Obligations of the Applicant. 6.1 The Applicant shall obtain all necessary approval, review, report, filing or registration before execution of this contract and the credit line application. 6.2 The use of the credit shall be in compliance with this contract and the application form. Misappropriation is forbidden. 6.3 The Applicant shall repay the loans in accordance to the timetable and amount stipulated in this contract and the application form. Unless otherwise stipulated, the Applicant is not allowed to repay in advance without written notice of approval by the Creditor 6.4 The Applicant shall be obliged to the charges related to the notarization, appraisal, evaluation and registration for this contract 6.5 The Applicant shall abide by the regulations and practices of the Creditor, including but not limited to periodically provide financial reports and other information that may be requested by the Creditor, and ensure the documents, material and information are true, complete and accurate 6.6 The Applicant shall notify 30 days in advance and in written the following events and shall not take any actions, explained as follows, without reaching a solution with the Creditor: (1) Sell, donate, rent, lend, transfer, mortgage or pledge, or disposal total or majority of assets or major assets; (2) Major changes in the incorporation or ownership structure of the operating entity, including but not limited to contract out, lease, cooperate, reformation, sales, mergers and acquisitions, joint venture, spin-off, set up a subsidiary, transfer of property rights, or reduction of registered capital, etc. 6.7 The Applicant shall notify the Creditor the following corporate actions within 7 days: (1) Amendment to the Article of Incorporation, Company name, legal representative (managing staff), domicile, postal address, scope of business, or any decision that could materially affect the financial conditions or personnel; (2) The Applicant or Guarantor may or possibly apply for bankruptcy or have been requested by any lender to file for bankruptcy application; (3) Involved in any lawsuits, arbitration, administrative regulation, or asset assurance or other legal orders; (4) Guarantor for a third-party may materially affect the financial standing or the fulfillment of the obligations in this contract; (5) The signing of major contract which may materially affect its operation and financial standing (6) The Applicant or the Guarantor suspends business, dismissal of employees, suspends business for reform or the business licenses are canceled or revoked; (7) Breach of regulations or laws by the legal representative (senior manager) or other major managers; (8) Difficulty in operation and financial conditions, or other events that may have negative impact on the Applicant’s operation, financial conditions or repayment ability; (9) The total amount of the related party transactions reaches or exceeds the 10% of the net asset value which is confirmed by the auditor in the most recent auditing. (10) The Applicant becomes the “actual controlling shareholder” of the Guarantor before the clearance of all the loans stipulated in this contract. 6.8 The Applicant shall timely provide other assurance in case of any changes that may negatively affect the loans by the Creditor. The “change” hereto includes but is not limited to: mergers and acquisitions, spin-off, operation suspension, closure of operations, reform by the Guarantor, or the cancellation or revoke of the business license for the Guarantor. apply for bankruptcy or have been requested by any lender to file for bankruptcy application; the Guarantor’s involvement in any lawsuits, arbitration, administrative regulation, or asset assurance or other legal orders which may result in the reduction of the value of the pledged assets; breach of regulations or laws by the legal representative (senior manager) or if the Guarantor is an individual, the Guarantor’s missing or dead; the Guarantor breaches the articles of this contract; dispute between the Guarantor and the Applicant; the property of the pledged assets is not established or does not have legal force; or other events that may affect the safety of the credit of the Creditors.
Appears in 2 contracts
Sources: Comprehensive Credit Contract (SGOCO Technology, Ltd.), Comprehensive Credit Contract (SGOCO Technology, Ltd.)
Obligations of the Applicant. 6.1 7.1. The Applicant shall obtain or effect all necessary approvalthe consents, reviewapprovals, reportreports, filing filings or registration before execution registrations required for its performance of this contract Contract and the credit line applicationseparate agreements hereunder.
6.2 7.2. The use of Applicant shall utilize the credit shall be facilities pursuant to the provisions hereof and for such purpose as contemplated in compliance with this contract Contract and the application form. Misappropriation is forbiddenrelevant separate agreements, and may not use any facility to any other purpose.
6.3 7.3. The Applicant shall repay its debts under this Contract and the loans separate agreements hereunder at such time and in accordance to the timetable and such amount stipulated as specified in this contract Contract and the application formseparate agreements.
7.4. Unless otherwise stipulated, the Applicant is not allowed to repay in advance without written notice of approval by the Creditor
6.4 The Applicant shall be obliged to responsible for the charges related to costs and expenses in connection with this Contract and the separate agreements hereunder, including without limitation the costs of notarization, appraisal, evaluation appraisal and registration for this contractevaluation.
6.5 7.5. The Applicant shall abide by the regulations business rules and operating practices of the CreditorLender in respect of facility service, including but not limited without limitation, accepting and giving cooperation to periodically provide the Lender in the supervision and inspection of its utilization of the facilities hereunder and related production, business and financial reports activities, and promptly providing all the financial statements and other data and information that may be requested required by the Creditor, and ensure Lender.
7.6. In the documents, material and information are true, complete and accurate
6.6 The Applicant shall notify 30 days in advance and in written event of any of the following events and shall not take any actions, explained as follows, without reaching a solution with on the Creditor:
(1) Sell, donate, rent, lend, transfer, mortgage or pledge, or disposal total or majority of assets or major assets;
(2) Major changes in the incorporation or ownership structure part of the operating entityApplicant, including but not limited to contract out, lease, cooperate, reformation, sales, mergers and acquisitions, joint venture, spin-off, set up a subsidiary, transfer of property rights, or reduction of registered capital, etc.
6.7 The the Applicant shall notify the Creditor Lender in writing at least thirty (30) days in advance, and may not take any action in respect thereof until it has paid the debts hereunder and the interest accrued thereon in full, or provided a repayment schedule and security to the satisfaction of the Lender:
1) any sale, gift, lease, lending, transfer, mortgage, pledge or otherwise disposal of all or substantially all of its assets or material assets; or
2) any actual or potential material change in its management system or ownership structure, including without limitation transformation into the contract, leasing or shareholding cooperative system or into a joint venture or company, sale of business, consolidation, merger, equity or contractual joint venture, division, establishment of any subsidiary, share transfer, property transfer or reduction of capital.
7.7. In the event of any of the following corporate actions on the part of the Applicant, whether actual or potential, the Applicant shall notify the Lender in writing within 7 seven (7) days:
(1) Amendment any amendment to the Article of Incorporationits articles association, Company or any change in its business name, legal representative (managing staff)representative/principal, domicile, postal mailing address, scope of businessbusiness or other particulars registered with the administration for industry and commerce, or any decision that could materially affect the has a material effect on its financial conditions or personnelpersonnel affairs;
(2) The where any petition for bankruptcy is filed by the Applicant or Guarantor may its security provider or possibly apply for bankruptcy by the creditors against the Applicant or have been requested by any lender to file for bankruptcy applicationits security provider;
(3) Involved where the Applicant is involved in any lawsuitslegal, arbitration, arbitration or administrative regulationproceedings, or asset assurance its major assets or the security hereunder is subject to any property preservation or other legal ordersenforcement action;
(4) Guarantor where the Applicant provides guarantee for any third party, which has a third-party may materially affect the material adverse effect on its financial standing condition or the fulfillment of the its ability to perform its obligations in this contracthereunder;
(5) The signing of major where the Applicant enters into any contract which may materially affect that has a material effect on its operation and business or financial standingcondition;
(6) The where the Applicant or the Guarantor its security provider suspends production, closes business, dismissal of employeesis dissolved, suspends business for reform to bring up to standard or the is deregistered, or its business licenses are canceled or license is revoked;
(7) Breach of regulations where the Applicant violates the laws or laws by the legal representative (senior manager) or other major managers;
(8) Difficulty in operation and financial conditionsregulations, or its legal representative/principal or major investor or any of its senior officers undergoes any abnormal change, becomes missing, is subject to any investigation or restrictions on personal freedom by judicial organs according to law, or otherwise violates the laws or regulations; or
8) where the Applicant suffers any serious difficulties in its business operation or deterioration of financial condition, or gets into any other events circumstances that may have negative impact an adverse effect on the Applicant’s operation, its business or financial conditions condition or repayment ability;
(9) The total amount of the related party transactions reaches or exceeds the 10% of the net asset value which is confirmed by the auditor in the most recent auditingsolvency.
(10) The Applicant becomes the “actual controlling shareholder” of the Guarantor before the clearance of all the loans stipulated in this contract.
6.8 The Applicant shall timely provide other assurance in 7.8. In case of any changes change in the security hereunder that may negatively affect is unfavorable to the loans by claims of the CreditorLender, the Applicant shall promptly provide additional security in accordance with the requirements and to the satisfaction of the Lender. The For the purpose of this Article 7.8, “change” hereto includes but is not limited to: mergers and acquisitionswithout limitation any consolidation, spindivision, suspension of production, close-offdown, operation suspensiondissolution, closure suspension of operationsbusiness to bring up to standard, reform deregistration or revocation of business license on the part of the security provider; any petition for bankruptcy filed by or against the security provider; any material change in the business or financial condition of the security provider; any legal, arbitration or administrative proceedings involving the security provider; any property preservation or other enforcement action against the main assets of the security provider; any actual or potential depreciation of the security; any property preservation or other enforcement action against the security; violation of the laws or regulations by the Guarantorsecurity provider or its legal representative/principal or major investor or any of its senior officers; or, or the cancellation or revoke of the business license for the Guarantor. apply for bankruptcy or have been requested by any lender to file for bankruptcy application; the Guarantor’s involvement in any lawsuits, arbitration, administrative regulation, or asset assurance or other legal orders which may result in the reduction of the value of the pledged assets; breach of regulations or laws by the legal representative (senior manager) or if the Guarantor security provider is an individual, the Guarantor’s security provider becoming missing or being or declared dead; any default committed by the Guarantor breaches security provider under the articles of this security contract; any dispute arising between the Guarantor security provider and the Applicant; request by the property security provider for rescission of the pledged assets is not established security contract; failure of the security contract to take effect or does not have legal forceinvalidity or revocation thereof; failure to create or invalidity of the security; or other events circumstances affecting the security of the claims of the Lender.
7.9. Disclosure of related-party transactions inside the group of the Applicant (o1. Applicable þ2. Not applicable) The Applicant is a group client as defined by the Lender pursuant to the Guidelines for Risk Management of Facility Services Provided by Commercial Banks to Group Clients. The Applicant shall promptly report to the Lender any related-party transaction accounting for more than 10% of its net assets, including the affiliation relationship between the parties thereto, and items, nature, amount or relevant ratios and pricing policies in respect of the transaction, including transactions without consideration or only with a nominal consideration. In the event of any of the following on the part of the Applicant, the Lender shall have the right to unilaterally suspend the provision of the facilities unutilized by the Applicant hereunder, accelerate the repayment of all or part of the facilities hereunder and the interest thereon, and take other actions according to law:
1) provision of any false information or concealment of any material facts of business or financial condition;
2) any change in the purpose of the facilities hereunder without the consent of the Lender, or misappropriation of the facilities or using the facilities to engage in any transaction in contravention of the applicable laws and regulations;
3) by using any false contract with its affiliate, presenting any note receivable, account receivable or other claim without a real trading background to the bank for discount or as collateral, thereby obtaining funds or facilities from the bank illegally;
4) refusal to accept the supervision and inspection conducted by the Lender on its use of the facilities, business and financial activities;
5) any material merger, acquisition, reorganization or other circumstances that may in the opinion of the Lender affect the safety security of the credit of facilities hereunder;
6) attempting to evade or invalidate the Creditorsdebts owed to the bank through any related-party transaction; or
7) otherwise materially breaching this Contract as determined by the Lender.
Appears in 1 contract
Sources: Comprehensive Facility Contract (ChinaCache International Holdings Ltd.)