Party B’s Rights and Obligations. 6.1 Party B has the following rights: 6.1.1 To request Party A to provide loans or other credits within the credit line in accordance with the conditions set forth in this Agreement; 6.1.2 To use the credit line in accordance with this Agreement; 6.1.3 To request Party A to keep confidential any information provided by Party B about its production, operations, property, accounts, etc., unless otherwise provided in this Agreement; 6.1.4 To transfer debts to a third party upon written consent of Party A. 6.2 Party B bears the following obligations: 6.2.1 To truthfully provide documents and materials required by Party A (including but not limited to providing authentic financial books/statements and annual financial reports at the frequency required by Party A, material decisions on and changes in production, operations and management, fund withdrawal/use data, collateral data, etc.), as well as information of its account opening bank, account number, deposit and loan balance, and cooperate with Party A’s investigations, reviews and inspections; 6.2.2 To be subject to Party A’s supervision over the use of credit funds and the relevant production, operation and financial activities; 6.2.3 To use loans and/or other credits in accordance with the provisions of and/or for purposes committed under this Agreement or specific business documents; 6.2.4 To repay the principal, interests and costs of all loans, advances and other credit debts in full and on time in accordance with this Agreement and specific business documents; 6.2.5 To obtain the written consent of Party A before transferring all or part of its debts under this Agreement to any third party; 6.2.6 If any of the following events happens, Party B shall notify Party A immediately and cooperate actively with Party A to provide security measures for the safe repayment of the principal, interests and costs of the loans, advances and other credit debts under this Agreement: 6.2.6.1 Party B experiences a material financial loss, assets loss or other financial crisis; 6.2.6.2 Party B offers a loan or provides a guarantee or security in favor of a third party or in protection of a third party against loss, or provides its own property (rights) as mortgage (pledge) collateral; 6.2.6.3 Party B suspends business operations, has its business license revoked or cancelled, applies or is applied for bankruptcy or dissolution, or changes its key company information, e.g., company name, registered address, place of business, beneficial owner, etc.; 6.2.6.4 Party B’s controlling shareholder, affiliated company or actual controller sustains a material operating or financial crisis, which affects its normal business operations, or Party B’s legal representative/principal, director or key senior management personnel are replaced or are punished/restricted of freedom by a competent PRC authority for breach of law, misconduct or for other reasons, or are missing for 7 days, which may affect its normal business operations; 6.2.6.5 Party B makes a related-party transaction with its controlling shareholder, affiliated company or actual controller in an amount equaling 10% of Party B’s net assets (Party B’s notice shall at least include the affiliation relationship between the transaction parties, transaction items and nature, transaction amount or ratio, pricing policy (including transactions for no price or a nominal price), etc.); 6.2.6.6 Party B faces any litigation, arbitration or criminal or administrative penalty which has significant adverse impact on its operations or property conditions; 6.2.6.7 Party B or its actual controller is engaged in a significant amount of private usury, or has bad records at other financial institutions for borrowing new loans to repay old ones, overdue loans, overdue interests, etc.; or the internal capital chain of Party B’s affiliate is broken and a debt crisis occurs; or Party B’s project is terminated or suspended or Party B makes a material investment error; 6.2.6.8 Other major events which may affect Party B’s solvency. 6.2.7 Party B shall not be negligent to manage or recover its claims falling due, or dispose of its existing major property without a compensation or by other inappropriate means. 6.2.8 Party B must obtain prior written consent of Party A for major matters such as merger (acquisition), division, restructuring, joint venture (partnership), assets (equity interests) transfer, shareholding reform, foreign investment, increasing debt financing, etc. 6.2.9 Where accounts receivable are pledged, Party B shall ensure that the credit balance at any point during the credit term will remain below 80% of the balance of the pledged accounts receivable; otherwise, Party B must provide new accounts receivable approved by Party A as pledge or lodge a deposit (the deposit account shall be the one automatically created or recorded in Party A’s system when the deposit is lodged, the same below), until the balance of the pledged accounts receivable × 80% + valid deposit > credit balance. 6.2.10 Where Party B lodges a deposit, if the balance in the deposit account falls under 95% of the amount of the specific business due to exchange rate fluctuations, Party B shall supplement a corresponding amount of deposit or provide other guarantees at Party A’s request. 6.2.11 Party B shall ensure that all import sales revenues are retrieved into Party A’s designated account, and for export negotiations, all bills and/or documents under letters of credit are transferred to Party A. 6.2.12 Party B shall ensure that settlements, payments and other revenue earning and expending activities are mainly made via its settlement bank account opened with Party A. During the credit term, the proportion of settlement transactions made via such designated account shall be at least not lower than the proportion of Party B’s financing amount with Party A in its total financing amount with all banks.
Appears in 2 contracts
Samples: Credit Agreement (Genetron Holdings LTD), Credit Agreement (Genetron Holdings LTD)
Party B’s Rights and Obligations. 6.1 Party B has the following rights:
6.1.1 To request it has the right to require Party A to provide loans or other credits within the credit line in accordance with the conditions set forth stipulated in this the Agreement;
6.1.2 To it has right to use the credit line as stipulated in accordance with this the Agreement;
6.1.3 To request It has the right to require Party A to keep confidential any information the production, operation, property, account and other conditions provided by Party B about its productionB, operations, property, accounts, etc., unless except as otherwise provided in this Agreementby laws and regulations or otherwise required by the regulatory body;
6.1.4 To After obtaining the consent of Party A, it has the right to transfer debts the debt to a third party upon written consent of Party A.party.
6.2 Party B bears shall bear the following obligations:
6.2.1 To truthfully it shall truly provide documents and materials required by Party A (including but not limited to providing authentic their true financial books/statements and annual financial reports at in accordance with the frequency cycle required by Party A, material major decisions on and changes in production, operations operation and management, fund withdrawal/and materials on change withdrawals/ use dataof money, collateral datainformation related to collateral, etc.)) required by Party A, as well as information all bank of its account opening bankdeposit, account number, deposit numbers and loan balancebalance of deposits and loans, and cooperate with Party A’s investigationsinvestigation, reviews review and inspectionsinspection;
6.2.2 To It shall be subject to Party A’s supervision over the its use of credit credited funds and the relevant related production, operation and financial activities;
6.2.3 To use loans Loans and/or other credits shall be used in accordance with the provisions Agreement and the agreed and/or promised purposes of and/or for purposes committed under this Agreement or each specific business documentscontract;
6.2.4 To repay the principal, interests The principal and costs interest of all loans, advances and other credit credited debts shall be repaid in full and on time in accordance with this the Agreement and various specific business documentscontracts;
6.2.5 To If all or part of the debts under the Agreement are transferred to a third party, it shall obtain the written consent from Party A;
6.2.6 Under the following circumstances, Party B shall immediately notify Party A and actively cooperate with Party A to implement the safeguard measures for the safe repayment of the principal and interest of loans, advances and other credited debts as well as all related expenses under the Agreement:
6.2.6.1 A major financial loss, asset loss or other financial crisis occurs;
6.2.6.2 Provide loans or guarantees to any third party, or provide the mortgage (pledge) guarantee with their own property (rights)
6.2.6.3 In the event of suspension of business, revocation or cancellation of business license, application or application for bankruptcy, dissolution, etc.;
6.2.6.4 A major crisis in the operation or finance of its controlling shareholders and other affiliates affects its normal operation;
6.2.6.5 If the related-party transaction between the controlling shareholders and other affiliates has the amount reaching more than 10% of the net assets of Party B;
6.2.6.6 Any litigation, arbitration or criminal or administrative punishment that has a material adverse effect on its business or property status;
6.2.6.7 There are other significant events that may affect their ability to pay their debts.
6.2.7 Do not succumb to the management and recourse of their due claims, or dispose of existing primary properties in a non-reimbursable and other improper manner.
6.2.8 Party B must obtain the written consent of Party A before transferring all or part of its debts under this Agreement to any third party;
6.2.6 If any of the following events happens, Party B shall notify Party A immediately and cooperate actively with Party A to provide security measures for the safe repayment of the principal, interests and costs of the loans, advances and other credit debts under this Agreement:
6.2.6.1 Party B experiences a material financial loss, assets loss or other financial crisis;
6.2.6.2 Party B offers a loan or provides a guarantee or security in favor of a third party or in protection of a third party against loss, or provides its own property (rights) as mortgage (pledge) collateral;
6.2.6.3 Party B suspends business operations, has its business license revoked or cancelled, applies or is applied for bankruptcy or dissolution, or changes its key company information, e.g., company name, registered address, place of business, beneficial owner, etc.;
6.2.6.4 Party B’s controlling shareholder, affiliated company or actual controller sustains a material operating or financial crisis, which affects its normal business operations, or Party B’s legal representative/principal, director or key senior management personnel are replaced or are punished/restricted of freedom by a competent PRC authority for breach of law, misconduct or for other reasons, or are missing for 7 days, which may affect its normal business operations;
6.2.6.5 Party B makes a related-party transaction with its controlling shareholder, affiliated company or actual controller in an amount equaling 10% of Party B’s net assets (Party B’s notice shall at least include the affiliation relationship between the transaction parties, transaction items and nature, transaction amount or ratio, pricing policy (including transactions for no price or a nominal price), etc.);
6.2.6.6 Party B faces any litigation, arbitration or criminal or administrative penalty which has significant adverse impact on its operations or property conditions;
6.2.6.7 Party B or its actual controller is engaged in a significant amount of private usury, or has bad records at other financial institutions for borrowing new loans to repay old ones, overdue loans, overdue interests, etc.; or the internal capital chain of Party B’s affiliate is broken and a debt crisis occurs; or Party B’s project is terminated or suspended or Party B makes a material investment error;
6.2.6.8 Other major events which may affect Party B’s solvency.
6.2.7 Party B shall not be negligent to manage or recover its claims falling due, or dispose of its existing major property without a compensation or by other inappropriate means.
6.2.8 Party B must obtain prior written consent of Party A for major matters such as merger consolidation (acquisitionmerger), divisionseparation, restructuring, joint venture (partnershipcooperation), assets transfer of property right (equity interests) transferequity), shareholding stock system reform, foreign investment, increasing investment and increase in debt financing, etc.
6.2.9 Where Party B shall (tick “✓“ at ☐) in accordance with the requirements of Party A: ☒ insure the core assets and designate Party A as the first-ranked beneficiary; ☒ it may not sell or mortgage the /assets designated by Party A before the credited debts are settled; ☒ The dividends paid to its shareholders before the credited debts are settled are subject to the following restrictions as required by Party A: ☒ Others: /
6.2.10 In the case of dynamic pledge of accounts receivable are pledgedreceivable, Party B shall ensure guarantees that the credit balance at any point time during the credit term will remain below 80% period is less than z% of the balance of the pledged accounts receivable; otherwise, Party B must provide new accounts receivable approved by Party A as for pledge or lodge a deposit (the deposit account shall be the one automatically created or recorded in Party A’s system when the deposit is lodged, the same below), of margin until the balance of the pledged accounts receivable × 80/ % + valid deposit effective margin > credit balance.
6.2.10 Where 6.2.11 Under the case of Party B lodges a depositproviding the pledge of margin, if the balance in of the deposit margin account falls under 95% of is insufficient to offset the amount of the specific business amount is /% due to fluctuations in exchange rate fluctuationsrate, Party B shall supplement a is obliged to add the margin of corresponding amount of deposit or provide other guarantees at Party A’s request.
6.2.11 Party B shall ensure that all import sales revenues are retrieved into Party A’s designated account, and for export negotiations, all bills and/or documents under letters of credit are transferred to guarantee as required by Party A.
6.2.12 Party B shall ensure Ensure that settlements, payments and other revenue earning and expending activities are mainly made via its settlement bank account opened with Party A. During the credit term, sales payment under the proportion of settlement transactions made via such import item is returned from the designated account shall be at least not lower than the proportion of Party B’s financing amount with A; under the export negotiation, Party A in its total financing amount with all bankswill transfer the notes and/or documents under the letter of credit.
Appears in 2 contracts
Samples: Credit Agreement (ECMOHO LTD), Credit Agreement (ECMOHO LTD)
Party B’s Rights and Obligations. 6.1 Party B has shall enjoy the following rights:
6.1.1 To request Party B shall have the right to require Party A to provide loans or other credits within the credit line in accordance with the conditions set forth in this Agreementstipulated herein;
6.1.2 To Party B has the right to use the credit line in accordance with this Agreementaccording to the provisions hereof;
6.1.3 To request Except otherwise stipulated by laws and regulations or otherwise required by the regulatory authority, Party B shall have the right to require Party A to keep confidential any the information provided by Party B about on its production, operationsoperation, property, property and accounts, etcamong others., unless otherwise provided in this Agreement;
6.1.4 To Party B has the right to transfer debts to a third party upon written with the consent of Party A.
6.2 Party B bears shall undertake the following obligations:
6.2.1 To Party B shall truthfully provide documents and materials required by Party A the documentation (including but not limited to providing authentic the provision of Party B's true financial books/statements and annual financial reports at reports, major decisions and changes in production, operation and management, withdrawal/payment documents, information relating to collateral, etc. within the frequency period required by Party A), all banks of deposits, accounts, balances of deposits and loans and other information required by Party A, material decisions on and changes shall assist Party A in productioninvestigating, operations reviewing and management, fund withdrawal/use data, collateral data, etc.), as well as information of its account opening bank, account number, deposit and loan balance, and cooperate with Party A’s investigations, reviews and inspectionsinspecting;
6.2.2 To be subject Party B shall accept the supervision by Party A to Party A’s supervision over the its use of the credit funds funds, production and the relevant production, operation management and financial activities;
6.2.3 To Party B shall use the loans and/or other credits in accordance with the provisions of of, and/or for purposes committed the undertakings under this Agreement or and each specific business documentscontract;
6.2.4 To Party B shall repay the principal, interests interest and costs expenses in respect of all the loans, advances and other credit debts in full and on in time in accordance with the provisions of this Agreement and each specific business documentscontract;
6.2.5 To obtain Any transfer of the debts hereunder to a third party in whole or in part is subject to the written consent of from Party A before transferring all or part of its debts under this Agreement to any third partyA;
6.2.6 If Party B has any of the following events happenscircumstances, Party B shall immediately notify Party A immediately and cooperate actively with assist Party A in taking measures to provide security measures for guarantee the safe repayment of the principal, interests interest and costs all expenses in respect of the loans, advances and other credit debts under this Agreementhereunder:
6.2.6.1 Party B experiences a material suffers major financial losslosses, assets loss losses or other financial crisiscrises;
6.2.6.2 Party B offers a loan provides loans or provides a guarantee or security in favor of a guarantees for third party or in protection of a third party against lossparties, or provides mortgage (pledge) guarantees with its own property (rights) as mortgage (pledge) collateral);
6.2.6.3 Party B suspends business operationsis shut down, has revoked or cancelled its business license revoked or cancelledlicense, applies for or is applied for bankruptcy bankruptcy, is dissolved or dissolution, or changes its key company information, e.g., company name, registered address, place of business, beneficial owner, etc.otherwise;
6.2.6.4 Party B’s controlling shareholder, affiliated company or actual controller sustains a material operating 's normal operation is affected by the major operational or financial crisis, which affects crises of its normal business operations, or Party B’s legal representative/principal, director or key senior management personnel are replaced or are punished/restricted of freedom by a competent PRC authority for breach of law, misconduct or for controlling shareholders and other reasons, or are missing for 7 days, which may affect its normal business operationsrelated companies;
6.2.6.5 Party B makes is engaged in a related-party related transaction with its controlling shareholder, affiliated company or actual controller in an amount equaling amounting to more than 10% of Party B’s 's net assets (Party B’s notice shall at least include the affiliation relationship between the transaction parties, transaction items with its controlling shareholders and nature, transaction amount or ratio, pricing policy (including transactions for no price or a nominal price), etc.)other related companies;
6.2.6.6 Party B faces is involved in any litigationaction, arbitration or criminal or administrative penalty which punishment that has significant major adverse impact effect on its operations the business or property conditionsstatus of Party B;
6.2.6.7 Party B or its actual controller is engaged in a significant amount of private usury, or has bad records at Any other financial institutions for borrowing new loans to repay old ones, overdue loans, overdue interests, etc.; or the internal capital chain of Party B’s affiliate is broken and a debt crisis occurs; or Party B’s project is terminated or suspended or Party B makes a material investment error;
6.2.6.8 Other major events which issue that may affect Party B’s solvency's solvency has occurred.
6.2.7 Party B shall not be negligent to manage or recover its claims falling due, or in managing and recovering debts due nor shall it dispose of its existing major property without a compensation properties for free or by other inappropriate means.
6.2.8 Party B must obtain prior written consent of Party A for major shall not engage in such important matters such as merger consolidation (acquisitionmerger), divisionseparation, restructuringreorganization, joint venture (partnershipcooperation), assets transfer of property (equity interests) transfershares), shareholding reform, foreign investment, and increasing debt financing, etc.without the written consent of Party A.
6.2.9 Where At the request of Party A, Party B shall (Tick "√" in ⬜): ⬜ cover insurance for its key assets and appoint Party A as the primary beneficiary; ⬜ not sell or mortgage / assets designated by Party A before the credit debts are paid off; ⬜ impose the following restrictions on the dividends due to its shareholders before the credit debts are paid off: ⬜ Other: /
6.2.10 In the case of dynamic pledge of accounts receivable are pledgedreceivable, Party B shall ensure that the balance of credit balance at any time point during the credit term will remain below 80period shall be lower than / % of the balance of the pledged accounts receivable; otherwisereceivables, failing which, Party B must shall provide new accounts receivable approved by Party A as pledge for pledging or lodge a deposit (adding to the deposit account shall be the one automatically created or recorded in Party A’s system when the deposit is lodged, the same below), margin until the balance of the pledged accounts receivable × 80% receivables x / %+ valid deposit effective margin > credit balance.
6.2.10 Where 6.2.11 In the event that Party B lodges provides a depositpledge of margin, if the balance in of the deposit margin account falls under 95is less than / % of the corresponding amount of the specific business due to exchange rate fluctuationsfluctuation, Party B shall be obliged to supplement a the corresponding amount of deposit margin or provide other guarantees at Party A’s request.
6.2.11 Party B shall ensure that all import sales revenues are retrieved into Party A’s designated account, and for export negotiations, all bills and/or documents under letters of credit are transferred to as required by Party A.
6.2.12 Party B shall ensure that settlements, payments and other revenue earning and expending activities are mainly made via its settlement bank account opened with the sales payment for import goods shall be recovered from Party A. During the credit term, the proportion of settlement transactions made via such A designated account and that notes and/or documents under L/C shall be at least not lower than the proportion of Party B’s financing amount with transferred to Party A in its total financing amount with all banksexport negotiations.
Appears in 1 contract
Samples: Credit Extension Agreement (Cellular Biomedicine Group, Inc.)