Rights and Obligations of Party B. 6.1 Party B shall have the following rights: 6.1.1 to request Party A to make available the Loans or other facilities under the facility upon the conditions stated herein; 6.1.2 to utilize the facility according to this Agreement; 6.1.3 to request Party A to keep the information provided by Party B in respect of its production, operations, property, accounts and so forth confidential, unless otherwise required by law. 6.1.4 to transfer the debts to a third party after obtaining consent from Party A. 6.2 Party B shall undertake the following obligations: 6.2.1 to honestly provide such documents and materials as Party A requires and the names of the banks with which Party B maintains its accounts, the account numbers and the balances of its deposits and loans, and to give cooperation in the investigation, review and examination conducted by Party A; 6.2.2 to accept Party A’s supervision of its utilization of credit facilities and relevant production, operation and financial activities of Party B; 6.2.3 to apply the Loans and/or other facilities for the purposes prescribed in the respective certificates of indebtedness and the respective specific contracts; 6.2.4 to pay in full the principal and interest of the Loans and/or advances on time as agreed in this Agreement, the respective certificates of indebtedness and the respective specific contracts; 6.2.5 to obtain written consent from Party A before transferring the debts hereunder, in whole or in part, to a third party; 6.2.6 to forthwith notify Party A of the occurrence of any of the following events and cooperate with Party A in carrying out measures for securing due payment of the principal and interest of the Loans and other facilities and all other relevant expenses hereunder: 6.2.6.1 Party B suffers grave financial loss, asset loss or other financial distress; 6.2.6.2 Party B offers a loan or guarantee or put its property (rights) in mortgage (pledge), for the benefits of a third party or to protect that third party from any loss; 6.2.6.3 Any of the following alterations of Party B occurs: amalgamation (merger), division, reorganization, equity (cooperative) joint venture, transfer of equity (shareholding), transformation into shareholding company; 6.2.6.4 Party B winds up its business, has its business licence revoked or cancelled, has filed or been presented the bankruptcy or dissolution petition and so forth; 6.2.6.5 Party B’s controlling shareholder and other affiliates suffer great difficulty in business or finance which affects its normal operation; 6.2.6.6 Party B concludes material related transactions with its controlling shareholder and other affiliates which affect its normal operation; 6.2.6.7 Party B is involved in any litigation or arbitration or given any criminal or administrative penalty which have material adverse effects on its business or property; 6.2.6.8 other material events have happened which are likely to affect the solvency of Party B.
Appears in 2 contracts
Samples: Credit Facility Agreement (Las Vegas Resorts Corp), Credit Facility Agreement (Winner Medical Group Inc)
Rights and Obligations of Party B. 6.1 Party B shall have is entitled to the following rights:
6.1.1 to request To require Party A to make available the Loans grant loans or other facilities under facility within the facility upon limit in accordance with the conditions stated specified herein;
6.1.2 to utilize To use the facility according in accordance to the provisions of this Agreement;
6.1.3 to request To require Party A to keep the confidential information provided by Party B in respect of its about production, operationsoperation, property, accounts accounts, etc. except that otherwise provided by laws and so forth confidential, unless otherwise regulations or required by law.regulators;
6.1.4 to To transfer the its debts to a the third party after obtaining subject to consent from Party A.
6.2 Party B shall undertake assume the following obligations:
6.2.1 to honestly To provide such documents authentic documentary information required by Party A, including but not limited to, provide its authentic financial statements and materials annual reports, major decisions and changes on production, operation and management, on a regular basis as required by Party A requires and A, as well as the names of the banks with which Party B maintains information about all its accountsaccount banks, the bank account numbers and the balances of its deposits credit and loansdebit balances, and to give cooperation cooperate in the investigationinvestigations, review examinations and examination inspections conducted by Party A;
6.2.2 To subject itself to accept the supervision by Party A’s supervision A of its utilization use of credit facilities the loan capital and relevant related production, operation operational and financial activities of Party Bactivities;
6.2.3 to apply the Loans To use loans and/or other facilities for the purposes prescribed in the respective certificates of indebtedness accordance with this Agreement and the respective each specific contractscontract and/or promised purposes;
6.2.4 to pay in full To repay the principal and interest of the Loans and/or loans, advances on and facility debts in due time as agreed and in full amount in accordance with this Agreement, the respective certificates of indebtedness Agreement and the respective each specific contractscontract;
6.2.5 to To obtain written consent from Party A before transferring all or part of its debts under this Agreement to the debts hereunder, in whole or in part, to a third party;
6.2.6 to forthwith To notify Party A of the occurrence of any of the following events without delay and cooperate with Party A in carrying out measures implementing the safeguards for securing due payment the repayment of the principal and interest of the Loans loans, advances and other facilities and credit debts as well as all other relevant expenses hereunder:fees under this Agreement if the following circumstance applies to Party B;
6.2.6.1 Party B suffers grave Occurrence of major financial loss, asset loss or other financial distresscrisis;
6.2.6.2 Party B offers a loan Granting loans or guarantee providing guarantees/warranties to the third party, or put mortgaging (pledging) its property own assets (rights) in mortgage (pledge), for the benefits of a third party or to protect that third party from any lossas security;
6.2.6.3 Any Occurrence of the following alterations of Party B occurs: amalgamation changes such as merger (mergeracquisition), divisionsplit, reorganization, equity joint venture (cooperative) joint venturecollaboration), transfer of equity title (shareholdingequity), transformation into shareholding companyreform, etc;
6.2.6.4 Party B winds up its Occurrence of discontinuance of business, has its business licence revoked license revocation or cancelledderegistration, has filed bankruptcy application or been presented the bankruptcy or dissolution petition and so forthbeing applied for dissolution, etc;
6.2.6.5 Party B’s Its operation is affected as the result of significant crisis in the operation or finance of its controlling shareholder and other affiliates suffer great difficulty in business or finance which affects its normal operationaffiliates;
6.2.6.6 Party B concludes material Its operation is affected as the result of major related transactions with its controlling shareholder and other affiliates which affect its normal operationaffiliates;
6.2.6.7 Party B is involved in Occurrence of any litigation lawsuit, arbitration, or arbitration or given any criminal or administrative penalty which have material adverse effects on sanctions that lead to significant negative consequences to its business operation or propertyproperty conditions;
6.2.6.8 Occurrence of other material significant events have happened which are likely that may influence its solvency.
6.2.7 Not to affect the solvency be indolent in managing and recovering its due claim, or dispose of Party B.its existing major assets for nothing and in other inappropriate ways.
Appears in 1 contract
Rights and Obligations of Party B. 6.1 Party B shall have be entitled to the following rights:
6.1.1 to request require Party A to make available the Loans provide loans or other facilities under credits within the facility upon credit line in accordance with the conditions stated as provided herein;
6.1.2 to utilize use the facility according to this Agreementcredit line as agreed herein;
6.1.3 to request require Party A to keep confidential the information production, operation, property, account , etc. provided by Party B in respect of its production, operations, property, accounts and so forth confidentialB, unless otherwise required by law.provided herein; and
6.1.4 to transfer the debts to a any third party after obtaining getting the written consent from of Party A.
6.2 Party B shall undertake perform the following obligations:
6.2.1 to honestly truthfully provide such the documents and materials as information requested by Party A requires (including but not limited to providing its true financial books/statements and annual financial reports, major decisions and changes in production, operation and management, loan withdrawal/use information, and collateral-related information for the names of the banks with which period requested by Party B maintains its A) as well as all bank accounts, the account numbers accounts and the balances of its deposits deposit and loansloan balances, and to give cooperation shall cooperate with Party A in the its investigation, review and examination conducted by Party Ainspection;
6.2.2 to accept Party A’s 's supervision of its utilization over the use of credit facilities funds and relevant related production, operation and financial activities of Party Bactivities;
6.2.3 to apply use the Loans loan and/or other facilities credit according to this Agreement and the specific business documents and/or for the purposes prescribed in the respective certificates of indebtedness and the respective specific contractspromised;
6.2.4 to pay repay the principal, interest and expenses of loans, advances and other credit obligations in full the principal and interest of the Loans and/or advances on time as agreed in this Agreement, the respective certificates of indebtedness herein and the respective specific contractsbusiness documents;
6.2.5 to obtain get the written consent from of Party A before for transferring all or part of the debts hereunder, in whole or in part, hereunder to a third party;
6.2.6 to forthwith immediately notify Party A of the occurrence of any of the following events and actively cooperate with Party A in carrying out to implement the guarantee measures for securing due payment the safe repayment of the principal and interest of the Loans loans, advances and other facilities credit debts and all other relevant related expenses hereunderhereunder in any of the following circumstances:
6.2.6.1 where Party B suffers grave has significant financial losslosses, asset loss of assets or other financial distresscrises;
6.2.6.2 where Party B offers provides a loan or guarantee or put its property (rights) in mortgage (pledge), for the benefits benefit or protection of a third party from loss, or to protect that third party from any lossprovides mortgage (pledge) with its own property (right);
6.2.6.3 Any of the following alterations of where Party B occurs: amalgamation (merger)has is suspended for business, divisionrevoked or cancelled of business license, reorganizationapplies or is applied for bankruptcy or dissolution, equity (cooperative) joint ventureetc., transfer or has the change of equity (shareholding)important enterprise information, transformation into shareholding companysuch as enterprise name, registered address, place of business, beneficial owner, etc.;
6.2.6.4 Party B winds up its business, has its business licence revoked where there is a major crisis in the operation or cancelled, has filed or been presented the bankruptcy or dissolution petition and so forth;
6.2.6.5 finance of Party B’s controlling shareholder and or any other affiliates suffer great difficulty in business or finance affiliate, actual controller, which affects its normal operation;
6.2.6.6 Party B concludes material related transactions with , or its controlling shareholder and other affiliates legal representative/principal, director or key senior management changes, or it is punished/restricted by the competent national authority for violation of laws or disciplines, or it has been disappeared for more than seven days, which may affect its normal operation;
6.2.6.7 6.2.6.5 where Party B’s related transaction with its controlling shareholder or any other affiliate or actual controller amounts to more than 10% of its net assets (Party B's notice shall cover at least the related relationship of the parties to the transaction, the item and nature of the transaction, the amount or proportion of the transaction, pricing policy (including transactions with no amount or only symbolic amount), etc.);
6.2.6.6 where Party B is involved in has any litigation or litigation, arbitration or given any criminal or administrative penalty which have material that has significant adverse effects on consequences for the performance of its business or property;
6.2.6.8 6.2.6.7 where Party B or its actual controller has a large amount of private usury; or has bad records in other material events have happened which are likely financial institutions such borrowing new loan to affect repay the solvency old, being overdue to repay loans, failing to pay interest, etc.; or any of Party B.B’s affiliates has the internal capital chain break or debt crisis; or Party B has projects suspended or postponed, or has major investment errors; or
6.2.6.8 where Party B has any other significant matter that may affect its solvency.
6.2.7 not to neglect to manage and recover its due creditor’s rights, or dispose of existing major property free of charge or by other improper means;
6.2.8 to obtain the written consent of Party A before carrying out major matters such as combination (merger), demerger, restructuring, joint venture (cooperation), transfer of property (stock) rights, stock system transformation, foreign investment, increase of debt financing, etc.;
6.2.9 in case of pledge of accounts receivable, to guarantee that the credit balance at any time during the credit period is less than / % of the balance of the pledged accounts receivable, otherwise Party B must provide new accounts receivable approved by Party A for pledge or deposit (subject to the deposit account automatically generated or recorded by Party A’s system when the deposit is made, the same below) until the balance of the pledged accounts receivable × /%+ valid deposit>credit balance.
6.2.10 to add the corresponding amount of deposit or any other guarantee at Party A's request where Party B provides deposit pledge and the balance of the deposit account is less than 95% of the corresponding specific business amount due to exchange rate fluctuation;
6.2.11 to warranty that the sales payment under import will be recovered from the designated account of Party A; or transfer the bills and/or documents under the letter of credit to Party A in case of under export negotiation; and
6.2.12 to warranty that the settlement, payment and other income and expense activities will be mainly carried out in the banking settlement account opened by it at Party A, and its share of settlement transactions in the designated account during the credit period is not be less than its share of financing in all banks.
Appears in 1 contract
Samples: Credit Agreement (Cellular Biomedicine Group, Inc.)
Rights and Obligations of Party B. 6.1 7.1 Party B shall have the following rights:
6.1.1 7.1.1 to request Party A to make available the Loans provide loans or other facilities under credits within the facility upon Facility according to the conditions stated herein;
6.1.2 7.1.2 to utilize the facility Facility according to this Agreement;
6.1.3 7.1.3 to request Party A to keep the Party B’s information provided by Party B in respect of its regarding production, operationsoperation, property, properties and accounts and so forth confidential, unless otherwise required by law.provided herein;
6.1.4 7.1.4 to transfer assign the debts to a third party after obtaining with prior written consent from of Party A.A;
6.2 7.2 Party B shall undertake the following obligations:
6.2.1 to 7.2.1 Party B shall honestly provide such the documents and materials as Party A requires (including but not limited to provide its genuine financial books/statements and the names annual financial reports, significant decisions on or changes in respect with its production, operation and management, information of the banks with which utilization/usage of funds periodically as reasonably required by Party B maintains A) reasonably required by Party A, and information about its accountsopening bank, the account numbers and the balances balance of its deposits and loans, and to give cooperation in the shall cooperate with Party A’s reasonable investigation, review and examination conducted by Party Aexamination;
6.2.2 to 7.2.2 Party B shall accept Party A’s supervision on its usage of the credits and its utilization of credit facilities and relevant production, operation and financial activities of Party Bactivities;
6.2.3 to apply 7.2.3 Party B shall use the Loans loans and/or other facilities credits for the purposes prescribed agreed and/or committed in the respective certificates of indebtedness this Agreement and the respective relevant specific contractstransaction documents;
6.2.4 to pay in full 7.2.4 Party B shall repay the principal and interest of the Loans and/or loans, advances and other credit debts in full on time as agreed the due dates in according with this Agreement, the respective certificates of indebtedness Agreement and the respective specific contractstransaction documents;
6.2.5 to 7.2.5 Party B shall obtain written consent from Party A before transferring for the transfer of its debts hereunder, hereunder to a third party in whole or in part, to a third party;
6.2.6 to forthwith notify Party A of the occurrence 7.2.6 In case of any of the following events circumstances, Party B shall notify Party A immediately, and actively cooperate with Party A in carrying out to take security measures for securing guaranteeing the due payment repayment of the principal and interest of the Loans loans, advances and other facilities and all other relevant expenses credits hereunder:
6.2.6.1 7.2.6.1 Party B suffers grave from material financial loss, asset loss or other financial distress;
6.2.6.2 7.2.6.2 Party B offers provides a loan or guarantee guarantee, or put its property (rights) in provides mortgage (pledge) with its own properties (rights), for the benefits of a third party (except for guarantee or to protect that third party from any loss;
6.2.6.3 Any of mortgage (pledge) provided by Party B for the following alterations ordinary business activities (including, without limitation, relevant project financing and equipment purchase) of Party B occurs: amalgamation (mergeror its Subsidiaries), divisionand any of the above circumstances has material adverse effects on its ability to perform the obligations hereunder;
7.2.6.3 Party B has such circumstances as suspension of business, reorganization, equity liquidation (cooperative) joint venture, transfer of equity (shareholdingwinding-up), transformation into shareholding companytaking over, insolvency, cancellation of its registration (deregistration), revocation or cancellation of its business licence, applying or being applied for bankruptcy or dissolution, or changes in important corporate information, such as corporate name, registered address, place of business, Beneficial Owner, etc., which may affect its normal operation; or changes in the controlling shareholder(s)/actual controller(s) of Party B. For the avoidance of doubt, if Party B intends to change its domicile to Switzerland after the date of this Agreement and Party B applies for the winding-up and/or deregistration in the Cayman Islands and changes of its registered address, Party B shall notify Party A immediately and in advance, and actively cooperate with Party A to take security measures guaranteeing the due repayment/payment of the principal and interest of the loans, advances and other credits hereunder (including the legal opinion of Swiss counsel approved by Party A addressed to Party A and satisfactory to Party A with respect to the legality, compliance, validity and enforceability of this Agreement in relation to the laws of Switzerland ), all the costs incurred shall be borne by Party B (except for the relevant costs which shall be borne by Party A in accordance with the Legal Services Agreement). If Party B fails to actively cooperate with Party A to take security measures guaranteeing the due repayment/payment of the principal and interest of the loans, advances and other credits hereunder, Party A shall have the right to directly take one or more of the default remedies as stipulated in the Article 11 (Events of Default and Handling) of this Agreement;
6.2.6.4 Party B winds up its business, has its business licence revoked or cancelled, has filed or been presented the bankruptcy or dissolution petition and so forth;
6.2.6.5 7.2.6.4 Party B’s controlling shareholder shareholder(s) or other affiliates, or actual controller(s) suffer significant distress in respect of operation or finance, which affects normal operation of Party B, or its legal representatives/principals, directors or key senior officers have been changed or punished/restricted of the personal freedom by the national competent authorities because of illegal, disciplinary and other affiliates suffer great difficulty in business matters or finance which affects its missing for more than 7 days and any one of the above circumstances may affect normal operationoperation of Party B;
6.2.6.6 7.2.6.5 if a connected transaction occurs between Party B concludes material related and its controlling shareholder(s) or other affiliated company or actual controller(s) for an amount reaching 10% or more of Party B's net assets (Party B's notification shall cover at least the connected relationship between the parties to the transaction, the transaction subject and nature of the transaction, the amount or corresponding proportion of the transaction, and the pricing policy (including transactions with its controlling shareholder and other affiliates which affect its normal operationno consideration amount or only a nominal consideration amount);
6.2.6.7 7.2.6.6 Party B is involved in any litigation or arbitration arbitration, or given is subject to any criminal or administrative penalty which punishments that have material adverse effects on its business operation or propertyproperty position;
6.2.6.8 7.2.6.7 Party B or its actual controller(s) commits a large amount of private usury; or has a bad record in other material financial institutions, such as overdue payment or defaulting on interest payments; or Party B's affiliates have a broken internal capital chain and are in debt crisis; or Party B/its Significant Stakeholder(s)/Subsidiaries of Party B are or may be exposed to money laundering, terrorist financing or sanctions compliance risks to Party A; or Party B's projects have been halted or suspended or major investment mistakes have occurred, which may affect its normal operation;
7.2.6.8 Other martial events have happened which are likely to that might materially affect the solvency of Party B.B or its controlling shareholder(s)/actual controller(s).
7.2.7 Party B shall not be slack to manage and recourse its claims for receivables, nor shall dispose of its main existing properties without consideration or in other improper ways.
7.2.8 Party B shall obtain Party A’s prior written consent in case of merger (consolidation), spin-off, restructuring, property ownership (equity) transfer (except for the transfer of shares of listed company), shareholding reform, increase in debt financing and other major events, except for such event (i) which will not have material adverse effects on Party B’s ability to perform its obligations under this Agreement; or (ii) which is related to Party B’s proposed change of its domicile to Switzerland.
2.9 If the receivable is pledged, Party B shall guarantee that the credit balance at any time during the Availability Period shall be less than / % of the balance of the pledged receivables. Otherwise, Party B shall provide additional receivables that are acceptable to Party A for pledge or security deposit (the deposit account number shall be the one automatically generated or recorded by Party A’s system when the deposit is made, the same applies hereinafter), until the balance of the pledged receivable × / % + valid security deposit > credit balance.
Appears in 1 contract
Samples: Facility Agreement (BeiGene, Ltd.)
Rights and Obligations of Party B. 6.1 Party B shall have has the following rightsright:
6.1.1 to To request Party A to make available the Loans provide loans or other facilities under credits within the facility upon line of credit in accordance with the conditions stated requirements stipulated herein;
6.1.2 to utilize To use the facility according to this Agreementline of credit in accordance with the provisions hereof;
6.1.3 to To request Party A to keep confidential the production, operation, finance and accounts and other information provided by Party B in respect of its productionB, operationsexcept as otherwise stipulated by laws, propertyregulations, accounts and so forth confidential, unless or as otherwise required by law.regulatory authorities, or as otherwise provided by the Agreement; and
6.1.4 to To transfer the debts debt to a third party after obtaining the written consent from of Party A.
6.2 Party B shall undertake the following obligations:
6.2.1 to honestly provide such documents and materials as Party A requires and the names of the banks with which Party B maintains shall provide the documents, as required by Party A, (including but not limited to its authentic quarterly financial report; annual financial report, major decisions and changes in the aspect of its production, operation and management, information about withdrawal and fund using, and collateral related information during the periods designated by Party A), and information about all the opening banks, accounts, the account numbers deposit and the balances of its deposits and loansloan balances. Besides, and to give cooperation in the Party B shall coordinate with Party A’s investigation, review and examination conducted check;
6.2.2 Party B shall accept the supervision by Party A in relation to its use of credit funds and production, operation and finance activities;
6.2.3 Party B shall use loans and/or other lines of credit in accordance with the arrangements under the Agreement and each concrete business document and/or usage commitments;
6.2.4 Party B shall repay principal, interest, and expenses of the loan, advance and other credit debt in full and on time in accordance with the Agreement and each concrete business document;
6.2.5 Transfer all or part of the debts hereunder to a third party after obtaining the written consent of Party A;
6.2.2 6.2.6 In any one of the following circumstances, Party B shall promptly inform, and actively cooperate with Party A to accept Party A’s supervision implement security measures for safe repayment of its utilization of credit facilities loans, advances and relevant production, operation and financial activities of Party B;
6.2.3 to apply the Loans and/or other facilities for the purposes prescribed in the respective certificates of indebtedness and the respective specific contracts;
6.2.4 to pay in full the principal and interest of other credit debts as well as all related expenses under the Loans and/or advances on time as agreed in this Agreement, the respective certificates of indebtedness and the respective specific contracts;
6.2.5 to obtain written consent from Party A before transferring the debts hereunder, in whole or in part, to a third party;
6.2.6 to forthwith notify Party A of the occurrence of any of the following events and cooperate with Party A in carrying out measures for securing due payment of the principal and interest of the Loans and other facilities and all other relevant expenses hereunder:
6.2.6.1 Party B suffers grave encounters a major financial loss, asset loss loss, or other financial distresscrises;
6.2.6.2 Party B offers a provides any third party with loan or guarantee surety bond, or put its property (rights) in mortgage (pledge) guarantee with its own property (right), for the benefits of a third party or to protect that third party from any loss;
6.2.6.3 Any of the following alterations of Party B occurs: amalgamation (merger), division, reorganization, equity (cooperative) joint venture, transfer of equity (shareholding), transformation into shareholding company;
6.2.6.4 Party B winds up suspends its business, has its business licence license revoked or cancelledcanceled, has files for or is filed or been presented the bankruptcy or dissolution petition and so forthfor bankruptcy, dissolution, etc.;
6.2.6.5 6.2.6.4 A major crisis occurring in the operation or finance of Party B’s controlling shareholder and shareholder, its other affiliates suffer great difficulty affiliated companies, or actual controller, or a personnel change in business legal representative/principals, directors or finance which affects its normal operation;
6.2.6.6 important senior management, or Party B concludes material related transactions with B, its controlling shareholder and other affiliates shareholder, actual controller or senior management of its affiliated companies being punished by the competent authorities of the State/their personal freedom being restricted/being imposed of coercive measures, or missing for over 7 days, which may affect its normal operation;
6.2.6.7 6.2.6.5 Party B is involved in incurs any litigation or litigation, arbitration or given any criminal or administrative penalty penalties, which have material adverse effects consequences on its business operations or propertyproperty status of Party B;
6.2.6.8 6.2.6.6 Party B has changes in important enterprise information, such as the company name, registered address, place of business, and beneficial owners;
6.2.6.7 Party B or its actual controller is engaged in a large amount of private usury; or has adverse records such as borrowing new debts to repay old ones, overdue records, debit interest in other material events have happened which are likely financial institutions; or is involved in a debt crisis due to affect the solvency internal capital chain rupture of Party B.B’s affiliated enterprise; or Party B’s project is suspended, delayed or encounters a major investment failure.
6.2.6.8 Party B encounters other significant matters that might affect its solvency.
6.2.7 Party B shall not slacken off management and recourse to its due creditor’s rights, or dispose of any existing main property for free or in any other inappropriate manner.
6.2.8 Party A’s consent is necessary for Party B’s major matters such as merging (consolidation), separation, reorganization, joint venture (cooperation), transfer of property (share) rights, shareholding reform, investment in a foreign country, increased debt financing.
6.2.9 Party B shall do the following checked affairs as required by Party A (please tick “Ö” in the applicable ☐): ☐ Insure its core assets and designate Party A as the first in line beneficiary; ☐ Not sell or mortgage the / assets designated by Party A prior to the settlement of credit debts; ☐ Impose the following restrictions on dividends distributed to its shareholders as required by Party A prior to the settlement of credit debts: / ☐ Other: /
6.2.10 Where the accounts receivable is pledged dynamically, Party B shall guarantee that the undrawn credit granting amount, at any time during the credit period, shall be less than 80% of the amount of pledged accounts receivable. If the undrawn amount is higher than the point, Party B is required to have new accounts receivable pledged to the satisfaction of Party A or have additional amount deposited into the margin account until the amount of pledged accounts receivable × 80% + effective margin > the undrawn credit granting amount.
6.2.11 Provided that Party B has pledged the margin deposit, if the balance of the margin account is less than / of the amount of specific business due to exchange rate fluctuations, Party B is obliged to increase the corresponding amount of deposit or provide other guarantees in accordance with Party A’s request.
6.2.12 The payment for sales under import account shall be recovered from the account designated by Party A. For export negotiation, the bills and/or invoices under L/C shall be transferred to Party A.
6.2.13 Party B shall guarantee that any settlement, payment and other balancing transactions will be accounted in its bank settlement account opened with Party A. The amount of settlement transactions of Party B in the designated account during the credit period shall not be less than the proportion of Party B’s financing amount with Party A to its total financing amount with all the banks.
Appears in 1 contract
Rights and Obligations of Party B. 6.1 Party B shall have enjoys the following rights:
6.1.1 The right to request Party A to make available the Loans provide loans or other facilities credit within the credit limit under the facility upon the conditions stated hereinstipulated in this agreement;
6.1.2 The right to utilize use the facility according to credit limit as stipulated in this Agreementagreement;
6.1.3 The right to request Party A to keep the confidential information provided by regarding Party B in respect of its B’s production, operationsoperation, property, accounts and so forth confidentialaccounts, etc., unless otherwise required by law.specified in this agreement;
6.1.4 The right to transfer the debts to a third party after obtaining parties with written consent from Party A.
6.2 Party B shall undertake assumes the following obligations:
6.2.1 to honestly To truthfully provide such the documents and materials as required by Party A requires (including but not limited to providing true financial accounts/reports and the names of the banks with which annual financial reports as required by Party B maintains its A, major decisions and changes in production, operation, management, withdrawal/use materials, materials related to collateral, etc.), and information regarding all bank accounts, the account numbers numbers, and the balances of its deposits deposit and loansloan balances, and to give cooperation in the investigation, review and examination conducted by cooperate with Party A’s investigations, reviews, and inspections;
6.2.2 to To accept Party A’s supervision of over its utilization use of credit facilities funds and relevant related production, operation operational, and financial activities of Party Bactivities;
6.2.3 to apply To use the Loans loans and/or other facilities credits in accordance with the agreements in this agreement and each specific business document and/or for the purposes prescribed in the respective certificates of indebtedness and the respective specific contractspromised purposes;
6.2.4 to pay To repay the principal, interest, and fees of the loan, advances, and other credit debts on time and in full the principal and interest of the Loans and/or advances on time as agreed stipulated in this Agreement, the respective certificates of indebtedness agreement and the respective each specific contractsbusiness document;
6.2.5 to To obtain written consent from Party A before transferring for any transfer of all or part of the debts hereunder, in whole or in part, under this agreement to a third partyparties;
6.2.6 to forthwith notify If Party A of the occurrence of B experiences any of the following events situations, it must immediately notify Party A and actively cooperate with Party A in carrying out measures for securing due payment to ensure the safe repayment of the principal principal, interest, and interest of the Loans all related fees for loans, advances, and other facilities and all other relevant expenses hereundercredit debts under this agreement:
6.2.6.1 Party B suffers grave Significant financial losslosses, asset loss losses, or other financial distresscrises occur;
6.2.6.2 Party B offers a loan Loans are provided or guarantee guarantees are offered for the benefit of third parties or put to protect third parties from losses, or collateral is provided using its own property (rights) in mortgage (pledge), for the benefits of a third party or to protect that third party from any loss;
6.2.6.3 Any Suspension of business operations, revocation or cancellation of business licenses, application for or being subject to bankruptcy, dissolution, or changes in important corporate information such as company name, registered address, business location, or beneficial ownership; or changes in the controlling shareholder or actual controller of the following alterations of Party B occurs: amalgamation (merger), division, reorganization, equity (cooperative) joint venture, transfer of equity (shareholding), transformation into shareholding companyborrower;
6.2.6.4 Party B winds up Significant crises occur in the operations or finances of its businesscontrolling shareholder, has its business licence revoked other affiliated companies, or cancelledactual controllers that impact normal operations, has filed or been presented changes occur among legal representatives, key personnel, directors, or important senior management, or if the bankruptcy legal representative is punished/limited in personal freedom by competent authorities due to illegal or dissolution petition and so forthdisciplinary matters or goes missing for more than 7 days, which may impact normal operations;
6.2.6.5 Party B’s controlling shareholder and other affiliates suffer great difficulty in business or finance which affects its normal operation;
6.2.6.6 Party B concludes material related Related transactions with its controlling shareholder shareholders, other affiliated companies, or actual controllers reach 10% or more of Party B’s net assets (Party B’s notification should cover at least the related party relationships, transaction projects and other affiliates which affect nature, transaction amounts or corresponding proportions, pricing policies (including transactions with no amounts or only symbolic amounts), etc.);
6.2.6.6 Any litigation, arbitration, or criminal or administrative penalties that have significant adverse effects on its normal operationoperations or financial status occur;
6.2.6.7 Party B is involved or its actual controller engages in any litigation significant high-interest private lending; or arbitration has bad records such as rollover loans, overdue payments, or given any criminal interest arrears with other financial institutions; or administrative penalty which have material adverse effects on if Party B’s affiliated enterprises experience internal cash flow disruptions, resulting in a debt crisis; or if Party B, its business important stakeholders, or propertysubsidiaries are at risk of money laundering, terrorist financing, or sanctions violations, or if major investment mistakes occur that cause project suspensions or delays;
6.2.6.8 other material events have happened which are likely to Other significant matters that may affect the solvency debt repayment ability of Party B.B and/or its controlling shareholder or actual controller occur.
6.2.7 Not to neglect the management and recovery of its overdue debts or dispose of existing major assets in an unpaid or inappropriate manner;
6.2.8 Before conducting significant matters such as mergers, splits, restructurings, joint ventures, capital transfers, shareholding reform, external investments, or increasing debt financing, Party B must first obtain written consent from Party A;
6.2.9 In the case of accounts receivable pledges, Party B guarantees that at any point during the credit period, the credit balance will be less than 70% of the pledged accounts receivable balance; otherwise, Party B must provide new accounts receivable recognized by Party A for pledge or deposit a margin (the margin account will be automatically generated or recorded by Party A’s system upon margin deposit, the same applies hereafter), until the pledged accounts receivable balance × 70% + effective margin > credit balance;
6.2.10 In the case where Party B (or another third party) provides margins, certificates of deposit, notes, etc., if the value of the pledged collateral falls below 105% of the specific business amount due to exchange rate fluctuations, Party B is obliged to provide an additional margin as required by Party A. If the currency of the credit limit is inconsistent with that of the specific business, before the specific business is settled, if the specific business amount, converted into the credit limit currency based on the latest exchange rate published by Party A, exceeds the amount converted at the time of the actual occurrence of that business, Party B is obliged to provide additional margin or other guarantee conditions as required by Party A.
6.2.11 Guarantee that the sales proceeds from imports are returned to the account designated by Party A; in the case of export negotiation, transfer the bills and/or documents under the letter of credit to Party A;
6.2.12 Party B guarantees that settlement, payment, and other income and expenditure activities will primarily take place in the bank settlement account opened with Party A, and during the credit period, the proportion of settlement transactions in the designated account must be no less than the proportion of Party B’s financing amount with Party A relative to its total financing amount with all banks.
Appears in 1 contract
Samples: Credit Agreement (MaxsMaking Inc.)
Rights and Obligations of Party B. 6.1 Party B shall have is entitled to the following rights:
6.1.1 to request To require Party A to make available the Loans grant loans or other facilities under facility within the facility upon limit in accordance with the conditions stated specified herein;
6.1.2 to utilize To use the facility according in accordance to the provisions of this Agreement;
6.1.3 to request To require Party A to keep the confidential information provided by Party B in respect of its about production, operationsoperation, property, accounts accounts, etc. except that otherwise provided by laws and so forth confidential, unless otherwise regulations or required by law.regulators;
6.1.4 to To transfer the its debts to a the third party after obtaining subject to consent from Party A.
6.2 Party B shall undertake assume the following obligations:
6.2.1 to honestly To provide such documents authentic documentary information required by Party A, including but not limited to, provide its authentic financial statements and materials annual reports, major decisions and changes on production, operation and management, on a regular basis as required by Party A requires and A, as well as the names of the banks with which Party B maintains information about all its accountsaccount banks, the bank account numbers and the balances of its deposits credit and loansdebit balances, and to give cooperation cooperate in the investigationinvestigations, review examinations and examination inspections conducted by Party A;
6.2.2 To subject itself to accept the supervision by Party A’s supervision A of its utilization use of credit facilities the loan capital and relevant related production, operation operational and financial activities of Party Bactivities;
6.2.3 to apply the Loans To use loans and/or other facilities for the purposes prescribed in the respective certificates of indebtedness accordance with this Agreement and the respective each specific contractscontract and/or promised purposes;
6.2.4 to pay in full To repay the principal and interest of the Loans and/or loans, advances on and facility debts in due time as agreed and in full amount in accordance with this Agreement, the respective certificates of indebtedness Agreement and the respective each specific contractscontract;
6.2.5 to To obtain written consent from Party A before transferring all or part of its debts under this Agreement to the debts hereunder, in whole or in part, to a third party;
6.2.6 to forthwith To notify Party A of the occurrence of any of the following events without delay and cooperate with Party A in carrying out measures implementing the safeguards for securing due payment the repayment of the principal and interest of the Loans loans, advances and other facilities and credit debts as well as all other relevant expenses hereunder:fees under this Agreement if the following circumstance applies to Party B;
6.2.6.1 Party B suffers grave occurrence of major financial loss, asset loss or other financial distresscrisis;
6.2.6.2 Party B offers a loan Granting loans or guarantee providing guarantees/warranties to the third party, or put mortgaging (pledging) its property own assets (rights) in mortgage (pledge), for the benefits of a third party or to protect that third party from any lossas security;
6.2.6.3 Any Occurrence of the following alterations of Party B occurs: amalgamation changes such as merger (mergeracquisition), divisionsplit, reorganization, equity joint venture (cooperative) joint venturecollaboration), transfer of equity title (shareholdingequity), transformation into shareholding company;reform, etc.
6.2.6.4 Party B winds up its Occurrence of discontinuance of business, has its business licence revoked license revocation or cancelledderegistration, has filed bankruptcy application or been presented the bankruptcy or dissolution petition and so forthbeing applied for dissolution, etc.;
6.2.6.5 Party B’s Its operation is affected as the result of significant crisis in the operation or finance of its controlling shareholder and other affiliates suffer great difficulty in business or finance which affects its normal operationaffiliates;
6.2.6.6 Party B concludes material Its operation is affected as the result of major related transactions with its controlling shareholder and other affiliates which affect its normal operationaffiliates;
6.2.6.7 Party B is involved in Occurrence of any litigation lawsuit, arbitration, or arbitration or given any criminal or administrative penalty which have material adverse effects on sanctions that lead to significant negative consequences to its business operation or propertyproperty conditions;
6.2.6.8 Occurrence of other material significant events have happened which are likely that may influence its solvency.
6.2.7 Not to affect the solvency be indolent in managing and recovering its due claim ,or dispose of Party B.its existing major assets for nothing and in other inappropriate ways.
Appears in 1 contract
Samples: Banking Facility Agreement (Nam Tai Electronics Inc)
Rights and Obligations of Party B. 6.1 Party B shall have is entitled to the following rights:
6.1.1 Party B has the right to request Party A to make available the Loans provide loans or other facilities under credits within the facility upon credit line in accordance with the terms and conditions stated hereinof this agreement;
6.1.2 Party B has the right to utilize use the facility according to credit line as agreed in this Agreementagreement;
6.1.3 Party B has the right to request Party A to keep confidential the information of production, operation, property and accounts provided by Party B in respect of its production, operations, property, accounts and so forth confidentialB, unless stipulated otherwise by laws and regulations or required otherwise by law.the regulatory bodies;
6.1.4 Party B has the right to transfer the debts debt to a third party after obtaining consent from upon the approval of Party A.
6.2 Party B shall undertake assumes the following obligations:
6.2.1 to honestly Party B shall truthfully provide such the documents and materials as requested by Party A requires (including but not limited to faithful financial statements, annual financial reports, major decisions and changes on production, operation and management according to the frequency requested by Party A) and the names of the banks with which information about Party B maintains its accountsB’s bank, the account numbers number and the balances of its deposits and loansloans to Party A, and to give cooperation shall cooperate in the investigation, inspection, and review and examination conducted by of Party A;
6.2.2 Party B shall be subject to accept Party A’s the supervision of its utilization Party A in respect of the use of credit facilities fund, and relevant related production, operation and financial activities of Party Bactivities;
6.2.3 to apply Party B shall use the Loans loans and/or other facilities for credits in accordance with the purposes prescribed purpose designated and/or committed in the respective certificates of indebtedness this agreement and the respective specific any other individual contracts;
6.2.4 to pay in full Party B shall repay the principal principals and interest of the Loans and/or loans, advances and other credits on time as agreed and in full in accordance with the terms and conditions of this Agreement, the respective certificates of indebtedness agreement and the respective specific any other individual contracts;
6.2.5 to obtain written consent from Party A before transferring B can only transfers part or whole of the debts hereunder, in whole or in part, under this agreement to a third party, under the written approval of Party A;
6.2.6 to forthwith Party B shall notify Party A of the occurrence of any of immediately when the following events conditions occur, and cooperate with Party A in carrying out implementing the repayment-ensuring measures for securing due payment of in relation to the principal and interest of the Loans loans, advances, and other facilities credits with both principals and interest, as well as all other relevant expenses hereunderaccompanied expenses:
6.2.6.1 Party B suffers grave Significant financial loss, asset assets loss or other financial distresscrisis occurs to Party B;
6.2.6.2 Party B offers a loan provides loans or guarantee or put its property (rights) in mortgage (pledge), for the benefits of warranties to a third party party, or to protect that third party from any losscollateralize its own property or rights for mortgage or pledge;
6.2.6.3 Any Matters of the following alterations of change occur to Party B occurs: amalgamation B, such as merger (mergeracquisition), divisiondemergers, reorganization, equity joint venture (cooperative) joint venturecooperation), transfer of equity ownership of assets (shareholdingstock), transformation into shareholding companyjoint-stock reform and so on;
6.2.6.4 Party B winds up its business, has its business licence revoked or cancelled, has filed or been presented the bankruptcy or dissolution petition and so forth;
6.2.6.5 Following situations occur to Party B’s controlling shareholder and other affiliates suffer great difficulty in , closure, business license withdrawal or finance which affects its normal operation;
6.2.6.6 Party B concludes material related transactions with its controlling shareholder and other affiliates which affect its normal operation;
6.2.6.7 Party B is involved in any litigation deregistration, applying for or arbitration or given any criminal or administrative penalty which have material adverse effects on its business or property;
6.2.6.8 other material events have happened which are likely to affect the solvency of Party B.being applied for bankruptcy, dissolution 6.
Appears in 1 contract
Rights and Obligations of Party B. 6.1 Party B shall have is entitled to the following rights:
6.1.1 to request To require Party A to make available the Loans grant loans or other facilities under facility within the facility upon limit in accordance with the conditions stated specified herein;
6.1.2 to utilize To use the facility according in accordance to the provisions of this Agreement;
6.1.3 to request To require Party A to keep the confidential information provided by Party B in respect of its about production, operationsoperation, property, accounts accounts, etc. except that otherwise provided by laws and so forth confidential, unless otherwise regulations or required by law.regulators;
6.1.4 to To transfer the its debts to a the third party after obtaining subject to consent from Party A.
6.2 Party B shall undertake assume the following obligations:
6.2.1 to honestly To provide such documents authentic documentary information required by Party A, including but not limited to, provide its authentic financial statements and materials annual reports, major decisions and changes on production, operation and management, on a regular basis as required by Party A requires and A, as well as the names of the banks with which Party B maintains information about all its accountsaccount banks, the bank account numbers and the balances of its deposits credit and loansdebit balances, and to give cooperation cooperate in the investigationinvestigations, review examinations and examination inspections conducted by Party A;
6.2.2 To subject itself to accept the supervision by Party A’s supervision A of its utilization use of credit facilities the loan capital and relevant related production, operation operational and financial activities of Party Bactivities;
6.2.3 to apply the Loans To use loans and/or other facilities for the purposes prescribed in the respective certificates of indebtedness accordance with this Agreement and the respective each specific contractscontract and/or promised purposes;
6.2.4 to pay in full To repay the principal and interest of the Loans and/or loans, advances on and facility debts in due time as agreed and in full amount in accordance with this Agreement, the respective certificates of indebtedness Agreement and the respective each specific contractscontract;
6.2.5 to To obtain written consent from Party A before transferring all or part of its debts under this Agreement to the debts hereunder, in whole or in part, to a third party;
6.2.6 to forthwith To notify Party A of the occurrence of any of the following events without delay and cooperate with Party A in carrying out measures implementing the safeguards for securing due payment the repayment of the principal and interest of the Loans loans, advances and other facilities and credit debts as well as all other relevant expenses hereunder:fees under this Agreement if the following circumstance applies to Party B;
6.2.6.1 Party B suffers grave Occurrence of major financial loss, asset loss or other financial distresscrisis;
6.2.6.2 Party B offers a loan Granting loans or guarantee providing guarantees/warranties to the third party, or put mortgaging (pledging) its property own assets (rights) in mortgage (pledge), for the benefits of a third party or to protect that third party from any lossas security;
6.2.6.3 Any Occurrence of the following alterations of Party B occurs: amalgamation changes such as merger (mergeracquisition), divisionsplit, reorganization, equity joint venture (cooperative) joint venturecollaboration), transfer of equity title (shareholdingequity), transformation into shareholding company;reform, etc.
6.2.6.4 Party B winds up its Occurrence of discontinuance of business, has its business licence revoked license revocation or cancelledderegistration, has filed bankruptcy application or been presented the bankruptcy or dissolution petition and so forthbeing applied for dissolution, etc.;
6.2.6.5 Party B’s Its operation is affected as the result of significant crisis in the operation or finance of its controlling shareholder and other affiliates suffer great difficulty in business or finance which affects its normal operationaffiliates;
6.2.6.6 Party B concludes material Its operation is affected as the result of major related transactions with its controlling shareholder and other affiliates which affect its normal operationaffiliates;
6.2.6.7 Party B is involved in Occurrence of any litigation lawsuit, arbitration, or arbitration or given any criminal or administrative penalty which have material adverse effects on sanctions that lead to significant negative consequences to its business operation or propertyproperty conditions;
6.2.6.8 Occurrence of other material significant events have happened which are likely that may influence its solvency .
6.2.7 Not to affect the solvency be indolent in managing and recovering its due claim , or dispose of Party B.its existing major assets for nothing and in other inappropriate ways.
Appears in 1 contract
Samples: Banking Facility Agreement (Nam Tai Electronics Inc)
