Common use of Deposit Amounts Clause in Contracts

Deposit Amounts. 7.6.1 The Parties hereby acknowledge that as at the Effective Date, Sale Company maintains one or more RMB-denominated cash deposit bank accounts in the PRC with a financial institution in the PRC (each, a “RMB Bank Account”), and/or one or more USD-denominated cash deposit accounts in Hong Kong with a financial institution in Hong Kong (each a “HK Bank Account”, and together with the RMB Bank Accounts, the “Bank Accounts”), the details of which are set forth in Schedule F. The total cash balance in each Bank Account as of the Effective Date (except as otherwise noted therein) is set forth in Schedule F. 7.6.2 The Parties hereby acknowledge and agree that (i) to the extent not remitted out of the following accounts prior to the Closing Date, the total cash in the RMB Bank Accounts of Sale Company as of the Closing Date, including any interest earned prior to, on and after the Closing Date (such amount, the “RMB Deposit Amount”), the total cash in the HK Bank Account of Sale Company as of the Closing Date, including any related interest earned prior to, on and after the Closing Date (such amount, the “HK Deposit Amount”, together with the RMB Deposit Amount, the “Deposit Amounts”) are expressly excluded from, and shall not be deemed to be part of, the purchase and sale of the Sale Shares contemplated under this Agreement, (ii) the Deposit Amounts of Sale Company are beneficially owned by Seller, and (iii) Sale Company agrees to, and the Purchasers agree to cause Sale Company to, hold such Deposit Amounts in trust for the benefit of Seller and (iv) without the prior written consent of Seller, the Purchaser will not claim, use, transfer, dispose of or otherwise exploit the Deposit Amounts or set off or cause to be set off any other amount or obligation that may be owed to any Purchaser or otherwise against Sale Company’s ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Deposit Amount or the Remitted Funds. 7.6.3 The Sale Company shall, at the expense and commercially reasonable direction of Seller, seek any applicable PRC tax and regulatory approvals required to effect the conversion and remittance of the Remitted Funds (as defined below) to the applicable Seller and, as promptly as legally permissible and practicable (unless otherwise instructed in writing by the relevant Seller), from time to time in one or more transactions, (i) convert the RMB Deposit Amount into USD (at such time and at such applicable exchange rates as instructed by Seller), and (ii) thereafter cause such funds and all funds in Sale Company’s HK Bank Account (collectively, the “Remitted Funds”) to be paid to Seller, in each case until all of the Deposit Amounts has been remitted to Seller. 7.6.4 In furtherance of, but without limiting the generality of, the foregoing, the nominees of Seller shall remain as authorized signatories of its Bank Accounts, it being intended and agreed by the Parties that Seller shall retain control in respect of the operation of, deposit of funds to, payment of items from, withdrawal of funds from (including, without limitation, the timing of, and any applicable exchange rates to be applied, in connection with any such withdrawals), disposition of funds on deposit in or other transactions and matters related to or associated with, its Bank Accounts and the Deposit Amounts, provided that such nominees shall, and Seller shall procure its nominees to, comply with all applicable Laws at all times. At the Closing, Sale Company may, subject to applicable bank requirements, (i) cause the authorized signatory(ies) of its HK Bank Account sign one or more payment instructions (to be acknowledged by the Purchaser) in a form to be approved by Purchaser 1 prior to Closing (which approval shall not be unreasonably withheld or delayed) (“Remitted Funds Payment Instructions”), pursuant to which Sale Company shall instruct the financial institution at which Sale Company has its HK Bank Account to remit by wire transfer any Remitted Funds from time to time standing to the credit of its HK Bank Account to Seller and (ii) enter into with Seller and financial institution a deed of assignment and/or any other agreement at the reasonable written request of Seller (in each case to be also entered into and acknowledged by the Purchaser) in a form to be approved by the Purchasers (which approval shall not be unreasonably withheld or delayed) prior to Closing, pursuant to which Sale Company shall assign the balance from time to time standing to the credit of its RMB Bank Accounts, HK Bank Account to Seller as security for the payment of the applicable Remitted Funds to Seller until all of Sale Company’s Deposit Amounts has been remitted to Seller (“Deed of Assignment”). The Purchasers shall, upon the reasonable written request of Seller, do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, in order to carry out the intent and accomplish the purposes of this Section 7.6. Seller agrees that it will exercise its power as the authorized signatory of Sale Company’s RMB Bank Accounts, HK Bank Account, and exert its control over Sale Company’s RMB Deposit Amount and HK Deposit Amount, in all events in accordance with applicable Law and this Section 7.6. 7.6.5 The Purchasers agree that, until all of Sale Company’s Deposit Amounts have been remitted to Seller in accordance with this Section 7.6, they shall not, and shall cause Sale Company (on or after the Closing) not to, (i) directly or indirectly, take possession of, take control of, use, dispose of, deal with or otherwise exploit any ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Deposit Amount or Remitted Funds, or set off or cause to be set off any other amount or obligation that may be owed to any Purchaser or otherwise against Sale Company’s ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Deposit Amount or Remitted Funds; (ii) withdraw, revoke, invalidate, deny or otherwise refuse to acknowledge the Remitted Funds Payment Instructions or the Deed of Assignment or act pursuant to such Remitted Funds Payment Instructions or Deed of Assignment; or (iii) agree to any waiver or amendment of the terms of which any Bank Account of Sale Company is maintained. 7.6.6 As soon as reasonably practicable following completion of the remittance of Sale Company’s Deposit Amounts to Seller, Seller shall, and shall cause its nominees to, do such things as are necessary to close the Bank Accounts of Sale Company. 7.6.7 Seller shall pay (or reimburse Purchasers, if applicable) all fees, charges, costs, and expenses incurred in connection with its Bank Accounts, whether chargeable by the applicable bank or any other third party, including but not limited to the transactions contemplated under this Section 7.6. Seller shall indemnify and hold harmless the Purchasers and Sale Company from and against all Losses as a result of any transactions performed (or requested by Seller to be performed) by the Purchasers in accordance with the terms of this Section 7.6.

Deposit Amounts. 7.6.1 The Parties hereby acknowledge that as at the Effective Date, Sale Company maintains one or more RMB-denominated cash deposit bank accounts in the PRC with a financial institution in the PRC (each, a “RMB Bank Account”), and/or one or more USD-denominated cash deposit accounts in Hong Kong with a financial institution in Hong Kong (each a “HK Bank Account”) and/or one or more USD-denominated cash deposit accounts in Hong Kong with a financial institution in t United States (each a “US Bank Account”, and together with the RMB Bank Accounts and the HK Bank Accounts, the “Bank Accounts”), the details of which are set forth in Schedule F. The total cash balance in each Bank Account as of the Effective Date (except as otherwise noted therein) is set forth in Schedule F. 7.6.2 The Parties hereby acknowledge and agree that (i) to the extent not remitted out of the following accounts prior to the Closing Date, the total cash in the RMB Bank Accounts of the Sale Company as of the Closing Date, including any interest earned prior to, on and after the Closing Date (such amount, the “RMB Deposit Amount”), the total cash in the HK Bank Account of the Sale Company as of the Closing Date, including any related interest earned prior to, on and after the Closing Date (such amount, the “HK Deposit Amount”) and the total cash in the US Bank Account of the Sale Company as of the Closing Date, including any related interest earned prior to, on and after the Closing Date (such amount, the “US Deposit Amount” and together with the RMB Deposit Amount, the “Deposit Amounts”) are expressly excluded from, and shall not be deemed to be part of, the purchase and sale of the Sale Shares contemplated under this Agreement, (ii) the Deposit Amounts of the Sale Company are beneficially owned by Seller, and (iii) the Sale Company agrees to, and the Purchasers agree Purchaser agrees to cause the Sale Company to, hold such Deposit Amounts in trust for the benefit of Seller and (iv) without the prior written consent of Seller, the Purchaser will not claim, use, transfer, dispose of or otherwise exploit the Deposit Amounts or set off or cause to be set off any other amount or obligation that may be owed to any Purchaser or otherwise against the Sale Company’s ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Deposit Amount, the US Deposit Amount or the Remitted Funds. 7.6.3 The Sale Company shall, at the expense and commercially reasonable direction of Seller, seek any applicable PRC tax and regulatory approvals required to effect the conversion and remittance of the Remitted Funds (as defined below) to the applicable Seller and, as promptly as legally permissible and practicable (unless otherwise instructed in writing by the relevant Seller), from time to time in one or more transactions, (i) convert the RMB Deposit Amount into USD (at such time and at such applicable exchange rates as instructed by Seller), and remit such funds to the US Bank Account of the Sale Company, and (ii) thereafter cause such funds and all funds in Sale Company’s HK Bank Account and the existing funds in Sale Company’s US Bank Account (collectively, the “Remitted Funds”) to be paid to Seller, in each case until all of the Deposit Amounts has been remitted to Seller. Prior to Closing, the Sale Company shall have declared a dividend in the amount of the Deposit Amounts for distribution to Seller after the Closing subject to actual receipt of the Remitted Funds in accordance with this Section 7.6 (the “Dividend Payment”) by passing a resolution in a form to be approved by the Purchaser (which approval shall not be unreasonably withheld or delayed) prior to Closing. 7.6.4 In furtherance of, but without limiting the generality of, the foregoing, the nominees of Seller shall remain as authorized signatories of its Bank Accounts, it being intended and agreed by the Parties that Seller shall retain control in respect of the operation of, deposit of funds to, payment of items from, withdrawal of funds from (including, without limitation, the timing of, and any applicable exchange rates to be applied, in connection with any such withdrawals), disposition of funds on deposit in or other transactions and matters related to or associated with, its Bank Accounts and the Deposit Amounts, provided that such nominees shall, and Seller shall procure its nominees to, comply with all applicable Laws at all times. At the Closing, the Sale Company mayshall, subject to applicable bank requirementsrequirements and in furtherance of ensuring payment of the Dividend Payable, (i) cause the authorized signatory(ies) of its HK Bank Account and US Bank Account sign one or more payment instructions (to be acknowledged by the Purchaser) in a form to be approved by the Purchaser 1 prior to Closing (which approval shall not be unreasonably withheld or delayed) (“Remitted Funds Payment Instructions”), pursuant to which the Sale Company shall instruct the financial institution at which the Sale Company has its HK Bank Account and US Bank Account to remit by wire transfer any Remitted Funds from time to time standing to the credit of its HK Bank Account and US Bank Account to Seller and (ii) enter into with Seller and financial institution a deed of assignment and/or any other agreement at the reasonable written request of Seller (in each case to be also entered into and acknowledged by the Purchaser) in a form to be approved by the Purchasers (which approval shall not be unreasonably withheld or delayed) prior to Closing, pursuant to which the Sale Company shall assign the balance from time to time standing to the credit of its RMB Bank Accounts, HK Bank Account and US Bank Account to Seller as security for the payment of the applicable Remitted Funds to Seller until all of the Sale Company’s Deposit Amounts has been remitted to Seller (“Deed of Assignment”). The Purchasers shall, upon the reasonable written request of Seller, do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, in order to carry out the intent and accomplish the purposes of this Section 7.6. Seller agrees that it will exercise its power as the authorized signatory of the Sale Company’s RMB Bank Accounts, HK Bank Account and US Bank Account, and exert its control over the Sale Company’s RMB ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Deposit Amount and HK US Deposit Amount, in all events in accordance with applicable Law and this Section 7.6. 7.6.5 The Purchasers agree that, until all of the Sale Company’s Deposit Amounts have been remitted to Seller in accordance with this Section 7.6, they shall not, and shall cause the Sale Company (on or after the Closing) not to, (i) directly or indirectly, take possession of, take control of, use, dispose of, deal with or otherwise exploit any ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Deposit Amount, US Deposit Amount or Remitted Funds, or set off or cause to be set off any other amount or obligation that may be owed to any Purchaser or otherwise against the Sale Company’s ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Deposit Amount, US Deposit Amount or Remitted Funds; (ii) withdraw, revoke, invalidate, deny or otherwise refuse to acknowledge the Dividend Payable, the Remitted Funds Payment Instructions or the Deed of Assignment or act pursuant to such Remitted Funds Payment Instructions or Deed of Assignment; or (iii) agree to any waiver or amendment of the terms of which any Bank Account of the Sale Company is maintained. 7.6.6 As soon as reasonably practicable following completion of the remittance of the Sale Company’s Deposit Amounts to Seller, Seller shall, and shall cause its nominees to, do such things as are necessary to close the Bank Accounts of Sale Company. 7.6.7 Seller shall pay (or reimburse Purchasers, if applicable) all fees, charges, costs, and expenses incurred in connection with its Bank Accounts, whether chargeable by the applicable bank or any other third party, including but not limited to the transactions contemplated under this Section 7.6. Seller shall indemnify and hold harmless the Purchasers and the Sale Company from and against all Losses as a result of any transactions performed (or requested by Seller to be performed) by the Purchasers Purchaser in accordance with the terms of this Section 7.6.