the Lender; or (3) expiry of the operation period of the Target Company (“Loan Term”). After expiry of the Loan Term, the Borrower shall return all the monies in a lump sum on the expiry date of the Loan Term, unless the Lender agrees to extend the Loan Term. Moreover, under such circumstances, the Lender shall acquire or designate a third party to acquire all the equity held at the time by the Borrower in the Target Company at a transfer consideration equivalent to the loan will principal without breaching the applicable laws and regulations.
2.4 In the Loan Term, subject to Article 2.5 of the Agreement, the Lender may, at its absolute discretion, declare early maturity of the loan at any time and send a repayment notice (“Repayment Notice”) to any Borrower thirty (30) days in advance to request the Borrower to repay part or all of the monies.
2.5 If the Lender requests the Borrower to make repayment according to Article 2.4 hereof, the Lender shall acquire or designate a third party to acquire part of the equity held by the Borrower in the Target Company at a transfer consideration equivalent to the monies requested to be repaid without breaching the applicable laws and regulations. The ratio of the said equity required to be acquired to the equity held by the Borrower in the Target Company shall be the same as the ratio of the monies requested to be repaid to the total amount of the loan borrowed by the Borrower according to the Agreement. In this case, the Equity Transfer Consideration shall be offset by the relevant loan principal. If the Borrower receives any cash due to the aforesaid equity transfer, it shall pay the cash to the Lender within ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) working days after receiving the Borrower’s written notification same.
2.6 When the Borrower repays the monies according to use the loanaforesaid provisions of this article, provided that all the two parties shall complete the specified equity transfer and guarantee settlement of the preconditions set forth in Section 2 monies. At the same time, the Lender or the third party designated by the Lender shall have lawfully and completely been transferred the corresponding equity of this Agreement are satisfiedthe Target Company without any pledge or any other form of encumbrances according to the aforesaid provisions. The Borrower shall issue confirmation notification provide all reasonable assistance when the equity of the Target Company is transferred according to the Lender on the day receiving the amount of the loanaforesaid provisions. The commitments of Borrower shall cease to bear the Lender repayment obligations under this section are effective only to the Agreement after the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount has transferred all of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Target Company to the Lender or other the third party designated by the Lender according to this article, and has paid to the Lender all the dividends (legal person if any) obtained by the Borrower for holding the equity of the Target Company during the holding period and the earnings (if any) obtained by the Borrower for transferring all of its equity in the Target Company to the Lender or natural person) the third party designated by the Lender.
1.5 The Lender and 2.7 Both parties agree that the Borrower hereby jointly agree shall, at the time when the Agreement is executed, sign with the Lender an equity pledge agreement and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid an exclusive acquisition right agreement which format and content are satisfactory to the Lender, as and urge the consideration of the loan provided by the Lender, in the means designated by Target Company and the Lender in accordance with this Agreement to sign an agreement of exclusive management services and the Agreement shall terminate simultaneously.
1.6 The Lender business operations which format and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) content are satisfactory to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Puxin LTD)
Loan. 1.1 The Upon and subject to the terms hereof, the Lender agrees to provide the Borrower with, and the Borrower agrees to borrow from the Lender, a long-term loan in an aggregate amount of principal (the “Loan”) equivalent to a sum of (1) RMB400,000 (in word: Renminbi four hundred thousand) and (2) the tax payable in respect of the execution and performance of the Equity Transfer Agreement.
1.2 Within twelve (12) months after the execution date of this Agreement, the Borrower may notify in writing or orally the Lender from time to time to withdraw the Loan (the “Utilization Notice”). The Borrower shall inform the Lender of the information on the RMB bank account for loan withdrawal when the Utilization Notice is sent to the Lender.
1.3 The Lender shall release the Loan to the Borrower with within three (3) Working Days after the receipt of the Utilization Notice and remit the principal amount of the Loan to the RMB bank account as RMB 500,000 designated by the Borrower. The date on which the Lender releases the Loan to the Borrower is hereinafter referred to as the “Utilization Date”.
1.4 The Borrower hereby undertakes to use the Loan only for the purpose of paying the Consideration of Equity Transfer to Xxxxxx XXXX and the tax payable in accordance with respect of the terms execution and conditions set forth in performance of the Equity Transfer Agreement, and not to use the Loan for any other purpose.
1.5 The term of this Agreement. Term for such loan will Agreement (the “Term”) shall be ten (10) years and shall be from the Utilization Date, unless as extended upon the agreement of Both Parties through negotiationsLender’s consent or earlier terminated in accordance with the provisions hereof. During the term or extended term of such loanSubject to Article 1.6, the Borrower shall refund the loan ahead repay all amounts outstanding in respect of the loan term Loan (including any penalty or interest thereon) and any other compensation liability hereunder in accordance with Article 1.7 and Article 1.8 upon the extended loan termexpiry or early termination of the Term.
1.6 Without the Lender’s prior written consent (which may be granted at the Lender’s sole and absolute discretion on a case by case basis), if either the Borrower shall not make any prepayment of the Loan prior to the expiration of the Term, provided that in case of any one or more of the following events occurscircumstances, all amounts unpaid by the Borrower under the Loan shall become immediately due and payable and shall be repaid in accordance with Article 1.7 and Article 1.8:
(1a) the Borrower becomes dead deceased, bankrupt or becomes a person without capacity mentally incapacitated or with limited otherwise loses, or has limitations in, capacity for civil acts;
(2b) Borrower quits from the Borrower, for any reason, ceases to be the holder of Target Equity Interests, or dismissed the proportion of Target Equity Interests held by it is less than that set forth in Recital (A) above, except that the transfer of Target Equity Interests is consented by the Lender or its affiliatesLender;
(3c) the Borrower commits a crime violates its representations, warranties or involves a crimeundertakings under this Agreement in any material aspect;
1.2 The (d) the Borrower engages in any criminal act or is involved in any criminal activities; or
(e) thirty (30) days have passed since the Lender agrees gave a written notice to remit the Borrower requiring the repayment of the amount of such loan to the account designated unpaid by the Borrower within seven under the Loan (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereemay give such notice in its sole and absolute discretion).
1.3 The Borrower agrees to accept such loan 1.7 Unless as otherwise provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consentControlling Agreements, the Borrower shall not use repay the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan under this Agreement by transferring all of Borrower’s equity in the Borrower’s Company Target Equity Interests held by the Borrower to the Lender or other (legal a person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this the Call Option Agreement (Second Restatement), the Proxy Agreement (Second Restatement), the Business Cooperation Agreement (Second Restatement) and the Equity Pledge Agreement shall terminate simultaneously(Second Restatement) entered into by the Borrower with the Lender, the Domestic Company and certain other parties at the Lender’s reasonable request (collectively, the “Controlling Agreements”).
1.6 1.8 The Lender Borrower shall pay all interest of the Loan, together with the principal and penalty (if any), at the expiry or early termination of the Term or when each of such relevant amounts becomes due. If the Transfer Price (as defined in the Call Option Agreement) is higher than the amount of the repayable principal of the Loan hereunder, the excess amount shall be deemed as the interest payable in respect of the Loan, and the Borrower hereby jointly agree and confirm shall pay such interest in proportion to the percentage of the Target Equity Interests proposed to be transferred. If the aggregate amount of such interest is higher than the loan interest limit (if any) as prescribed by relevant laws, the Borrower shall pay the aforementioned excess amount to the Lender in a way as instructed by the Lender.
1.9 On the premise that the Lender Borrower has repaid the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase Loan in accordance with Article 1.7 by transferring all or part of Borrower’s equity in the Borrower’s Company at any price determined Target Equity Interests held by Both Parties, subject it to the permission of Lender or the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights person as a shareholder of the Borrower’s Company to a person designated by the Lender, the Borrower shall not have any further obligation to the Lender with regard to the principal, interest or penalty (if any), except that the Borrower is liable for the indemnification under Article 4.2.
1.10 Any part or whole of the Loan repaid by the Borrower under this Agreement may not be re-borrowed without the Lender’s consent.
Appears in 2 contracts
Samples: Loan Agreement (RISE Education Cayman LTD), Loan Agreement (RISE Education Cayman LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth of this Agreement, the Lender and the Borrower hereby acknowledge that the Borrower has obtained from the Lender a loan in the amount of RMB4,906,000 (the “Loan”). The term of the Loan shall be the period from the date hereof to the date the Loan is fully repaid or waived according to this Agreement. Term for such loan will be ten (10) years As the date hereof, according to the Former Loan Agreement and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loanthis Agreement, the Lender has provided to the Borrower shall refund and the Borrower has obtained from the Lender the total loan ahead in the amount of RMB7,359,000 (the loan term or the extended loan term, if either of the following events occurs:“Total Loan”) in aggregate.
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed 1.2 The Total Loan provided by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees shall inure to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification benefit only and not to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor successor(s) or transfereeassign(s).
1.3 The Borrower agrees to accept such loan the Total Loan provided by the Lender Lender, and hereby agrees on and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai using the Total Loan solely for the Borrowerpurchase of the Target Equity Interest as defined in this Agreement and the Former Loan Agreement respectively. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Total Loan for any purpose other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partythan set forth herein.
1.4 The Lender Parties agree and acknowledge that the repayment of the Total Loan by the Borrower jointly agree and confirm shall be that the Borrower shall refund transfer the loan only by transferring all current and future economic interest of Borrower’s equity the Target Equity Interest as defined in the Borrower’s Company this Agreement and the Former Loan Agreement respectively to the Lender. The Borrower undertakes to execute an Amended and Restated Economic Interest Transfer Agreement accordingly (including its amendments from time to time, the “Economic Interest Transfer Agreement”).
1.5 The Borrower undertakes to execute an Amended and Restated Exclusive Option Agreement (including its amendments from time to time, the “Exclusive Option Agreement”), under which, the Borrower grants the Lender an exclusive option with respect to the Target Equity Interest as defined in the this Agreement and the Former Loan Agreement respectively. To the extent permitted by the applicable PRC laws, the Lender shall have the right but not the obligation to purchase or designate other person(s) (legal or natural person(s)) to purchase the Target Equity Interest in part or in whole at any time, at the price stipulated in the Exclusive Option Agreement.
1.6 The Borrower undertakes to execute an Amended and Restated Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”), under which, the Borrower pledges to the Lender all the Target Equity Interest as defined in the this Agreement and the Former Loan Agreement respectively held by the Lender as security for the Lender’s obligations under this Agreement and relevant agreements.
1.7 The Borrower undertakes to execute an irrevocable Amended and Restated Power of Attorney (including its amendments from time to time, the “Power of Attorney”), which authorizes the Lender or other (a legal person or natural personperson(s) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer to exercise all of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderTarget Company.
Appears in 1 contract
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, Lender agrees to provide a loan in the amount of RMB 300,000.00 to Borrower. Term for such loan will The term of the Loan shall be ten (10) 20 years and shall from the date of this Agreement, which may be extended upon mutual consent of the agreement of Both Parties through negotiationsParties. During the term of the Loan or the extended term of such loanthe Loan, the Borrower shall refund immediately repay the loan ahead of Loan in the loan term event any one or the extended loan term, if either more of the following events occurscircumstances occur:
(1) Borrower becomes dead Borrower’s death, lack of or becomes a person without capacity or with limited capacity for limitations on civil actscapacity;
(2) Borrower quits from or dismissed by the ceases (for any reason) to be an employee of Lender or its affiliates;; or
(3) the Borrower commits a crime engages in criminal act or involves a crime;is involved in criminal activities.
1.2 The Lender agrees to remit the total amount of such loan the Loan to the account designated by the Borrower within seven (7) 7 days after receiving the Borrower’s a written notification to use from Borrower regarding the loan, provided that all of same. Borrower shall provide Lender with a written receipt for the preconditions set forth in Section 2 of this Agreement are satisfiedLoan on the date receiving the Loan. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Loan provided by Lender under this section are effective only Agreement shall inure to the Borrower itself, but not the Borrower’s inheritor benefit only and not to Borrower’s successors or transferee.assignees
1.3 The Borrower agrees to accept such loan the aforementioned Loan provided by the Lender Lender, and hereby agrees and warrants hereby such loan shall that the Loan will solely be used only for establishing an advertisement company as the registered capital of Beijing Hongcheng Education Technology Co., Ltd. (the “Company”) to be established by Borrower in Shanghai for the BorrowerBeijing. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Loan for any purpose other purpose than as set forth herein, or transfer or pledge mortgage any of its equity Equity Interest or other interest in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly hereby agree and confirm acknowledge that the Borrower shall refund the loan only by transferring all of Borrower’s equity in sole method of repayment shall be: transferring the Borrower’s Equity Interest in the Company in whole to the Lender or other Lender’s designated persons (legal person or natural person) designated by the Lenderpersons).
1.5 The Lender and the Borrower hereby jointly agree and confirm acknowledge that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Equity Interest in the Company shall be paid used to repay the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Loan to Lender in accordance with this Agreement and in the manner designated by Lender, and this Agreement shall terminate be terminated simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm acknowledge that to the extent permitted by applicable laws, Lender has shall have the right to, but has no not the obligation to, at any time, to purchase or designate the other persons (legal person or natural personpersons) to purchase Borrower’s Equity Interest in the Company in part or in whole at any time at the price agreed by the Parties. Borrower also undertakes to execute an irrevocable Power of Attorney, which authorizes Lender to exercise all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderCompany.
Appears in 1 contract
Samples: Loan Agreement (ChinaEdu CORP)
Loan. 1.1 The Lender agrees invest in or advance money or assets, (2) purchase. create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business, CESSATION OF ADVANCES. If lender has made any commitment to provide a long-term make any loan to the Borrower, whether under this Agreement or under any other agreement. lender shall have no obligation to make Loan Advances or to disburse loan proceeds if: (At Borrower with the principal as RMB 500,000 or any Guarantor is in accordance with default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any BUSINESS LOAN AGREEMENT (Continued) Page 4 Guarantor, or in the value of any Collateral securing any Loan; or ID) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself insecure, even though no Event of Default shall have occurred, RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account), This includes all accounts Borrower holds jointly with someone else and conditions set forth all accounts Borrower may open in the future, However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff wOlild be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loanparagraph, the Borrower shall refund the loan ahead of the loan term or the extended loan termDEFAULT, if either Each of the following events occurs:
(1) shall constitute an Event of Default under this Agreement: Payment Defalilt, Borrower becomes dead fails to make any payment when due under the Loan, Other Defaults, Borrower fails to comply with or becomes a person without capacity to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with limited capacity for civil acts;
(2) or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower, Defalilt in Favor of Third Parties, Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the any Grantor defaults under any loan, provided that all extension of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itselfcredit, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any timesecurity agreement, purchase or designate the sales agreement, or any other (legal agreement, in favor of any other creditor or person or natural person) to purchase all or part that may materially affect any of Borrower’s equity 's or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents, False Statements, Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the Borrower’s Company time made or furnished or becomes false or misleading at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lendertime thereafter.
Appears in 1 contract
Samples: Lease
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 [ ] in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) the Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) the Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
(4) any other third party claim more than RMB[ ] against the Borrower;
(5) foreign investors are permitted to invest in the business of value-added telecommunication and the relevant authorities begin to approve such business in accordance with the applicable laws of PRC.
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s 's written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s 's inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company the investment in Shanghai for the Borrower's Company to expand the business of the company. Without the Lender’s 's prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s 's Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s 's equity in the Borrower’s 's Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s 's equity in the Borrower’s 's Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s 's equity in the Borrower’s 's Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s 's Company to a person designated by the Lender.
Appears in 1 contract
Samples: Loan Agreement (Linktone LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as amount equivalent to RMB 500,000 9,000,000 for investment in ATA Intelligent Learning in accordance with the terms and conditions set forth in this Agreementherein (the “Loan”). Term The term for such loan will the Loan shall be ten (10) years and shall which may be extended upon the agreement Agreement of Both the Parties through negotiations(the “Term”). During Notwithstanding the term or extended term of such loanforegoing, in the following circumstances, the Borrower shall refund repay the loan ahead of Loan regardless if the loan term or the extended loan term, if either of the following events occursTerm has expired:
(1) 1.1.1 the Loan shall be due 30 days upon receiving written notice from the Lender requesting for repayment;
1.1.2 the Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) 1.1.3 for any reason, when the Borrower quits from or dismissed by no longer works for the Lender Lender, ATA Intelligent Learning or its affiliates;
(3) 1.1.4 the Borrower commits a crime or involves is involved in a crimecriminal act;
1.1.5 any third party claiming from the Borrower for payment of more than RMB 100,000; or
1.1.6 according to applicable PRC laws, foreign investors may invest in value-added telecommunication services through controlled or wholly-owned companies in China and/or other business as approved by the Lender, and the relevant Chinese authorities have begun approving such businesses, and the Lender decides to exercise the exclusive right of purchase in the “Call Option and Cooperation Agreement” as described under this Agreement (hereinafter referred to as the “Call Option and Cooperation Agreement”).
1.2 The Lender agrees to shall remit the Loan amount of such loan in full to the an account designated by the Borrower within seven twenty (720) days after receiving the Borrower’s written notification to use the loandisbursement notice in writing, provided that all of the preconditions conditions precedent to the disbursement set forth in Section 2 of this Agreement are have been fully satisfied. The Borrower shall issue deliver a written confirmation notification to the Lender on the same day after receiving the amount of the loanabove Loan. The commitments of the Lender Loan under this section are effective Agreement is only applicable to the Borrower itselfBorrower, but and cannot be assigned to the Borrower’s inheritor heirs or transfereeany assignees.
1.3 The Borrower agrees to accept such loan the abovementioned Loan provided by the Lender Lender, and hereby agrees and warrants hereby such loan shall that, the Loan will be used only for establishing an advertisement company capital investment in Shanghai for the BorrowerATA Intelligent Learning to develop its business. Without Unless with the Lender’s prior written consent, the Borrower shall not use the amount of such loan abovementioned Loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partypurpose.
1.4 The Lender and the Borrower jointly agree hereby consent and confirm that that, unless both the Lender and the Borrower shall refund agree otherwise, the loan Borrower’s repayment method can only be determined by transferring all of the Lender and may take the following form: according to the purchase rights and the Lender having the right to purchase the Borrower’s equity provision as defined in the Call Option and Cooperation Agreement, the Borrower transfers all of the Borrower’s Company equity to the Lender or other any person designated by the Lender (legal person or natural person) designated by the Lender).
1.5 The Lender and the Borrower hereby jointly agree consent and confirm that that, any proceeds raised from that the transfer of Borrower’s equity in Borrower receives through transferring the Borrower’s Company equity, if permitted, shall be used as the Loan repayment to the Lender according to this Agreement, and shall be paid to in the Lender, method as the consideration of the loan provided defined by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right toright, but has no not obligation to, at any timetime to, purchase or designate the other a third Party (legal person or natural person) to purchase all or part of the Borrower’s equity at a price as defined in the Borrower’s Company at any price determined by Both Parties, subject to Call Option and Cooperation Agreement (as permitted under the permission of the PRC law. ).
1.7 The Borrower warrants undertakes to issue sign an irrevocable proxy Power of Attorney (hereinafter referred to confer as the “Power of Attorney”) and to delegate all its his rights as a shareholder of ATA Intelligent Learning to the Borrower’s Company to Lender or a legal person or natural person designated by the Lender.
1.8 In the event the Borrower transfers the Borrower’s equity in ATA Intelligent Learning to the Lender or a third Party transferee designated by the Lender, if the amount of actual transfer price equals or is less than the principal amount of the Loan, or the Borrower and the Lender confirm jointly to repay the Loan in cash, the Loan shall be deemed as interest free; if the amount of the actual transfer price is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and shall be paid by the Borrower to the Lender in full.
Appears in 1 contract
Samples: Loan Agreement (ATA Inc.)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this AgreementContract, the Lender agrees to extend a loan totaling RMB49,000,000.00 (the “Loan”) to the Borrowers. Term for such loan will The term of the Loan shall be ten (10) years and as from the execution date of this Contract. Unless otherwise agreed by the Parties in writing, the term of the Loan shall be extended renewed automatically upon the agreement each of Both Parties through negotiations. its expirations for another ten (10) years.
1.2 During the term original or extended renewed term of such loanthe Loan, the Borrowers must make prepayment immediately upon occurrence of any of the following circumstances:
1.1.1 where the 30-day period expires after the Borrowers receive the written notice demanding repayment from the Lender;
1.1.2 where the Borrower, in the case of an individual, dies, losses or becomes limited in terms of civil capacity, or in the case of a limited liability company, is dissolved or liquidated;
1.1.3 where the Borrowers are no longer employed by the Lender, the Borrower shall refund the loan ahead of the loan term Company or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity their affiliates for civil actswhatever reason;
(2) Borrower quits from 1.1.4 where the Borrowers are engaged or dismissed by involved in criminal activities;
1.1.5 where any third party make claims against the Borrowers with an amount of RMB100,000 or more; or
1.1.6 where in accordance with the applicable PRC laws, the Lender or its affiliates;
(3) may directly hold the equity interests in the Borrower commits a crime or involves a crime;Company, the Borrower Company may lawfully continue with its business, and the Lender decides to exercise its exclusive purchase option under the exclusive purchase option contract (the “Exclusive Purchase Option Contract”) referred to herein.
1.2 The Subject to satisfaction of all conditions precedent set out in Section 2, the Lender agrees to remit the amount of such loan Loan to the bank account designated by the Borrower Borrowers within seven twenty (720) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 receipt of this Agreement are satisfiedthe written notice indicating the Borrowers’ demand for the Loan. The Borrower Borrowers shall issue confirmation notification an acknowledgement of receipt to the Lender on the same day receiving the amount of the loanwhen they receive such amount. The commitments of Loan extended by the Lender under this section are effective only to Contract shall be utilized by the Borrower itselfBorrowers only, but and shall not be used by the Borrower’s inheritor successors or transfereeassignees of the Borrowers.
1.3 The Borrower agrees Borrowers agree to accept the above Loan extended by the Lender, and hereby agree and undertake to use the Loan for funding business development of the Borrower Company. Without prior written consent of the Lender, the Borrowers shall not use such loan provided by amount for any other purpose.
1.4 Both the Lender and agrees the Borrowers agree and warrants hereby such loan shall be used acknowledge that the Borrowers may make repayment only for establishing an advertisement company in Shanghai for the Borrower. Without following manner determined by the Lender’s prior written consent, : the Borrowers shall transfer all the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company Interests they hold to the Lender or other (the legal person or natural person) person designated by the Lender upon the Lender’s exercise of its option to buy the Borrower Interests under the Exclusive Purchase Option Contract.
1.5 Both the Lender and the Borrowers agree and acknowledge that, to the extent permitted, any proceeds obtained by the Borrowers from transfer of the Borrower Interests shall be used for repaying for the Loan in accordance with this Contract in such manner as designated by the Lender.
1.5 The 1.6 Both the Lender and the Borrower hereby jointly Borrowers agree and confirm acknowledge that, to the extent permitted by applicable laws, the Lender shall have the right but no obligation to buy, or designated other legal or natural persons to buy, in whole or in part the Borrower Interests at any time at the purchase price agreed under the Exclusive Purchase Option Contract.
1.7 Both the Lender and the Borrowers agree and acknowledge that any proceeds raised from the transfer of Borrower’s Borrowers agree to create a pledge over all the equity interests they hold in the Borrower’s Borrower Company shall be paid in favor of the Lender to secure the debt repayment hereunder. For the avoidance of doubt, the Parties acknowledge that, in addition to the Lenderdebt under this Contract, the principal debt secured by the equity pledge under this section also includes all the debts owed by the Borrowers and the Borrower Company to the Lender under the Exclusive Business Cooperation Agreement, the Exclusive Purchase Option Contract and the Power of Attorney Agreement (as the consideration defined below).
1.8 Each of the loan provided by Borrowers has executed an irrevocable Power of Attorney Agreement (the Lender“Power of Attorney Agreement”), in under which they authorize the means Lender or any legal or natural person designated by the Lender in accordance with this Agreement and to exercise all their rights as the Agreement shall terminate simultaneouslyshareholders of the Borrower Company.
1.6 The Lender and 1.9 When the Borrowers transfer their Borrower hereby jointly agree and confirm that Interests to the Lender has or the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender, if the transfer price is equal to or lower than the principal of the Loan under this Contract, the Loan under this Contract shall be deemed to be interest free loan; if the transfer price is higher than the principal of the Loan under this Contract, the portion of the transfer price in excess of the principal shall be deemed to be the interests on the principal of the Loan and shall be repaid by the Borrowers to the Lender.
Appears in 1 contract
Loan. 1.1 The (a) (a) Subject to the terms and conditions hereof, Lender agrees to provide a long-term loan make the Loan to the Borrower with in the principal as RMB 500,000 amount outstanding at any one time not to exceed the Maximum Loan Amount. During the Commitment Period, Borrower may utilize the Commitment by requesting Loan Advances, Borrower may repay the Loan in whole or in part at any time during such period, and additional Loan Advances may be made all in accordance with the terms and conditions set forth in this Agreementhereof. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes Lender’s obligation to make a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan Loan Advance pursuant to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 terms of this Agreement are satisfiedshall terminate on the Termination Date. The Borrower Notwithstanding the foregoing, Lender shall issue confirmation notification have no commitment or obligation to make any Loan Advance in connection with pledged Servicing Rights to the extent such Loan Advance exceeds the lesser of (i) the Maximum Servicing Rights Loan Amount and (ii) the Servicing Rights Borrowing Base. Notwithstanding the foregoing, Lender shall have no commitment or obligation to make any Loan Advance in connection with Receivables to the extent such Loan Advance exceeds the lesser of (i) the Maximum Servicer Advance Loan Amount and (ii) the Receivables Borrowing Base.
(b) The Loan shall initially be evidenced by a single amended and restated promissory note (the “Note”) of Borrower in the form of Exhibit A hereto dated the Closing Date and payable to Lender. Borrower agrees that Lender is authorized to record on the day receiving Note (i) the date and amount of each Loan Advance made by Lender pursuant hereto and (ii) the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender date and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all each payment of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer principal of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lendereach Loan Advance, in the means designated by the books and records of Lender in accordance with this Agreement such manner as is reasonable and customary for Lender, and that a certificate of an officer of Lender, setting forth in reasonable detail the Agreement information so recorded, shall terminate simultaneously.
1.6 The Lender and constitute prima facie evidence of the Borrower hereby jointly agree and confirm accuracy of the information so recorded, absent manifest error; provided that the failure to make any such recording shall not in any way affect the Obligations of Borrower or the rights of Lender has hereunder or under the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderNote.
Appears in 1 contract
Samples: Loan and Security Agreement (Pennymac Financial Services, Inc.)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as amount equivalent to RMB 500,000 5 million for investment in ATA Intelligent Learning in accordance with the terms and conditions set forth in this Agreementherein (the “Loan”). Term The term for such loan will the Loan shall be ten (10) years and shall which may be extended upon the agreement Agreement of Both the Parties through negotiations(the “Term”). During Notwithstanding the term or extended term of such loanforegoing, in the following circumstances, the Borrower shall refund repay the loan ahead of Loan regardless if the loan term or the extended loan term, if either of the following events occursTerm has expired:
(1) 1.1.1 the Loan shall be due 30 days upon receiving written notice from the Lender requesting for repayment;
1.1.2 the Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) 1.1.3 for any reason, when the Borrower quits from or dismissed by no longer works for the Lender Lender, ATA Intelligent Learning or its affiliates;
(3) 1.1.4 the Borrower commits a crime or involves is involved in a crimecriminal act;
1.1.5 any third party claiming from the Borrower for payment of more than RMB 100,000; or
1.1.6 according to applicable PRC laws, foreign investors may invest in value-added telecommunication services through controlled or wholly-owned companies in China and/or other business as approved by the Lender, and the relevant Chinese authorities have begun approving such businesses, and the Lender decides to exercise the exclusive right of purchase in the "Call Option and Cooperation Agreement" as described under this Agreement (hereinafter referred to as the "Call Option and Cooperation Agreement").
1.2 The Lender agrees to shall remit the Loan amount of such loan in full to the an account designated by the Borrower within seven twenty (720) days after receiving the Borrower’s written notification to use the loandisbursement notice in writing, provided that all of the preconditions conditions precedent to the disbursement set forth in Section 2 of this Agreement are have been fully satisfied. The Borrower shall issue deliver a written confirmation notification to the Lender on the same day after receiving the amount of the loanabove Loan. The commitments of the Lender Loan under this section are effective Agreement is only applicable to the Borrower itselfBorrower, but and cannot be assigned to the Borrower’s inheritor 's heirs or transfereeany assignees.
1.3 The Borrower agrees to accept such loan the abovementioned Loan provided by the Lender Lender, and hereby agrees and warrants hereby such loan shall that, the Loan will be used only for establishing an advertisement company capital investment in Shanghai for the BorrowerATA Intelligent Learning to develop its business. Without Unless with the Lender’s prior written consent, the Borrower shall not use the amount of such loan abovementioned Loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partypurpose.
1.4 The Lender and the Borrower jointly agree hereby consent and confirm that that, unless both the Lender and the Borrower shall refund agree otherwise, the loan Borrower’s repayment method can only be determined by transferring all of the Lender and may take the following form: according to the purchase rights and the Lender having the right to purchase the Borrower’s equity provision as defined in the Call Option and Cooperation Agreement, the Borrower transfers all of the Borrower’s Company equity to the Lender or other any person designated by the Lender (legal person or natural person) designated by the Lender).
1.5 The Lender and the Borrower hereby jointly agree consent and confirm that that, any proceeds raised from that the transfer of Borrower’s equity in Borrower receives through transferring the Borrower’s Company equity, if permitted, shall be used as the Loan repayment to the Lender according to this Agreement, and shall be paid to in the Lender, method as the consideration of the loan provided defined by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right toright, but has no not obligation to, at any timetime to, purchase or designate the other a third Party (legal person or natural person) to purchase all or part of the Borrower’s equity at a price as defined in the Borrower’s Company at any price determined by Both Parties, subject to Call Option and Cooperation Agreement (as permitted under the permission of the PRC law. ).
1.7 The Borrower warrants undertakes to issue sign an irrevocable proxy Power of Attorney (hereinafter referred to confer as the “Power of Attorney”) and to delegate all its his rights as a shareholder of ATA Intelligent Learning to the Borrower’s Company to Lender or a legal person or natural person designated by the Lender.
1.8 In the event the Borrower transfers the Borrower’s equity in ATA Intelligent Learning to the Lender or a third Party transferee designated by the Lender, if the amount of actual transfer price equals or is less than the principal amount of the Loan, or the Borrower and the Lender confirm jointly to repay the Loan in cash, the Loan shall be deemed as interest free; if the amount of the actual transfer price is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and shall be paid by the Borrower to the Lender in full.
Appears in 1 contract
Loan. 1.1 The a. Upon the request of Borrower, made from time to time during the term hereof, Lender agrees to provide lend Borrower an aggregate principal amount not to exceed the lesser of (i) the Total Credit Facility or (ii) Borrower's Availability; provided, however, no Advances will be made to Borrower if a long-term loan Default or an Event of Default exists. All such Advances shall be added to the Loan when made. Subject to the other terms and conditions of this Agreement, funds paid by Borrower with to Lender in full or partial repayment of the principal Loan, during the term of this Agreement, may be re-borrowed by Borrower.
b. Lender, in its sole and absolute discretion, may elect to make Advances in excess of Borrower's Availability on one or more occasions (such financial accommodations are hereinafter referred to as RMB 500,000 in accordance with "Over Advances"), but if it does so, Lender shall not be deemed thereby to have changed the limits of the Total Credit Facility or Availability. Immediately upon demand by Lender for repayment of the Over Advance, Borrower shall make such payment, without penalty or fee. All Over Advances shall constitute part of the Loan hereunder and shall be subject to all of the terms and conditions set forth in of this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan.
c. Upon Lender's request, the each time Borrower requests an Advance, Borrower shall refund the loan ahead deliver to Lender a Collateral and Loan Status Report and Monthly Report of the loan term Delinquent Accounts on forms provided by Lender (or the extended loan termon such other form approved by Lender), if either of the following events occurs:
(1) in which Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or has computed its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loanAvailability, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments requested Advance, and has provided the other information requested therein.
d. Each Advance request shall be conclusively presumed to be made by a person authorized by Borrower to do so and the transmittal by Lender to Borrower of the requested Advance to Borrower's bank account shall conclusively establish the obligation of Borrower to repay such Advance as provided herein. All Lender's Expenses and other charges due from Borrower to Lender under pursuant to this section are effective only Agreement, may, at Lender's option, be charged as Advances to the Loan as of the date due from Borrower itself, but not or the Borrower’s inheritor date paid or transferee.
1.3 The Borrower agrees to accept such loan provided incurred by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneouslycase may be.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Loan. 1.1 The Subject to the terms and conditions hereof, the Lender agrees to provide the Borrowers a long-loan of RMBone million (of which RMB950,000 is borrowed by Xxxxx Xxxx and RMB50,000 is borrowed by Xxx Xxxxx). The term loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan termis ten years, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed and is renewable upon approval by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;both Parties.
1.2 The Subject to the full satisfaction of all the precedent conditions provided in Article 2 hereof, the Lender agrees to remit the amount of such said loan to the account designated by the Borrower Borrowers in one lump sum within seven (7) days after receiving a written notice requesting the Borrower’s written notification to use loan from the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfiedBorrowers. The Borrower Borrowers shall issue a receipt confirmation notification to the Lender on the same day receiving as they receive the amount of the loanaforesaid monies. The commitments of loan undertakings made by the Lender under this section are effective paragraph shall only apply to the Borrower itselfBorrowers themseleves, but will not the Borrower’s inheritor apply to any successor or transfereeassigns thereof.
1.3 The Borrower agrees Borrowers agree to accept such receive the aforesaid loan provided by the Lender Lender, and agrees hereby agree and warrants hereby such guarantee to use the loan shall be used only for establishing an advertisement company in Shanghai for financing of the BorrowerBorrowers’ Company so as to develop the business of the Borrowers’ Company. Without Unless the Lender’s prior written consentconsent of the Lender is obtained, the Borrower Borrowers shall not use the amount of such loan for any other purpose or transfer or pledge its equity mortgage their equities or other interests in the Borrower’s Borrowers’ Company to any other third party.
1.4 The Lender and the Borrower jointly Borrowers hereby unanimously agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated extent permissible by the Lender.
1.5 The applicable laws, the Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid entitled but not be obliged to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other another person (whether a legal person or natural person) to purchase at any time, all or part of Borrower’s equity the equities held by the Borrowers in the Borrower’s Borrowers’ Company at any a price determined agreed by Both both Parties, subject to .
1.5 The Lender and the permission of Borrowers hereby unanimously agree and confirm that the law. The Borrower warrants to issue loan hereunder is an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lenderinterest-free loan.
Appears in 1 contract
Loan. 1.1 2.1 The Borrower agrees to borrow from the Lender and the Lender agrees to provide a long-term loan make available and extend to the Borrower, at its sole and absolute discretion, the Loan, for an amount as mentioned in the Application Form and Schedule I, for the purpose as mentioned in the Application Form, on the terms and conditions contained in this Agreement and in other Loan Documents.
2.2 The disbursement of the Loan may be made directly to the Borrower with in one lump sum or in such Instalments as per the principal as RMB 500,000 details provided under the Application Form and Schedule I, subject to the terms and conditions contained herein. The Borrower understands that where BFL disburses the Loan to the Borrower using the IMPS facility and the Loan amount exceeds Rs 2 (two) lacs, the Loan amount will be received by the Borrower in multiples of Rs. 2 (two) lacs.
2.3 The disbursement of the Loan shall be made in accordance with the RTGS business hours as notified by the RBI from time to time. The Lender shall not in any event or circumstance be liable or be construed as being liable in case there is any delay(s) in disbursement of the Loan on account of any technical or system errors, etc.
2.4 The Borrower may also avail:
(a) the Additional Loan by executing the Additional Loan Addendum; and
(b) the Flexi Drawdown, in the form and manner prescribed by the Lender. The Flexi Drawdown and the Additional Loan shall be subject to the terms and conditions set forth of the Loan Documents, such other terms and conditions as may be prescribed by the Lender in this Agreementregard and the Additional Loan Addendum, as the case may be. Term The Borrower applying for such loan will be ten (10) years the Additional Loan is required to execute the Additional Loan Addendum.
2.5 The Borrower shall pay interest on the Loan on the Interest Payment Date at the applicable Interest Rate. Subject to the commencement of Interest Payment Date with respect to the Loan, all interest accruing on the Outstanding Dues under the Loan shall accrue from day to day and shall be extended upon the agreement calculated on a reducing balance by taking a base of Both Parties through negotiations365 (three hundred and sixty five) days per year. During the term or extended term of such loan, Further the Borrower shall refund pay the loan ahead Flexi Fee to the Lender for availing Flexi Term Loan, Flexi Hybrid Loan and Flexi Interest-only Loan, as detailed under Schedule II of this agreement.
2.6 The Lender shall be entitled to revise the Interest Rate at any time and from time to time as per its policy, if any, during the Loan Tenure, at its sole discretion or due to change in the regulatory requirements including any guidelines/regulations issued by RBI and such revised Interest Rate shall be deemed to form part of the loan term or Loan and the extended loan term, if either Borrower shall also be liable to pay such revised amount of interest on the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed Loan in such manner and within such period as may be determined by the Lender or in its affiliates;
(3) sole discretion. Any revision in the Interest Rate shall be effective from a prospective date and the Lender shall notify the Borrower commits a crime or involves a crime;
1.2 in advance to this effect and the same would be binding upon the Borrower. The Lender shall also notify any change in the Interest Rate by updating the same on its Website. Further the Borrower understands and acknowledges that the Interest Rate specified by BFL is Fixed rate of interest, unless otherwise expressly mentioned in Schedule II of this Agreement.
2.7 The Borrower agrees to remit repay the amount of such loan to Monthly Instalments and the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification Outstanding Dues to the Lender on or before the day receiving Repayment Date using the Repayment Modes as set out in Schedule II, or in such manner and at such place, as may be agreed between the Borrower and Lender, from time to time during the course of this Agreement. The instructions for the ECS as provided by the Borrower shall be open ended and will cover the maximum principal amount under the Loan and other Outstanding Dues thereon. The Lender may, at the request of the loanBorrower in writing, agree to change the Repayment Mode. The commitments Borrower understands and agrees that an annual maintenance charge shall have to be paid by the Borrower on an annual basis at the rate as mentioned in Schedule II.
2.8 In the event the Borrower defaults in payment of the Outstanding Dues or the credit rating of the Borrower falls below the required criteria fixed by the Lender under this section are effective only as per its internal policy or the Borrower resigns/is terminated from the employment or for any other reason deemed fit by the Lender, the Lender shall be entitled to terminate the Flexi Assigned Limit provided to the Borrower itselfor disallow further drawdowns under the Loan and in case of Flexi Interestonly Loan, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by Flexi Hybrid Loan and Flexi Term Loan, the Lender and agrees and warrants hereby mayrevise the Monthly Instalment such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, that the Borrower shall not use repay principal and/or interest amount to the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm agrees that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company it shall be paid liable to pay such revised Monthly Instalment as per the Lender, as the consideration of the loan provided by the Lender, in the means designated repayment schedule revised by the Lender at its sole discretion. Such revision in accordance with this Agreement the Monthly Instalment and repayment schedule shall be effective from a prospective date and the Agreement Lender shall terminate simultaneously.
1.6 notify the Borrower in advance to this effect and the same would be binding upon the Borrower. The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation tomay, at any time, purchase or designate in its sole discretion, recall / foreclose the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject Loan without prior notice to the permission of Borrower and revise the lawrepayment schedule in its sole and absolute discretion. The Borrower warrants agrees and undertakes to forthwith issue an irrevocable proxy fresh PDCs/ECS instruction to confer all the Lender in the event of any revision in the repayment schedule. The PDCs shall be presented for the encashment in case the Monthly Instalment through ECS is not processed due to any technical issue or otherwise. However, the Lender has a right to take action against the Borrower in case of default by the Borrower in payment of Monthly Instalments through ECS. The Borrower confirms having perused, understood the Lender’s method of calculating the interest on the Loan on reducing balance rate and also the calculation of the Monthly Instalments.
2.9 Notwithstanding anything contained in this Agreement, the Lender may at any time in its rights sole discretion and without assigning any reason whatsoever, call upon the Borrower to pay the Outstanding Dues and thereupon the Borrower shall within 15 (fifteen) days of being so called upon pay the whole of the Outstanding Dues to the Lender without any delay or demur. The liability of the Borrower to the Lender shall not be discharged until and unless the Borrower has paid or discharged the Outstanding Dues owed to the Lender under this Agreement.
2.10 The Monthly Instalments shall automatically change by reason of change in any rates, taxes, charges, imposts, levies and monies whatsoever that are or may be levied on the Monthly Instalments or the transaction contemplated hereunder or may become payable by the Borrower by virtue of this Agreement. Such change in the Monthly Instalments due to change in the rates, taxes, charges, imposts, levies and monies as a shareholder stated above shall be effected only prospectively and the same shall automatically form part of the Loan.
2.11 At the written request of the Borrower’s Company to a person designated , the Lender may foreclose the Loan by accepting the Lenderpre-payment of the Outstanding Dues (‘ Pre-Payment’). The Pre-Payment of the Outstanding Dues may be either full Pre-Payment or part Pre-Payment as described below.
Appears in 1 contract
Samples: Loan Agreement
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 5,000,000 in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) the Borrower becomes dead dies or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower Yang Lei quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
(4) any other third party claim more than RMB2,000,000 against the Borrower;
(5) foreign investors are permitted to invest in the business of value-added telecommunication and the relevant authorities begin to approve such business in accordance with the applicable laws of PRC.
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written 's written
10.17 notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s 's inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company the investment in Shanghai for the Borrower's Company to expand the business of the company. Without the Lender’s 's prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s 's Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Loan Agreement (Linktone LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender agrees to provide a loan with the Borrower in an aggregate amount of RMB 3,610,600 (the “Loan”). Term for such loan will be ten (10) years and The term of the Loan shall be extended 10 years from the date hereof (the “Term of the Loan”). Unless otherwise mutually written consent of the Parties, the Loan shall be automatically renewed for another 10 years upon the agreement of Both Parties through negotiations. each expiration.
1.2 During the term of the Loan or the extended term of such loanthe Loan, the Borrower shall refund immediately repay the loan ahead of Loan in the loan term or the extended loan term, if either event that any of the following events occurscircumstances occur:
(1) Borrower becomes dead 1.2.1 The Borrower’s death, lack, or becomes a person without capacity or with limited capacity for limitation of civil actscapacity;
1.2.2 The Borrower ceases (2for any reason) to be an employee of or holding any equity interest in the Lender, the Borrower quits from Company or dismissed by the Lender or its their affiliates;
(3) 1.2.3 The Borrower engages in or is involved in criminal activities;
1.2.4 According to applicable PRC laws, the Lender is able to directly hold the equity interests in the Borrower commits a crime Company, and the Borrower Company can lawfully continue conducting its business, and the Lender decides to exercise the exclusive call option under the Exclusive Call Option Agreement (the “Exclusive Call Option Agreement”) described in this Agreement; or
1.2.5 In addition to the foregoing, at any time during the term of the Loan, the Lender may, in its absolute discretion, determine to accelerate the maturity of the Loan and require the Borrower to repay part or involves a crime;all of the Loan.
1.2 1.3 The Lender agrees to remit the amount of such loan Loan to the account designated by the Borrower within seven (7) 10 days after receiving the Borrower’s written notification to notice of requesting use of the loanLoan, provided that all of the preconditions set forth stipulated in Section 2 of this Agreement are hereof have been satisfied. The Borrower shall issue a collection confirmation notification to the Lender on the day of receipt of the aforesaid amount. The Borrower shall, within 10 days of receiving the Loan, use the Loan to pay up the amount of the loannewly increased register capital of the Borrower Company that she has subsribed. The commitments of Loan provided by the Lender under this section are effective only Agreement shall inure to the Borrower itself, but not the Borrower’s inheritor benefit only and not to the Borrower’s successor (s) or transfereeassign (s).
1.3 1.4 The Borrower agrees to accept such loan the aforementioned Loan provided by the Lender Lender, and hereby agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for using the BorrowerLoan to provide the Borrower Company with the funds to develop the business of the Borrower Company. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Loan for any purpose other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lenderthan as set forth herein.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company method of repayment shall be paid as follows: the Borrower transfers the Borrower Equity Interest in whole to the Lender or the Lender’s designated persons (legal or natural persons) pursuant to the Lender, as ’s exercise of its right to acquire the consideration of the loan provided by the Lender, in the means designated by the Lender Borrower Equity Interest in accordance with this the Lender’s exercise of its right to acquire the Borrower Equity Interest as set forth in the Exclusive Call Option Agreement and the Agreement shall terminate simultaneously(as defined below).
1.6 The Lender and the Borrower hereby jointly agree and confirm acknowledge that any proceeds from the transfer of the Borrower Equity Interest (to the extent permissible) shall be used by the Borrower to repay the Loan to the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in accordance with this Agreement and in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person manner designated by the Lender.
1.7 The Lender and the Borrower hereby agree and acknowledge that to the extent permitted by the applicable laws, the Lender shall have the right but not the obligation to purchase or designate other persons (legal or natural persons) to purchase the Borrower Equity Interest in part or in whole at any time, at the Equity Interest Purchase Price stipulated in the Exclusive Call Option Agreement.
1.8 The Lender and the Borrower hereby agree and acknowledge that, to secure the repayment of the liabilities under this Agreement, the Borrower agrees to pledge to the Lender all of the equity interests held by the Borrower in the Borrower Company. For the avoidance of doubt, the Parties unanimously confirm that, in addition to the debt hereunder, the principal indebtedness secured by the equity pledge described in this Section shall also include all debts of the Borrower and the Borrower Company to the Lender under the Exclusive Business Cooperation Agreement (as defined below), the Exclusive Call Option Agreement and the Power of Attorney (as defined below).
1.9 When the Borrower transfers the Borrower Equity Interest to the Lender or the Lender’s designated person (s), in the event that the transfer price of such equity interest is equal to or lower than the principal of the Loan under this Agreement, the Loan under this Agreement shall be deemed an interest-free loan. In the event that the transfer price of such equity interest exceeds the principal of the Loan under this Agreement, the excessive part shall be deemed as the interest of the Loan under this Agreement payable by the Borrower to the Lender.
Appears in 1 contract
Samples: Loan Agreement (Soulgate Inc.)
Loan. 1.1 3.1. The Lender agrees hereby lends to provide Xxxxxxxxxxx, who hereby borrows, the Loan Capital.
3.2. The Loan Capital shall be paid into the Grant Gunston Attorney Trust Account on the Effective Date.
3.3. Interest at a long-term loan rate of 9% (nine percent) per annum, compounded monthly, (hereinafter referred to as the “Guaranteed Investment Return") shall accrue to the Borrower with Loan Capital from the principal as RMB 500,000 in accordance with Effective Date to the terms and conditions set forth in this AgreementRepayment Date.
3.4. Term for such loan will Should the Development be ten (10) years and completed, then on the Completion Date a Development Bonus shall accrue to the Loan Capital which shall be extended upon repaid to the agreement Lender within 7 (seven) days of Both Parties through negotiationsthe Completion Date.
3.5. During The Development Bonus shall be an amount equal to the term or extended term interest on the Loan Capital at a rate of such loan, 16% (sixteen percent)
3.6. The Loan Capital as well as the Guaranteed Investment Return shall be paid to the Lender on the Repayment Date.
3.7. The Borrower shall be under no obligation to pay the Development Bonus to the Lender in the event that the Development is not completed. In this regard the Development shall be completed when all of the Units comprising the Development have been sold and transferred into the name of the purchasers of the Units.
3.8. Should the Lender request the Borrower shall refund to repay the loan ahead of Loan Capital prior to the loan term or the extended loan term, if either of the following events occursRepayment Date:
(1) Borrower becomes dead or becomes 3.8.1. Written notice of a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated request by the Borrower within seven in terms of clause 3.9 above (7hereinafter referred to as “the Request Notice") must be delivered to the Lender.
3.8.2. The Lender shall be entitled to comply with the request of the Lender for a period of 30 (thirty) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfiedRequest Notice.
3.8.3. The Borrower shall issue confirmation notification be under no obligation to repay the Loan Capital prior to the Lender on Repayment Date.
3.8.4. Should the day receiving Borrower, however, comply with the amount of the loan. The commitments request of the Lender under this section are effective only to repay the Borrower itselfLoan Capital, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender shall forfeit the Guaranteed Investment Return and agrees the Development Bonus and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use be obliged to pay the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender Guaranteed Investment Return and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company Development bonus to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Loan Agreement
Loan. 1.1 The Lender agrees (i) Subject to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions of this Agreement and the other Transaction Agreements (as defined below), the Lender hereby agrees to loan to the Company the principal amount specified on the Lender’s signature page of this Agreement (the “Loan Principal”), of which a portion, specified on the Lender’s signature page shall be convertible, at the Lender’s discretion to the Company’s Common Stock, as specified herein. The aggregate total of the Lender’s Loan Principal and the Loan Principal of all Other Lenders will be equal to the Aggregate Loan Principal.
(ii) The obligation to repay the Loan Principal and any interest accrued thereon under this Agreement from the Lender shall be evidenced by the Company’s issuance of one or more Debentures to the Lender in the aggregate principal amount of the Lender’s Loan Principal. Each Debenture shall be payable on the Maturity Date (as defined in the Debenture). Each Debenture shall be substantially in the form of Annex I annexed hereto. Repayment of the Debenture shall be secured under the terms of the Security Interest Provisions annexed hereto as Annex V (the “Security Interest Agreement”), which refer to the Company, as debtor, and the Lender, as secured party. By signing this Agreement, each of the Lender and the Company agrees to all of the terms and conditions of, and becomes a party to, the Security Interest Agreement, all of the provisions of which are incorporated herein by this reference as if set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:full.
(1iii) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided be made by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without issuance of the Lender’s prior written consent, Debentures (the Borrower shall not use “Purchased Securities”) to the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree other transactions (other than the License Transaction) contemplated hereby are sometimes referred to herein and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to other Transaction Agreements as the Lender or other (legal person or natural person) designated by purchase and sale of the Lender.
1.5 The Lender Purchased Securities, and such transactions and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid License Transaction are sometimes referred to the Lender, collectively as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously“Transactions.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.”
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan the Loan to the Borrowers as follows: providing RMB550,000 to Borrower with the principal as RMB 500,000 in accordance with the terms A, and conditions set forth in this Agreement. RMB450,000 to Borrow B.
1.2 Term for such loan will Loan shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations. During (the term or extended term of such loan“Term”).
1.3 Notwithstanding the foregoing, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of in the following events occurscircumstances, Borrowers shall repay the Loan regardless if the Term has expired:
(1) Borrower becomes dead Borrowers decease or becomes become a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from Borrowers commit a crime or dismissed by the Lender or its affiliates;are involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrowers’ interest in the Borrower commits a crime or involves a crime;Company under the PRC law and Lender chooses to do so.
1.2 The 1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender agrees to shall remit the amount of such loan the Loan directly to the bank account designated by the Borrower Borrowers payment within seven (7) 7 days after receiving the Borrower’s written notification to use the loan, provided that all request of payment of Borrowers. Borrowers shall send a written receipt of the preconditions set forth in Section 2 of this Agreement are satisfied. Loan to Lender within 1 day after receiving the Loan.
1.5 The Borrower Loan shall issue confirmation notification only be used by Borrowers to the Lender on the day receiving the amount contribution of the loan. The commitments registered capital of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the BorrowerCompany. Without the Lender’s prior written consent, the Borrower Borrowers shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity their interests in the Borrower’s Company to any other third party.
1.4 The Lender and 1.6 Borrowers can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity their interests in the Borrower’s Company obtained by using the Loan to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The 1.7 Lender and the Borrower Borrowers hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity Borrowers’ shares in the Borrower’s Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The Borrower warrants If Lender or the third party assignee designated by Lender only purchases part of Borrowers’ interest in the Company, the purchase price shall be reduced on a pro rata basis.
1.8 In the event when Borrowers transfer their shares in the Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 6,000,000 in accordance with the terms and conditions set forth in this Agreement. Term The term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either any of the following events occurs:
(1) the Borrower becomes dead dies or becomes a person without capacity or with limited capacity for civil acts;
(2) the Borrower quits from or is dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves is involved a in crime;
(4) any third party claim for more than RMB500,000 is brought against the Borrower;
(5) foreign investors are permitted to invest in the business of value-added telecommunication and the relevant authorities begin to approve such business in accordance with the applicable laws of PRC.
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue a confirmation notification to the Lender on the day receiving the amount date of receipt of the loanloan amount. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company the investment in Shanghai for the Borrower’s Company to expand the business of the company. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any purchase price determined in Exclusive Purchase Right Contract entered by Both Partiesthe Lender, the Borrower and Borrower’s Company as of [], 2003, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Loan Agreement (Mtone Wireless Corp)
Loan. 1.1 The Lender agrees to provide a long-term loan shall tender the Loan Amount, in full, to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees Company to remit the amount of such loan to the an account designated by the Borrower within seven Company. For the purposes of this Agreement, the date on which funds are received by the Company shall be referred to as the “Closing Date.” The Loan Amount shall accrue interest at the rate of 10% per annum. All accrued and unpaid amounts of interest and principal shall be due by or on ____________, 2010 (7) days after receiving the Borrower’s written notification to use the loan, provided that all “Maturity Date”). In consideration of the preconditions set forth payment by the Lender to the Company of the Loan Amount:
(a) The Company shall issue a promissory note (the “Note”) in Section 2 the principal amount of this Agreement are satisfied________________________ Dollars ($_________), substantially in form attached hereto as Exhibit A. The Loan Amount, plus all accrued and unpaid interest due under the Note, shall be convertible, at the sole option of the Lender, into Shares by, or on, the Maturity Date. The Borrower number of Shares that the Lender shall receive upon conversion of the Loan Amount (plus all accrued and unpaid interest as of the date of conversion) shall be determined by dividing the Loan Amount (plus all accrued and unpaid interest as of the date of conversion) by the closing market price (the “Conversion Price”) of the Common Stock as of the Closing Date.
(b) On the Closing Date, the Company shall issue confirmation notification to the Lender on a warrant agreement (the day receiving “Warrants”) entitling the amount Lender to purchase shares of Common Stock of the loanCompany (the “Warrant Shares”). The commitments Lender shall have 5 years from the Closing Date to exercise the Warrants. The Warrants shall entitle the Lender to purchase shares of Common Stock in an amount equal to 20% of the Lender under this section are effective only to number derived by dividing the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided Loan Amount by the Lender and agrees and warrants hereby such loan Conversion Price. The per-share exercise price for the Warrant Shares shall be used only for establishing an advertisement company in Shanghai for 20% greater than the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, Conversion Price as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneouslyClosing Date.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Loan. 1.1 The (a) Lender hereby agrees to provide a long-term loan make the Loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions of this Agreement. The proceeds of the Loan shall be advanced from time to time to Borrower in amounts such that the aggregate principal amount of the Loan at any one time outstanding will not exceed the lesser of (i) $975,000.00, or (ii) the sum of (a) eighty percent (80%) of Eligible Accounts, less (b) any reserves related directly and solely to the Eligible Accounts determined by Lender in its reasonable discretion (the “Borrowing Base”). If at any time the aggregate principal balance of the Loan exceeds the Borrowing Base, Borrower shall be required to make a principal reduction within four (4) Business Days after receipt of written notice thereof from Lender. Borrower’s failure to make such principal reduction within such four (4) Business Days, shall constitute an immediate Event of Default hereunder and, following such nonpayment, Lender shall have the option, in its sole and absolute discretion, to permanently reduce the availability of the amount of the Loan by an amount equal to the amount in excess of the Borrowing Base, irrespective of any subsequent payment made by Borrower. Within the foregoing limit, Borrower may borrow, prepay and reborrow amounts under the Loan at any time.
(b) Borrower shall, from time to time, give Lender notice of a request for an advance of proceeds (each, a “Notice of Borrowing”) specifying the amount to be borrowed and the requested borrowing date on the date one Business Day before the requested Borrowing Date. Subject to the provisions of Section 2(a) above, the amount requested in the Notice of Borrowing shall be delivered by Lender to Borrower on the Borrowing Date requested in such Notice of Borrowing in immediately available dollar funds. Any and all amounts advanced to Borrower by Lender shall be delivered by Lender in accordance with remittance instructions set forth in the Notice of Borrowing. Notwithstanding the foregoing, Lender shall advance to Borrower an amount equal $975,000.00 on the date hereof, subject to the availability under the Borrowing Base.
(c) Borrower will pay interest and principal on this Agreement. Term for such loan will be facility in accordance with the terms of the Note.
(d) Upon at least ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company notice to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the LenderBorrower may, in the means designated by the Lender in accordance with at its option, terminate this Agreement and Lender’s commitment to make the Loan hereunder in its entirety (but not partially); provided, however, no such termination by Borrower shall be effective until the full payment of all amounts due and payable under this Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the all other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission Loan Documents as of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder date of the Borrower’s Company to a person designated by the Lendersuch termination in cash or immediately available funds.
Appears in 1 contract
Loan. 1.1 The Lender agrees 6.2:1 Notwithstanding clause 9.2 in the event that the Purchaser intends to provide obtain a long-term loan from a bank or financial institution (such bank or financial institution to be hereinafter referred to as "the Financier") to finance the purchase of the said Property (hereinafter referred to as "the Loan"), then subject to the Borrower with Purchaser having fully paid to the principal as RMB 500,000 in accordance with Vendor or the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loanVendor's Solicitors, the Borrower shall refund sum representing the loan ahead of difference between the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving Balance and the amount of the loanLoan granted by the Financier on the Balance, if any; the Vendor shall, upon request by the Purchaser or the Purchaser's Solicitors, deliver or cause to be delivered to the Purchaser's Solicitors the following documents:-
(a) the issue document of title to the said Property;
(b) all other necessary documents to effect the registration of the Memorandum of Transfer in favour of the Purchaser or its nominee(s) or assignee(s) in respect of the said Property free from encumbrances (including any Withdrawal of Private Caveat and the letter acknowledging receipt by the Director- General of Inland Revenue of the submission of Form CKHT 1 by the Vendor in respect of the sale of the said Property). The commitments Purchaser's Solicitors are hereby authorised to present the Memorandum of Transfer together with the aforesaid documents to effect such registration of the Lender under this section are effective only Memorandum of Transfer. After fourteen (14) days from the presentation of the Memorandum of Transfer for registration and subject to the Borrower itselfVendor furnishing a written undertaking in favour of the Financier to refund the Loan in the event the Memorandum of Transfer or the Charge of the said Property in favour of the Financier cannot be registered, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by Purchaser shall cause the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai solicitors acting for the Borrower. Without Financier to remit to the Lender’s prior written consentVendor or the Vendor's Solicitors, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partyLoan being the remainder of the Purchase Price.
1.4 The Lender 6.2:2 If the said Property is subject to a Charge, the Purchaser shall cause the Financier to release such portion of the Loan (the Redemption Sum) as may be necessary to secure the discharge of charge and the Borrower jointly agree and confirm that the Borrower Vendor shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company deliver or cause to be delivered to the Lender Purchaser the issue document of title and all other documents as may be necessary to effect the registration of the Memorandum of Transfer in favour of the said Purchaser or other its nominees/assignees. After fourteen (legal person or natural person14) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised days from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration presentation of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement Memorandum of Transfer for registration and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission Vendor and the earlier chargee furnishing a written undertaking in favour of the law. The Borrower warrants Financier to issue an irrevocable proxy to confer all its rights as a shareholder refund the Loan in the event the Memorandum of Transfer or the Charge of the Borrower’s Company said Property in favour of the Financier cannot be registered, the Purchaser shall cause the balance amount of the Loan being the remainder of the Purchase Price to a person designated by be remitted to the LenderVendor or the Vendor's Solicitors.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Advanced Semiconductor Engineering Inc)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth of this Agreement, the Lender and the Borrower hereby acknowledge that the Borrower has obtained from the Lender a loan in the amount of RMB1,128,000 (the “Loan”). The term of the Loan shall be the period from the date hereof to the date the Loan is fully repaid or waived according to this Agreement. Term for such loan will be ten (10) years As the date hereof, according to the Former Loan Agreement and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loanthis Agreement, the Lender has provided to the Borrower shall refund and the Borrower has obtained from the Lender the total loan ahead in the amount of RMB3,948,000 (the loan term or the extended loan term, if either of the following events occurs:“Total Loan”) in aggregate.
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed 1.2 The Total Loan provided by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees shall inure to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification benefit only and not to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor successor(s) or transfereeassign(s).
1.3 The Borrower agrees to accept such loan the Total Loan provided by the Lender Lender, and hereby agrees on and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai using the Total Loan solely for the Borrowerpurchase of the Target Equity Interest as defined in this Agreement and the Former Loan Agreement respectively. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Total Loan for any purpose other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partythan set forth herein.
1.4 The Lender Parties agree and acknowledge that the repayment of the Total Loan by the Borrower jointly agree and confirm shall be that the Borrower shall refund transfer the loan only by transferring all current and future economic interest of Borrower’s equity the Target Equity Interest as defined in the Borrower’s Company this Agreement and the Former Loan Agreement respectively to the Lender. The Borrower undertakes to execute an Amended and Restated Economic Interest Transfer Agreement accordingly (including its amendments from time to time, the “Economic Interest Transfer Agreement”).
1.5 The Borrower undertakes to execute an Amended and Restated Exclusive Option Agreement (including its amendments from time to time, the “Exclusive Option Agreement”), under which, the Borrower grants the Lender an exclusive option with respect to the Target Equity Interest as defined in the this Agreement and the Former Loan Agreement respectively. To the extent permitted by the applicable PRC laws, the Lender shall have the right but not the obligation to purchase or designate other person(s) (legal or natural person(s)) to purchase the Target Equity Interest in part or in whole at any time, at the price stipulated in the Exclusive Option Agreement.
1.6 The Borrower undertakes to execute an Amended and Restated Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”), under which, the Borrower pledges to the Lender all the Target Equity Interest as defined in the this Agreement and the Former Loan Agreement respectively held by the Lender as security for the Lender’s obligations under this Agreement and relevant agreements.
1.7 The Borrower undertakes to execute an irrevocable Amended and Restated Power of Attorney (including its amendments from time to time, the “Power of Attorney”), which authorizes the Lender or other (a legal person or natural personperson(s) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer to exercise all of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderTarget Company.
Appears in 1 contract
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Loan. 1.1 The Lender agrees 2.1 Initially you express your intention to provide a long-term loan enter into the contractual relation with ExpressCredit by submitting the respective Application in person to ExpressCredit. Such Application, if approved by ExpressCredit, shall result in you signing the Borrower with Facility Letter and thereafter the principal as RMB 500,000 signing of the Agreement.
2.2 However, in case you later decide to amend the Agreement you are entitled to submit the respective Application via Distant Communication Means in accordance with the terms procedures set unilaterally by ExpressCredit. Such Application, if approved by ExpressCredit, shall result in a Facility Letter which shall record the amendments to the Agreement.
2.3 By concluding the Agreement, you confirm that you have freely and conditions voluntarily established contractual obligations by borrowing from ExpressCredit and you acknowledge that you are obliged to repay ExpressCredit by the Due Date agreed or accordingly in Installments and simultaneously repay the Interest agreed and/or covering other costs as set forth within the Agreement/ Pricelist.
2.4 The Loan shall be advanced to you via bank-wire transfer by crediting your Account with the respective Loan amount or by way of cash disbursement to you in this cash by ExpressCredit. In case any bank’s / financial institution fees/ charges/ commissions shall be applied to the Loan disbursed to your Account, such deductions shall be borne by you, and you shall hold ExpressCredit harmless against any claims arriving therefrom.
2.5 You confirm yourself legally and unconditionally indebted to ExpressCredit for repayment of the Loan as well as the Interest, costs as per Pricelist (if present) and, in case of non-fulfillment, Penalty interest and other charges stipulated within Facility Letter and the "SPECIAL TERMS AND CONDITIONS" of the Agreement.
2.6 If the Installments are agreed under the Agreement, you are obliged to fulfill the obligations by following the agreed schedule.
2.7 You oblige to pay ExpressCredit the Interest for the Loan for its actual period of use. Term for such loan The Interest is calculated and stated within Facility Letter - "SPECIAL TERMS AND CONDITIONS" of the Agreement.
2.8 While calculating the Interest ExpressCredit shall always comply with the relevant legislative acts governing the micro lending business in Botswana. The interest rate charged is fixed and not variable. You will be ten (10) years and shall notified in writing should any changes to interest rate be extended upon the agreement of Both Parties through negotiationsintroduced. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the BorrowerApplicant’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.signature On 19.04.2024
Appears in 1 contract
Samples: Loan Agreement
Loan. 1.1 The Lender agrees to provide a long-term loan the Loan to the Borrowers as follows: providing RMB55,000 to Borrower with the principal as RMB 500,000 in accordance with the terms A, and conditions set forth in this Agreement. RMB45,000 to Borrow B.
1.2 Term for such loan will Loan shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations. During (the term or extended term of such loan“Term”).
1.3 Notwithstanding the foregoing, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of in the following events occurscircumstances, Borrowers shall repay the Loan regardless if the Term has expired:
(1) Borrower becomes dead Borrowers decease or becomes become a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from Borrowers commit a crime or dismissed by the Lender or its affiliates;are involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower’s interest in the Borrower commits a crime or involves a crime;Company under the PRC law and Lender chooses to do so.
1.2 The 1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender agrees to shall remit the amount of such loan the Loan direct to the bank account designated by the Borrower Borrowers payment within seven (7) 7 days after receiving the Borrower’s written notification to use the loan, provided that all request of payment of Borrowers. Borrowers shall send a written receipt of the preconditions set forth in Section 2 of this Agreement are satisfied. Loan to Lender within 1 day after receiving the Loan.
1.5 The Borrower Loan shall issue confirmation notification only be used by Borrowers to the Lender on the day receiving the amount contribution of the loan. The commitments registered capital of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the BorrowerCompany. Without the Lender’s prior written consent, the Borrower Borrowers shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity their interests in the Borrower’s Company to any other third party.
1.4 The Lender and 1.6 Borrowers can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity their interests in the Borrower’s Company obtained by using the Loan to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The 1.7 Lender and the Borrower Borrowers hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity Borrowers’ shares in the Borrower’s Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The Borrower warrants If Lender or the third party assignee designated by Lender only purchases part of Borrowers’ interest in the Company, the purchase price shall be reduced on a pro rata basis.
1.8 In the event when Borrowers transfer their shares in the Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender and the Borrower hereby acknowledge that the Borrower has obtained from the Lender a loan in the amount of RMB2,400,000 (the “Loan”). Term for such loan will be ten (10) years and The term of the Loan shall be extended upon the agreement of Both Parties through negotiations. During period from the term date hereof to the date the Loan is fully repaid or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;waived according to this Agreement.
1.2 The Lender agrees to remit the amount of such loan to the account designated Loan provided by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only Agreement shall inure to the Borrower itself, but not the Borrower’s inheritor benefit only and not to the Borrower’s successor(s) or transfereeassign(s).
1.3 The Borrower agrees to accept such loan the Loan provided by the Lender Lender, and hereby agrees on and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai using the Loan solely for the Borrowerpurchase of the Target Equity Interest. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Loan for any purpose other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partythan set forth herein.
1.4 The Lender Parties agree and acknowledge that the repayment of the Loan by the Borrower jointly agree and confirm shall be that the Borrower transfer the current and future economic interest of the Target Equity Interest to the Lender. The Borrower undertakes to execute an Economic Interest Transfer Agreement accordingly (including its amendments from time to time, the “Economic Interest Transfer Agreement”).
1.5 The Borrower undertakes to execute an Exclusive Option Agreement (including its amendments from time to time, the “Exclusive Option Agreement”), under which, the Borrower grants the Lender an exclusive option with respect to the Target Equity Interest. To the extent permitted by the applicable PRC laws, the Lender shall refund have the loan only by transferring all of Borrower’s equity right but not the obligation to purchase or designate other person(s) (legal or natural person(s)) to purchase the Target Equity Interest in part or in whole at any time, at the price stipulated in the Borrower’s Company Exclusive Option Agreement.
1.6 The Borrower undertakes to execute an Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”), under which, the Borrower pledges to the Lender all the Target Equity Interest held by the Lender as security for the Lender’s obligations under this Agreement and relevant agreements.
1.7 The Borrower undertakes to execute an irrevocable Power of Attorney (including its amendments from time to time, the “Power of Attorney”), which authorizes the Lender or other (a legal person or natural personperson(s) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer to exercise all of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderTarget Company.
Appears in 1 contract
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Loan. 1.1 (a) Subject to the terms and conditions hereof, Lender hereby agrees to make the Loan comprised of Borrowings in an aggregate amount up to the Maximum Loan Amount to Borrower, which Borrowings shall be disbursed to Borrower or at the direction of Borrower, to another person (including the Disbursement Agent), by check or wire transfer, in immediately available funds in one or more Borrowings of $500,000 or increments thereof, from time to time after Lender has received funds from escrow pursuant to the Escrow Agreement and upon receipt of a Borrowing Request from Borrower; provided, however, that in no event shall the first Borrowing hereunder be in an amount less than $11,500,000. The aggregate principal amount of the Loan (based on initial principal amount) shall not exceed the Maximum Loan Amount.
(b) Monthly on the 15th of each month, Lender shall notify Borrower of the amount of such funds received from escrow that is available at such time to be loaned to Borrower.
(c) To request a Borrowing, Borrower shall deliver, by hand delivery or facsimile, a duly completed and executed Borrowing Request to Lender not later than 12:00 p.m., Los Angeles, CA time, three Business Days before the date of the proposed Borrowing (provided that the first Borrowing Request may be delivered on the Closing Date and shall include a request for amounts sufficient to pay off the LoanCore Note). Each Borrowing Request shall be irrevocable and shall specify the following information:
(i) the aggregate amount of such Borrowing;
(ii) the date of such Borrowing, which shall be a Business Day; and
(iii) the location and number of Borrower’s account to which funds are to be disbursed, which, so long as the Disbursement Agreement is in effect, shall be the Qualified Additional Financing Proceeds Account (SLS Lender), as defined in the Disbursement Agreement.
(d) Lender acknowledges that the proceeds of Borrowings will be used by the Borrower for the purposes described in Section 3.12. Lender also acknowledges that the provider of Senior Qualified Additional Financing may require (i) the Borrower to collaterally assign to it all of the Borrower’s right, title and interest in and to the Loan, this Agreement and the right to request Borrowings and (ii) a lien on any amounts funded from escrow to the Lender pursuant to the Escrow Agreement (other than holdback amounts or amounts representing fees) and on the account to which such amounts are funded, and hereby consents to such security interests. The Lender agrees to provide a long-term loan that it will deliver to the Borrower with Senior Qualified Additional Financing lender or agent from time to time upon the principal request of such party a certificate setting forth the amount of Commitment then available for Borrowings, subject to adjustment as RMB 500,000 appropriate. The Lender hereby agrees that for so long as such Senior Qualified Additional Financing facility is in accordance with effect, Lender shall, under the terms and subject to the limitations and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or honor any Borrowing Request with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only respect to the Borrower itselfdelivered to us in the name of such lender or agent, but not without setoff, counterclaim or defense by funding the Borrower’s inheritor applicable portion of the Commitment into the above-referenced account, provided such Borrowing Request is delivered for purposes of paying due and payable obligations of the Borrower to the lender or transferee.
1.3 The Borrower agrees to accept lenders under such loan provided by Senior Qualified Additional Financing facility. In furtherance of the foregoing, the Lender agrees that it will, from time to time, execute and agrees deliver, or cause to be executed and warrants hereby delivered, such loan shall be used only for establishing an advertisement company in Shanghai reasonably requested additional instruments, certificates or documents, and take all such reasonable actions, as such Senior Qualified Additional Financing lender or agent may deem necessary for the Borrower. Without validity, perfection and priority of the Lender’s prior written consent, the Borrower shall not use the amount lien of such loan for any other purpose or transfer or pledge its equity party on the rights and interests described in the Borrower’s Company to any other third partythis clause (d).
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Loan Agreement (Stockbridge/Sbe Investment Company, LLC)
Loan. 1.1 The Lender (a) Subject to the terms and conditions of this Loan Agreement, Bank agrees to provide make a long-term $270,000,000.00 loan to Borrower (the "Loan"). The Loan shall be evidenced by the Note.
(b) $247,500,000.00 of the principal amount of the Loan ("Tranche A") shall be disbursed to Borrower to refinance existing indebtedness of the Project. The Tranche A portion of the Loan shall bear interest at a fixed rate of five and forty-seven hundredths percent (5.47%) per annum beginning on the date hereof and shall continue to bear interest at such fixed interest rate for the remaining term of the Loan.
(c) $22,500,000.00 of the principal amount of the Loan ("Tranche B") shall not be disbursed to Borrower by Bank on the date hereof. Provided that an Event of Default has not occurred and is continuing, Bank agrees to disburse the Tranche B portion of the Loan to Borrower to pay the tenant improvement costs and leasing commissions of the Project. Borrower agrees to submit a request for advance in a form reasonably acceptable to Bank with respect to the tenant improvement costs and leasing commissions of Borrower concerning the Project at the time that Borrower seeks an advance of the Tranche B portion of the Loan. The request for advance form must include a cost summary of all costs related to the requested tenant improvements and leasing commissions for which Borrower is seeking an advance under the Tranche B portion of the Loan. Bank shall have four (4) business days to fund any advance of the Tranche B portion of the Loan after Borrower has provided Bank all information required for an advance of the Tranche B Loan proceeds. The Tranche B portion of the Loan must be advanced to Borrower on or before September 30, 2004, or Lender's obligation to advance the Tranche B portion of the Loan shall terminate on such date. Bank agrees that the Tranche B portion of the Loan can be disbursed in an interest-bearing escrow account (with interest payable monthly to Borrower) of Borrower at Bank to pay future tenant improvement costs and leasing commissions of the Project if Borrower is not able to obtain an advance of the Tranche B portion of the Loan on or before September 30, 2004. Upon disbursement of the Tranche B portion of the Loan into the escrow account at Lender, the Tranche B portion of the Loan shall bear interest at the interest rate provided for in this Agreement. Any portion of the Tranche B portion of the Loan that is disbursed to Borrower shall bear interest prior to September 30, 2004 at an interest rate equal to the LIBOR Rate plus one and two-tenths percent (1.2%) per annum. Borrower shall have the right from time to time to fix the interest rate that is applicable to the Tranche B portion of the Loan in increments of $5,000,000.00 or more each (unless the entire remaining amount of such Tranche B portion of the Loan is less than $5,000,000.00, in which case the interest rate on such entire remaining amount may be fixed) at any time after such proceeds have been disbursed to Borrower based upon a fixed interest rate equal to the Bank's Cost of Funds plus one and two-tenths percent (1.2%) per annum. As soon as the interest rate is fixed on any portion of the Tranche B portion of the Loan pursuant to this paragraph, such portion of the Tranche B portion of the Loan shall bear interest at such fixed rate of interest for the remaining term of the Loan. On September 30, 2004, the interest rate that is applicable to any portion of the Tranche B portion of the Loan that has not been fixed prior to such date by Borrower shall be fixed at an interest rate equal to Bank's Costs of Funds plus one and two-tenths percent (1.2%) per annum. The Tranche B portion of the Loan shall thereafter bear interest at such fixed rate of interest throughout the remaining term of the Loan.
(d) To the extent any portion of the Loan bears interest at the LIBOR Rate, Borrower agrees that it must provide Bank at least five business days' notice prior to the end of an applicable interest rate period of Borrower's intention to select the interest rate period that shall apply to the amounts outstanding under the Loan. In the event that Borrower does not select an applicable interest rate in accordance with the principal preceding sentence, Borrower shall be deemed to have selected the interest rate period that is most recently in effect. To the extent that any portion of the Loan bears interest at the LIBOR rate, such interest rate shall be effective as RMB 500,000 of the end of the then-current interest period and shall be adjusted at the end of each applicable interest rate period thereafter.
(e) Principal and interest under the Loan shall be due and payable in accordance with the terms of the Note.
(f) Notwithstanding anything to the contrary in this Agreement or other Loan Documents, Borrower and Bank agree and acknowledge that Bank has no obligation to fund more than $260,000,000.00 under the Loan (directly from Bank or from any Tranche B escrow account that is established pursuant to Section 2.1(c) hereof) until Borrower provides Bank evidence that the current market value of the Project is in excess of $400,000,000.00. Borrower and Bank anticipate that the market value of the Project shall increase as Borrower signs new leases of the Project. As the current market value of the Project increases based upon such new leases and such increase in value is evidenced to Bank in a manner acceptable to Bank, Bank agrees (subject to the terms and conditions set forth of this Agreement) to fund an amount not to exceed $270,000,000.00 in the aggregate as long as the result of any such advance does not result in a loan to value ratio in excess of 65%.
(g) Notwithstanding anything to the contrary in this Agreement. Term for such loan will be ten (10) years Agreement or the Note, Borrower and shall be extended upon Bank agree and acknowledge that in the agreement event Borrower does not repay all amounts outstanding under this Note on the maturity date of Both Parties through negotiations. During the term or extended term of such loanLoan, the Borrower principal amount outstanding under the Note shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan bear interest at an interest rate equal to the account designated by LIBOR Rate plus 1.2% per annum rather than the Borrower within seven Default Rate (7as such term is defined in the Note) for five (5) days after receiving the Borrower’s written notification to use the loan, provided that all maturity date of the preconditions set forth Loan. If all amounts outstanding under the Loan are not paid in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount full within five (5) days of the loan. The commitments maturity date of the Lender Loan, all principal outstanding under this section are effective only to the Borrower itself, but not Loan shall bear interest at the Borrower’s inheritor or transfereeDefault Rate from such date until all amounts outstanding under the Loan have been paid in full.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender and the Borrower hereby acknowledge that the Borrower has obtained from the Lender a loan in the amount of RMB2,640,000 (the “Loan”). Term for such loan will be ten (10) years and The term of the Loan shall be extended upon the agreement of Both Parties through negotiations. During period from the term date hereof to the date the Loan is fully repaid or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;waived according to this Agreement.
1.2 The Lender agrees to remit the amount of such loan to the account designated Loan provided by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only Agreement shall inure to the Borrower itself, but not the Borrower’s inheritor benefit only and not to the Borrower’s successor(s) or transfereeassign(s).
1.3 The Borrower agrees to accept such loan the Loan provided by the Lender Lender, and hereby agrees on and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai using the Loan solely for the Borrowerpurchase of the Target Equity Interest. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Loan for any purpose other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partythan set forth herein.
1.4 The Lender Parties agree and acknowledge that the repayment of the Loan by the Borrower jointly agree and confirm shall be that the Borrower transfer the current and future economic interest of the Target Equity Interest to the Lender. The Borrower undertakes to execute an Economic Interest Transfer Agreement accordingly (including its amendments from time to time, the “Economic Interest Transfer Agreement”).
1.5 The Borrower undertakes to execute an Exclusive Option Agreement (including its amendments from time to time, the “Exclusive Option Agreement”), under which, the Borrower grants the Lender an exclusive option with respect to the Target Equity Interest. To the extent permitted by the applicable PRC laws, the Lender shall refund have the loan only by transferring all of Borrower’s equity right but not the obligation to purchase or designate other person(s) (legal or natural person(s)) to purchase the Target Equity Interest in part or in whole at any time, at the price stipulated in the Borrower’s Company Exclusive Option Agreement.
1.6 The Borrower undertakes to execute an Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”), under which, the Borrower pledges to the Lender all the Target Equity Interest held by the Lender as security for the Lender’s obligations under this Agreement and relevant agreements.
1.7 The Borrower undertakes to execute an irrevocable Power of Attorney (including its amendments from time to time, the “Power of Attorney”), which authorizes the Lender or other (a legal person or natural personperson(s) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer to exercise all of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderTarget Company.
Appears in 1 contract
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth of this Agreement, the Lender and the Borrower hereby acknowledge that the Borrower has obtained from the Lender a loan in the amount of RMB1,250,000 (the “Loan”). The term of the Loan shall be the period from the date hereof to the date the Loan is fully repaid or waived according to this Agreement. Term for such loan will be ten (10) years As the date hereof, according to the Former Loan Agreement and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loanthis Agreement, the Lender has provided to the Borrower shall refund and the Borrower has obtained from the Lender the total loan ahead in the amount of RMB7,500,000 (the loan term or the extended loan term, if either of the following events occurs:“Total Loan”) in aggregate.
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed 1.2 The Total Loan provided by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees shall inure to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification benefit only and not to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor successor(s) or transfereeassign(s).
1.3 The Borrower agrees to accept such loan the Total Loan provided by the Lender Lender, and hereby agrees on and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai using the Total Loan solely for the Borrowerpurchase of the Target Equity Interest as defined in this Agreement and the Former Loan Agreement respectively. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Total Loan for any purpose other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partythan set forth herein.
1.4 The Lender Parties agree and acknowledge that the repayment of the Total Loan by the Borrower jointly agree and confirm shall be that the Borrower shall refund transfer the loan only by transferring all current and future economic interest of Borrower’s equity the Target Equity Interest as defined in the Borrower’s Company this Agreement and the Former Loan Agreement respectively to the Lender. The Borrower undertakes to execute an Amended and Restated Economic Interest Transfer Agreement accordingly (including its amendments from time to time, the “Economic Interest Transfer Agreement”).
1.5 The Borrower undertakes to execute an Amended and Restated Exclusive Option Agreement (including its amendments from time to time, the “Exclusive Option Agreement”), under which, the Borrower grants the Lender an exclusive option with respect to the Target Equity Interest as defined in the this Agreement and the Former Loan Agreement respectively. To the extent permitted by the applicable PRC laws, the Lender shall have the right but not the obligation to purchase or designate other person(s) (legal or natural person(s)) to purchase the Target Equity Interest in part or in whole at any time, at the price stipulated in the Exclusive Option Agreement.
1.6 The Borrower undertakes to execute an Amended and Restated Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”), under which, the Borrower pledges to the Lender all the Target Equity Interest as defined in the this Agreement and the Former Loan Agreement respectively held by the Lender as security for the Lender’s obligations under this Agreement and relevant agreements.
1.7 The Borrower undertakes to execute an irrevocable Amended and Restated Power of Attorney (including its amendments from time to time, the “Power of Attorney”), which authorizes the Lender or other (a legal person or natural personperson(s) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer to exercise all of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderTarget Company.
Appears in 1 contract
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender agrees to provide to the Borrower a loan in the aggregate amount of RMB 500,000 (the “Loan”). Term for such loan will The term of the Loan shall be ten (10) years and shall be extended upon the subject to extension by mutual agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;Parties.
1.2 The Lender agrees to remit the amount of such loan Loan in one lump sum to the account designated No. specified by the Borrower within seven (7) days after receiving from the date of receipt of the Borrower’s written notification of the need to use the loanLoan, provided that subject to the fulfilment of all of the preconditions conditions precedent set forth out in Section Article 2 of this Agreement are satisfiedAgreement. The Borrower shall issue confirmation notification a receipt to the Lender on the same day receiving as the amount of Borrower receives the loansaid amount. The commitments of Lender’s commitment to provide the Lender Loan under this section are effective article applies only to the Borrower itself, but and not to the Borrower’s inheritor heirs or transfereeassignees.
1.3 The Borrower agrees to accept such loan the aforementioned Loan provided by the Lender Lender, and hereby agrees and warrants hereby such loan shall be used only undertakes to use the Loan solely for establishing an advertisement company in Shanghai for funding the BorrowerBorrower Company to develop the business of the Borrower Company. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Loan for any purpose other purpose or than as set forth herein, and the Xxxxxxxx shall not transfer or pledge its equity mortgage the share or other interests he has in the Borrower’s Borrower Company to any other third partyparties.
1.4 The Lender and the Borrower jointly hereby agree and confirm that to the Borrower extent permitted by the applicable laws, the Lender shall refund have the loan only by transferring all of right (but not the obligation) to purchase or designate other persons (legal or natural persons) to purchase the Borrower’s equity interest in part or in whole at any time, at the Borrower’s Company to the Lender or other (legal person or natural person) designated price agreed by the LenderParties.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue Loan under this Agreement shall be an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lenderinterest-free loan.
Appears in 1 contract
Samples: Loan Agreement (VNET Group, Inc.)
Loan. 1.1 The Lender agrees to provide supply the Borrower a long-term loan to of RMB4,900,000 (the Borrower with the principal as RMB 500,000 “Loan”) in accordance with the terms conditions and conditions set forth in provisions of this Agreementagreement. Term for such loan The term of this Loan will be ten (10) 10 years and shall be automatically extended upon the agreement of Both Parties through negotiationsthe Parties. During the term or extended term of such loan, the The Borrower shall refund immediately repay the loan ahead of in advance in the loan term or the extended loan term, if either of the following events occursevent that:
(1) The Borrower becomes dead dies or becomes a person without capacity with no or with limited capacity for of civil actsconduct;
(2) The Borrower quits from leaves its office in or is dismissed by the Lender or its affiliatesaffiliate;
(3) The Borrower commits crime or is involved in crime;
(4) Any third party claims to the Borrower commits for a crime or involves a crime;debt exceeding RMB500,000 (five hundred thousand); and
(5) Subject to the laws of the People’s Republic of China (hereinafter referred to as the “PRC”) laws, the foreign investor is able to invest in value-added telecommunication business and the relevant authority has commenced to examine and approve such investment.
1.2 The Lender agrees to that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit the amount of such loan this Loan in lump sum to the account designated appointed by the Borrower within seven (7) 7 days after receiving a written notice to use this Loan from the Borrower’s written notification to use . Simultaneously, the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to provide the Lender on the day receiving the amount of the loanBorrower with a receipt letter for confirmation. The commitments of made by the Lender under this section are effective only clause shall be applied to the Borrower itself, but not the Borrower’s inheritor other than its assignee or transfereesuccessor.
1.3 The Borrower agrees to accept such loan provided by the Lender this Loan, and agrees hereby acknowledges and warrants hereby such loan that, this Loan shall be used only for establishing an advertisement company in Shanghai for the Borroweronly purpose of providing funds for Borrower Company. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or neither transfer or pledge its equity interest or other interest in the Borrower’s Borrower Company hereunder to any other third partyparty nor use this Loan for any other purpose.
1.4 The Lender and the Borrower hereby jointly agree acknowledge and confirm that the Borrower shall refund repay the loan only by transferring all of Borrower’s equity in the Borrower’s following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or other any third party (legal person or of natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree acknowledge and confirm that that, any proceeds raised fund or profit obtained by the Borrower from the Borrower Equity transfer of Borrower’s equity shall be used to repay the Loan by the Borrower in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated way agreed by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneouslyat the same time.
1.6 The Lender and the Borrower hereby jointly agree acknowledge and confirm that that, subject to the applicable laws, the Lender has the right to, but has no is entitled without obligation to, at to purchase in person or appoint any time, purchase or designate the other third party (legal person or of natural person) to purchase part or all or part of Borrower’s the equity interest held by the Borrower in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the lawBorrower Company. The Borrower warrants to issue that it shall execute an irrevocable proxy Power of Attorney to confer all its rights as a shareholder of the Borrower’s Company to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.
1.7 The interest of the Loan When the Borrower transfers its equity interest in the Borrower Company to the Lender or to the person appointed by the Lender, if the transfer price is equal to or less than the principal of the Loan under this Agreement, the Loan shall be deemed as a loan without interest. However, if the transfer price is higher than the principal of the loan under this Agreement, the part exceeding the principal shall be deemed as the interest of the Loan under this Agreement and shall be repaid by the Borrower to the Lender.
Appears in 1 contract
Samples: Loan Agreement (Tom Online Inc)
Loan. 1.1 The Lender agrees 2.1 Subject to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions set forth in of this Agreement. Term for such loan , the Lenders hereby establish and agree to advance the Loan to the Borrower in the sums as set out in Schedule A attached.
2.2 The amount due and owing to each Lender will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated established by the Borrower within seven (7) days after receiving in records, which records will be prima facie evidence of the Borrower’s written notification amount owed. In case of a dispute as to use the loanamount owed to a Lender, the auditors of the Borrower will provide the amount and such amount provided by the auditors will be conclusive.
2.3 Each Lender agrees and acknowledges that all payments made by the Borrower will be made in proportion to the relative amounts of the preconditions set forth in Section 2 indebtedness of this Agreement are satisfied. The the Borrower shall issue confirmation notification to each Lender as at the date of such payment.
2.4 Each Lender hereby consents to the Lender on creation by the day receiving the amount Borrower of the loan. The commitments Security Documents and security interest contained therein in favour of the other Lenders and agrees that the creation, registration, filing and existence of such Security Documents and security interest shall not constitute an event of default under its Security Documents.
2.5 Notwithstanding the order of attachment or perfection of the security interests under the Security Documents, or the date upon which a Lender under this section are effective only lends funds to the Borrower itselfunder these same terms and conditions, but not the Borrower’s inheritor or transfereeLenders agree that the security interests of all Lenders under this Convertible Loan Agreement shall have equal priority and that in the event that a Lender realizes on its security interest, the proceeds of any such realization shall be allocated and paid as between the Lenders in proportion to the relative amounts of the indebtedness of the Borrower to each Lender as at the date of such realization.
1.3 The 2.6 In addition, the Lenders agree that the security interests of all Prior Loan Lenders under the Prior Loans shall have equal priority with the Loans established under this Convertible Loan Agreement and that in the event that a Lender realizes on its security interest, the proceeds of any such realization shall be allocated and paid as between the Lenders and the Prior Loan Lenders all in proportion to the relative amounts of the indebtedness of the Borrower agrees to accept such loan provided by the each Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for Prior Loan Lender as at the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount date of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partyrealization.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan the Loan to the Borrowers as follows: providing RMB450,000 to Borrower with the principal as RMB 500,000 in accordance with the terms A, and conditions set forth in this Agreement. RMB550,000 to Borrow B.
1.2 Term for such loan will Loan shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations. During (the term or extended term of such loan“Term”).
1.3 Notwithstanding the foregoing, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of in the following events occurscircumstances, Borrowers shall repay the Loan regardless if the Term has expired:
(1) Borrower becomes dead Borrowers decease or becomes become a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from Borrowers commit a crime or dismissed by the Lender or its affiliates;are involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower’s interest in the Borrower commits a crime or involves a crime;Company under the PRC law and Lender chooses to do so.
1.2 The 1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender agrees to shall remit the amount of such loan the Loan direct to the bank account designated by the Borrower Borrowers payment within seven (7) 7 days after receiving the Borrower’s written notification to use the loan, provided that all request of payment of Borrowers. Borrowers shall send a written receipt of the preconditions set forth in Section 2 of this Agreement are satisfied. Loan to Lender within 1 day after receiving the Loan.
1.5 The Borrower Loan shall issue confirmation notification only be used by Borrowers to the Lender on the day receiving the amount contribution of the loan. The commitments registered capital of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the BorrowerCompany. Without the Lender’s prior written consent, the Borrower Borrowers shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity their interests in the Borrower’s Company to any other third party.
1.4 The Lender and 1.6 Borrowers can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity their interests in the Borrower’s Company obtained by using the Loan to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The 1.7 Lender and the Borrower Borrowers hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity Borrowers’ shares in the Borrower’s Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The Borrower warrants If Lender or the third party assignee designated by Lender only purchases part of Borrowers’ interest in the Company, the purchase price shall be reduced on a pro rata basis.
1.8 In the event when Borrowers transfer their shares in the Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide (a) the entire amount of such Advance shall be treated as a long-term loan to the Borrower with Successor Entity and shall be added to the principal amount then outstanding under that certain Subordinated Note Agreement by and among the Successor, FBC and Citicorp USA as RMB 500,000 in accordance Administrative Agent, dated July 31, 1997 (or a comparable note agreement with News America Holdings Incorporated as lender) (the "Loan Agreement") and shall be governed by the terms and conditions set forth in thereof;
(b) to the extent that the aggregate outstanding principal balance of all such Advances exceeds $50 million at any given time (such excess hereinafter referred to as the "Excess Advance"), the following provisions shall apply:
(i) If any portion of the Excess Advance is outstanding and not repaid by the Successor Entity for more than 18 consecutive months (12 consecutive months after the third anniversary of this Agreement), all or any portion of such Excess Advance may be converted at the option of FBC Sub into shares of the Class B Common Stock of the Successor Entity. Term for such loan will Such option shall be ten exercised by delivery of written notice (10the "Conversion Notice") years to the Company, Saban and Xxxxx, and shall be extended upon effective 30 days after the agreement delivery of Both Parties through negotiations. During the term or extended term Conversion Notice to the Successor Entity (the "Exercise Period") unless such Excess Advance is repaid prior to the expiration of such loan, the Borrower Exercise Period. The number of shares of Class B Common Stock issuable upon such conversion shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
equal that number (1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan rounded to the account designated by the Borrower within seven (7nearest whole share) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving which results from dividing the amount of the loan. The commitments Excess Advance to be converted by the Fair Market Value per share (the "Conversion Price") as of the Lender under this section are effective only date of such written notice;
(ii) If FBC Sub elects to convert any portion of the Excess Advance pursuant to the Borrower itselfprovisions of this section, but not Saban shall have the Borrower’s inheritor or transferee.
1.3 The Borrower agrees right and option to accept purchase from FBC Sub up to 50% of the number of shares of Class B Common Stock of the Successor Entity issued to FBC Sub pursuant to such loan provided conversion for an exercise price equal to the Conversion Price. Such option shall be exercisable during the Exercise Period by delivery of written notice to FBC Sub specifying the number of shares which Saban desires to purchase accompanied by the Lender total aggregate purchase price therefor;
(iii) If FBC Sub elects to convert any portion of the Excess Advance pursuant to the provisions of this section, Xxxxx shall have the right and agrees and warrants hereby option to purchase from the Successor Entity a number of shares of Class A Stock of the Successor Entity equal to 1% of the number of shares of Class B Common Stock of the Successor Entity issued to FBC Sub pursuant to such loan conversion for an exercise price equal to the Conversion Price. Such option shall be used only for establishing an advertisement company in Shanghai for exercisable during the Borrower. Without the Lender’s prior Exercise Period by delivery of written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company notice to the Lender or other (legal person or natural person) designated Successor Entity specifying the number of shares which Xxxxx desires to purchase accompanied by the Lendertotal aggregate purchase price therefor.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Strategic Stockholders Agreement (Fox Kids Worldwide Inc)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this AgreementContract, the Lender agrees to extend a loan totaling RMB1,498,458,986 (the “Loan”) to the Borrowers. Term for such loan will The term of the Loan shall be ten (10) years and as from the execution date of this Contract. Unless otherwise agreed by the Parties in writing, the term of the Loan shall be extended renewed automatically upon the agreement each of Both Parties through negotiations. its expirations for another ten (10) years.
1.2 During the term original or extended renewed term of such loanthe Loan, the Borrowers must make prepayment immediately upon occurrence of any of the following circumstances:
1.1.1 where the 30-day period expires after the Borrowers receive the written notice demanding repayment from the Lender;
1.1.2 where the Borrower, in the case of an individual, dies, losses or becomes limited in terms of civil capacity, or in the case of a limited liability company, is dissolved or liquidated;
1.1.3 where the Borrowers are no longer employed by the Lender, the Borrower shall refund the loan ahead of the loan term Company or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity their affiliates for civil actswhatever reason;
(2) Borrower quits from 1.1.4 where the Borrowers are engaged or dismissed by involved in criminal activities;
1.1.5 where any third party make claims against the Borrowers with an amount of RMB100,000 or more; or
1.1.6 where in accordance with the applicable PRC laws, the Lender or its affiliates;
(3) may directly hold the equity interests in the Borrower commits a crime or involves a crime;Company, the Borrower Company may lawfully continue with its business, and the Lender decides to exercise its exclusive purchase option under the exclusive purchase option contract (the “Exclusive Purchase Option Contract”) referred to herein.
1.2 The Subject to satisfaction of all conditions precedent set out in Section 2, the Lender agrees to remit the amount of such loan Loan to the bank account designated by the Borrower Borrowers within seven twenty (720) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 receipt of this Agreement are satisfiedthe written notice indicating the Borrowers’ demand for the Loan. The Borrower Borrowers shall issue confirmation notification an acknowledgement of receipt to the Lender on the same day receiving the amount of the loanwhen they receive such amount. The commitments of Loan extended by the Lender under this section are effective only to Contract shall be utilized by the Borrower itselfBorrowers only, but and shall not be used by the Borrower’s inheritor successors or transfereeassignees of the Borrowers.
1.3 The Borrower agrees Borrowers agree to accept the above Loan extended by the Lender, and hereby agree and undertake to use the Loan for funding business development of the Borrower Company. Without prior written consent of the Lender, the Borrowers shall not use such loan provided by amount for any other purpose.
1.4 Both the Lender and agrees the Borrowers agree and warrants hereby such loan shall be used acknowledge that the Borrowers may make repayment only for establishing an advertisement company in Shanghai for the Borrower. Without following manner determined by the Lender’s prior written consent, : the Borrowers shall transfer all the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company Interests they hold to the Lender or other (the legal person or natural person) person designated by the Lender upon the Lender’s exercise of its option to buy the Borrower Interests under the Exclusive Purchase Option Contract.
1.5 Both the Lender and the Borrowers agree and acknowledge that, to the extent permitted, any proceeds obtained by the Borrowers from transfer of the Borrower Interests shall be used for repaying for the Loan in accordance with this Contract in such manner as designated by the Lender.
1.5 The 1.6 Both the Lender and the Borrower hereby jointly Borrowers agree and confirm acknowledge that, to the extent permitted by applicable laws, the Lender shall have the right but no obligation to buy, or designated other legal or natural persons to buy, in whole or in part the Borrower Interests at any time at the purchase price agreed under the Exclusive Purchase Option Contract.
1.7 Both the Lender and the Borrowers agree and acknowledge that any proceeds raised from the transfer of Borrower’s Borrowers agree to create a pledge over all the equity interests they hold in the Borrower’s Borrower Company shall be paid in favor of the Lender to secure the debt repayment hereunder. For the avoidance of doubt, the Parties acknowledge that, in addition to the Lenderdebt under this Contract, the principal debt secured by the equity pledge under this section also includes all the debts owed by the Borrowers and the Borrower Company to the Lender under the Exclusive Business Cooperation Agreement, the Exclusive Purchase Option Contract and the Power of Attorney Agreement (as the consideration defined below).
1.8 Each of the loan provided by Borrowers has executed an irrevocable Power of Attorney Agreement (the Lender“Power of Attorney Agreement”), in under which they authorize the means Lender or any legal or natural person designated by the Lender in accordance with this Agreement and to exercise all their rights as the Agreement shall terminate simultaneouslyshareholders of the Borrower Company.
1.6 The Lender and 1.9 When the Borrowers transfer their Borrower hereby jointly agree and confirm that Interests to the Lender has or the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender, if the transfer price is equal to or lower than the principal of the Loan under this Contract, the Loan under this Contract shall be deemed to be interest free loan; if the transfer price is higher than the principal of the Loan under this Contract, the portion of the transfer price in excess of the principal shall be deemed to be the interests on the principal of the Loan and shall be repaid by the Borrowers to the Lender.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan loans to the Borrowers in the following amount: the Lender provides a loan of RMB 6,3624.123 to Borrower with A and a loan of RMB 7,069.347 to Borrower B.
1.2 The term of the principal as RMB 500,000 in accordance with afore-said loans provided by the terms and conditions set forth in this AgreementLender to the Borrowers is 10 years. Term for such loan will be ten (10) years and shall Such term may be extended upon a consensus reached by the agreement of Both Parties through negotiations. During consultation.
1.3 Notwithstanding the term or extended term of such loanforegoing, under the following circumstances, the Borrower Borrowers shall refund repay the loan ahead of loans hereunder to the loan term Lender, whether this Agreement has expired or the extended loan term, if either of the following events occursnot:
(1) Borrower becomes dead or becomes a person without capacity or with limited The Borrowers lose the capacity for civil actsconducts or are restricted in the capacity for civil conducts;
(2) Borrower quits from The Borrowers violate the criminal law or dismissed by the Lender or its affiliates;are involved in a criminal offence; or
(3) The Borrowers or the Borrower commits a crime or involves a crime;persons designated thereby may lawfully purchase the equities of the Company and the Lender makes the aforesaid requirements.
1.2 The 1.4 After the satisfaction of all preconditions set forth in Article 2, the Lender agrees to remit the amount of such loan to the account designated by the Borrower shall, within seven (7) 7 days after receiving the Borrower’s written notification loan-granting request given by the Borrowers, remit the aforesaid loans to use the loan, provided that all bank accounts designated by the Borrowers. The Borrowers shall send a written confirmation on receipt of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification loans to the Lender on the within one day after receiving the amount aforesaid loans.
1.5 The Borrowers can only use the above loans to subscribe for the registered capital of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the BorrowerCompany. Without the consent of the Lender’s prior written consent, the Borrower shall Borrowers may not use the amount of such loan aforesaid loans for any other purpose or transfer purposes or pledge its equity to a third person any rights and interests obtained thereby in the Borrower’s Company to any other third partyby using the loans.
1.4 1.6 The only method for the repayment of the aforesaid loans by the Borrowers is, when permitted by laws of China, to transfer to the Lender or the person designated thereby all equities obtained thereby in the Company by using the above-said loans.
1.7 The Lender and the Borrower jointly Borrowers hereby agree and confirm that the Borrower shall refund the loan only that, when permitted by transferring all laws of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the LenderChina, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has assumes no obligation toto purchase or arrange the person designated thereby to purchase from the Borrowers, at any timethe price equal to the amount of the loans, purchase all the equities obtained by the Borrowers in the Company by using the above-said loans. If the Lender or designate the other (legal person or natural person) to purchase all or designated thereby only purchases part of Borrower’s equity the above-said equities, correspondingly the price shall be adjusted proportionately.
1.8 When the Borrowers transfer to the Lender or the person designated thereby the equities obtained thereby in the Borrower’s Company at any by using the aforesaid loans, (1) if the actual transfer price determined by Both Partiesis not higher than the amount of loans hereunder, subject to the permission loans hereunder shall be deemed interest-free; (2) if the actual transfer price is higher than the amount of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights loans hereunder, the loans hereunder shall be deemed interest-bearing, and the part in excess shall be deemed as a shareholder of interest on the Borrower’s Company to a person designated by the Lenderloans hereunder.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as amount equivalent to RMB 500,000 1,000,000 for investment in ATA Intelligent Learning in accordance with the terms and conditions set forth in this Agreementherein (the “Loan”). Term The term for such loan will the Loan shall be ten (10) years and shall which may be extended upon the agreement Agreement of Both the Parties through negotiations(the “Term”). During Notwithstanding the term or extended term of such loanforegoing, in the following circumstances, the Borrower shall refund repay the loan ahead of Loan regardless if the loan term or the extended loan term, if either of the following events occursTerm has expired:
(1) 1.1.1 the Loan shall be due 30 days upon receiving written notice from the Lender requesting for repayment;
1.1.2 the Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) 1.1.3 for any reason, when the Borrower quits from or dismissed by no longer works for the Lender Lender, ATA Intelligent Learning or its affiliates;
(3) 1.1.4 the Borrower commits a crime or involves is involved in a crimecriminal act;
1.1.5 any third party claiming from the Borrower for payment of more than RMB 100,000; or
1.1.6 according to applicable PRC laws, foreign investors may invest in value-added telecommunication services through controlled or wholly-owned companies in China and/or other business as approved by the Lender, and the relevant Chinese authorities have begun approving such businesses, and the Lender decides to exercise the exclusive right of purchase in the “Call Option and Cooperation Agreement” as described under this Agreement (hereinafter referred to as the “Call Option and Cooperation Agreement”).
1.2 The Lender agrees to shall remit the Loan amount of such loan in full to the an account designated by the Borrower within seven twenty (720) days after receiving the Borrower’s written notification to use the loandisbursement notice in writing, provided that all of the preconditions conditions precedent to the disbursement set forth in Section 2 of this Agreement are have been fully satisfied. The Borrower shall issue deliver a written confirmation notification to the Lender on the same day after receiving the amount of the loanabove Loan. The commitments of the Lender Loan under this section are effective Agreement is only applicable to the Borrower itselfBorrower, but and cannot be assigned to the Borrower’s inheritor heirs or transfereeany assignees.
1.3 The Borrower agrees to accept such loan the abovementioned Loan provided by the Lender Lender, and hereby agrees and warrants hereby such loan shall that, the Loan will be used only for establishing an advertisement company capital investment in Shanghai for the BorrowerATA Intelligent Learning to develop its business. Without Unless with the Lender’s prior written consent, the Borrower shall not use the amount of such loan abovementioned Loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partypurpose.
1.4 The Lender and the Borrower jointly agree hereby consent and confirm that that, unless both the Lender and the Borrower shall refund agree otherwise, the loan Borrower’s repayment method can only be determined by transferring all of the Lender and may take the following form: according to the purchase rights and the Lender having the right to purchase the Borrower’s equity provision as defined in the Call Option and Cooperation Agreement, the Borrower transfers all of the Borrower’s Company equity to the Lender or other any person designated by the Lender (legal person or natural person) designated by the Lender).
1.5 The Lender and the Borrower hereby jointly agree consent and confirm that that, any proceeds raised from that the transfer of Borrower’s equity in Borrower receives through transferring the Borrower’s Company equity, if permitted, shall be used as the Loan repayment to the Lender according to this Agreement, and shall be paid to in the Lender, method as the consideration of the loan provided defined by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right toright, but has no not obligation to, at any timetime to, purchase or designate the other a third Party (legal person or natural person) to purchase all or part of the Borrower’s equity at a price as defined in the Borrower’s Company at any price determined by Both Parties, subject to Call Option and Cooperation Agreement (as permitted under the permission of the PRC law. ).
1.7 The Borrower warrants undertakes to issue sign an irrevocable proxy Power of Attorney (hereinafter referred to confer as the “Power of Attorney”) and to delegate all its his rights as a shareholder of ATA Intelligent Learning to the Borrower’s Company to Lender or a legal person or natural person designated by the Lender.
1.8 In the event the Borrower transfers the Borrower’s equity in ATA Intelligent Learning to the Lender or a third Party transferee designated by the Lender, if the amount of actual transfer price equals or is less than the principal amount of the Loan, or the Borrower and the Lender confirm jointly to repay the Loan in cash, the Loan shall be deemed as interest free; if the amount of the actual transfer price is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and shall be paid by the Borrower to the Lender in full.
Appears in 1 contract
Samples: Loan Agreement (ATA Inc.)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender and the Borrower hereby acknowledge that the Borrower has obtained from the Lender a loan in the amount of RMB125,000 (the “Loan”). Term for such loan will be ten (10) years and The term of the Loan shall be extended upon the agreement of Both Parties through negotiations. During period from the term date hereof to the date the Loan is fully repaid or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;waived according to this Agreement.
1.2 The Lender agrees to remit the amount of such loan to the account designated Loan provided by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only Agreement shall inure to the Borrower itself, but not the Borrower’s inheritor benefit only and not to the Borrower’s successor(s) or transfereeassign(s).
1.3 The Borrower agrees to accept such loan the Loan provided by the Lender Lender, and hereby agrees on and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai using the Loan solely for the Borrowerpurchase of the Target Equity Interest. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Loan for any purpose other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partythan set forth herein.
1.4 The Lender Parties agree and acknowledge that the repayment of the Loan by the Borrower jointly agree and confirm shall be that the Borrower transfer the current and future economic interest of the Target Equity Interest to the Lender. The Borrower undertakes to execute an Economic Interest Transfer Agreement accordingly (including its amendments from time to time, the “Economic Interest Transfer Agreement”).
1.5 The Borrower undertakes to execute an Exclusive Option Agreement (including its amendments from time to time, the “Exclusive Option Agreement”), under which, the Borrower grants the Lender an exclusive option with respect to the Target Equity Interest. To the extent permitted by the applicable PRC laws, the Lender shall refund have the loan only by transferring all of Borrower’s equity right but not the obligation to purchase or designate other person(s) (legal or natural person(s)) to purchase the Target Equity Interest in part or in whole at any time, at the price stipulated in the Borrower’s Company Exclusive Option Agreement.
1.6 The Borrower undertakes to execute an Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”), under which, the Borrower pledges to the Lender all the Target Equity Interest held by the Lender as security for the Lender’s obligations under this Agreement and relevant agreements.
1.7 The Borrower undertakes to execute an irrevocable Power of Attorney (including its amendments from time to time, the “Power of Attorney”), which authorizes the Lender or other (a legal person or natural personperson(s) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer to exercise all of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderTarget Company.
Appears in 1 contract
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Loan. 1.1 The Lender agrees (a) Subject to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions set forth in this Agreement, the Lender agrees to loan to the Company the principal amount of $1,000,000. Term for such loan The aggregate principal amount of the Loan shall not exceed $1,000,000. The Loan will be ten evidenced by the Company’s Promissory Notes in substantially the form attached hereto as Exhibit A (10) years and the “Note”). The Loan shall be extended upon secured by a Security Agreement among the agreement Company, Lightning Poker, Inc., a wholly owned subsidiary of Both Parties through negotiationsthe company (“LPI”) and the Lender in substantially the form attached hereto as Exhibit D (the “Security Agreement”), an Intellectual Property Security Agreement for Patents and Trademarks in substantially the form attached hereto as Exhibit E (the “Intellectual Property Security Agreement for Patents and Trademarks”), and an Intellectual Property Security Agreement for Copyrights and Mask Works in substantially the form attached hereto as Exhibit F (the “Intellectual Property Security Agreement for Copyrights and Mask Works”). During the term or extended term of such loanThe Security Agreement, the Borrower Intellectual Property Security Agreement for Patents and Trademarks and the Intellectual Property Security Agreement for Copyrights and Mask Works are hereinafter sometimes referred to collectively as the “Security Agreements.” The Loan will be guaranteed by LPI pursuant to a Guaranty in substantially the form attached hereto as Exhibit G (the "Guaranty"). This Agreement, the Notes, the Warrants (as defined below), the Security Agreements and the Guaranty may hereinafter be referred to collectively as the “Loan Documents, and individually as a “Loan Document.”
(b) Subject to the conditions set forth herein, at the Closing (as hereinafter defined) each Lender listed on Schedule I under the heading "Closing Date" shall refund advance its respective Loan amount to the loan ahead Company as specified for the Closing Date (as hereinafter defined). The consummation of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed transactions referred to in this Section 1 by the Lender shall constitute the Closing (the "Closing"). The date on which the Closing takes place is referred to herein as the "Closing Date." The Closing shall take place via email (or similar means of electronic transmission) and overnight mail at the offices of at 11:00 a.m. Eastern Standard Time on the date hereof, or at such other place and time or on such other date as the Requisite Lender (as hereinafter defined) and the Company may agree. At the Closing, the Company shall deliver to each Lender the deliverables as required hereunder and each Lender shall advance, by way of check or wire transfer, in immediately available funds, its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the respective Loan amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereeCompany.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Loan. 1.1 The I.1 Principal Lender agrees to provide a long-term loan lend to Borrower, and Borrower agrees to borrow from Lender, the Borrower with proceeds of the principal as RMB 500,000 Loan, in accordance with the terms hereof until the Maturity Date, for the purpose of acquiring and conditions set forth holding the Project; provided, however, that the maximum amount of such proceeds which Lender will be obligated to lend hereunder shall be the lesser of (a) seventy-five percent (75%) of the Purchase Price, or (b) seventy-five percent (75%) of the as-is value of the Project, as shown by the Appraisal. If Lender makes the Advance prior to the delivery by Borrower to Lender of the Appraisal, and if the Appraisal, when thereafter delivered, shows that the unpaid principal balance of the Loan is more than seventy-five percent (75%) of the as-is value of the Project, Borrower shall prepay a portion of said principal balance, without premium or penalty (except as provided in this AgreementSection I.4 if such prepayment is applied to one [1] or more Eurodollar Rate Advance(s) because there are not sufficient Reference Rate Advances to which the same may be applied), to a level such that said unpaid principal balance does not exceed seventy-five percent (75%) of said as-is value of the Project. Term The Advance shall be evidenced by the Note, and Borrower shall give Lender written notice not later than 10:00 A.M. (Minneapolis time) two (2) Eurodollar Business Days prior to the date of the Advance, if Borrower desires that any portion thereof be a Eurodollar Rate Advance. The entire unpaid principal amount of the Loan shall be deemed payable on the Termination Date. Interest shall accrue and be payable as follows:
A. Each Eurodollar Rate Advance shall bear interest on the unpaid principal amount thereof during the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Eurodollar Rate for such loan will Interest Period, plus (ii) the Applicable Margin. (If Borrower has made no election of an interest rate option with respect to any portion of the Advance, said portion shall be deemed to be a Reference Rate Advance.)
B. Each Reference Rate Advance shall bear interest on the unpaid principal amount thereof at a varying rate per annum equal to the sum of (i) the Reference Rate, plus (ii) the Applicable Margin.
C. Any portion of the Advance not paid when due, whether at the date scheduled therefor or earlier upon acceleration, which remains unpaid for more than ten (10) years days following written notice by Lender to Borrower thereof, shall bear interest until paid in full (i) during the balance of any Interest Period applicable to such portion, at a rate per annum equal to the sum of the rate applicable to such portion during such Interest Period plus 3.0%, and (ii) otherwise, at a rate per annum equal to the sum of (A) the Reference Rate, plus (B) the Applicable Margin for Reference Rate Advances, plus (C) 3.0% (herein called the "Default Rate").
D. Interest shall be extended payable (i) on the first day of each calendar month, commencing on the first day of ________, 1998 (pursuant to monthly statements to be provided by Lender therefor); (ii) upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
any permitted prepayment (1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit on the amount of such loan to prepaid); and (iii) on the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, Termination Date; provided that all of the preconditions set forth in interest under Section 2 of this Agreement are satisfiedI.2.C shall be payable on demand. The Borrower shall issue confirmation notification to the Lender Interest on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan Loan shall be used only for establishing an advertisement company in Shanghai for computed on the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount basis of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partyactual days elapsed and a year of 360 days.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with (a) NFF agrees, upon the terms and conditions set forth in this Agreement, to provide working capital loans to Borrower in an aggregate amount of $4,000,000 (the “Commitment”). Term for NFF agrees to make disbursements against the Commitment (each, a “Loan” and collectively, the “Loans”) to Borrower in amounts of up to $500,000 each upon satisfaction of the conditions in SECTION 2. Loans may be disbursed from time to time between the Closing Date (defined below in Section 2.1) to but excluding December 31, 2020 or such loan will be ten (10earlier date on which the Commitment terminates) years and in an aggregate principal amount not exceeding the Commitment. No more than one Loan shall be extended upon made in any calendar quarter. Amounts repaid or prepaid in respect of the agreement of Both Parties through negotiations. During the term or extended term Loans may not be re-borrowed.
(b) To request a Loan, Borrower shall notify NFF of such loanrequest by telephone or electronic transmission not later than 11:00 a.m., the Borrower shall refund the loan ahead of the loan term or the extended loan termNew York City time, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
three (3) business days before the requested funding date. Each such request by Borrower commits for a crime or involves Loan shall be confirmed promptly by delivery to NFF of a crime;
1.2 The Lender agrees written borrowing request substantially in the form of Exhibit A and signed by Borrower (a “Borrowing Request”). Each Loan shall be made by wire transfer to remit an account as directed by Borrower in the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loanapplicable Borrowing Request, provided that all upon satisfaction of the preconditions conditions set forth in Section 2 2.2 and, in the case of the initial Loan, Section 2.1.
(c) NFF reserves the right to delay or withhold a Loan if it finds any Borrowing Request does not comply with the requirements of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount in any way or if NFF determines that there has been a material adverse change in business, assets, operations, prospects or condition, financial or otherwise, of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without In the Lender’s prior written consentevent NFF delays or withholds any Loan, the Borrower shall not use have a reasonable time to remedy the amount of such loan for any other purpose or transfer or pledge its equity in situation to NFF’s satisfaction and resubmit the Borrower’s Company to any other third partyBorrowing Request.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Loan Agreement (TechSoup Global)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this AgreementContract, the Lender agrees to extend a loan totaling RMB49,900,000.00 (the “Loan”) to the Borrowers. Term for such loan will The term of the Loan shall be ten (10) years and as from the execution date of this Contract. Unless otherwise agreed by the Parties in writing, the term of the Loan shall be extended renewed automatically upon the agreement each of Both Parties through negotiations. its expirations for another ten (10) years.
1.2 During the term original or extended renewed term of such loanthe Loan, the Borrowers must make prepayment immediately upon occurrence of any of the following circumstances:
1.1.1 where the 30-day period expires after the Borrowers receive the written notice demanding repayment from the Lender;
1.1.2 where the Borrower, in the case of an individual, dies, losses or becomes limited in terms of civil capacity, or in the case of a limited liability company, is dissolved or liquidated;
1.1.3 where the Borrowers are no longer employed by the Lender, the Borrower shall refund the loan ahead of the loan term Company or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity their affiliates for civil actswhatever reason;
(2) Borrower quits from 1.1.4 where the Borrowers are engaged or dismissed by involved in criminal activities;
1.1.5 where any third party make claims against the Borrowers with an amount of RMB100,000 or more; or
1.1.6 where in accordance with the applicable PRC laws, the Lender or its affiliates;
(3) may directly hold the equity interests in the Borrower commits a crime or involves a crime;Company, the Borrower Company may lawfully continue with its business, and the Lender decides to exercise its exclusive purchase option under the exclusive purchase option contract (the “Exclusive Purchase Option Contract”) referred to herein.
1.2 The Subject to satisfaction of all conditions precedent set out in Section 2, the Lender agrees to remit the amount of such loan Loan to the bank account designated by the Borrower Borrowers within seven twenty (720) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 receipt of this Agreement are satisfiedthe written notice indicating the Borrowers’ demand for the Loan. The Borrower Borrowers shall issue confirmation notification an acknowledgement of receipt to the Lender on the same day receiving the amount of the loanwhen they receive such amount. The commitments of Loan extended by the Lender under this section are effective only to Contract shall be utilized by the Borrower itselfBorrowers only, but and shall not be used by the Borrower’s inheritor successors or transfereeassignees of the Borrowers.
1.3 The Borrower agrees Borrowers agree to accept the above Loan extended by the Lender, and hereby agree and undertake to use the Loan for funding business development of the Borrower Company. Without prior written consent of the Lender, the Borrowers shall not use such loan provided by amount for any other purpose.
1.4 Both the Lender and agrees the Borrowers agree and warrants hereby such loan shall be used acknowledge that the Borrowers may make repayment only for establishing an advertisement company in Shanghai for the Borrower. Without following manner determined by the Lender’s prior written consent, : the Borrowers shall transfer all the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company Interests they hold to the Lender or other (the legal person or natural person) person designated by the Lender upon the Lender’s exercise of its option to buy the Borrower Interests under the Exclusive Purchase Option Contract.
1.5 Both the Lender and the Borrowers agree and acknowledge that, to the extent permitted, any proceeds obtained by the Borrowers from transfer of the Borrower Interests shall be used for repaying for the Loan in accordance with this Contract in such manner as designated by the Lender.
1.5 The 1.6 Both the Lender and the Borrower hereby jointly Borrowers agree and confirm acknowledge that, to the extent permitted by applicable laws, the Lender shall have the right but no obligation to buy, or designated other legal or natural persons to buy, in whole or in part the Borrower Interests at any time at the purchase price agreed under the Exclusive Purchase Option Contract.
1.7 Both the Lender and the Borrowers agree and acknowledge that any proceeds raised from the transfer of Borrower’s Borrowers agree to create a pledge over all the equity interests they hold in the Borrower’s Borrower Company shall be paid in favor of the Lender to secure the debt repayment hereunder. For the avoidance of doubt, the Parties acknowledge that, in addition to the Lenderdebt under this Contract, the principal debt secured by the equity pledge under this section also includes all the debts owed by the Borrowers and the Borrower Company to the Lender under the Exclusive Business Cooperation Agreement, the Exclusive Purchase Option Contract and the Power of Attorney Agreement (as the consideration defined below).
1.8 Each of the loan provided by Borrowers has executed an irrevocable Power of Attorney Agreement (the Lender“Power of Attorney Agreement”), in under which they authorize the means Lender or any legal or natural person designated by the Lender in accordance with this Agreement and to exercise all their rights as the Agreement shall terminate simultaneouslyshareholders of the Borrower Company.
1.6 The Lender and 1.9 When the Borrowers transfer their Borrower hereby jointly agree and confirm that Interests to the Lender has or the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender, if the transfer price is equal to or lower than the principal of the Loan under this Contract, the Loan under this Contract shall be deemed to be interest free loan; if the transfer price is higher than the principal of the Loan under this Contract, the portion of the transfer price in excess of the principal shall be deemed to be the interests on the principal of the Loan and shall be repaid by the Borrowers to the Lender.
Appears in 1 contract
Loan. 1.1 The Lender agrees Subject to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions set forth hereof, Secured Party ---- agrees to make a loan in this Agreementthe maximum aggregate principal amount of FIFTEEN MILLION DOLLARS ($15,000,000) (the "Loan") in one or more advances to Debtor on such dates as Debtor may specify in writing to Secured Party (each, a "Drawdown Date"), which advances shall under no circumstances exceed an aggregate principal amount equal to the Maximum Aggregate Original Amount or, unless otherwise agreed in writing by Secured Party, be advanced after February 28, 1998 (the "Commitment Cut-off Date"). Term Debtor agrees to provide the Secured Party with a written request for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead any drawdown of the loan term or the extended loan term, if either of the following events occurs:
Loan hereunder (1a "Request for Drawdown") Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
at least three (3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan Business Days prior to the account designated by proposed Drawdown Date, which notice shall specify the Borrower within seven proposed Drawdown Date and the principal amount to be advanced on such date; provided however that (7i) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the principal amount of the loanamount to be advanced on any Drawdown Date shall not exceed the Maximum Original Amount with respect to the applicable Engine or, together with all other amounts advanced on prior Drawdown Dates, exceed the Maximum Aggregate Original Amount; (ii) each advance shall amortize over the remaining Payment Dates and mature on the Maturity Date; (iii) the Loan shall not be advanced in more than four fundings; and (iv) no amount shall, unless otherwise agreed in writing by Secured Party, be advanced after the Commitment Cut-off Date. The commitments In order to induce the Secured Party to make its Loan available hereunder, the Debtor has agreed to pay the Secured Party a fee equal to the Loan Fee. Whether or not the transactions contemplated hereby shall be consummated on the Closing Date, the Debtor agrees that the Loan Fee will be earned by the Secured Party as a processing fee; provided, however, that if the transactions contemplated -------- ------- hereby shall fail to be consummated solely on the Closing Date due to Secured Party's failure to provide the initial advance after satisfaction of all other conditions precedent set forth herein, Secured Party agrees to refund the Loan Fee less an amount equal to the costs and expenses (including, without limitation, legal fees and expenses and the fees of the Lender under this section are effective only appraiser who prepared the appraisal referred to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided in Articles 4(t) and 5(h) hereof) incurred by the Lender Secured Party in connection with the negotiation and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration documentation of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneouslytransactions contemplated hereby.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Security Agreement (Tower Air Inc)
Loan. 1.1 The Lender agrees to provide a long-term loan Lenders shall make loans (collectively, the “Loan”) to the Borrower with from time to time on and after the Closing Date in the aggregate principal amount of the Commitments as RMB 500,000 requested by the Borrower in accordance with the terms of Section 2.1 and conditions set forth as provided in this AgreementSection 2.1. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead In furtherance of the loan term or the extended loan term, if either of the following events occursforegoing:
(1A) the Initial Lender shall make a portion of the Loan to the Borrower becomes dead or becomes a person without capacity or with limited capacity for civil actson the Closing Date in the principal amount of $5,000,000;
(2B) if the Borrower quits from in good faith projects that the aggregate amount of its cash and cash equivalents will be less than $5,000,000 prior to the consummation of the Mergers under, and as defined in, the Merger Agreement, then the Initial Lender shall make a portion of the Loan to the Borrower after the Closing Date in a principal amount equal to the lesser of (i) $5,000,000 or dismissed by (ii) the unborrowed portion of the Initial Lender’s Commitment; and
(C) on each Incremental Commitment Effective Date, (i) the applicable Incremental Lender shall make a portion of the Loan to the Borrower in the principal amount of its Incremental Commitment and (ii) the Initial Lender shall make a portion of the Loan to the Borrower in the principal amount equal to the lesser of (a) 50% of the Incremental Commitment of such Incremental Lender or its affiliates;
(3b) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit unborrowed portion of the amount Initial Lender’s Commitment. Each Lender, severally and not jointly, shall make its portion of such loan the Loan to the Borrower in immediately available funds by crediting or wiring such proceeds to the deposit account designated of the Borrower identified in writing by the Borrower within seven (7) days after receiving the Borrower’s written notification for such purpose. The obligation of each Lender to use the loan, provided that all remit its portion of the preconditions set forth in Section 2 Loan to the Borrower is several from that of this Agreement are satisfiedeach other Lender and the failure of any Lender to so make such amount available to the Borrower will not relieve any other Lender of its obligations hereunder. The Borrower shall issue confirmation notification give each Lender prior written notice of its intention to the Lender on the day receiving the amount borrow a portion of the loan. The commitments Loan at least three Business Days before the proposed borrowing date for such Loan specifying (a) the date of such borrowing, which must be a Business Day and (b) the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the principal amount of such loan borrowing for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the each such Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan the Loan to the Borrowers as follows: providing RMB*** to Borrower with the principal as RMB 500,000 in accordance with the terms A, and conditions set forth in this Agreement. RMB*** to Borrow B.
1.2 Term for such loan will Loan shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations. During (the term or extended term of such loan"Term").
1.3 Notwithstanding the foregoing, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of in the following events occurscircumstances, Borrowers shall repay the Loan regardless if the Term has expired:
(1) Borrower becomes dead Borrowers decease or becomes become a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from Borrowers commit a crime or dismissed by the Lender or its affiliates;are involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest in the Borrower commits a crime or involves a crime;Company under the PRC law and Lender chooses to do so.
1.2 The 1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender agrees to shall remit the amount of such loan the Loan direct to the bank account designated by the Borrower Borrowers payment within seven (7) 7 days after receiving the Borrower’s written notification to use the loan, provided that all request of payment of Borrowers. Borrowers shall send a written receipt of the preconditions set forth in Section 2 of this Agreement are satisfied. Loan to Lender within 1 day after receiving the Loan.
1.5 The Borrower Loan shall issue confirmation notification only be used by Borrowers to the Lender on the day receiving the amount contribution of the loan. The commitments registered capital of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the BorrowerCompany. Without the Lender’s 's prior written consent, the Borrower Borrowers shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity their interests in the Borrower’s Company to any other third party.
1.4 The Lender and 1.6 Borrowers can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity their interests in the Borrower’s Company obtained by using the Loan to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The 1.7 Lender and the Borrower Borrowers hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity Borrowers' shares in the Borrower’s Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The Borrower warrants If Lender or the third party assignee designated by Lender only purchases part of Borrowers' interest in the Company, the purchase price shall be reduced on a pro rata basis.
1.8 In the event when Borrowers transfer their shares in the Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan the Loan to the Borrowers as follows: providing RMB 1800000 to Borrower with the principal as A, and RMB 500,000 in accordance with the terms and conditions set forth in this Agreement. 1200000 thousand to Borrow B.
1.2 Term for such loan will Loan shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations. During (the term or extended term of such loan“Term”).
1.3 Notwithstanding the foregoing, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of in the following events occurscircumstances, Borrowers shall repay the Loan regardless if the Term has expired:
(1) Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from commits a crime or dismissed by the Lender or its affiliates;is involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower’s interest in the Borrower commits a crime or involves a crime;Company under the PRC law and Lender chooses to do so.
1.2 The 1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender agrees to shall remit the amount of such loan the Loan direct to the bank account designated by the Borrower Borrowers payment within seven (7) 7 days after receiving the Borrower’s written notification to use the loan, provided that all request of payment of Borrowers. Borrowers shall send a written receipt of the preconditions set forth in Section 2 of this Agreement are satisfied. Loan to Lender within 1 days after receiving the Loan.
1.5 The Borrower Loan shall issue confirmation notification only be used by Borrowers to the Lender on the day receiving the amount contribution of the loan. The commitments newly increased registered capital of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the BorrowerCompany. Without the Lender’s prior written consent, the Borrower Borrowers shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity his interest in the Borrower’s Company to any other third party.
1.4 The Lender and 1.6 Borrowers can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity his interest in the Borrower’s Company obtained by using the Loan to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The 1.7 Lender and the Borrower Borrowers hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity Borrowers’ shares in the Borrower’s Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The Borrower warrants If Lender or the third party assignee designated by Lender only purchases part of Borrowers’ interest in the Company, the purchase price shall be reduced on a pro rata basis.
1.8 In the event when Borrowers transfer their shares in the Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan the Loan to the Borrowers as follows: providing RMB 3.85 million to Borrower with the principal as A, and RMB 500,000 in accordance with the terms and conditions set forth in this Agreement. 3.15 million to Borrow B.
1.2 Term for such loan will Loan shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations. During (the term or extended term of such loan"Term").
1.3 Notwithstanding the foregoing, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of in the following events occurscircumstances, Borrowers shall repay the Loan regardless if the Term has expired:
(1) Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from commits a crime or dismissed by the Lender or its affiliates;is involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest in the Borrower commits a crime or involves a crime;Company under the PRC law and Lender chooses to do so.
1.2 The 1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender agrees to shall remit the amount of such loan the Loan direct to the bank account designated by the Borrower Borrowers payment within seven (7) 7 days after receiving the Borrower’s written notification to use the loan, provided that all request of payment of Borrowers. Borrowers shall send a written receipt of the preconditions set forth in Section 2 of this Agreement are satisfied. Loan to Lender within 1 days after receiving the Loan.
1.5 The Borrower Loan shall issue confirmation notification only be used by Borrowers to the Lender on the day receiving the amount contribution of the loan. The commitments newly increased registered capital of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the BorrowerCompany. Without the Lender’s 's prior written consent, the Borrower Borrowers shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity his interest in the Borrower’s Company to any other third party.
1.4 The Lender and 1.6 Borrowers can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity his interest in the Borrower’s Company obtained by using the Loan to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The 1.7 Lender and the Borrower Borrowers hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity Borrowers' shares in the Borrower’s Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The Borrower warrants If Lender or the third party assignee designated by Lender only purchases part of Borrowers' interest in the Company, the purchase price shall be reduced on a pro rata basis.
1.8 In the event when Borrowers transfer their shares in the Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 2.1. The Borrower agrees to borrow from the Lender and the Lender agrees to provide a long-term loan make available and extend to the Borrower, at its sole and absolute discretion, the Loan, for an amount as mentioned in the Application Form and Schedule I, for the purpose as mentioned in the Application Form, on the terms and conditions contained in this Agreement and in other Loan Documents.
2.2. The disbursement of the Loan may be made directly to the Borrower with in one lump sum or in such Instalments as per the principal as RMB 500,000 details provided under the Application Form and Schedule I, subject to the terms and conditions contained herein. The Borrower understands that where BFL disburses the Loan to the Borrower using the IMPS facility and the Loan amount exceeds Rs 2 lacs, the Loan amount will be received by the Borrower in multiples of Rs.2 lacs.
2.3. The disbursement of the Loan shall be made in accordance with the RTGS business hours as notified by the RBI from time to time. The Lender shall not in any event or circumstance be liable or be construed as being liable in case there is any delay(s) in disbursement of the Loan on account of any technical or system errors, etc.
2.4. The Borrower may also avail:
(a) the Additional Loan by executing the Additional Loan Addendum; and
(b) the Flexi Loan by executing the Flexi Loan Addendum with the Lender. The Flexi Loan and the Additional Loan shall be subject to the terms and conditions set forth in this Agreementof the Loan Documents, the Flexi Loan Addendum and the Additional Loan Addendum, as the case may be. Term The Borrower applying for such loan will be ten (10) years and the Flexi Loan/Additional Loan is required to execute the Flexi Loan Addendum/Additional Loan Addendum each time. The Lender shall be extended upon entitled to withdraw/block/freeze/terminate the agreement of Both Parties through negotiations. During the term or extended term of such loan, Line Assignment provided to the Borrower shall refund in case the loan ahead Borrower defaults in payment of the loan term Outstanding Dues or the extended loan term, if either credit rating of the following events occurs:
(1) Borrower becomes dead falls below the required margin or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime resigns/is terminated from the employment or involves a crime;
1.2 The Lender agrees to remit for any other reason at the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all sole discretion of the preconditions set forth in Section 2 of this Agreement are satisfiedLender.
2.5. The Borrower shall issue confirmation notification pay interest on the Loan on the Interest Payment Date at the applicable Interest Rate. Subject to the commencement of Interest Payment Date with respect to the Loan, all interest accruing on the Outstanding Dues under the Loan shall accrue from day to day and shall be calculated on a reducing balance by taking a base of 360 (three hundred and sixty) days per year.
2.6. The Lender shall be entitled to revise the Interest Rate at any time and from time to time as per its policy, if any, during the Loan Tenor, at its sole discretion or due to change in the regulatory requirements including any guidelines/regulations issued by RBI and such revised Interest Rate shall be deemed to form part of the Loan and the Borrower shall also be liable to pay such revised amount of interest on the Loan in such manner and within such period as may be determined by the Lender in its sole discretion. Any revision in the Interest Rate shall be effective from a prospective date and the Lender shall notify the Borrower in advance to this effect and the same would be binding upon the Borrower. The Lender shall also notify any change in the Interest Rate by updating the same on its Website.
2.7. The Borrower agrees to repay the Monthly Instalments and the Outstanding Dues to the Lender on or before the day receiving Repayment Date using the amount of Repayment Modes as set out in Schedule II, or in such manner and at such place, as may be agreed between the loanBorrower and Lender. The commitments of instructions for the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan ECS as may provided by the Lender and agrees and warrants hereby such loan Borrower shall be used only for establishing an advertisement company in Shanghai for open ended and will cover the Borrowermaximum principal amount under the Loan and other Outstanding Dues thereon. Without The Lender may, at the Lender’s prior written consent, request of the Borrower shall not use in writing, agree to change the amount Repayment Mode. In case of such loan Line of Credit, if the Borrower defaults in payment of the Outstanding Dues or the credit rating of the Borrower falls below the required margin or the Borrower resigns/is terminated from the employment or for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided reason deemed fit by the Lender, in the means designated Lender shall be entitled to revise the Monthly Instalment by revising the repayment of principal amount to a monthly amortization method and the Borrower agrees that it shall be liable to pay such revised Monthly Instalment as per the repayment schedule revised by the Lender at its sole discretion. Such revision in accordance with this Agreement the Monthly Instalment and repayment schedule shall be effective from a prospective date and the Agreement Lender shall terminate simultaneously.
1.6 notify the Borrower in advance to this effect and the same would be binding upon the Borrower. The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation tomay, at any time, purchase or designate in its sole discretion, cancel/foreclose the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject Loan without prior notice to the permission of Borrower and revise the lawrepayment schedule in its sole and absolute discretion. The Borrower warrants agrees and undertakes to forthwith issue an irrevocable proxy fresh PDCs/ECS instruction to confer all the Lender in the event of any revision in the repayment schedule. The PDCs shall be presented for the encashment in case the Monthly Instalment through ECS is not processed due to any technical issue or otherwise. However, the Lender has a right to take action against the Borrower in case of default by the Borrower in payment of Monthly Instalments through ECS. The Borrower confirms having perused, understood the Lender’s method of calculating the interest on the Loan on reducing balance rate and also the calculation of the Monthly Instalments.
2.8. Notwithstanding anything contained in this Agreement, the Lender may at any time in its rights sole discretion and without assigning any reason whatsoever, call upon the Borrower to pay the Outstanding Dues and thereupon the Borrower shall within 15 (fifteen) days of being so called upon pay the whole of the Outstanding Dues to the Lender without any delay or demur. The liability of the Borrower to the Lender shall not be discharged until and unless the Borrower has paid or discharged the Outstanding Dues owed to the Lender under this Agreement.
2.9. The Monthly Instalments shall automatically change by reason of change in any rates, taxes, charges, imposts, levies and monies whatsoever that are or may be levied on the Monthly Instalments or the transaction contemplated hereunder or may become payable by the Borrower by virtue of this Agreement. Such change in the Monthly Instalments due to change in the rates, taxes, charges, imposts, levies and monies as a shareholder stated above shall be effected only prospectively and the same shall automatically form part of the Loan.
2.10. At the written request of the Borrower’s Company to a person designated , the Lender may foreclose the Loan by accepting the Lenderpre-payment of the Outstanding Dues (‘Pre-Payment’). The Pre-Payment of the Outstanding Dues may be either full Pre-Payment or part Pre-Payment as described below.
Appears in 1 contract
Samples: Personal Loan Agreement
Loan. 1.1 The Lender agrees to provide a long-term loan the Loan to the Borrowers as follows: providing RMB16, 500, 000 to Borrower with the principal as RMB 500,000 in accordance with the terms A, and conditions set forth in this Agreement. RMB12, 000, 000 to Borrow B.
1.2 Term for such loan will Loan shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations. During (the term or extended term of such loan"Term").
1.3 Notwithstanding the foregoing, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of in the following events occurscircumstances, Borrowers shall repay the Loan regardless if the Term has expired:
(1) Borrower becomes dead Borrowers decease or becomes become a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from Borrowers commit a crime or dismissed by the Lender or its affiliates;are involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest in the Borrower commits a crime or involves a crime;Company under the PRC law and Lender chooses to do so.
1.2 The 1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender agrees to shall remit the amount of such loan the Loan direct to the bank account designated by the Borrower Borrowers payment within seven (7) 7 days after receiving the Borrower’s written notification to use the loan, provided that all request of payment of Borrowers. Borrowers shall send a written receipt of the preconditions set forth in Section 2 of this Agreement are satisfied. Loan to Lender within 1 day after receiving the Loan.
1.5 The Borrower Loan shall issue confirmation notification only be used by Borrowers to the Lender on the day receiving the amount contribution of the loan. The commitments registered capital of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the BorrowerCompany. Without the Lender’s 's prior written consent, the Borrower Borrowers shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity their interests in the Borrower’s Company to any other third party.
1.4 The Lender and 1.6 Borrowers can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity their interests in the Borrower’s Company obtained by using the Loan to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The 1.7 Lender and the Borrower Borrowers hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity Borrowers' shares in the Borrower’s Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The Borrower warrants If Lender or the third party assignee designated by Lender only purchases part of Borrowers' interest in the Company, the purchase price shall be reduced on a pro rata basis.
1.8 In the event when Borrowers transfer their shares in the Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender and the Borrower hereby acknowledge that the Borrower has obtained from the Lender a loan in the amount of RMB30,000 (the “Loan”). Term for such loan will be ten (10) years and The term of the Loan shall be extended upon the agreement of Both Parties through negotiations. During period from the term date hereof to the date the Loan is fully repaid or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;waived according to this Agreement.
1.2 The Lender agrees to remit the amount of such loan to the account designated Loan provided by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only Agreement shall inure to the Borrower itself, but not the Borrower’s inheritor benefit only and not to the Borrower’s successor(s) or transfereeassign(s).
1.3 The Borrower agrees to accept such loan the Loan provided by the Lender Lender, and hereby agrees on and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai using the Loan solely for the Borrowerpurchase of the Target Equity Interest. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Loan for any purpose other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partythan set forth herein.
1.4 The Lender Parties agree and acknowledge that the repayment of the Loan by the Borrower jointly agree and confirm shall be that the Borrower transfer the current and future economic interest of the Target Equity Interest to the Lender. The Borrower undertakes to execute an Economic Interest Transfer Agreement accordingly (including its amendments from time to time, the “Economic Interest Transfer Agreement”).
1.5 The Borrower undertakes to execute an Exclusive Option Agreement (including its amendments from time to time, the “Exclusive Option Agreement”), under which, the Borrower grants the Lender an exclusive option with respect to the Target Equity Interest. To the extent permitted by the applicable PRC laws, the Lender shall refund have the loan only by transferring all of Borrower’s equity right but not the obligation to purchase or designate other person(s) (legal or natural person(s)) to purchase the Target Equity Interest in part or in whole at any time, at the price stipulated in the Borrower’s Company Exclusive Option Agreement.
1.6 The Borrower undertakes to execute an Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”), under which, the Borrower pledges to the Lender all the Target Equity Interest held by the Lender as security for the Lender’s obligations under this Agreement and relevant agreements.
1.7 The Borrower undertakes to execute an irrevocable Power of Attorney (including its amendments from time to time, the “Power of Attorney”), which authorizes the Lender or other (a legal person or natural personperson(s) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer to exercise all of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderTarget Company.
Appears in 1 contract
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as amount equal to the US Dollar equivalent of RMB 500,000 1,350,000 in accordance with the terms and conditions set forth in this Agreementherein (the "Loan"). Term for such loan will shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations(the "Term"). During Notwithstanding the term or extended term of such loanforegoing, in the following circumstances, Borrower shall refund repay the loan ahead of Loan regardless if the loan term or the extended loan term, if either of the following events occursTerm has expired:
(1) Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from commits a crime or dismissed by the Lender or its affiliates;is involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest in Fuhua under the Borrower commits a crime or involves a crime;PRC law and Lender chooses to do so.
1.2 The Borrower hereby irrevocably instructs Lender agrees to remit the amount of such loan the Loan direct to the account designated by the Borrower within seven (7) days after receiving the Ning Jun as Borrower’s written notification to use the loan, provided that all 's payment of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount purchase price of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereeequity.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan Loan shall only be used only for establishing an advertisement company in Shanghai for by Borrower to acquire the Borrowerequity of Fuhua. Without the Lender’s 's prior written consent, the Borrower shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity his interest in the Borrower’s Company Fuhua to any other third party.
1.4 The Lender and Borrower can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity his interest in the Borrower’s Company Fuhua to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The In the event Borrower transfers his interest to any third party other than Lender, Borrower shall pay the full amount of the proceeds it receives from such transfer to Lender regardless if the amount of such proceeds exceeds the amount of the Loan.
1.6 Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity 's interest in the Borrower’s Company Fuhua at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in Fuhua, the purchase price shall be reduced on a pro rata basis.
1.7 In the event when Borrower warrants transfers his interest in Fuhua to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrower to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as amount equal to the US Dollar equivalent of RMB 500,000 1,650,000 in accordance with the terms and conditions set forth in this Agreementherein (the "Loan"). Term for such loan will shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations(the "Term"). During Notwithstanding the term or extended term of such loanforegoing, in the following circumstances, Borrower shall refund repay the loan ahead of Loan regardless if the loan term or the extended loan term, if either of the following events occursTerm has expired:
(1) Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from commits a crime or dismissed by the Lender or its affiliates;is involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest in Fuhua under the Borrower commits a crime or involves a crime;PRC law and Lender chooses to do so.
1.2 The Borrower hereby irrevocably instructs Lender agrees to remit the amount of such loan the Loan direct to the account designated by the Borrower within seven (7) days after receiving the Xxxx Xx as Borrower’s written notification to use the loan, provided that all 's payment of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount purchase price of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereeequity.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan Loan shall only be used only for establishing an advertisement company in Shanghai for by Borrower to acquire the Borrowerequity of Fuhua. Without the Lender’s 's prior written consent, the Borrower shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity his interest in the Borrower’s Company Fuhua to any other third party.
1.4 The Lender and Borrower can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity his interest in the Borrower’s Company Fuhua to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The In the event Borrower transfers his interest to any third party other than Lender, Borrower shall pay the full amount of the proceeds it receives from such transfer to Lender regardless if the amount of such proceeds exceeds the amount of the Loan.
1.6 Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity 's interest in the Borrower’s Company Fuhua at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in Fuhua, the purchase price shall be reduced on a pro rata basis.
1.7 In the event when Borrower warrants transfers his interest in Fuhua to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrower to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender agrees to extend a loan totaling RMB50,000,000 (the “Loan”) to the Borrowers according to the Appendix 1. Term for such loan will The term of the Loan shall be ten (10) years and as from the execution date of this Agreement. Unless otherwise agreed by the Parties in writing, the term of the Loan shall be extended renewed automatically upon the agreement each of Both Parties through negotiations. its expirations for another ten (10) years.
1.2 During the term original or extended renewed term of such loanthe Loan, the Borrowers must make prepayment immediately upon occurrence of any of the following circumstances:
1.2.1 where the 30-day period expires after the Borrowers receive the written notice demanding repayment from the Lender;
1.2.2 where the Borrower, in the case of an individual, dies, losses or becomes limited in terms of civil capacity;
1.2.3 where the Borrowers are no longer employed by the Lender, the Borrower shall refund the loan ahead of the loan term Company or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity their affiliates for civil actswhatever reason;
(2) Borrower quits from 1.2.4 where the Borrowers are engaged or dismissed by involved in criminal activities;
1.2.5 where any third party make claims against the Borrowers with an amount of RMB100,000 or more; or
1.2.6 where in accordance with the applicable PRC laws, the Lender or its affiliates;
(3) may directly hold the equity interests in the Borrower commits a crime or involves a crime;Company, the Borrower Company may lawfully continue with its business, and the Lender decides to exercise its exclusive purchase option under the Exclusive Option Agreement (the “Exclusive Option Agreement”) referred to herein.
1.2 The 1.3 Subject to satisfaction of all conditions precedent set out in Section 2, the Lender agrees to remit the amount of such loan Loan to the bank account designated by the Borrower Borrowers within seven twenty (720) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 receipt of this Agreement are satisfiedthe written notice indicating the Borrowers’ demand for the Loan. The Borrower Borrowers shall issue confirmation notification an acknowledgement of receipt to the Lender on the same day receiving the amount of the loanwhen they receive such amount. The commitments of Loan extended by the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided Agreement shall be utilized by the Lender Borrowers only, and agrees and warrants hereby such loan shall not be used only for establishing an advertisement company in Shanghai for by the Borrower. Without successors or assignees of the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partyBorrowers.
1.4 The Borrowers agree to accept the above Loan extended by the Lender, and hereby agree and undertake to use the Loan for funding business development of the Borrower Company. Without prior written consent of the Lender, the Borrowers shall not use such amount for any other purpose.
1.5 Both the Lender and the Borrower jointly Borrowers agree and confirm acknowledge that the Borrowers may make repayment only in following manner determined by the Lender: the Borrowers shall transfer all the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company Interests they hold to the Lender or other (the legal person or natural person) person designated by the Lender upon the Lender’s exercise of its option to buy the Borrower Interests under the Exclusive Option Agreement.
1.6 Both the Lender and the Borrowers agree and acknowledge that, to the extent permitted, any proceeds obtained by the Borrowers from transfer of the Borrower Interests shall be used for repaying for the Loan in accordance with this Agreement in such manner as designated by the Lender.
1.5 The 1.7 Both the Lender and the Borrower hereby jointly Borrowers agree and confirm acknowledge that, to the extent permitted by applicable laws, the Lender shall have the right but no obligation to buy, or designated other legal or natural persons to buy, in whole or in part the Borrower Interests at any time at the purchase price agreed under the Exclusive Option Agreement.
1.8 Both the Lender and the Borrowers agree and acknowledge that any proceeds raised from the transfer of Borrower’s Borrowers agree to create a pledge over all the equity interests they hold in the Borrower’s Borrower Company shall be paid in favor of the Lender to secure the debt repayment hereunder. For the avoidance of doubt, the Parties acknowledge that, in addition to the Lenderdebt under this Agreement, as the consideration principal debt secured by the equity pledge under this section also includes all the debts owed by the Borrowers and the Borrower Company to the Lender under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement and the Power of Attorney Agreement(as defined below).
1.9 Each of the loan provided by Borrowers has executed an irrevocable Power of Attorney Agreement (the Lender“Power of Attorney Agreement”), in under which they authorize the means Lender or any legal or natural person designated by the Lender in accordance with this Agreement and to exercise all their rights as the Agreement shall terminate simultaneouslyshareholders of the Borrower Company.
1.6 The Lender and 1.10 When the Borrowers transfer their Borrower hereby jointly agree and confirm that Interests to the Lender has or the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender, if the transfer price is equal to or lower than the principal of the Loan under this Agreement, the Loan under this Agreement shall be deemed to be interest free loan; if the transfer price is higher than the principal of the Loan under this Agreement, the portion of the transfer price in excess of the principal shall be deemed to be the interests on the principal of the Loan and shall be repaid by the Borrowers to the Lender.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this AgreementContract, the Lender agrees to extend a loan totaling RMB750,000,000.00 (the “Loan”) to the Borrowers. Term for such loan will The term of the Loan shall be ten (10) years and as from the execution date of this Contract. Unless otherwise agreed by the Parties in writing, the term of the Loan shall be extended renewed automatically upon the agreement each of Both Parties through negotiations. its expirations for another ten (10) years.
1.2 During the term original or extended renewed term of such loanthe Loan, the Borrowers must make prepayment immediately upon occurrence of any of the following circumstances:
1.1.1 where the 30-day period expires after the Borrowers receive the written notice demanding repayment from the Lender;
1.1.2 where the Borrower, in the case of an individual, dies, losses or becomes limited in terms of civil capacity, or in the case of a limited liability company, is dissolved or liquidated;
1.1.3 where the Borrowers are no longer employed by the Lender, the Borrower shall refund the loan ahead of the loan term Company or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity their affiliates for civil actswhatever reason;
(2) Borrower quits from 1.1.4 where the Borrowers are engaged or dismissed by involved in criminal activities;
1.1.5 where any third party make claims against the Borrowers with an amount of RMB100,000 or more; or
1.1.6 where in accordance with the applicable PRC laws, the Lender or its affiliates;
(3) may directly hold the equity interests in the Borrower commits a crime or involves a crime;Company, the Borrower Company may lawfully continue with its business, and the Lender decides to exercise its exclusive purchase option under the exclusive purchase option contract (the “Exclusive Purchase Option Contract”) referred to herein.
1.2 The Subject to satisfaction of all conditions precedent set out in Section 2, the Lender agrees to remit the amount of such loan Loan to the bank account designated by the Borrower Borrowers within seven twenty (720) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 receipt of this Agreement are satisfiedthe written notice indicating the Borrowers’ demand for the Loan. The Borrower Borrowers shall issue confirmation notification an acknowledgement of receipt to the Lender on the same day receiving the amount of the loanwhen they receive such amount. The commitments of Loan extended by the Lender under this section are effective only to Contract shall be utilized by the Borrower itselfBorrowers only, but and shall not be used by the Borrower’s inheritor successors or transfereeassignees of the Borrowers.
1.3 The Borrower agrees Borrowers agree to accept the above Loan extended by the Lender, and hereby agree and undertake to use the Loan for funding business development of the Borrower Company. Without prior written consent of the Lender, the Borrowers shall not use such loan provided by amount for any other purpose.
1.4 Both the Lender and agrees the Borrowers agree and warrants hereby such loan shall be used acknowledge that the Borrowers may make repayment only for establishing an advertisement company in Shanghai for the Borrower. Without following manner determined by the Lender’s prior written consent, : the Borrowers shall transfer all the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company Interests they hold to the Lender or other (the legal person or natural person) person designated by the Lender upon the Lender’s exercise of its option to buy the Borrower Interests under the Exclusive Purchase Option Contract.
1.5 Both the Lender and the Borrowers agree and acknowledge that, to the extent permitted, any proceeds obtained by the Borrowers from transfer of the Borrower Interests shall be used for repaying for the Loan in accordance with this Contract in such manner as designated by the Lender.
1.5 The 1.6 Both the Lender and the Borrower hereby jointly Borrowers agree and confirm acknowledge that, to the extent permitted by applicable laws, the Lender shall have the right but no obligation to buy, or designated other legal or natural persons to buy, in whole or in part the Borrower Interests at any time at the purchase price agreed under the Exclusive Purchase Option Contract.
1.7 Both the Lender and the Borrowers agree and acknowledge that any proceeds raised from the transfer of Borrower’s Borrowers agree to create a pledge over all the equity interests they hold in the Borrower’s Borrower Company shall be paid in favor of the Lender to secure the debt repayment hereunder. For the avoidance of doubt, the Parties acknowledge that, in addition to the Lenderdebt under this Contract, the principal debt secured by the equity pledge under this section also includes all the debts owed by the Borrowers and the Borrower Company to the Lender under the Exclusive Business Cooperation Agreement, the Exclusive Purchase Option Contract and the Power of Attorney Agreement (as the consideration defined below).
1.8 Each of the loan provided by Borrowers has executed an irrevocable Power of Attorney Agreement (the Lender“Power of Attorney Agreement”), in under which they authorize the means Lender or any legal or natural person designated by the Lender in accordance with this Agreement and to exercise all their rights as the Agreement shall terminate simultaneouslyshareholders of the Borrower Company.
1.6 The Lender and 1.9 When the Borrowers transfer their Borrower hereby jointly agree and confirm that Interests to the Lender has or the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender, if the transfer price is equal to or lower than the principal of the Loan under this Contract, the Loan under this Contract shall be deemed to be interest free loan; if the transfer price is higher than the principal of the Loan under this Contract, the portion of the transfer price in excess of the principal shall be deemed to be the interests on the principal of the Loan and shall be repaid by the Borrowers to the Lender.
Appears in 1 contract
Loan. 1.1 The Lender agrees (a) Subject to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loanhereof, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The each Lender agrees to remit make a term loan to Borrowers, on the Closing Date, in the aggregate principal amount of Six Million One Hundred Twenty-Two Thousand Four Hundred Forty-Nine United States Dollars (U.S.$6,122,449), which aggregate principal amount shall include its Pro Rata Share of OID Amount (the “Loan”), in the amount set forth for each such Lender on Schedule 1. The obligations of such loan each Lender hereunder shall be separate and not joint and several. The Loan shall be evidenced by a promissory note substantially in the form of Exhibit 2.1(a) (the “Note”) and Borrowers shall execute and deliver the Note to Agent, for the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all benefit of the preconditions set forth in Section 2 of this Agreement are satisfiedLender Group. The Borrower Note shall issue confirmation notification represent the obligation of Borrowers to pay to Agent, for the benefit of the Lender on Group, the day receiving the full principal amount of the loanLoan (including the OID Amount), together with interest thereon as prescribed in Section 2.4. The commitments amount of the Loan funded by each Lender under this section are effective only to Borrowers on the Borrower itself, but not Closing Date shall be reduced by such Lender’s Pro Rata Share of the Borrower’s inheritor or transfereeOID Amount.
1.3 (b) The Borrower agrees to accept such loan provided Loan proceeds representing the Senior Subordinated Note Payoff Amount and the items described in clauses (b) and (c) of the definition of “Net Loan Proceeds” shall be deposited by Lenders as directed by Borrowers and the Lender and agrees and warrants hereby such loan Net Loan Proceeds shall be deposited by Lenders as described in Section 8.1 hereof. The Loan proceeds shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partyas permitted under Section 2.3 hereto.
1.4 (c) The Lender aggregate outstanding principal balance of the Loan shall be due and payable in full, together with interest thereon as described in Section 2.4, in immediately available funds, on the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity Maturity Date, if not sooner paid in the Borrower’s Company full. No payment or prepayment with respect to the Lender or other (legal person or natural person) designated by the LenderLoan may be reborrowed.
1.5 The Lender and (d) Each payment or prepayment of principal with respect to the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company Loan shall be paid to Agent for the ratable benefit of each Lender, as the consideration of the loan provided by the ratably in proportion to each such Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously’s respective Pro Rata Share.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Loan Agreement (PDS Gaming Corp)
Loan. 1.1 The (a) Subject to the terms and conditions hereof, Lender agrees to provide a long-term loan make the Loan to the Borrower with in the principal as RMB 500,000 amount outstanding at any one time not to exceed the Maximum Loan Amount. During the Commitment Period, Borrower may utilize the Commitment by requesting Loan Advances, Borrower may repay the Loan in whole or in part at any time during such period, and additional Loan Advances may be made all in accordance with the terms and conditions set forth in this Agreementhereof. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes Lender’s obligation to make a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan Loan Advance pursuant to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 terms of this Agreement are satisfiedshall terminate on the Termination Date. The Borrower Notwithstanding the foregoing, Lender shall issue confirmation notification have no commitment or obligation to make any Loan Advance in connection with pledged Servicing Rights to the extent such Loan Advance exceeds the lesser of (i) the Maximum Servicing Rights Loan Amount and (ii) the Servicing Rights Borrowing Base. Notwithstanding the foregoing, Lender shall have no commitment or obligation to make any Loan Advance in connection with Receivables to the extent such Loan Advance exceeds the lesser of (i) the Maximum Servicer Advance Loan Amount and (ii) the Receivables Borrowing Base.
(b) The Loan shall initially be evidenced by a single amended and restated promissory note (the “Note”) of Borrower in the form of Exhibit A hereto dated the Closing Date and payable to Lender. Borrower agrees that Lender is authorized to record on the day receiving Note (i) the date and amount of each Loan Advance made by Lender pursuant hereto and (ii) the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender date and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all each payment of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer principal of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lendereach Loan Advance, in the means designated by the books and records of Lender in accordance with this Agreement such manner as is reasonable and customary for Lender, and that a certificate of an officer of Lender, setting forth in reasonable detail the Agreement information so recorded, shall terminate simultaneously.
1.6 The Lender and constitute prima facie evidence of the Borrower hereby jointly agree and confirm accuracy of the information so recorded, absent manifest error; provided that the failure to make any such recording shall not in any way affect the Obligations of Borrower or the rights of Lender has hereunder or under the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderNote.
Appears in 1 contract
Samples: Loan and Security Agreement (Pennymac Financial Services, Inc.)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 4,000,000 in accordance with the terms and conditions set forth in this Agreement. Term The term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either any of the following events occurs:
(1) the Borrower becomes dead dies or becomes a person without capacity or with limited capacity for civil acts;
(2) the Borrower quits from or is dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves involved in a crime;
(4) any other third party claim more than RMB 500,000 against the Borrower;
(5) foreign investors are permitted to invest in the business of value-added telecommunication and the relevant authorities begin to approve such business in accordance with the applicable laws of PRC.
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue a confirmation notification to the Lender on the day receiving the amount date of receipt of the loanloan amount. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company the investment in Shanghai for the Borrower’s Company to expand the business of the company. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any purchase price determined in Exclusive Purchase Right Contract entered by Both Partiesthe Lender, the Borrower and Borrower’s Company as of [], 2003, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Loan Agreement (Mtone Wireless Corp)
Loan. 1.1 The Lender hereby agrees to provide make a long-term loan (the “Loan”) to the Borrower with in the principal face amount of $980,000.00. The obligation to repay the Loan is evidenced by that certain promissory note dated even date herewith in the original principal amount of $980,000.00 (said promissory note, together with all renewals, extensions or rearrangements thereof being hereafter individually and collectively, as RMB 500,000 in accordance with the case may be, referred to as the “Note”). All terms governing the repayment, interest rate and conditions maturity date of the Loan shall be as set forth in this Agreementthe Note. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit and acknowledges that the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments right of the Lender to receive payments hereunder and under this section the other Loan Documents are effective only subordinated to the rights of BlueCrest Venture Finance Master Fund Limited, as assignee of BlueCrest Capital Finance, L.P. (“BlueCrest”) to receive payments from the Borrower itselfof all amounts (including, but without limitation, principal, interest, and prepayment premiums, if any) under that Amended and Restated Promissory Note, dated as of December 31, 2009, made by Borrower in favor of BlueCrest, and the related Senior Loan Agreement by and between Borrower and BlueCrest pursuant to the terms of that certain Subordination Agreement between Lender and BlueCrest, dated as of October __, 2010; provided, that, the foregoing subordination is not applicable to, and Lender shall have the first priority lien and security interest in (i) the amounts held in the Reserve Account of Borrower with Lender (as further described in the Loan Agreement); (ii) Lender’s right to proceed against the certificates of deposit under the Certificate of Deposit pledged under the CD Account Agreements (as further described in the Loan Agreement); or (iii) Lender’s rights to proceed against any other Collateral to secure Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender obligations hereunder and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the LenderLoan Documents.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Loan Agreement (Bioheart, Inc.)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with - Principal Advances ------------------------ Upon the terms and subject to the conditions set forth in this Agreement. Term , each Lender severally agrees to lend to Borrower, through the Agent, an amount up to such Lender's Commitment Percentage of Advances on a revolving basis, at any time and from time to time, in accordance with the terms hereof, from the Closing Date to the Termination Date, during which period Borrower may borrow, repay and reborrow in accordance with the terms hereof, for such loan will be ten (10) years the purpose of funding pre-development, development, acquisitions, renovations/expansions and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loanworking capital, the Borrower shall refund the loan ahead distributions and principal amortization requirements of the loan term or the extended loan termBorrower; provided, if either however, that (A) at no time shall any Lender be obligated to lend to Borrower more than its Commitment Percentage of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the total amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all proceeds of the preconditions set forth in Section 2 of this Agreement are satisfied. The Loan which Borrower shall issue confirmation notification has then qualified to the Lender on the day receiving receive hereunder, and (B) the amount of the loanTotal Revolving Outstandings shall never exceed the lesser of (x) the Revolving Commitment Amount and (y) the Loan Availability. The commitments of the All Advances by each Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrowerevidenced by a Note. Without the Lender’s prior written consent, Each Note executed by the Borrower shall not use be in the aggregate principal amount equal to such Lender's Commitment Percentage of the Revolving Commitment Amount. Each Lender shall enter in its ledgers and records the amount of each such loan Advance, the amount of each Advance made, and of each payment made upon the Loan, and each Lender is authorized by Borrower to enter on a schedule attached to the Note a record of such Advances and payments; provided, however, that the failure by any Lender to make any such entry or any error by such Lender in making such entry shall not limit or otherwise affect the obligations of Borrower hereunder and under the Note. Notwithstanding the express principal amount of the Note, Borrower shall not at any time be obligated to repay more or less than the total of all Advances made by each Lender pursuant hereto and to the other Loan Documents, together with interest thereon at the rates specified below and in the Note, computed on each Advance from the date it is so made by such Lender, and all other advances made by such Lender pursuant to the terms of the Loan Documents, with interest thereon as therein provided, less all payments of principal of and interest on the Note, and of such advances and interest thereon, made by Borrower. The entire unpaid principal amount of the Loan shall be due and payable on the Termination Date.
1.2 - Interest -------------- Interest shall accrue and be payable on the Advances from the date made as follows:
A. Each Eurodollar Rate Advance shall bear interest on the unpaid principal amount thereof during the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted Eurodollar Rate for such Interest Period, plus (ii) the Applicable Margin. (If Borrower has made no election of an interest rate option with respect to any Advance, said Advance shall be deemed to be a Reference Rate Advance.) Notwithstanding anything to the contrary herein set forth, the Adjusted Eurodollar Rate payable upon any Eurodollar Rate Advance shall not decrease during any Interest Period.
B. Each Reference Rate Advance shall bear interest on the unpaid principal amount thereof at a varying rate per annum equal to the sum of (i) the Reference Rate, plus (ii) the Applicable Margin.
C. Any Advance not paid when due, whether at the date scheduled therefor or earlier upon acceleration, shall bear interest until paid in full (i) during the balance of any Interest Period applicable to such Advance, at a rate per annum equal to the sum of the rate applicable to such Advance during such Interest Period plus four percent (4%), and (ii) otherwise, at a rate per annum equal to the sum of (x) the Reference Rate, plus (y) the Applicable Margin for Reference Rate Advances, plus (z) four percent (4%) (herein called the "DEFAULT RATE").
D. Interest shall be payable by Borrower (i) with respect to each Advance, on the first Business Day of each calendar month, commencing on the first Business Day of the next calendar month after the calendar month in which the first Advance is made; (ii) with respect to all Advances, upon any permitted prepayment (on the amount prepaid); and (iii) with respect to all Advances, on the Termination Date; provided that interest under SECTION 1.2(C) shall be payable on demand, at Lenders' option. Interest on the Loan shall be computed on the basis of actual days elapsed and a year of 360 days.
E. In no event shall the Reference Rate or any applicable Adjusted Eurodollar Rate ever exceed the maximum rate permitted by applicable law (if any such maximum rate is established by applicable law), and such maximum rate shall change if and when applicable law changes to permit a higher maximum rate. Borrower and Lenders agree that no payment of interest or other consideration made or agreed to be made by Borrower to Lenders pursuant to the Note, this Agreement or any other purpose instrument evidencing or transfer or pledge its equity in securing the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation toLoan shall, at any time, purchase be deemed to have been computed at an interest rate in excess of the maximum rate of interest permissible by law, if any. In the event such payments of interest or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity consideration provided for in the Borrower’s Company at Note, this Agreement or any price determined by Both Partiesother instrument referring to or securing the Note shall result in payment of an effective rate of interest which, subject for any period of time, is in excess of the limit of the usury law or any other law applicable to the permission loan evidenced hereby, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party or parties hereto, be applied to the principal balance immediately upon receipt of such monies by Lenders with the same force and effect as though Borrower had specifically designated, and Lenders had agreed to accept, such extra payments as a principal payment, without premium or penalty. If principal has been fully paid, any such excess amount shall be refunded to Borrower. This provision shall control over every other obligation of Borrower and Lenders under the Note, under this Agreement and under any instrument which secures the Note.
F. In the event that any required payment of principal and/or interest under the Note or hereunder is not made on the due date thereof, Borrower shall pay to Agent on behalf of Lenders a late payment charge equal to five percent (5%) of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder amount of the Borrower’s Company overdue payment, for the purpose of reimbursing Lenders for a portion of the expense incident to a person designated by handling the Lenderoverdue payment.
Appears in 1 contract
Loan. 1.1 (a) The Lender agrees to provide a long-term Authority shall loan to the Borrower with the principal as RMB 500,000 in accordance with Authority CNI Loan for the terms and conditions purposes set forth in Section 2.4(a) of this Agreement, and the Borrower shall repay principal and interest on the Authority CNI Loan pursuant to the Authority CNI Note beginning at Closing. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loanFollowing Conversion, the Borrower shall refund repay the loan ahead Authority CNI Loan to the Authority from Cash Flow to the extent available until the Loan Maturity Date, when all remaining unpaid principal and interest shall be due and payable, all as more fully and particularly provided in the Authority CNI Note. The Authority’s obligation to disburse the proceeds of the loan term or Authority CNI Loan to the extended loan term, if either Borrower shall be contingent on the Authority’s receipt of funds from HUD under the following events occurs:CNI Grant Agreement. The obligation to repay the Authority CNI Loan shall be evidenced by the Authority CNI Note in the form attached hereto as Exhibit G-1.
(1b) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such Authority shall loan to the account designated by Borrower the Borrower within seven (7) days after receiving Authority IIG Loan for the Borrower’s written notification to use the loan, provided that all of the preconditions purposes set forth in Section 2 2.4(b) of this Agreement are satisfiedAgreement, and the Borrower shall repay principal and interest on the Authority IIG Loan pursuant to the Authority IIG Note. The Borrower obligation to repay the Authority IIG Loan shall issue confirmation notification to be evidenced by the Lender on Authority IIG Note in the day receiving the amount of the loan. form attached hereto as Exhibit G-2.
(c) The commitments of the Lender under this section are effective only Authority shall loan to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai Authority Bridge Loan for the Borrower. Without the Lender’s prior written consentpurposes set forth in Section 2.4(d) of this Agreement, and the Borrower shall not use repay the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company Authority Bridge Loan to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any Authority from proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the LenderAHP Loan (if obtained) and, in the means designated event the AHP Loan is not obtained and/or such proceeds are insufficient to repay the entire indebtedness, from Cash Flow to the extent available until the Loan Maturity Date, when all remaining unpaid principal and interest shall be due and payable, all as more fully and particularly provided in the Note. The obligation to repay the Loan shall be evidenced by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity Authority Bridge Note in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights form attached hereto as a shareholder of the Borrower’s Company to a person designated by the LenderExhibit G-4.
Appears in 1 contract
Samples: Loan Agreement
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as amount equal to the US Dollar equivalent of RMB 500,000 1,650,000 in accordance with the terms and conditions set forth in this Agreementherein (the "Loan"). Term for such loan will shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations(the "Term"). During Notwithstanding the term or extended term of such loanforegoing, in the following circumstances, Borrower shall refund repay the loan ahead of Loan regardless if the loan term or the extended loan term, if either of the following events occursTerm has expired:
(1) Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from commits a crime or dismissed by the Lender or its affiliates;is involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest in Fuhua under the Borrower commits a crime or involves a crime;PRC law and Lender chooses to do so.
1.2 The Lender agrees to shall remit the amount of such loan the Loan to the an account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan's disbursement notice in writing, provided that all of the preconditions conditions precedent to disbursement set forth in Section 2 of this Agreement are have been fully satisfied. The Borrower shall issue deliver a written confirmation notification to the Lender on the within one (1) day after receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereeLoan.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan Loan shall only be used only for establishing an advertisement company by Borrower to invest in Shanghai for the BorrowerFuhua's registered capital. Without the Lender’s 's prior written consent, the Borrower shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity his interest in the Borrower’s Company Fuhua to any other third party.
1.4 The Lender and Borrower can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity his interest in the Borrower’s Company Fuhua to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The In the event Borrower transfers his interest to any third party other than Lender, Borrower shall pay the full amount of the proceeds it receives from such transfer to Lender regardless if the amount of such proceeds exceeds the amount of the Loan.
1.6 Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity 's interest in the Borrower’s Company Fuhua at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in Fuhua, the purchase price shall be reduced on a pro rata basis.
1.7 In the event when Borrower warrants transfers his interest in Fuhua to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrower to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 The Lender agrees shall not be obligated to provide a long-term loan disburse all or any portion of the Loan, unless at or prior to the time of the making of such disbursement, the following conditions have been fulfilled:
a. Borrower and Guarantor shall have performed and complied with the principal as RMB 500,000 in accordance with the all terms and conditions required by this Agreement prior to or at the date of the making of any disbursement and shall have executed and delivered to Lender all documents required by Lender as set forth herein, all in this Agreement. Term for such loan will be ten (10) years form, substance and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the content in all respects satisfactory to Lender.
b. Borrower shall refund the loan ahead have delivered to Lender a Mortgagee Policy of the loan term or the extended loan termTitle Insurance issued by First American Insurance Company ("Title Company"), if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments Loan, insuring that the Deed of Trust constitutes a valid and perfected first lien on the Lender under this section are effective Property, subject only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided exceptions approved in writing in advance by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The c. Borrower shall have delivered to Lender the Unanimous Written Consents duly adopted and approved by all of the general and limited partners of Borrower hereby jointly agree and confirm that any proceeds raised from by all of the transfer Members and Managers of Graybird Developers, LLC, the sole general partner of Borrower’s equity in the Borrower’s Company shall be paid , authorizing David L. Gray to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with execute and deliver this Agreement and the Agreement shall terminate simultaneouslyoxxxx Xxxx Xxxuments and to do all things required of Graybird Developers, LLC and Borrower pursuant to the Loan Documents.
1.6 The d. Guarantor shall have delivered to Lender the Unanimous Written Consent of the Partners of Behringer Harvard Short-Term Opportunity Fund I, LP, executed by all of the partners of Behringer Harvard Short-Term Opportunity Fund I, LP in connection with the Loan, authorizing Robert Aisner, as President of Harvard Property Trust, LLC, a Xxxxxxxx xxxited liability company, the General Partner of Behringer Harvard Advisors II LP, a Texas limited partnership, the General Partner of Behringer Harvard Short-Term Opportunity Fund I, LP, to execute and deliver the Guaranty Agreement and the other Loan Documents on behalf of Behringer Harvard Short-Term Opportunity Fund I, LP.
e. Opinion of Guarantor's Counsel, executed by Powell & Coleman, L.L.P. opining as to the due execution, delxxxxx and xxxxxxeability of the Loan Documents by Behringer Harvard Short-Term Opportunity Fund I LP.
f. Borrower hereby jointly agree shall have delivered to Lender the Note executed by Borrower.
g. Borrower shall have delivered to Lender the Guaranty executed by the Guarantor.
h. Borrower shall have delivered to Lender duplicate originals of the Deed of Trust.
i. Borrower shall have delivered to Lender the Assignment of Rents and confirm that Leases executed by Borrower.
j. Borrower shall have delivered to Lender the Environmental Indemnity Agreement executed by Borrower.
k. Borrower shall have delivered to Lender has the right to, but has no obligation to, at any time, purchase or designate Certificate of Partners executed by all of the other (legal person or natural person) to purchase all or part general and limited partners of Borrower’s equity in .
l. Borrower shall have delivered to Lender the Borrower’s Company at any price determined Loan Agreement Rider executed by Both PartiesBorrower and Guarantor.
m. Lender shall have obtained a release of all liens, subject to if any, on the permission Property and evidence that all other items reflected under Schedule C of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated Commitment for Title Insurance issued by the LenderTitle Company have been satisfied.
n. Borrower shall have delivered to Lender a general public liability and umbrella policy, all issued by a carrier acceptable to Lender in such amounts as Lender may require, with Lender listed as the insured and loss payee thereunder.
o. Borrower and Guarantor shall have delivered to Lender such additional documents, releases, instruments, agreements and information as Lender may request.
Appears in 1 contract
Samples: Loan Agreement (Behringer Harvard Short Term Opportunity Fund I Lp)
Loan. 1.1 The Subject to the terms and conditions of this Agreement, the Lender agrees to provide a long-term make the following loan or loans (collectively, the “Loan”) available to the Borrower:
(a) Subject to the terms of the Note (as defined below), the Lender agrees to advance to the Borrower the Loan in a maximum principal amount of up to $7,830,000, which Loan may be disbursed in one or more advances but each such disbursement shall reduce the Lender’s loan commitment hereunder and any sums advanced hereunder may not be repaid and then re- borrowed. Each advance of the Loan shall be disbursed directly to the Borrower.
(b) The Borrower’s obligation to pay the Lender the principal of and interest on the Loan shall be evidenced by the records of the Lender and by the Note described below.
(c) Lender shall make the Loan by making advances to the Borrower, subject to the terms and conditions herein set forth and in accordance with the Development Agreement; provided, however, that (i) in no event shall the aggregate amount of all advances disbursed to the Borrower exceed the face amount of the Note, and (ii) the Lender will make advances as provided in this Agreement. Interest shall accrue and be payable only on sums advanced hereunder for the period of time outstanding. The Loan is not a revolving credit facility. No amount advanced under the Note may be re-advanced once repaid.
(d) Borrower hereby unconditionally and irrevocably promises to pay, and guarantees to Lender the due and punctual payment in full of all of the obligations under the Note and the Agreement including (i) the principal of the Note and the interest thereon, in each case when due and payable, whether on any installment payment date or at the stated or accelerated maturity, all according to the terms of the Note and the Agreement, and (ii) all other sums and charges which may at any time be due and payable by the Borrower in accordance with, or secured by, the Agreement, on any installment payment date or at the stated or accelerated maturity (collectively, the “Obligations”). The liabilities for payment of the Obligations under this Agreement shall be absolute and unconditional, irrespective of the genuineness, validity, priority, regularity or enforceability of the Agreement, the Note or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor.
(e) Proceeds on any draw on the Loan shall be used (i) to pay or reimburse the costs of providing the Loan, and (ii) to pay or reimburse the Borrower for any draw request as RMB 500,000 provided herein.
(f) Borrower must submit a Project budget to the Lender with execution and delivery of this Agreement. At least five (5) Business Days before the requested date of each advance made from the Loan, Borrower shall deliver a draw request signed by Borrower’s Authorized Representative to Xxxxxx, together with such additional information (such as paid receipts, invoices, statements of accounts, etc.) as Lender may reasonably require to assure that amounts requisitioned are to be used to reimburse Borrower for costs previously paid by Borrower or to pay costs incurred by Borrower which are due and owing, together with such schedules, affidavits, releases, waivers, statements, invoices, bills and other documents, certificates and information satisfactory to Lender as Lender shall reasonably request supporting such use of funds. Borrower shall be entitled to an advance only in an amount approved by Lender in accordance with the terms and conditions set forth in of this Agreement. Term for such loan will Lender shall not be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:required to make advances more frequently than once each calendar month.
(1g) Borrower becomes dead or becomes Following receipt and approval of a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed draw request and all supporting documentation and information required by the Lender, Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit will determine the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower any advance Lender shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender make in accordance with this Agreement Agreement, and the Agreement shall terminate simultaneouslyProject budget.
1.6 The (h) Lender and shall, only upon the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price satisfaction as determined by Both PartiesXxxxxx in its good faith business judgement of all applicable conditions of this Agreement, subject make the requested advance to Borrower, by wire to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights account as a shareholder of the Borrower’s Company to a person designated directed by the LenderXxxxxxxx.
Appears in 1 contract
Samples: Loan and Security Agreement
Loan. 1.1 The Lender agrees to provide a long-Loan hereunder shall be provided in RMB and in the amount of RMB100,000,000. The term loan to of the Loan shall commence from the date of remittance of the Loan and end on August 31, 2020 or such other date as the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
may agree in writing (3) the Borrower commits a crime or involves a crime;“Term of Loan”).
1.2 The Lender agrees to shall remit the amount of such loan Loan hereunder to the following bank account designated by the Borrower on the Signing Date or the immediately following business day or within seven (7) days after receiving such other period as the Borrower’s written notification to use Borrower and the loan, provided that all of the preconditions set forth Lender may agree in Section 2 of this Agreement are satisfiedwriting. The Borrower shall shall, on the date of receipt of the Loan from the Lender, issue confirmation notification a receipt in such form as set out in the Exhibit hereto to the Lender on the day receiving the amount of the loanLender. The commitments of the Lender under this section are effective only to the Borrower itselfAccount name: Shanghai Anquying Technology Co., but not the Borrower’s inheritor or transferee.Ltd. Bank: China Merchants Bank Co., Ltd. Xxxxx Plaza Branch in Beijing Account number: 121918519810103
1.3 The Borrower agrees shall repay the principal of the Loan hereunder and the interest accrued at the rate of 8% per annum (simple interest ) in one lump sum on the expiry date of the Term of Loan (the “Fixed Due Date”) pursuant to accept the provisions hereof. In case of any Event of Default as defined herein, the Lender shall have the right to request the Borrower to immediately repay the Loan. In such loan provided case, the Borrower shall, within five (5) business days following the delivery of the relevant notice by the Lender (the “Prepayment Date”), repay the principal of the Loan hereunder and agrees accrued interest in one lump sum. In case the Borrower only repays part of the principal of the Loan hereunder and warrants hereby accrued interest within five (5) business days after receiving such loan notice from the Lender, the amount received by the Lender shall be used only for establishing an advertisement company applied towards the payment of the interest first.
1.4 The Borrower shall repay the Loan and accrued interest on time. Any failure on the part of the Borrower to repay the principal of the Loan hereunder and accrued interest in Shanghai for full on the BorrowerRepayment Date or the Fixed Due Date (whichever the earlier) shall constitute a default in repayment (each a “Default in Repayment”). Without In case the Lender’s prior written consentBorrower fails to pay any interest due, the Lender shall have the right to impose a penalty on the interest due and unpaid at the rate of 0.5‰ per day.
1.5 In case the Borrower commits a Default in Repayment and fails to agree with the Lender in writing on the extension of the Loan, the Borrower shall not use be deemed to have been in arrears with the repayment of the Loan, in which case the Lender shall have the right to charge interest on the overdue amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and Loan at the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all rate of Borrower’s equity in the Borrower’s Company to the Lender or other 0.5‰ per day (legal person or natural personrather than 8% per annum under Section 1.3) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer Repayment Date or the Fixed Due Date (whichever the earlier) till the date of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneouslyactual payment thereof.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Loan. 1.1 The Upon the terms and provisions and subject to the conditions contained in this Agreement, on the date hereof, each Lender agrees is willing to provide a long-extend in one (1) advance term loan loans (collectively, the “Loan”) to the Borrower with in an aggregate principal amount equal to each Term Loan Commitment, which aggregate amount equals the principal as RMB 500,000 Aggregate Term Loan Commitment. On the Closing Date, each Lender shall provide to the Borrower 50% of its respective Term Loan Commitment. The remaining 50% of such Term Loan Commitment shall be deposited into an account in accordance with the terms name of the Borrower and Agent, for the benefit of the Lenders (the “Borrower’s Account”). Upon the satisfaction of the conditions set forth in this Agreement. Term for such loan will be ten (10Section 2.1(a) years and Section 2.1(b) and upon written authorization or instruction of the Agent to release the amount in the Borrower’s Account, the amount in the Borrower’s Account shall be extended released to the Borrower. The Agent agrees that upon satisfaction of the agreement conditions in this Section 2.1(a) and Section 2.1(b), it shall take all necessary action, including, without limitation, delivering the aforementioned signed authorization or instruction, to release the amount in the Borrower’s Account to the Borrower.
(a) Each of Both Parties through negotiations. During the term or extended term of such loan, Lenders has been notified by the Borrower shall refund that the loan ahead of the loan term or the extended loan termBorrower’s demonstration facility at ASHTA Chemicals has been successfully started up to 10 amps and 5 psig, if either of the following events occurs:has completed acid addition, and has achieved stable fuel cell segment voltages sufficient to initiate increased power level operation; and
(1) The Agent has received a letter from Triax Capital Advisors or another financial advisor to the Borrower becomes dead indicating that one or becomes more Persons has indicated a person without capacity willingness to close an equity or with limited capacity for civil acts;
loan transaction on or prior to December 15, 2008, which will allow the Loan to be repaid in full on or prior to the Maturity Date; or (2) the Agent has received a letter from Samsung C&T Corporation indicating Samsung C&T Corporation’s willingness to close an equity transaction with the Borrower quits or Guarantor on or prior to December 15, 2008 and stating the cash purchase price it is willing to pay in connection with such transaction in an amount equal to or greater than the minimum cash purchase price mutually agreed upon by Samsung C&T Corporation and Federated Xxxxxxxx Fund as an acceptable minimum price (the “Minimum Price”). The Parties hereto shall keep the Minimum Price as set forth in any such letter from Samsung C&T Corporation as confidential and shall not disclose it to any person not a party hereto without the prior written consent of the other parties to this Agreement. Any such letter from Samsung C&T Corporation shall not (i) be a binding commitment on Samsung C&T Corporation to consummate any equity transaction with the Borrower or dismissed Guarantor, (ii) be a binding commitment on Samsung C&T Corporation to pay a cash purchase price equal to or greater than the Minimum Price in connection with any equity transaction it may consummate with the Borrower, and (iii) cause Samsung C&T Corporation to incur any liability to the Borrower, the Guarantor, Federated Xxxxxxxx or any other Persons unless liability arises as a direct result of gross negligence or willful misconduct of Samsung C&T Corporation as determined in a final non-appealable judgment by the Lender or its affiliates;a court of competent jurisdiction
(3c) If the Borrower commits a crime or involves a crime;
1.2 The Lender agrees fails to remit satisfy the amount of such loan to the account designated by the Borrower within seven criteria for disbursement as provided in Sections 2.1(a) and (7b) days after receiving above from the Borrower’s written notification Account on or prior to use September 30, 2008, then the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Agent and Borrower shall issue confirmation notification promptly take all necessary action, including delivering signed authorizations or instructions, to return the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity Loan proceeds in the Borrower’s Company Account to any other third partythe Lenders without payment of the Prepayment Fee.
1.4 (d) The obligation of Borrower to repay the Loan shall be evidenced by separate notes (collectively, the “Term Loan Notes”) dated the date hereof, with appropriate insertions, dated the Closing Date, payable to the order of each Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrowerprincipal amount of each Lender’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that Term Loan Commitment. In case of any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with discrepancy between this Agreement and the Term Loan Notes, this Agreement shall terminate simultaneouslygovern.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Loan. 1.1 The Lender agrees 6.2:1 Notwithstanding clause 9.2 in the event that the Purchaser intends to provide obtain a long-term loan from a bank or financial institution (such bank or financial institution to be hereinafter referred to as "the Financier") to finance the purchase of the said Property (hereinafter referred to as "the Loan"), then subject to the Borrower with Purchaser having fully paid to the principal as RMB 500,000 in accordance with Vendor or the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loanVendor's Solicitors, the Borrower shall refund sum representing the loan ahead of difference between the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving Balance and the amount of the loanLoan granted by the Financier on the Balance, if any; the Vendor shall, upon request by the Purchaser or the Purchaser's Solicitors, deliver or cause to be delivered to the Purchaser's Solicitors the following documents:-
(a) the issue document of title to the said Property;
(b) all other necessary documents to effect the registration of the Memorandum of Transfer in favour of the Purchaser or its nominee(s) or assignee(s) in respect of the said Property free from encumbrances (including any Withdrawal of Private Caveat and the letter acknowledging receipt by the Director-General of Inland Revenue of the submission of Form CKHT 1 by the Vendor in respect of the sale of the said Property). The commitments Purchaser's Solicitors are hereby authorised to present the Memorandum of Transfer together with the aforesaid documents to effect such registration of the Lender under this section are effective only Memorandum of Transfer. After fourteen (14) days from the presentation of the Memorandum of Transfer for registration and subject to the Borrower itselfVendor furnishing a written undertaking in favour of the Financier to refund the Loan in the event the Memorandum of Transfer or the Charge of the said Property in favour of the Financier cannot be registered, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by Purchaser shall cause the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai solicitors acting for the Borrower. Without Financier to remit to the Lender’s prior written consentVendor or the Vendor's Solicitors, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partyLoan being the remainder of the Purchase Price.
1.4 The Lender 6.2:2 If the said Property is subject to a Charge, the Purchaser shall cause the Financier to release such portion of the Loan (the Redemption Sum) as may be necessary to secure the discharge of charge and the Borrower jointly agree and confirm that the Borrower Vendor shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company deliver or cause to be delivered to the Lender Purchaser the issue document of title and all other documents as may be necessary to effect the registration of the Memorandum of Transfer in favour of the said Purchaser or other its nominees/assignees. After fourteen (legal person or natural person14) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised days from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration presentation of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement Memorandum of Transfer for registration and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission Vendor and the earlier chargee furnishing a written undertaking in favour of the law. The Borrower warrants Financier to issue an irrevocable proxy to confer all its rights as a shareholder refund the Loan in the event the Memorandum of Transfer or the Charge of the Borrower’s Company said Property in favour of the Financier cannot be registered, the Purchaser shall cause the balance amount of the Loan being the remainder of the Purchase Price to a person designated by be remitted to the LenderVendor or the Vendor's Solicitors.
Appears in 1 contract
Loan. 1.1 5.1 The Lender agrees PURCHASER is obliged by no later than 3 (Three) days after the date of signature of this Agreement by the PURCHASER to provide apply in principle for an approval of a long-term loan from a bank or similar financial institution for the loan amount stipulated in Clause 1.13, against security of a first mortgage bond to be registered over the unit, the amount of which loan must be available for payment on transfer.
5.2.1 This Agreement is subject to the Borrower with condition that the principal loan be finally approved by no later than 14 (FOURTEEN) days of the PURCHASER’s signature of the Agreement or such longer time as RMB 500,000 the SELLER in accordance with its sole discretion may allow and failure to meet such condition shall result in the terms SELLER being entitled to all remedies due to it and conditions set forth it shall in this its sole and absolute discretion be entitled to cancel the Agreement. Term .
5.2.2 Notwithstanding the contents of Clause 5.2.1, should the loan be approved for an amount less than the loan amount and the PURCHASER pays or guarantees the balance of the purchase price referred to in Clause 4.2.2, the condition included in Clause 5.2.1 would be deemed to have been fulfilled.
5.3 Should the PURCHASER fail to apply for the loan as contemplated in Clause 5.1 within the period of time contemplated in that clause, then apart from any other remedy which the SELLER may have, the SELLER will be entitled to apply for such loan will on behalf of the PURCHASER and to sign the necessary application document/s on behalf of the PURCHASER and take all other steps which may be ten (10) years and required in this regard.
5.4 This conditions precedent shall be extended deemed to have been fulfilled upon the agreement receipt by the SELLER and/or the PURCHASER and/or the agent of Both Parties through negotiationswritten notification from any bank, building society or other financial institution to the effect that it is prepared to grant the PURCHASER the required loan. During the term or extended term of such loan, the Borrower shall refund the loan ahead The subsequent withdrawal of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use financial institution which approved the loan, provided that all would in no way affect the fulfilment of the preconditions set forth suspensive condition referred to in Section 2 of this Agreement are satisfied. Clause 5.2, unless the PURCHASER can prove that the withdrawal was bona fide and due to changed financial circumstances.
5.5 The Borrower shall issue confirmation notification PURCHASER hereby irrevocably nominates the SELLER’s Conveyancer’s to attend to the Lender on the day receiving the amount registration of the loan. The commitments Bond and it is therefore a condition that the SELLER’s Conveyancer attends to the registration of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereeBond.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Sale Agreement
Loan. 1.1 The Advances. Subject to the terms and conditions of -------------- this Agreement, Lender agrees to provide a long-term loan make the Loan to Borrower in Advances strictly in accordance with this Agreement as follows:
(a) The Loan proceeds shall be disbursed by Lender no more frequently than once monthly during the Borrower with course of the principal as RMB 500,000 construction of the Improvements in accordance with the terms herein and conditions set forth the other Loan Documents.
(b) Lender shall be furnished with a detailed construction disbursement schedule in this a form satisfactory to Lender, and disbursements shall be made under the procedures and title safeguards reasonably acceptable to Lender. Borrower shall open a special bank account, of a type acceptable to Lender, with Lender into which all Loan proceeds shall be disbursed ("Disbursement Account") which shall -------------------- be pledged to Lender pursuant to the Pledge of Deposit Agreement; provided, however, if funding the Loan proceeds into such Disbursement Account, in Lender's sole judgment, puts the Title Policy coverage at risk, the disbursements of the proceeds of the Loan shall be made by and through the Title Company.
(c) Disbursements shall be made only after notice is given to Lender five (5) Business Days prior to the requested date for each such disbursement and in the draw request form attached hereto and incorporated herein by reference for all purposes as Schedule 1. Term Such ---------- form shall be accompanied by an Affidavit of Bills Paid in the form attached hereto and incorporated herein by reference for all purposes as Schedule 2, and, if required by Lender, a Partial Release of Lien ----------- in the form attached hereto and incorporated herein by reference for all purposes as Schedule 3, executed by the General Contractor and ----------- each subcontractor who has received payments in excess $10,000.00. Disbursement requests shall be submitted by Borrower on AIA forms for review and approval of the Construction Inspector. All disbursements must conform to the Budget for the materials and/or services covered by such loan disbursement request; no variances will be permitted without Lender's prior written approval.
(d) Bills or statements for all expenses for which a disbursement is requested shall, at Lender's option, be presented to Lender along with the request for disbursement. All requests for disbursement shall include certification by Borrower, the General Contractor, the Project Architect and the Construction Inspector that all labor and material for which disbursement is requested have gone into the construction of the Improvements according to the approved Plans and Specifications and that the remaining undisbursed portion of the Loan and the funds on deposit are adequate to complete the construction of the Improvements on the Real Property.
(e) Unless otherwise approved by Lender, no disbursements of the proceeds shall be made if the Loan is not current or an Event of Default exists, or an event exists which with the passage of time or notice or both would constitute an Event of Default. Lender shall not be obligated at any time to disburse proceeds of the Loan in excess of the Budget or that recommended by the Construction Inspector nor shall the Lender be obligated to disburse proceeds of the Loan for materials stored off of the Project. As a condition of each draw, Lender must be satisfied that sufficient funds are available to complete the Improvements.
(f) All interim disbursements of Loan proceeds for construction work shall be subject to a ten percent (10%) years and retainage requirement; provided there shall be extended no retainage for direct materials purchases.
(g) Each disbursement must be accompanied by an endorsement to the Title Policy, obtained by Borrower at Borrower's sole expense, so that the coverage reflects the amounts that have been advanced.
(h) Final disbursement, to the General Contractor, including retainage, shall be subject to and conditioned upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of Lender having secured the following events occurs:
(1i) Borrower becomes dead or becomes a person without capacity or with limited capacity certificate of occupancy for civil acts;
the Improvements from the appropriate governmental agency if such certificate is deemed necessary by Lender, in its sole discretion; (2ii) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount certificate of such loan to the account designated completion prepared and submitted by the Borrower within seven (7) days after receiving and the Borrower’s written notification to use the loanProject Architect, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided and approved by the Lender and agrees and warrants hereby Construction Inspector, which certificate shall contain only such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company qualifications as are acceptable to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in Lender's sole discretion, and indicating that the means designated by construction of the Lender Improvements has been completed substantially in accordance with this Agreement the approved Plans and Specifications, all construction has been completed in a good and workmanlike manner, all applicable zoning, building, or other governmental codes or regulations have been complied with, there are no known structural deficiencies, and all mechanical equipment, including, without limitation, plumbing, air conditioning and heating, electrical, and kitchen equipment, if any, is in good working order; (iii) a certificate of completion executed by the General Contractor and filed in the Real Property Records of Nueces County, Texas; (iv) an affidavit executed by the General Contractor satisfactory to Lender, Lender's counsel and the Agreement shall terminate simultaneously.
1.6 The Lender Title Company in their sole discretion, stating, among other things, that all work has been completed in accordance with the Plans and Specifications approved by Lender; (v) if required by Lender, lien waivers from any and all subcontractors, in form and substance satisfactory to Lender, Lender's counsel and the Borrower hereby jointly agree Title Company in their sole discretion; and confirm that the (vi) such other additional documents as Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lendermay reasonably request.
Appears in 1 contract
Loan. 1.1 The Subject to the terms and conditions hereof, the Lender agrees to provide a long-term loan to the Borrower with the principal as a loan of RMB 500,000 in accordance with the terms and conditions set forth in this Agreement1,000,000. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the The term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan termis ten years, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed and is renewable upon approval by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;both Parties.
1.2 The Subject to the full satisfaction of all the precedent conditions provided in Article 2 hereof, the Lender agrees to remit the amount of such said loan to the account designated by the Borrower in one lump sum within seven (7) days after receiving a written notice requesting the loan from the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue a receipt confirmation notification to the Lender on the same day receiving as they receive the amount of the loanaforesaid monies. The commitments of loan undertakings made by the Lender under this section are effective paragraph shall only apply to the Borrower itself, but will not the Borrower’s inheritor apply to any successor or transfereeassigns thereof.
1.3 The Borrower agrees to accept such receive the aforesaid loan provided by the Lender Lender, and agrees hereby agree and warrants hereby such guarantee to use the loan shall be used only for establishing an advertisement company in Shanghai for financing of the Borrower’s Company so as to develop the business of the Borrower’s Company. Without Unless the Lender’s prior written consentconsent of the Lender is obtained, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity mortgage their equities or other interests in the Borrower’s Company to any other third party..
1.4 The Lender and the Borrower jointly hereby unanimously agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the extent permissible by the applicable laws, the Lender shall be entitled but not be obliged to purchase or other designate another person (whether a legal person or natural person) designated to purchase at any time, all or part of the equities held by the LenderBorrower in the Borrower’s Company at a price agreed by both Parties.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly unanimously agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue loan hereunder is an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lenderinterest-free loan.
Appears in 1 contract
Loan. 1.1 2.1 This sale is subject to and conditional upon the Purchaser obtaining the Loan within 21 (Twenty One) Days of the Signature Date and the Purchaser furnishing written proof thereof to the Seller within the 21 (Twenty One) Day period, or within such extended period as the Seller, in its sole discretion, may in writing determine.
2.2 The Lender Purchaser undertakes forthwith to apply for the Loan and to use the Purchaser's best endeavours to procure the Loan. The Purchaser agrees to provide use the Mortgage Originator to apply for the Loan and shall, within 5 (five) Days of request by the Mortgage Originator, supply the Mortgage Originator with all necessary information and all applicable documents requested by the Mortgage Originator.
2.3 The Purchaser shall be obliged to accept a long-term loan to Loan procured by the Borrower with Seller, or the principal as RMB 500,000 in accordance with Agent or Mortgage Originator on behalf of the Purchaser, provided the Loan is granted upon terms and conditions set forth not more onerous than those stipulated for by banks which grant residential loans against the security of the registration of a first mortgage bond against the title deeds of a unit.
2.4 Should the Purchaser fail to obtain the Loan within the aforesaid period, or within such extended period as may be agreed to by the Seller, in this Agreement. Term for such loan will be ten (10) years and its sole discretion, the Seller shall be extended upon entitled to declare this agreement to be null and void and of no further force or effect.
2.5 Should a Loan be granted to the agreement Purchaser for a sum less than the sum recorded in F of Both Parties through negotiations. During the term or extended term of such loanSchedule, the Borrower Purchaser shall refund be entitled to accept the loan ahead Loan provided the Purchaser forthwith makes payment into the Conveyancer’s Trust Account of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount of such loan sum equal to the account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving difference between the amount of the loan. Loan granted to the Purchaser and the purchase price.
2.6 The commitments parties shall endeavour to procure that the preparation and registration of the Lender under this section are effective only mortgage bond to secure the Loan is attended to by the Conveyancers.
2.7 Should the Loan granted to the Borrower itselfPurchaser be equal to 100% of the purchase price, but not the Borrower’s inheritor or transfereeConveyancers nonetheless shall continue to hold the deposit in trust until the Transfer Date.
1.3 The Borrower agrees 2.8 Should the Purchaser fail to accept such loan provided by raise the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consentLoan, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower Conveyancers shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company deposit to the Lender or other Purchaser less an administration fee of R700,00 (legal person or natural personSeven Hundred Rand) designated inclusive of Vat to cover the costs incurred by the Lender.
1.5 Conveyancers in opening a file and opening and closing a Savings Account on behalf of the Purchaser. The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company deposit shall be paid to refunded into the Lender, as the consideration Purchaser’s bank account reflected in M of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneouslySchedule.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Sale Agreement
Loan. 1.1 The Lender agrees to provide a long-term loan to supply the Borrower with a loan of 5,100,000 RMB (the principal as RMB 500,000 “Loan”) in accordance with the terms conditions and conditions set forth in provisions of this Agreementagreement. Term for such loan The term of this Loan will be ten (10) 10 years and shall be automatically extended upon the agreement of Both Parties through negotiationsthe Parties. During the term or extended term of such loan, the The Borrower shall refund immediately repay the loan ahead of in advance in the loan term or the extended loan term, if either of the following events occursevent that:
(1) The Borrower becomes dead dies or becomes a person without capacity with no or with limited capacity for of civil actsconduct;
(2) The Borrower quits from commits a crime or dismissed by the Lender or its affiliatesis involved in crime;
(3) Any third party claims to the Borrower commits for a crime or involves a crime;debt exceeding RMB500,000 (five hundred thousand); and
(4) Subject to PRC laws, the foreign investor is able to invest into value-added telecommunication business and the relevant authority has commenced to examine and approve such investment.
1.2 The Lender agrees to agree that, if all conditions precedent in Article 2 are satisfied, the Lender shall remit the amount of such loan this Loan in a one-off payment to the account designated pointed by the Borrower within seven (7) 7 days after receiving a written notice to use this Loan from the Borrower’s written notification to use . Simultaneously, the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to provide the Lender on the day receiving the amount of the loanBorrower with a receipt letter for confirm. The commitments of made by the Lender under this section are effective only clause shall be applied to the Borrower itself, but not the Borrower’s inheritor other than its assignee or transfereesuccessor.
1.3 The Borrower agrees to accept such loan provided by the Lender this Loan, and agrees and hereby warrants hereby such loan that, this Loan shall be used only for establishing an advertisement company in Shanghai for the Borrowersole purpose of providing funds for Borrower Company. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or neither transfer or pledge its equity interest or other interest in the Borrower’s Borrower Company hereunder to any other third partyparty nor use this Loan for any other purpose.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund repay the loan only by transferring all of Borrower’s equity in the Borrower’s following way: the Borrower shall transfer all Borrower Equity in the Borrower Company to the Lender or other any third party (legal person or of natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that that, any proceeds raised fund or profit obtained by the Borrower from the Borrower Equity transfer of Borrower’s equity shall be used to repay the loan by the Borrower in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated way agreed by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneouslyat the same time.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Partiesthat, subject to the permission applicable laws, the Lender is entitled without obligation to purchase by himself or any appointed third party (legal person of natural person) part or all of the lawBorrower Equity in the Borrower Company. The Borrower warrants to issue that he shall execute an irrevocable proxy Power of Attorney to confer all its rights as a shareholder of the Borrower’s Company to authorize a person designated by the Lender to exercise all the shareholder rights in the Borrower Company on its behalf.
1.7 The interest of the Loan When the Borrower transfers his equity interest in the Borrower Company to the Lender or to the person appointed by the Lender, if the transfer price is equal to or less than the principal of the Loan under this Agreement, the Loan shall be deemed as a loan without interest. On such occasion, the Borrower needn’t pay the Lender the interest of the Loan. If the transfer price is more than the principal of the loan under this Agreement, the price exceeding the principal shall be deemed as the interest of the Loan under this Agreement repaid by the Borrower to the Lender.
Appears in 1 contract
Samples: Loan Agreement (Tom Online Inc)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in In accordance with the terms and conditions set forth in of this Agreement, the Lender and the Borrower hereby acknowledge that the Borrower has obtained from the Lender a loan in the amount of RMB3,540,000 (the “Loan”). Term for such loan will be ten (10) years and The term of the Loan shall be extended upon the agreement of Both Parties through negotiations. During period from the term date hereof to the date the Loan is fully repaid or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;waived according to this Agreement.
1.2 The Lender agrees to remit the amount of such loan to the account designated Loan provided by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only Agreement shall inure to the Borrower itself, but not the Borrower’s inheritor benefit only and not to the Borrower’s successor(s) or transfereeassign(s).
1.3 The Borrower agrees to accept such loan the Loan provided by the Lender Lender, and hereby agrees on and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai using the Loan solely for the Borrowerpurchase of the Target Equity Interest. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan Loan for any purpose other purpose or transfer or pledge its equity in the Borrower’s Company to any other third partythan set forth herein.
1.4 The Lender Parties agree and acknowledge that the repayment of the Loan by the Borrower jointly agree and confirm shall be that the Borrower transfer the current and future economic interest of the Target Equity Interest to the Lender. The Borrower undertakes to execute an Economic Interest Transfer Agreement accordingly (including its amendments from time to time, the “Economic Interest Transfer Agreement”).
1.5 The Borrower undertakes to execute an Exclusive Option Agreement (including its amendments from time to time, the “Exclusive Option Agreement”), under which, the Borrower grants the Lender an exclusive option with respect to the Target Equity Interest. To the extent permitted by the applicable PRC laws, the Lender shall refund have the loan only by transferring all of Borrower’s equity right but not the obligation to purchase or designate other person(s) (legal or natural person(s)) to purchase the Target Equity Interest in part or in whole at any time, at the price stipulated in the Borrower’s Company Exclusive Option Agreement.
1.6 The Borrower undertakes to execute an Equity Interest Pledge Agreement (including its amendments from time to time, the “Equity Interest Pledge Agreement”), under which, the Borrower pledges to the Lender all the Target Equity Interest held by the Lender as security for the Lender’s obligations under this Agreement and relevant agreements.
1.7 The Borrower undertakes to execute an irrevocable Power of Attorney (including its amendments from time to time, the “Power of Attorney”), which authorizes the Lender or other (a legal person or natural personperson(s) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer to exercise all of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the LenderTarget Company.
Appears in 1 contract
Samples: Loan Agreement (Aesthetic Medical International Holdings Group LTD)
Loan. 1.1 The Lender agrees Subject to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions hereof (including satisfaction of the closing conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loanSection 5.2), the Lenders shall make, on the Closing Date, the Loan to Borrower shall refund in the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) Borrower becomes dead or becomes a person without capacity or with limited capacity for civil acts;
(2) Borrower quits from or dismissed Initial Principal Amount in immediately available funds by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees wire transfer to remit the amount of such loan to the an account designated by the Borrower within seven in the Borrowing Notice (7and each Lender agrees to confirm in writing (including by e-mail) days after receiving to the Agent that it has funded its Commitment Amount of the Loan (it being agreed by each of the parties hereto that Agent may conclusively rely on such written confirmation from a Lender as evidence that such Lender has in fact funded its Committed Amount of the Loan)). The proceeds of the Loan shall be used by Borrower on the Closing Date to (i) pay a portion of the purchase price for Borrower’s written notification to use the loan, provided that all purchase of the preconditions set forth in Section 2 of Transferred Assets from the Sellers under the Sale and Servicing Agreement, (ii) make a deposit into the Reserve Account equal to $240,500, (iii) pay the Upfront Fee to the Lenders, (iv) to pay the fees and expenses owing to the Agent and the Securities Intermediary on the Closing Date under the Fee Letter and this Agreement are satisfiedand (v) pay for other closing costs related to the transactions contemplated by this Agreement. Borrower shall give written notice in the form of a Borrowing Notice to the Agent of the proposed borrowing of the Loan not later than noon New York time one Business Day prior to the proposed date of such borrowing (or such shorter period as may be agreed to by Agent). The Borrower Borrowing Notice shall issue confirmation notification to be effective upon receipt by Agent, shall be irrevocable, and shall specify the Lender on date of the day receiving borrowing (which shall be a Business Day), the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company to any other third party.
1.4 The Lender borrowing and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder wiring information of the Borrower’s Company account to a person designated by the Lenderwhich funds are to be disbursed.
Appears in 1 contract
Samples: Loan and Security Agreement (GPAQ Acquisition Holdings, Inc.)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as amount equal to the US Dollar equivalent of RMB 500,000 900,000 in accordance with the terms and conditions set forth in this Agreementherein (the "Loan"). Term for such loan will shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations(the "Term"). During Notwithstanding the term or extended term of such loanforegoing, in the following circumstances, Borrower shall refund repay the loan ahead of Loan regardless if the loan term or the extended loan term, if either of the following events occursTerm has expired:
(1) Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from commits a crime or dismissed by the Lender or its affiliates;is involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest in ICP Company under the Borrower commits a crime or involves a crime;PRC law and Lender chooses to do so.
1.2 The Lender agrees to shall remit the amount of such loan the Loan to the an account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan's disbursement notice in writing, provided that all of the preconditions conditions precedent to disbursement set forth in Section 2 of this Agreement are have been fully satisfied. The Borrower shall issue deliver a written confirmation notification to the Lender on the within one (1) day after receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereeLoan.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan Loan shall only be used only for establishing an advertisement company by Borrower to invest in Shanghai for the BorrowerICP Company's registered capital. Without the Lender’s 's prior written consent, the Borrower shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity his interest in the Borrower’s ICP Company to any other third party.
1.4 The Lender and Borrower can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity his interest in ICP Company to Lender or a third party designated by Lender when such transfer is permitted under the Borrower’s Company PRC law.
1.5 In the event (1) Borrower transfers his interest to the Lender or other (legal person or natural person) a third party transferee designated by Lender to the Lenderextent permitted by applicable PRC laws or (2) Borrower receives any dividends from ICP Company, Borrower shall pay the full amount of the proceeds it receives from such transfer or from such dividends to Lender regardless if the amount of such proceeds exceeds or is less than the amount of the Loan.
1.5 The 1.6 Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity 's interest in the Borrower’s ICP Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan (or at the lowest price permitted by applicable PRC laws if the foregoing determined price is not permitted in accordance with applicable PRC laws) when such purchase is allowed under the PRC law. The If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in ICP Company, the purchase price shall be reduced on a pro rata basis.
1.7 In the event when Borrower warrants transfers his interest in ICP Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the amount of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends (if any) received by Borrower from ICP Company equals or is less than the principal amount of the Borrower’s Loan, the Loan shall be deemed as interest free; or (ii) if the amount of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends (if any) received by Borrower from ICP Company is higher than the principal amount of the Loan, to a person designated the extent permitted by the Lenderapplicable PRC laws, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrower to Lender in full.
Appears in 1 contract
Samples: Loan Agreement (ATA Inc.)
Loan. 1.1 The Advances. Subject to the terms and conditions of -------------- this Agreement, Lender agrees to provide a long-term loan make the Loan to Borrower in Advances strictly in accordance with this Agreement as follows:
(a) The Loan proceeds shall be disbursed by Lender no more frequently than once monthly during the Borrower with course of the principal as RMB 500,000 construction of the Improvements in accordance with the terms herein and conditions set forth the other Loan Documents.
(b) Lender shall be furnished with a detailed construction disbursement schedule in this a form satisfactory to Lender, and disbursements shall be made under the procedures and title safeguards reasonably acceptable to Lender. Borrower shall open a special bank account, of a type acceptable to Lender, with Lender into which all Loan proceeds shall be disbursed ("Disbursement Account") which shall -------------------- be pledged to Lender pursuant to the Pledge of Deposit Agreement; provided, however, if funding the Loan proceeds into such Disbursement Account, in Lender's sole judgment, puts the Title Policy coverage at risk, the disbursements of the proceeds of the Loan shall be made by and through the Title Company.
(c) Disbursements shall be made only after notice is given to Lender five (5) Business Days prior to the requested date for each such disbursement and in the draw request form attached hereto and incorporated herein by reference for all purposes as Schedule 1. Term Such ---------- form shall be accompanied by an Affidavit of Bills Paid in the form attached hereto and incorporated herein by reference for all purposes as Schedule 2, and, if required by Lender, a Partial Release of Lien ----------- in the form attached hereto and incorporated herein by reference for all purposes as Schedule 3, executed by the General Contractor and ---------- each subcontractor who has received payments in excess $10,000.00. Disbursement requests shall be submitted by Borrower on AIA forms for review and approval of the Construction Inspector. All disbursements must conform to the Budget for the materials and/or services covered by such loan disbursement request; no variances will be permitted without Lender's prior written approval.
(d) Bills or statements for all expenses for which a disbursement is requested shall, at Lender's option, be presented to Lender along with the request for disbursement. All requests for disbursement shall include certification by Borrower, the General Contractor, the Project Architect and the Construction Inspector that all labor and material for which disbursement is requested have gone into the construction of the Improvements according to the approved Plans and Specifications and that the remaining undisbursed portion of the Loan and the funds on deposit are adequate to complete the construction of the Improvements on the Real Property.
(e) Unless otherwise approved by Lender, no disbursements of the proceeds shall be made if the Loan is not current or an Event of Default exists, or an event exists which with the passage of time or notice or both would constitute an Event of Default. Lender shall not be obligated at any time to disburse proceeds of the Loan in excess of the Budget or that recommended by the Construction Inspector nor shall the Lender be obligated to disburse proceeds of the Loan for materials stored off of the Project. As a condition of each draw, Lender must be satisfied that sufficient funds are available to complete the Improvements.
(f) All interim disbursements of Loan proceeds for construction work shall be subject to a ten percent (10%) years and retainage requirement; provided there shall be extended no retainage for direct materials purchases.
(g) Each disbursement must be accompanied by an endorsement to the Title Policy, obtained by Borrower at Borrower's sole expense, so that the coverage reflects the amounts that have been advanced.
(h) Final disbursement, to the General Contractor, including retainage, shall be subject to and conditioned upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of Lender having secured the following events occurs:
(1i) Borrower becomes dead or becomes a person without capacity or with limited capacity certificate of occupancy for civil acts;
the Improvements from the appropriate governmental agency if such certificate is deemed necessary by Lender, in its sole discretion; (2ii) Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
1.2 The Lender agrees to remit the amount certificate of such loan to the account designated completion prepared and submitted by the Borrower within seven (7) days after receiving and the Borrower’s written notification to use the loanProject Architect, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided and approved by the Lender and agrees and warrants hereby Construction Inspector, which certificate shall contain only such loan shall be used only for establishing an advertisement company in Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s Company qualifications as are acceptable to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in Lender's sole discretion, and indicating that the means designated by construction of the Lender Improvements has been completed substantially in accordance with this Agreement the approved Plans and Specifications, all construction has been completed in a good and workmanlike manner, all applicable zoning, building, or other governmental codes or regulations have been complied with, there are no known structural deficiencies, and all mechanical equipment, including, without limitation, plumbing, air conditioning and heating, electrical, and kitchen equipment, if any, is in good working order; (iii) a certificate of completion executed by the General Contractor and filed in the Real Property Records of Bell County, Texas; (iv) an affidavit executed by xxx General Contractor satisfactory to Lender, Lender's counsel and the Agreement shall terminate simultaneously.
1.6 The Lender Title Company in their sole discretion, stating, among other things, that all work has been completed in accordance with the Plans and Specifications approved by Lender; (v) if required by Lender, lien waivers from any and all subcontractors, in form and substance satisfactory to Lender, Lender's counsel and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other Title Company in their sole discretion; (legal person or natural personvi) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission an "AS BUILT" survey of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights Project and (vii) such other additional documents as a shareholder of the Borrower’s Company to a person designated by the LenderLender may reasonably request.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as amount equal to the US Dollar equivalent of RMB 500,000 1,350,000 in accordance with the terms and conditions set forth in this Agreementherein (the "Loan"). Term for such loan will shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations(the "Term"). During Notwithstanding the term or extended term of such loanforegoing, in the following circumstances, Borrower shall refund repay the loan ahead of Loan regardless if the loan term or the extended loan term, if either of the following events occursTerm has expired:
(1) Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from commits a crime or dismissed by the Lender or its affiliates;is involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest in Fuhua under the Borrower commits a crime or involves a crime;PRC law and Lender chooses to do so.
1.2 The Lender agrees to shall remit the amount of such loan the Loan to the an account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan's disbursement notice in writing, provided that all of the preconditions conditions precedent to disbursement set forth in Section 2 of this Agreement are have been fully satisfied. The Borrower shall issue deliver a written confirmation notification to the Lender on the within one (1) day after receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereeLoan.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan Loan shall only be used only for establishing an advertisement company by Borrower to invest in Shanghai for the BorrowerFuhua's registered capital. Without the Lender’s 's prior written consent, the Borrower shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity his interest in the Borrower’s Company Fuhua to any other third party.
1.4 The Lender and Borrower can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity his interest in the Borrower’s Company Fuhua to the Lender or other (legal person or natural person) a third party designated by Lender when such transfer is permitted under the LenderPRC law.
1.5 The In the event Borrower transfers his interest to any third party other than Lender, Borrower shall pay the full amount of the proceeds it receives from such transfer to Lender regardless if the amount of such proceeds exceeds the amount of the Loan.
1.6 Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity 's interest in the Borrower’s Company Fuhua at any a price determined by Both Parties, subject equal to the permission amount of the Loan when such purchase is allowed under the PRC law. The If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in Fuhua, the purchase price shall be reduced on a pro rata basis.
1.7 In the event when Borrower warrants transfers his interest in Fuhua to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Borrower’s Company Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrower to a person designated by the LenderLender in full.
Appears in 1 contract
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as RMB 500,000 in accordance with the terms and conditions set forth in this Agreement. Term for such loan will be ten (10) years and shall be extended upon the agreement of Both Parties through negotiations. During the term or extended term of such loan, the Borrower shall refund the loan ahead of the loan term or the extended loan term, if either of the following events occurs:
(1) the Borrower becomes dead dies or becomes a person without capacity or with limited capacity for civil acts;
(2) the Borrower quits from or dismissed by the Lender or its affiliates;
(3) the Borrower commits a crime or involves a crime;
(4) any other third party claim more than RMB500,000 against the Borrower;
(5) foreign investors are permitted to invest in the business of value-added telecommunication and the relevant authorities begin to approve such business in accordance with the applicable laws of PRC.
1.2 The Lender agrees to remit the amount of such loan to the account designated by by
10.19 the Borrower within seven (7) days after receiving the Borrower’s 's written notification to use the loan, provided that all of the preconditions set forth in Section 2 of this Agreement are satisfied. The Borrower shall issue confirmation notification to the Lender on the day receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s 's inheritor or transferee.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan shall be used only for establishing an advertisement company the investment in Shanghai for the Borrower's Company to expand the business of the company. Without the Lender’s 's prior written consent, the Borrower shall not use the amount of such loan for any other purpose or transfer or pledge its equity in the Borrower’s 's Company to any other third party.
1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the Lender or other (legal person or natural person) designated by the Lender.
1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other (legal person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s Company at any price determined by Both Parties, subject to the permission of the law. The Borrower warrants to issue an irrevocable proxy to confer all its rights as a shareholder of the Borrower’s Company to a person designated by the Lender.
Appears in 1 contract
Samples: Loan Agreement (Linktone LTD)
Loan. 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal as amount equal to the US Dollar equivalent of RMB 500,000 50,000 in accordance with the terms and conditions set forth in this Agreementherein (the "Loan"). Term for such loan will shall be ten (10) years and shall which may be extended upon the agreement of Both the Parties through negotiations(the "Term"). During Notwithstanding the term or extended term of such loanforegoing, in the following circumstances, Borrower shall refund repay the loan ahead of Loan regardless if the loan term or the extended loan term, if either of the following events occursTerm has expired:
(1) Borrower becomes dead deceases or becomes a person without legal capacity or with limited capacity for civil actslegal capacity;
(2) Borrower quits from commits a crime or dismissed by the Lender or its affiliates;is involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest in ICP Company under the Borrower commits a crime or involves a crime;PRC law and Lender chooses to do so.
1.2 The Lender agrees to shall remit the amount of such loan the Loan to the an account designated by the Borrower within seven (7) days after receiving the Borrower’s written notification to use the loan's disbursement notice in writing, provided that all of the preconditions conditions precedent to disbursement set forth in Section 2 of this Agreement are have been fully satisfied. The Borrower shall issue deliver a written confirmation notification to the Lender on the within one (1) day after receiving the amount of the loan. The commitments of the Lender under this section are effective only to the Borrower itself, but not the Borrower’s inheritor or transfereeLoan.
1.3 The Borrower agrees to accept such loan provided by the Lender and agrees and warrants hereby such loan Loan shall only be used only for establishing an advertisement company by Borrower to invest in Shanghai for the BorrowerICP Company's registered capital. Without the Lender’s 's prior written consent, the Borrower shall not use the amount of such loan Loan for any other purpose or transfer or pledge its equity his interest in the Borrower’s ICP Company to any other third party.
1.4 The Lender and Borrower can only repay the Borrower jointly agree and confirm that the Borrower shall refund the loan only Loan by transferring all of Borrower’s equity his interest in ICP Company to Lender or a third party designated by Lender when such transfer is permitted under the Borrower’s Company PRC law.
1.5 In the event (1) Borrower transfers his interest to the Lender or other (legal person or natural person) a third party transferee designated by Lender to the Lenderextent permitted by applicable PRC laws or (2) Borrower receives any dividends from ICP Company, Borrower shall pay the full amount of the proceeds it receives from such transfer or from such dividends to Lender regardless if the amount of such proceeds exceeds or is less than the amount of the Loan.
1.5 The 1.6 Lender and the Borrower hereby jointly agree and confirm that any proceeds raised from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the Lender, as the consideration of the loan provided by the Lender, in the means designated by the Lender in accordance with this Agreement and the Agreement shall terminate simultaneously.
1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has the right to, but has no obligation to, at any time, purchase or designate the other a third party (legal person or natural person) to purchase all or part of Borrower’s equity 's interest in the Borrower’s ICP Company at any a price determined by Both Parties, subject equal to the permission amount of the Loan (or at the lowest price permitted by applicable PRC laws if the foregoing determined price is not permitted in accordance with applicable PRC laws) when such purchase is allowed under the PRC law. The If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in ICP Company, the purchase price shall be reduced on a pro rata basis.
1.7 In the event when Borrower warrants transfers his interest in ICP Company to issue an irrevocable proxy to confer all its rights as Lender or a shareholder third party transferee designated by Lender, (i) if the amount of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends (if any) received by Borrower from ICP Company equals or is less than the principal amount of the Borrower’s Company Loan, to a person designated the extent permitted by the Lenderapplicable PRC laws, the Loan shall be deemed as interest free; or (ii) if the amount of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends (if any) received by Borrower from ICP Company is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrower to Lender in full.
Appears in 1 contract
Samples: Loan Agreement (ATA Inc.)