Common use of Indebtedness Default Clause in Contracts

Indebtedness Default. 10.1 Save as disclosed in the Prospectus, no Group Company has any material outstanding liabilities, term loans, other borrowings or indebtedness in the nature of borrowings, including bank overdrafts and loans, debt securities or similar indebtedness, hire purchase commitments or any guarantees, mortgages and charges outside the ordinary course of business. 10.2 Save as disclosed in the Prospectus, no outstanding indebtedness of any Group Company has become repayable before its stated maturity, nor has any security in respect of such indebtedness become enforceable by reason of default by any Group Company. 10.3 Save as disclosed in the Prospectus, no person to whom any indebtedness of any Group Company is owed which is repayable on demand, has demanded or threatened to demand repayment of, or to take steps to enforce any security for, the same. 10.4 Save as disclosed in the Prospectus, no circumstance has arisen such that any person is now entitled to require payment of any indebtedness or under any guarantee of any liability of any Group Company by reason of default by any such member or any other person or any guarantee given by any Group Company. 10.5 Save as disclosed in the Prospectus, no event has occurred and is subsisting or, to the best knowledge of the Warrantors, is about to occur which constitutes or would (whether with the expiry of any applicable grace period or the fulfilment of any condition or the giving of any notice or the compliance with any other formality or otherwise) constitute a breach or default under, or result in the acceleration by reason of breach or default of, any obligations under any Law, agreement, undertaking, instrument or arrangement to which any Group Company is a party or by which any of them or their respective revenues or assets are bound or constitute a breach or violation of the business licence, articles of association/bye-laws (or equivalent constituent documents) of any Group Company, except for such breach of default or acceleration that will not have a Material Adverse Effect. 10.6 The amounts borrowed by each Group Company do not exceed any limitation on its borrowing contained in its articles of association (or equivalent constituent documents), any debenture or other deed or document binding upon it and except in the ordinary course of business, no Group Company has factored any of its debts, or engaged in financing of a type which would not be required to be shown or reflected in its audited accounts. 10.7 All the Group’s borrowing facilities have been duly executed and are in full force and effect. To the extent within the relevant Group Company’s control, all undrawn amounts under such borrowing facilities are or will be capable of drawdown; no event has occurred and no circumstances exist which could cause any undrawn amounts under any such borrowing facilities to be unavailable for drawing as required. 10.8 Sufficient and accurate details of all material financing arrangements have been disclosed in writing in the Prospectus. 10.9 Save as disclosed in the Prospectus and to the best knowledge of the Warrantors, in relation to all financing arrangements (including all mortgages, overdrafts and other loan or financial facilities) to which any Group Company is a party: 10.9.1 there has been no contravention of or non-compliance with any provision of any document reflecting the financial arrangements in any material respect; 10.9.2 no steps for the enforcement of any encumbrances or the early repayment of the indebtedness have been taken or threatened; 10.9.3 there has not been any alteration in the terms and conditions of any of the said arrangements or facilities, all of which are in full force and effect; 10.9.4 nothing has been done or omitted to be done whereby the continuance of the said arrangements and facilities in full force and effect might be affected or prejudiced; 10.9.5 none of the arrangements is dependent on the guarantee of or on any security provided by a third party; and 10.9.6 none of the facilities may be terminated, or mature prior to its stated maturity as a result of the issued and allotment of the Offer Shares. 10.10 To the best knowledge of the Warrantors, no event has occurred and no circumstances exist in relation to any financial assistance received by or pledged to any Group Company in consequence of which any of the Group Company is or may be held liable to forfeit or repay in whole or in part any such grant; or 10.11 To the best knowledge of the Warrantors, no Group Company is currently prohibited, directly or indirectly, under any contract to which it is a party or by which it is bound, from paying any dividends to the Company or a Subsidiary (as the case may be), from making any other distribution on such Group Company’s capital stock (as the case may be), from repaying to the Company or a Subsidiary any loans or advances to such Group Company from the Company or a Subsidiary or from transferring any of such Group Company’s properties or assets to the Company or a Subsidiary.

Indebtedness Default. 10.1 12.1 Save as disclosed in the ProspectusOffering Documents and the PHIP, no member of the Group Company has any material outstanding liabilities, term loans, other borrowings or indebtedness in the nature of borrowings, including bank overdrafts and loans, debt securities or similar indebtedness, hire purchase commitments or any guarantees, mortgages and charges outside the ordinary course excluding customer deposits, deposits and balances of businessbanks and other financial institutions and certificates of deposit issued (together “Material Indebtedness”). 10.2 Save as disclosed in the Prospectus, no 12.2 No outstanding indebtedness Material Indebtedness of any member of the Group Company has become repayable before its stated maturity, nor has any (actual or contingent) security in respect of such indebtedness Material Indebtedness become enforceable by reason of default or alleged default by any Group Companymember of the Group. 10.3 Save as disclosed in the Prospectus12.3 No matter, no person to whom any indebtedness of any Group Company is owed which is repayable on demand, has demanded event or threatened to demand repayment of, or to take steps to enforce any security for, the same. 10.4 Save as disclosed in the Prospectus, no circumstance has arisen or is pre-existing such that any person is now currently, or will by lapse of time only be, entitled to require payment repayment of any indebtedness Material Indebtedness before its stated maturity or under any guarantee of any liability of any member of the Group Company by reason of default by any such member or any other person or any guarantee given by any Group Companymember of the Group. 10.5 Save as disclosed in the Prospectus, no 12.4 No event has occurred and is subsisting or, to the best knowledge of the Warrantors, is about or has been threatened to occur which constitutes or would (whether with the expiry of any applicable grace period or the fulfilment of any condition or the giving of any notice or the compliance with any other formality or otherwise) constitute a breach or default under, or result in the acceleration by reason of breach or default of, any obligations under any Lawagreement(s), agreementundertaking(s), undertaking, instrument instrument(s) or arrangement arrangement(s) to which any member of the Group Company is a party or by which any of them or their respective revenues or assets are bound which individually is, or constitute a breach or violation of together are, material to the business licence, articles of association/bye-laws (or equivalent constituent documents) of any Group Company, except for such breach of default or acceleration that will not have a Material Adverse EffectGroup. 10.6 12.5 The amounts borrowed by each member of the Group Company do not exceed any limitation on its borrowing contained in its articles of association (or equivalent constituent documents), in any debenture or other deed or document binding upon it and except in no member of the ordinary course of business, no Group Company has factored any of its debts, or engaged in financing of a type which would not be required to be shown or reflected in its audited accountsaccounts and is not required so shown. 10.7 12.6 All guarantees of indebtedness of the Group’s borrowing facilities have been duly executed and Group are in full force and effect. To , and there are no outstanding guarantees or contingent payment obligations of the extent within Group in respect of indebtedness of any party that is not any member of the relevant Group Company’s control, all undrawn amounts under such borrowing facilities are or will be capable of drawdown; no event has occurred and no circumstances exist which could cause any undrawn amounts under any such borrowing facilities to be unavailable for drawing as requiredGroup. 10.8 Sufficient and accurate details of all material financing arrangements have been disclosed in writing in the Prospectus. 10.9 Save as disclosed in the Prospectus and to the best knowledge of the Warrantors, in relation to all financing arrangements (including all mortgages, overdrafts and other loan or financial facilities) to which any Group Company is a party: 10.9.1 there has been no contravention of or non-compliance with any provision of any document reflecting the financial arrangements in any material respect; 10.9.2 no steps for the enforcement of any encumbrances or the early repayment of the indebtedness have been taken or threatened; 10.9.3 there has not been any alteration in the terms and conditions of any of the said arrangements or facilities, all of which are in full force and effect; 10.9.4 nothing has been done or omitted to be done whereby the continuance of the said arrangements and facilities in full force and effect might be affected or prejudiced; 10.9.5 none of the arrangements is dependent on the guarantee of or on any security provided by a third party; and 10.9.6 none of the facilities may be terminated, or mature prior to its stated maturity as a result of the issued and allotment of the Offer Shares. 10.10 To the best knowledge of the Warrantors, no 12.7 No event has occurred and no circumstances exist in relation to any government, regional, state or local authority investment grants, loan subsidies or financial assistance received by or pledged to any member of the Group Company in consequence of which any member of the Group Company is or may be held liable to forfeit or repay in whole or in part any such grant; or 10.11 To the best knowledge of the Warrantors, no Group Company is currently prohibited, directly grant or indirectly, under any contract to which it is a party or by which it is bound, from paying any dividends to the Company or a Subsidiary (as the case may be), from making any other distribution on such Group Company’s capital stock (as the case may be), from repaying to the Company or a Subsidiary any loans or advances to such Group Company from the Company or a Subsidiary or from transferring any of such Group Company’s properties or assets to the Company or a Subsidiaryloan.

Indebtedness Default. 10.1 Save as disclosed in the Prospectus, no No Group Company has any material outstanding liabilities, term loans, other borrowings or indebtedness in the nature of borrowings, including bank overdrafts and loans, debt securities or similar indebtedness, hire purchase commitments or any guarantees, mortgages and charges outside the ordinary course of businesscharges. 10.2 Save as disclosed in the Prospectus, no No outstanding indebtedness of any Group Company has become repayable before its stated maturity, nor has any security in respect of such indebtedness become enforceable by reason of default by any Group Company. 10.3 Save as disclosed in the Prospectus, no No person to whom any indebtedness of any Group Company is owed and which is repayable on demand, is owed has demanded or threatened to demand repayment of, or to take steps to enforce any security for, the same. 10.4 Save as disclosed in the Prospectus, no No circumstance has arisen such that any person is now entitled to require payment of any indebtedness or under any guarantee of any liability of any Group Company by reason of default by any such member or any other person or any guarantee given by any Group Company. 10.5 Save as disclosed in the Prospectus, no No event has occurred and is subsisting or, or to the best knowledge or belief of the Warrantors, Warrantors is about to occur which constitutes or would (whether with the expiry of any applicable grace period or the fulfilment of any condition or the giving of any notice or the compliance with any other formality or otherwise) constitute a breach or default under, or result in the acceleration by reason of breach or default of, any obligations under any Law, agreement, undertaking, instrument or arrangement to which any Group Company is a party or by which any of them or their respective revenues or assets are bound or constitute a breach or violation of the business licence, articles of association/bye-laws association (or equivalent constituent documents) of any Group Company, except for such breach of or default or acceleration that will not have an material adverse effect on the Group as a Material Adverse Effectwhole. 10.6 The amounts borrowed by each Group Company do not exceed any limitation on its borrowing contained in its articles of association (or equivalent constituent documents), any debenture or other deed or document binding upon it and except in the ordinary course of business, no Group Company has factored any of its debts, or engaged in financing of a type which would not be required to be shown or reflected in its audited accounts. 10.7 All the Group’s borrowing facilities have been duly executed and are in full force and effect. To the extent within the relevant Group Company’s control, all undrawn amounts under such borrowing facilities are or will be capable of drawdown; no event has occurred and no circumstances exist which could cause any undrawn amounts under any such borrowing facilities to be unavailable for drawing as required. 10.8 Sufficient and accurate details of all material financing arrangements have been disclosed in writing in the Prospectus. 10.9 Save as disclosed in the Prospectus and to the best knowledge of the Warrantors, in In relation to all financing arrangements (including all mortgages, overdrafts and other loan or financial facilities) to which any Group Company is a party:party:- 10.9.1 there has been no contravention of or non-compliance with any provision of any document reflecting the financial arrangements in any that will have a material respectadverse effect on the Group; 10.9.2 no steps for the enforcement of any encumbrances or the early repayment of the indebtedness have been taken or threatened; 10.9.3 there has not been any alteration in the terms and conditions of any of the said arrangements or facilities, facilities all of which are in full force and effect; 10.9.4 nothing has been done or omitted to be done whereby the continuance of the said arrangements and facilities in full force and effect might be affected or prejudiced; 10.9.5 none of the arrangements is dependent on the guarantee of or on any security provided by a third party; and 10.9.6 none of the facilities may be terminated, or mature prior to its stated maturity as a result of the issued issue and allotment of the Offer Shares. 10.10 To the best knowledge of the Warrantors, no No event has occurred and no circumstances exist in relation to any Governmental Authority’s investment grants, loan subsidies or financial assistance received by or pledged to any Group Company in consequence of which any of the Group Company is or may be held liable to forfeit or repay in whole or in part any such grant; or 10.11 To grant or loan, the best knowledge of the Warrantors, no Group Company is currently prohibited, directly forfeiture or indirectly, under any contract to which it is a party or by which it is bound, from paying any dividends to the Company or a Subsidiary (as the case may be), from making any other distribution on such Group Company’s capital stock (as the case may be), from repaying to the Company or a Subsidiary any loans or advances to such Group Company from the Company or a Subsidiary or from transferring any of such Group Company’s properties or assets to the Company or a Subsidiaryrepayment.

Indebtedness Default. 10.1 Save Except as disclosed in the ProspectusHong Kong Public Offering Documents, no Group Company has any material outstanding liabilities, term loans, other borrowings or indebtedness in the nature of borrowings, including bank overdrafts and loans, debt securities or similar indebtedness, hire purchase commitments or any guarantees, mortgages and charges outside except which would not, and is not likely to, individually or in the ordinary course of businessaggregate, have a Material Adverse Effect. 10.2 Save Except as disclosed in the Prospectus, no outstanding indebtedness of any Group Company has become repayable before its stated maturity, nor has any security in respect of such indebtedness become enforceable by reason of default by any Group Company. 10.3 Save as disclosed in the Prospectus, no person to whom any indebtedness of any Group Company is owed which is repayable on demand, has demanded or threatened to demand repayment of, or to take steps to enforce any security for, the same. 10.4 Save as disclosed in the Prospectus, no circumstance has arisen such that any person is now entitled to require payment of any indebtedness or under any guarantee of any liability of any Group Company by reason of default by any such member or any other person or any guarantee given by any Group Company. 10.5 Save as disclosed in the ProspectusHong Kong Public Offering Documents, no event has occurred and is subsisting or, to the best knowledge of the Warrantors, or is about to occur which constitutes or would (whether with the expiry of any applicable grace period or the fulfilment of any condition or the giving of any notice or the compliance with any other formality or otherwise) constitute a breach or default under, or result in the acceleration by reason of breach or default of, any obligations under any Law, agreement, undertaking, instrument or arrangement to which any Group Company is a party or by which any of them or their respective revenues or assets are bound or constitute a breach or violation of the business licence, articles of association/bye-laws bylaws (or equivalent constituent documents) of any Group Company, except for such breach of default or acceleration that will not Company which would have a Material Adverse Effect. 10.6 The 10.3 To the best knowledge of the Warrantors after due and careful inquiry, the amounts borrowed by each Group Company do not exceed any limitation on its borrowing contained in its articles of association association/bylaws (or equivalent constituent documents), any debenture or other deed or document binding upon it and except in the ordinary course of business, no Group Company has factored any of its debts, or engaged in financing of a type which would not be required to be shown or reflected in its audited accounts. 10.7 All 10.4 As at the Group’s date of this Agreement, the Group does not have any outstanding borrowing facilities have been duly executed and are in full force and effect. facilities. 10.5 To the extent within best knowledge of the relevant Group Company’s controlWarrantors after due and careful inquiry, all undrawn amounts under such borrowing facilities are or will be capable of drawdown; no event has occurred and no circumstances exist which could cause any undrawn amounts under any such borrowing facilities to be unavailable for drawing as required. 10.8 Sufficient sufficient and accurate details of all material financing arrangements have been disclosed in writing in the ProspectusHong Kong Public Offering Documents. 10.9 Save as disclosed in the Prospectus and to 10.6 To the best knowledge of the WarrantorsWarrantors after due and careful inquiry, in relation to all financing arrangements (including all mortgages, overdrafts and other loan or financial facilities) to which any Group Company is a party: 10.9.1 10.6.1 there has been no contravention of or non-compliance with any provision of any document reflecting the financial arrangements in any material respectarrangements; 10.9.2 10.6.2 no steps for the enforcement of any encumbrances or the early repayment of the indebtedness have been taken or threatened; 10.9.3 10.6.3 since the Account Date, there has not been any alteration in the terms and conditions of any of the said arrangements or facilities, all of which are in full force and effect; 10.9.4 10.6.4 nothing has been done or omitted to be done whereby the continuance of the said arrangements and facilities in full force and effect might be affected or prejudiced; 10.9.5 10.6.5 none of the arrangements is dependent on the guarantee of or on any security provided by a third party; and 10.9.6 10.6.6 none of the facilities may be terminated, or mature prior to its stated maturity as a result of the issued allotment and allotment issue of the Offer Shares, except, in each of the Clauses 10.6.1 to 10.6.6, which would not, and is not likely to, individually or in the aggregate, have a Material Adverse Effect. 10.10 To 10.7 Except as disclosed in the Offer Documents, and to the best knowledge of the WarrantorsCompany after due and careful inquiry, no event has occurred and no circumstances exist in relation to any Governmental Authority’s investment grants, loan subsidies or financial assistance received by or pledged to any Group Company in consequence of which any of the Group Company is or may be held liable to forfeit or repay in whole or in part any such grant; orgrant or loan, the forfeiture or repayment. 10.11 To 10.8 Except as disclosed in the best knowledge of the WarrantorsOffer Documents, no Group Company is currently prohibited, directly or indirectly, under any contract to which it is a party or by which it is bound, from paying any dividends to the Company or a Subsidiary (as the case may be), from making any other distribution on such Group Company’s capital stock (as the case may be), from repaying to the Company or a Subsidiary any loans or advances to such Group Company from the Company or a Subsidiary or from transferring any of such Group Company’s properties or assets to the Company or a Subsidiary.

Indebtedness Default. 10.1 Save as disclosed in the Prospectus, no Group Company has any material outstanding liabilities, term loans, other borrowings or indebtedness in the nature of borrowings, including bank overdrafts and loans, debt securities or similar indebtedness, hire purchase commitments or any guarantees, mortgages and charges outside the ordinary course of businesscharges. 10.2 Save as disclosed in the Prospectus, no No outstanding indebtedness of any Group Company has become repayable before its stated maturity, nor has any security in respect of such indebtedness become enforceable by reason of default by any Group Company. 10.3 Save as disclosed in the Prospectus, no No person to whom any indebtedness of any Group Company is owed which is repayable on demand, has demanded or threatened to demand repayment of, or to take steps to enforce any security for, the same. 10.4 Save as disclosed in the Prospectus, no No circumstance has arisen such that any person is now entitled to require payment of any indebtedness or under any guarantee of any liability of any Group Company by reason of default by any such member or any other person or any guarantee given by any Group Company. 10.5 Save as disclosed in the Prospectus, no No event has occurred and is subsisting or, to the best knowledge of the Warrantors, or is about to occur which constitutes or would (whether with the expiry of any applicable grace period or the fulfilment of any condition or the giving of any notice or the compliance with any other formality or otherwise) constitute a breach or default under, or result in the acceleration by reason of breach or default of, any obligations under any Law, agreement, undertaking, instrument or arrangement to which any Group Company is a party or by which any of them or their respective revenues or assets are bound or constitute a breach or violation of the business licence, articles of association/bye-laws (or equivalent constituent documents) of any Group Company, except for such breach of default or acceleration that will not have a Material Adverse Effect. 10.6 The amounts borrowed by each Group Company do not exceed any limitation on its borrowing contained in its articles of association (or equivalent constituent documents), any debenture or other deed or document binding upon it and except in the ordinary course of business, no Group Company has factored any of its debts, or engaged in financing of a type which would not be required to be shown or reflected in its audited accounts. 10.7 All the Group’s borrowing facilities have been duly executed and are in full force and effect. To the extent within the relevant Group Company’s control, all undrawn amounts under such borrowing facilities are or will be capable of drawdown; no event has occurred and no circumstances exist which could cause any undrawn amounts under any such borrowing facilities to be unavailable for drawing as required. 10.8 Sufficient and accurate details of all material financing arrangements have been disclosed in writing in the Prospectus. 10.9 Save as disclosed in the Prospectus and to the best knowledge of the WarrantorsProspectus, in relation to all financing arrangements (including all mortgages, overdrafts and other loan or financial facilities) to which any Group Company is a party: 10.9.1 there has been no contravention of or non-compliance with any provision of any document reflecting the financial arrangements in any material respect; 10.9.2 no steps for the enforcement of any encumbrances or the early repayment of the indebtedness have been taken or threatened; 10.9.3 there has not been any alteration in the terms and conditions of any of the said arrangements or facilities, all of which are in full force and effect; 10.9.4 nothing has been done or omitted to be done whereby the continuance of the said arrangements and facilities in full force and effect might be affected or prejudiced; 10.9.5 none of the arrangements is dependent on the guarantee of or on any security provided by a third party; and 10.9.6 none of the facilities may be terminated, or mature prior to its stated maturity as a result of the issued and allotment of the Offer Shares. 10.10 To the best knowledge of the Warrantors, no No event has occurred and no circumstances exist in relation to any financial assistance received by or pledged to any Group Company in consequence of which any of the Group Company is or may be held liable to forfeit or repay in whole or in part any such grant; orgrant or loan. 10.11 To the best knowledge of the Warrantors, no No Group Company is currently prohibited, directly or indirectly, under any contract to which it is a party or by which it is bound, from paying any dividends to the Company or a Subsidiary (as the case may be), from making any other distribution on such Group Company’s capital stock (as the case may be), from repaying to the Company or a Subsidiary any loans or advances to such Group Company from the Company or a Subsidiary or from transferring any of such Group Company’s properties or assets to the Company or a Subsidiary.