Term of Loan. 2.1 The term of loan is ten (10) years since the actual withdrawal date of the Borrower. The term hereunder shall be automatically extended by ten years unless the Lender makes the contrary expression in writing with three months prior to the expiry of the Agreement. 2.2 The Borrower hereby agrees and warrants that the loan provided by the Lender shall be used solely for the equity transfer. The Borrower shall not transfer or mortgage its equity hereunder to any third party without the prior written consent of the Lender. 2.3 The Lender and the Borrower unanimously agree and confirm that the Borrower shall not prepay the loan unless requested by the Lender or the Agreement expires. All Borrowers shall repay the loan in the following way and amount: the Borrower shall repay the loan with funds obtained from its equity of Chongqing Rui Zhihe by transferring the funds to the Lender or any other third party designated by the Lender. If the funds obtained from transferring the equity of Chongqing Rui Zhihe shall be subject to provisions on taxes or administrative expenses, the Borrower shall be solely obliged to repay the Lender the net amount of such funds (after deducting any applicable taxes or expenses). All outstanding loan hereunder shall be deemed as being repaid if all equities of Chongqing Rui Zhihe held by the Borrower has been transferred in accordance with above provisions and the Borrower has repaid the Lender all funds obtained from the transfer. 2.4 The Lender and the Borrower agree and confirm that each Borrower shall immediately repay the loan in advance under the following circumstances: 2.4.1 The Borrower dies or has no or limited capacity for civil conduct; 2.4.2 The Borrower constitutes a crime or engages in a criminal activity; 2.4.3 There is any legal restriction or any adverse effect on the business operation of Chongqing Rui Zhihe under laws of the PRC; or 2.4.4 The Lender requests the Borrower to repay the loan by notifying the Borrower in writing.
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Term of Loan. 2.1 The Loan term of loan is ten shall be thirty-six (1036) years since months from the actual withdrawal date of the Borrowerinitial funding of the Loan; such date of initial funding of the Loan (the "Closing") shall occur no later than May 31, 2002 (the "Expiration Date"). The term hereunder shall be automatically extended by ten years unless the Lender makes the contrary expression in writing with three months prior Loan Commitment Fee. Borrower has already paid to the expiry of the Agreement.
2.2 The Borrower hereby agrees and warrants that the loan provided Bank $25,000.00 as a deposit to be used by the Lender shall be used solely for the equity transfer. The Borrower shall not transfer or mortgage Bank to pay its equity hereunder to any third party without the prior written consent of the Lender.
2.3 The Lender and the Borrower unanimously agree and confirm that the Borrower shall not prepay the loan unless requested by the Lender or the Agreement expires. All Borrowers shall repay the loan in the following way and amount: the Borrower shall repay the loan with funds obtained from its equity of Chongqing Rui Zhihe by transferring the funds out-of-pocket costs (e.g., legal fees) related to the Lender or any other third party designated by the Lender. If the funds obtained from transferring the equity of Chongqing Rui Zhihe shall be subject to provisions on taxes or administrative expensesLoan, the Borrower shall be solely obliged to repay the Lender the net amount of such funds (after deducting any applicable taxes or expenses). All outstanding loan hereunder shall be deemed as being repaid if all equities of Chongqing Rui Zhihe held by the Borrower has been transferred in accordance with above provisions and the Borrower has repaid also already paid to the Lender Bank a Loan commitment fee of $280,000.00 (the "Loan Commitment Fee") as consideration for issuance of this Commitment Letter and to cover the Bank taking appropriate action to insure that all funds obtained from the transfer.
2.4 The Lender and the Borrower agree and confirm that each Borrower shall immediately repay the loan in advance under the following circumstances:
2.4.1 The Borrower dies or has no or limited capacity for civil conduct;
2.4.2 The Borrower constitutes a crime or engages in a criminal activity;
2.4.3 There is any legal restriction or any adverse effect on the business operation of Chongqing Rui Zhihe under laws of the PRC; or
2.4.4 funds that the Bank would be required to advance pursuant to the terms of this Commitment Letter are available to Borrower when it requests the same, subject to the terms and conditions hereof. One-half of the Loan Commitment Fee is earned by the Bank's issuance of this Commitment Letter and is non-refundable except if the Loan is not closed due solely to the default of the Bank as provided hereafter. The Lender requests balance of the Loan Commitment Fee is earned and will be retained by the Bank unless the Loan is not closed due solely to the Bank's failure to reasonably approve materials submitted by the Borrower to repay the loan by notifying Bank as provided hereafter if the Borrower has reasonably performed its obligations hereunder and has endeavored in writinggood faith to satisfy the conditions to the closing of the Loan specified herein. Notwithstanding anything herein to the contrary, if the Bank defaults in its obligations hereunder the Loan Commitment Fee shall be refunded to the Borrower. Except as provided in the preceding sentence, the Loan Commitment Fee is irrevocably earned by the Bank upon your acceptance of this Commitment Letter, and failure to timely pay such Loan Commitment Fee shall entitle the Bank, at its option, to terminate this Commitment Letter, whereupon the Bank shall have no further obligations, liabilities or duties hereunder.
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Term of Loan. 2.1 The term of loan is ten (10) years since the actual withdrawal date of the Borrower. The term hereunder shall be automatically extended by ten years unless the Lender makes the contrary expression in writing with three months prior to the expiry of the Agreement.
2.2 The Borrower hereby agrees and warrants that the loan provided by the Lender shall be used solely for the equity transfer. The Borrower shall not transfer or mortgage its equity hereunder to any third party without the prior written consent of the Lender.
2.3 The Lender and the Borrower unanimously agree and confirm that the Borrower shall not prepay the loan unless requested by the Lender or the Agreement expires. All Borrowers shall repay the loan in the following way and amount: the Borrower shall repay the loan with funds obtained from its equity of Chongqing Rui Zhihe Dongguan Herui by transferring the funds to the Lender or any other third party designated by the Lender. If the funds obtained from transferring the equity of Chongqing Rui Zhihe Dongguan Herui shall be subject to provisions on taxes or administrative expenses, the Borrower shall be solely obliged to repay the Lender the net amount of such funds (after deducting any applicable taxes or expenses). All outstanding loan hereunder shall be deemed as being repaid if all equities of Chongqing Rui Zhihe Dongguan Herui held by the Borrower has been transferred in accordance with above provisions and the Borrower has repaid the Lender all funds obtained from the transfer.
2.4 The Lender and the Borrower agree and confirm that each Borrower shall immediately repay the loan in advance under the following circumstances:
2.4.1 The Borrower dies or has no or limited capacity for civil conduct;
2.4.2 The Borrower constitutes a crime or engages in a criminal activity;
2.4.3 There is any legal restriction or any adverse effect on the business operation of Chongqing Rui Zhihe Dongguan Herui under laws of the PRC; or
2.4.4 The Lender requests the Borrower to repay the loan by notifying the Borrower in writing.
Appears in 1 contract
Term of Loan. 2.1 3.1 The term of loan the Loan under this Agreement shall expire on the date when The9 Computer requests the Borrowers to repay the Loan in accordance with Article 3.2 of this Agreement. However, the maximum term shall not exceed the business term of The9 Computer (including the business term as extended from time to time) or the business term of the Company (including the business term as extended from time to time), whichever is ten earlier (10hereinafter “Loan Term”). Upon expiry of the Loan Term, the Borrowers shall repay all outstanding amounts under the Loan (hereinafter “Amounts”) years since in a lump sum on the actual withdrawal expiry date of the BorrowerTerm. The term hereunder shall Upon execution hereof, The9 Computer shall, at any time within the Term and in its absolute discretion, be automatically extended by ten years unless the Lender makes the contrary expression in writing with three months prior entitled to deliver to the expiry Borrowers or any of the Borrowers a repayment notice as set forth in Article 4.1 of this Agreement, requesting the Borrowers to repay all or part of their respective Amounts under this Agreement.
2.2 The 3.2 Any Borrower hereby agrees and warrants that required to make repayment shall repay the loan provided relevant Amounts in cash, or in any other forms as decided by the Lender board of directors of The9 Computer by way of resolution duly passed by it. If the repayment is made in cash, the Borrowers shall be used solely credit the entire Amounts required by The9 Computer for repayment to the bank account designated by The9 Computer within five (5) business days upon the receipt of a repayment notice as set forth in Article 4.1 of this Agreement.
3.3 If The9 Computer serves the repayment notice as set forth in Article 4.1 of this Agreement to the Borrowers, it shall, without violating any applicable laws and regulations, have the right to acquire on its own or designate any third party to acquire all of the equity transfer. interests owned by the Borrowers in the Company at the transfer price that is equivalent to the Amounts at the time when such notice is given.
3.4 The9 Computer shall, in its absolute discretion, also have the right to demand to offset its creditor’s right to the Borrowers under this Agreement against all or part of the transfer price required to be paid by it to the Borrowers in connection with its exercise of the relevant call option (hereinafter “Call Option”) when it exercises the Call Option in accordance with the provisions of the Exclusive Call Option Agreement entered into between The9 Computer and the Borrowers on November 24, 2011 (hereinafter “Option Agreement”).
3.5 The Borrower shall not transfer or mortgage its equity hereunder to any third party without be jointly liable for the prior written consent of the Lender.
2.3 The Lender and the Borrower unanimously agree and confirm that the Borrower shall not prepay the loan unless requested repayment by the Lender or the Agreement expires. All Borrowers shall repay the loan in the following way and amount: the other Borrower shall repay the loan with funds obtained from its equity of Chongqing Rui Zhihe by transferring the funds to the Lender or any other third party designated by the Lender. If the funds obtained from transferring the equity of Chongqing Rui Zhihe shall be subject to provisions on taxes or administrative expenses, the Borrower shall be solely obliged to repay the Lender the net amount of such funds (after deducting any applicable taxes or expenses). All outstanding loan hereunder shall be deemed as being repaid if all equities of Chongqing Rui Zhihe held by the Borrower has been transferred in accordance with above provisions and the Borrower has repaid the Lender all funds obtained from the transferhis Loan under this Agreement.
2.4 The Lender and the Borrower agree and confirm that each Borrower shall immediately repay the loan in advance under the following circumstances:
2.4.1 The Borrower dies or has no or limited capacity for civil conduct;
2.4.2 The Borrower constitutes a crime or engages in a criminal activity;
2.4.3 There is any legal restriction or any adverse effect on the business operation of Chongqing Rui Zhihe under laws of the PRC; or
2.4.4 The Lender requests the Borrower to repay the loan by notifying the Borrower in writing.
Appears in 1 contract
Samples: Loan Agreement (The9 LTD)
Term of Loan. 2.1 The Term Loan shall be for a term commencing on the Term Closing Date and terminating on the Term Maturity Date. Section 2.04. The Term Note, Interest Rate and Repayment.
a. The Term Loan shall be further evidenced by the Term Note payable to the order of loan is ten Term Lender. Accrued interest shall be paid quarterly on the applicable Reduction Date of each and every Fiscal Quarter as set forth on the Loan Reduction Schedule. Principal shall be reduced quarterly on each applicable Reduction Date in the amounts set forth on the Loan Reduction Schedule, Schedule 2.04, affixed hereto and attached to the Term Note. Term Lender shall record manually or electronically the amount of each repayment of interest and/or principal made thereunder by Borrower and the entry of such records shall be conclusive absent manifest or demonstrable error; provided, however, the failure to make such a record or notation with respect to any repayment thereof, or an error in making such a record or notation, shall not limit or otherwise affect the obligations of Borrower hereunder or under the Term Note.
b. Interest shall accrue on the entire outstanding principal balance at a rate per annum equal to the LIBO Rate plus the Applicable Margin.
c. The applicable LIBO Rate shall be determined by Term Lender on the Term Closing Date and on the applicable Reduction Date of each Fiscal Quarter, and notice thereof shall be given promptly to Borrower. Each determination of the applicable LIBO Rate shall be conclusive and binding upon the Borrower, in the absence of manifest or demonstrable error. The Term Lender shall, upon written request of Borrower deliver to Borrower a statement showing the computations used by the Term Lender in determining the LIBO Rate hereunder.
d. Concurrently with the delivery of each Pricing Certificate to Agent Bank as provided in Section 5.08(c) of the Credit Agreement, and in any event within forty-five (1045) years since days after the end of each Fiscal Quarter (including the fourth (4th) Fiscal Quarter in each Fiscal Year), Borrower shall deliver a properly completed and duly executed Pricing Certificate to Term Lender setting forth the calculations for the determination of the Applicable Margin as of such Fiscal Quarter end. The Applicable Margin so determined shall be the Applicable Margin to be added to the applicable LIBO Rate hereunder as of the next occurring Reduction Date and shall continue until the next determination of the applicable LIBO Rate hereunder.
e. Computation of interest with reference to the LIBO Rate shall be calculated on the basis of a year of three hundred sixty (360) days and the actual withdrawal date number of the Borrower. The term hereunder shall be automatically extended by ten years unless the Lender makes the contrary expression in writing with three months prior to the expiry of the Agreementdays elapsed.
2.2 The Borrower hereby agrees and warrants that the loan provided by the Lender shall be used solely for the equity transfer. The Borrower shall not transfer or mortgage its equity hereunder to any third party without the prior written consent of the Lender.
2.3 The Lender and the Borrower unanimously agree and confirm that the Borrower shall not prepay the loan unless requested by the Lender or the Agreement expires. All Borrowers shall repay the loan in the following way and amount: the Borrower shall repay the loan with funds obtained from its equity of Chongqing Rui Zhihe by transferring the funds to the Lender or any other third party designated by the Lender. If the funds obtained from transferring the equity of Chongqing Rui Zhihe shall be subject to provisions on taxes or administrative expenses, the Borrower shall be solely obliged to repay the Lender the net amount of such funds (after deducting any applicable taxes or expenses). All outstanding loan hereunder shall be deemed as being repaid if all equities of Chongqing Rui Zhihe held by the Borrower has been transferred in accordance with above provisions and the Borrower has repaid the Lender all funds obtained from the transfer.
2.4 The Lender and the Borrower agree and confirm that each Borrower shall immediately repay the loan in advance under the following circumstances:
2.4.1 The Borrower dies or has no or limited capacity for civil conduct;
2.4.2 The Borrower constitutes a crime or engages in a criminal activity;
2.4.3 There is any legal restriction or any adverse effect on the business operation of Chongqing Rui Zhihe under laws of the PRC; or
2.4.4 The Lender requests the Borrower to repay the loan by notifying the Borrower in writing.
Appears in 1 contract
Term of Loan. 2.1 3.1 The term of loan the Loan under this Agreement shall expire on the date when The9 Computer requests the Borrowers to repay the Loan in accordance with Article 3.2 of this Agreement. However, the maximum term shall not exceed the business term of The9 Computer (including the business term as extended from time to time) or the business term of the Company (including the business term as extended from time to time), whichever is ten earlier (10hereinafter “Loan Term”). Upon expiry of the Loan Term, the Borrowers shall repay all outstanding amounts under the Loan (hereinafter “Amounts”) years since in a lump sum on the actual withdrawal expiry date of the BorrowerTerm. The term hereunder shall Upon execution hereof, The9 Computer shall, at any time within the Term and in its absolute discretion, be automatically extended by ten years unless the Lender makes the contrary expression in writing with three months prior entitled to deliver to the expiry Borrowers or any of the Borrowers a repayment notice as set forth in Article 4.1 of this Agreement, requesting the Borrowers to repay all or part of their respective Amounts under this Agreement.
2.2 The 3.2 Any Borrower hereby agrees and warrants that required to make repayment shall repay the loan provided relevant Amounts in cash, or in any other forms as decided by the Lender board of directors of The9 Computer by way of resolution duly passed by it. If the repayment is made in cash, the Borrowers shall be used solely credit the entire Amounts required by The9 Computer for repayment to the bank account designated by The9 Computer within five (5) business days upon the receipt of a repayment notice as set forth in Article 4.1 of this Agreement.
3.3 If The9 Computer serves the repayment notice as set forth in Article 4.1 of this Agreement to the Borrowers, it shall, without violating any applicable laws and regulations, have the right to acquire on its own or designate any third party to acquire all of the equity transfer. interests owned by the Borrowers in the Company at the transfer price that is equivalent to the Amounts at the time when such notice is given.
3.4 The9 Computer shall, in its absolute discretion, also have the right to demand to offset its creditor’s right to the Borrowers under this Agreement against all or part of the transfer price required to be paid by it to the Borrowers in connection with its exercise of the relevant call option (hereinafter “Call Option”) when it exercises the Call Option in accordance with the provisions of the Exclusive Call Option Agreement entered into between The9 Computer and the Borrowers on April 22, 2014 (hereinafter “Option Agreement”).
3.5 The Borrower shall not transfer or mortgage its equity hereunder to any third party without be jointly liable for the prior written consent of the Lender.
2.3 The Lender and the Borrower unanimously agree and confirm that the Borrower shall not prepay the loan unless requested repayment by the Lender or the Agreement expires. All Borrowers shall repay the loan in the following way and amount: the other Borrower shall repay the loan with funds obtained from its equity of Chongqing Rui Zhihe by transferring the funds to the Lender or any other third party designated by the Lender. If the funds obtained from transferring the equity of Chongqing Rui Zhihe shall be subject to provisions on taxes or administrative expenses, the Borrower shall be solely obliged to repay the Lender the net amount of such funds (after deducting any applicable taxes or expenses). All outstanding loan hereunder shall be deemed as being repaid if all equities of Chongqing Rui Zhihe held by the Borrower has been transferred in accordance with above provisions and the Borrower has repaid the Lender all funds obtained from the transferhis Loan under this Agreement.
2.4 The Lender and the Borrower agree and confirm that each Borrower shall immediately repay the loan in advance under the following circumstances:
2.4.1 The Borrower dies or has no or limited capacity for civil conduct;
2.4.2 The Borrower constitutes a crime or engages in a criminal activity;
2.4.3 There is any legal restriction or any adverse effect on the business operation of Chongqing Rui Zhihe under laws of the PRC; or
2.4.4 The Lender requests the Borrower to repay the loan by notifying the Borrower in writing.
Appears in 1 contract
Samples: Loan Agreement (The9 LTD)
Term of Loan. 2.1 3.1 The term of loan the Loan under this Agreement shall expire on the date when The9 Computer requests the Borrowers to repay the Loan in accordance with Article 3.2 of this Agreement. However, the maximum term shall not exceed the business term of The9 Computer (including the business term as extended from time to time) or the business term of the Company (including the business term as extended from time to time), whichever is ten earlier (10hereinafter “Term”). Upon expiry of the Term, the Borrowers shall repay all outstanding amounts under the Loan (hereinafter “Amounts”) years since in a lump sum on the actual withdrawal expiry date of the BorrowerTerm. The term hereunder shall Upon execution hereof, The9 Computer shall, at any time within the Term and in its absolute discretion, be automatically extended by ten years unless the Lender makes the contrary expression in writing with three months prior entitled to deliver to the expiry Borrowers a repayment notice under Article 4.1 of this Agreement, requesting the Borrowers to repay all or part of their respective Amounts under this Agreement.
2.2 The 3.2 Any Borrower hereby agrees and warrants that required to make repayment shall repay the loan provided relevant Amounts in cash, or in any other forms as decided by the Lender board of directors of The9 Computer by way of resolution duly passed by it. If the repayment is made in cash, the Borrowers shall be used solely credit the entire Amounts required by The9 Computer for repayment to the bank account designated by The9 Computer within five (5) business days upon the receipt of a repayment notice under Article 4.1 of this Agreement.
3.3 If The9 Computer gives the repayment notice under Article 4.1 of this Agreement to the Borrowers, it shall, without violating any applicable laws and regulations, have the right to acquire on its own or designate any third party to acquire all of the equity transfer. interests owned by the Borrowers in the Company at the time when such notice is given at the transfer price that is equivalent to the Amounts.
3.4 The9 Computer shall, in its absolute discretion, also have the right to demand to offset its creditor’s right to the Borrowers under this Agreement against all or part of the transfer price required to be paid by it to the Borrowers in connection with its exercise of the relevant call option (hereinafter “Call Option”) when it exercises the Call Option in accordance with the provisions of the Exclusive Call Option Agreement entered into between The9 Computer and the Borrowers on December 13, 2010 (hereinafter “Option Agreement”).
3.5 The Borrower shall not transfer or mortgage its equity hereunder to any third party without be jointly and severally liable for the prior written consent of the Lender.
2.3 The Lender and the Borrower unanimously agree and confirm that the Borrower shall not prepay the loan unless requested repayment by the Lender or the Agreement expires. All Borrowers shall repay the loan in the following way and amount: the other Borrower shall repay the loan with funds obtained from its equity of Chongqing Rui Zhihe by transferring the funds to the Lender or any other third party designated by the Lender. If the funds obtained from transferring the equity of Chongqing Rui Zhihe shall be subject to provisions on taxes or administrative expenses, the Borrower shall be solely obliged to repay the Lender the net amount of such funds (after deducting any applicable taxes or expenses). All outstanding loan hereunder shall be deemed as being repaid if all equities of Chongqing Rui Zhihe held by the Borrower has been transferred in accordance with above provisions and the Borrower has repaid the Lender all funds obtained from the transferhis Loan under this Agreement.
2.4 The Lender and the Borrower agree and confirm that each Borrower shall immediately repay the loan in advance under the following circumstances:
2.4.1 The Borrower dies or has no or limited capacity for civil conduct;
2.4.2 The Borrower constitutes a crime or engages in a criminal activity;
2.4.3 There is any legal restriction or any adverse effect on the business operation of Chongqing Rui Zhihe under laws of the PRC; or
2.4.4 The Lender requests the Borrower to repay the loan by notifying the Borrower in writing.
Appears in 1 contract
Samples: Loan Agreement (The9 LTD)