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700 | " Subsidiary " is , with respect to any Person , any Person of which more than 50 % of the voting stock or other equity interests ( in the case of Persons other than corporations ) is owned or controlled , directly or indirectly , by such Person or one or more Affiliates of such Person . | <response> " Subsidiary " is , with respect to any Person , any Person of which more than 50 % of the voting stock or other equity interests ( in the case of Persons other than corporations ) is owned or controlled , directly or indirectly , by such Person or one or more Affiliates of such Person . </response> |
701 | " SVB " is defined in the preamble hereof . | <response> " SVB " is defined in the preamble hereof . </response> |
702 | " Term Loan " is defined in Section 2 . 1 . 1 hereof . | <response> " Term Loan " is defined in Section 2 . 1 . 1 hereof . </response> |
703 | - 21 - " Term Loan Maturity Date " is the final Payment Date for each Term Loan which shall be the date thirty - five ( 35 ) months from the first Payment Date for such Term Loan . | <response> - 21 - " Term Loan Maturity Date " is the final Payment Date for each Term Loan which shall be the date thirty - five ( 35 ) months from the first Payment Date for such Term Loan . </response> |
704 | " Third Draw Period " is the period of time commencing upon the occurrence of the Milestone Event No . | <response> " Third Draw Period " is the period of time commencing upon the occurrence of the Milestone Event No . </response> |
705 | 2 through the earliest to occur of ( x ) March 31 , 2009 , and ( y ) termination by Agent after the occurrence and during the continuance of an Event of Default . | <response> 2 through the earliest to occur of ( x ) March 31 , 2009 , and ( y ) termination by Agent after the occurrence and during the continuance of an Event of Default . </response> |
706 | " Transfer " is defined in Section 7 . 1 . | <response> " Transfer " is defined in Section 7 . 1 . </response> |
707 | " Warrant " is , collectively , ( a ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by Borrower in favor of SVB , and ( b ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by Borrower in favor of Gold Hill . | <response> " Warrant " is , collectively , ( a ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by <person>Borrower</person> in favor of SVB , and ( b ) that certain Warrant to Purchase Stock dated as of the Effective Date executed by <person>Borrower</person> in favor of <location>Gold ... |
708 | [ Signature page follows .] | <response> [ Signature page follows .] </response> |
709 | - 22 - IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the Effective Date . | <response> - 22 - IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the <location>Commonwealth of Massachusetts</location> as of the Effective Date . </response> |
710 | BORROWER : | <response> <person>BORROWER</person> : </response> |
711 | VRINGO , INC . By : / s / Jonathan Medved Name : Jonathan Medved Title : CEO LENDERS : SILICON VALLEY BANK , as Agent and as a LENDER By : / s / Michael Morreti Name : Michael Morreti Title : SVP GOLD HILL VENTURE LENDING 03 , L . P ., as LENDER | <response> <organization>VRINGO</organization> , INC . By : / s / <person>Jonathan Medved</person> Name : <person>Jonathan Medved</person> Title : CEO LENDERS : <organization>SILICON VALLEY BANK</organization> , as Agent and as a <person>LENDER</person> By : / s / <person>Michael Morreti</person> Name : <person>Michael... |
712 | By : GOLD HILL VENTURE LENDING PARTNERS 03 , LLC , its General Partner By : / s / David Fischer Name : David Fischer Title : Manager [ Signature page to Loan and Security Agreement ] Schedule 1 . 1 Lenders and Commitments | <response> By : GOLD HILL VENTURE LENDING PARTNERS 03 , LLC , its General Partner By : / s / David Fischer Name : David Fischer Title : Manager [ Signature page to Loan and Security Agreement ] Schedule 1 . 1 Lenders and Commitments </response> |
713 | Lender | <response> <person>Lender</person> </response> |
714 | Commitment Commitment Percentage Silicon Valley Bank $ 1 , 500 , 000 . 00 30 . 00 % Gold Hill Venture Lending 03 , L . P . $ 3 , 500 , 000 . 00 70 . 00 % TOTAL $ 5 , 000 , 000 . 00 100 . 00 % | <response> Commitment Commitment Percentage <organization>Silicon Valley Bank</organization> $ 1 , 500 , 000 . 00 30 . 00 % <location>Gold Hill Venture Lending 03</location> , L . P . $ 3 , 500 , 000 . 00 70 . 00 % TOTAL $ 5 , 000 , 000 . 00 100 . 00 % </response> |
715 | 1 EXHIBIT A The Collateral consists of all of Borrower ' s right , title and interest in and to the following personal property : All goods , Accounts ( including health - care receivables ), Equipment , Inventory , contract rights or rights to payment of money , leases , license agreements , franchise agreements , Gen... | <response> 1 EXHIBIT A The Collateral consists of all of <person>Borrower</person> ' s right , title and interest in and to the following personal property : All goods , Accounts ( including health - care receivables ), Equipment , Inventory , contract rights or rights to payment of money , leases , license agreements ... |
716 | Notwithstanding the foregoing , the Collateral does not include any of the following , whether now owned or hereafter acquired : ( a ) more than 65 % of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder... | <response> Notwithstanding the foregoing , the Collateral does not include any of the following , whether now owned or hereafter acquired : ( a ) more than 65 % of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by <person>Borrower</person> of any Foreign Subsidiary whi... |
717 | Pursuant to the terms of a certain negative pledge arrangement with Lenders , Borrower has agreed not to encumber any of its copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublished , any patents , patent a... | <response> Pursuant to the terms of a certain negative pledge arrangement with Lenders , <person>Borrower</person> has agreed not to encumber any of its copyright rights , copyright applications , copyright registrations and like protections in each work of authorship and derivative work , whether published or unpublis... |
718 | 2 EXHIBIT B Loan Payment / Term Loan Advance Request Form Deadline for same day processing is 12 : 00 E . S . T . | <response> 2 EXHIBIT B Loan Payment / Term Loan Advance Request Form Deadline for same day processing is 12 : 00 E . S . T . </response> |
719 | Fax To : | <response> Fax To : </response> |
720 | Date : LOAN PAYMENT : Vringo , Inc . | <response> Date : LOAN PAYMENT : <organization>Vringo</organization> , Inc . </response> |
721 | From Account # To Account # ( Deposit Account #) ( Loan Account #) Principal $ and / or Interest $ | <response> From Account # To Account # ( Deposit Account #) ( Loan Account #) Principal $ and / or Interest $ </response> |
722 | Authorized Signature : Phone Number : LOAN ADVANCE : Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire . | <response> Authorized Signature : Phone Number : LOAN ADVANCE : Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire . </response> |
723 | From Account # To Account # ( Loan Account #) ( Deposit Account #) Amount of Term Loan Advance $ All Borrower ' s representation and warranties in the Term Loan and Security Agreement are true , in all material respects on the date of the telephone transfer request for an advance , but those representations and warrant... | <response> From Account # To Account # ( Loan Account #) ( Deposit Account #) Amount of Term Loan Advance $ All <person>Borrower</person> ' s representation and warranties in the Term Loan and Security Agreement are true , in all material respects on the date of the telephone transfer request for an advance , but those... |
724 | Authorized Signature : Phone Number : OUTGOING WIRE REQUEST Complete only if all or a portion of funds from the loan advance above are to be wired . | <response> Authorized Signature : Phone Number : OUTGOING WIRE REQUEST Complete only if all or a portion of funds from the loan advance above are to be wired . </response> |
725 | Deadline for same day processing is 12 : 00pm , E . S . T . | <response> Deadline for same day processing is 12 : 00pm , E . S . T . </response> |
726 | Beneficiary Name : Amount of Wire : $ Beneficiary Bank : Account Number : City and Sate : Beneficiary Bank Transit ( ABA ) #: _________________ Beneficiary Bank Code ( Swift , Sort , Chip , etc . | <response> Beneficiary Name : Amount of Wire : $ Beneficiary <organization>Bank</organization> : Account Number : City and Sate : Beneficiary <organization>Bank</organization> Transit ( ABA ) #: _________________ Beneficiary <organization>Bank</organization> Code ( Swift , Sort , Chip , etc . </response> |
727 | ): ( For International Wire Only ) Intermediary Bank : Transit ( ABA ) #: For Further Credit to : Special Instruction : By signing below , I ( we ) acknowledge and agree that my ( our ) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements ( s )... | <response> ): ( For International Wire Only ) Intermediary <organization>Bank</organization> : Transit ( ABA ) #: For Further Credit to : Special Instruction : By signing below , I ( we ) acknowledge and agree that my ( our ) funds transfer request shall be processed in accordance with and subject to the terms and cond... |
728 | Authorized Signature : 2nd Signature ( If Required ): Print Name / Title : Print Name / Title : Telephone # Telephone # | <response> Authorized Signature : 2nd Signature ( If Required ): Print Name / Title : Print Name / Title : Telephone # Telephone # </response> |
729 | 1 | <response> 1 </response> |
730 | -DOCSTART- | <response> -DOCSTART- </response> |
731 | Loan Agreement | <response> Loan Agreement </response> |
732 | This Loan Agreement ( this “ Agreement ”) is made and entered into by and between the parties listed below as of the 19th day of October , 2004 in Beijing : | <response> This Loan Agreement ( this “ Agreement ”) is made and entered into by and between the parties listed below as of the 19th day of October , 2004 in <location>Beijing</location> : </response> |
733 | ( 1 ) Lenovo - AsiaInfo Technologies , Inc . (“ Lender ”), a limited company duly organized and existing under the laws of the People ’ s Republic of China (“ PRC ” or “ China ”) with its address at 3 / F Zhongdian Information Tower , No . 6 Zhongguancun South Street , Haidian District , Beijing 100086 , P . R . | <response> ( 1 ) <organization>Lenovo - AsiaInfo Technologies</organization> , Inc . (“ <person>Lender</person> ”), a limited company duly organized and existing under the laws of the People ’ s Republic of <location>China</location> (“ PRC ” or “ <location>China</location> ”) with its address at <location>3 / F Zhongd... |
734 | China ; | <response> <location>China</location> ; </response> |
735 | ( 2 ) Bing Yu (“ Borrower ”), a citizen of China with Chinese identification No . | <response> ( 2 ) <person>Bing Yu</person> (“ <person>Borrower</person> ”), a citizen of <location>China</location> with <miscellaneous>Chinese</miscellaneous> identification No . </response> |
736 | : 110108650831235 , and an address at 1 - 4 - 48 , No . 1 Jinjia Village , Fengtai District , Beijing , P . R . China . | <response> : 110108650831235 , and an address at 1 - 4 - 48 , No . 1 <location>Jinjia Village</location> , <location>Fengtai District</location> , <location>Beijing</location> , P . R . <location>China</location> . </response> |
737 | Each of Lender and Borrower shall be hereinafter referred to as a “ Party ” respectively , and collectively , the “ Parties ”. | <response> Each of <person>Lender</person> and <person>Borrower</person> shall be hereinafter referred to as a “ Party ” respectively , and collectively , the “ Parties ”. </response> |
738 | Whereas , Lender intends to provide Borrower with a loan to be used under this Agreement . | <response> Whereas , <person>Lender</person> intends to provide <person>Borrower</person> with a loan to be used under this Agreement . </response> |
739 | To further clarify the rights and obligations of both Lender and Borrower , after friendly consultation , the Parties agree as follows : | <response> To further clarify the rights and obligations of both <person>Lender</person> and <person>Borrower</person> , after friendly consultation , the Parties agree as follows : </response> |
740 | 1 Loan | <response> 1 Loan </response> |
741 | 1 . 1 In accordance with the terms and conditions of this Agreement , Lender agrees to provide a loan in the amount of RMB6 , 000 , 000 . 00 ( the “ Loan ”) to Borrower . | <response> 1 . 1 In accordance with the terms and conditions of this Agreement , <person>Lender</person> agrees to provide a loan in the amount of RMB6 , 000 , 000 . 00 ( the “ Loan ”) to <person>Borrower</person> . </response> |
742 | The term of the Loan shall be ten years from the date of this Agreement , which may be extended upon mutual written consent of the Parties . | <response> The term of the Loan shall be ten years from the date of this Agreement , which may be extended upon mutual written consent of the Parties . </response> |
743 | During the term of the Loan or the extended term of the Loan , Borrower shall immediately repay the full amount of the Loan in the event any one or more of the following circumstances occur : | <response> During the term of the Loan or the extended term of the Loan , <person>Borrower</person> shall immediately repay the full amount of the Loan in the event any one or more of the following circumstances occur : </response> |
744 | 1 . 1 . 1 30 days elapse after the Borrower receives written notice from the Lender requesting repayment of the Loan ; | <response> 1 . 1 . 1 30 days elapse after the <person>Borrower</person> receives written notice from the <person>Lender</person> requesting repayment of the Loan ; </response> |
745 | 1 . 1 . 2 Borrower ’ s death , lack or limitation of civil capacity ; | <response> 1 . 1 . 2 <person>Borrower</person> ’ s death , lack or limitation of civil capacity ; </response> |
746 | 1 . 1 . 3 Borrower ceases ( for any reason ) to be an employee of Lender , Borrower Company ( as defined below ) or its affiliated entity ; | <response> 1 . 1 . 3 <person>Borrower</person> ceases ( for any reason ) to be an employee of <person>Lender</person> , <person>Borrower</person> Company ( as defined below ) or its affiliated entity ; </response> |
747 | 1 . 1 . 4 Borrower engages in criminal conduct or is involved in criminal activities ; | <response> 1 . 1 . 4 <person>Borrower</person> engages in criminal conduct or is involved in criminal activities ; </response> |
748 | 1 1 . 1 . 5 Any third party filed a claim against Borrower that exceeds RMB1 , 000 , 000 ; or | <response> 1 1 . 1 . 5 Any third party filed a claim against <person>Borrower</person> that exceeds RMB1 , 000 , 000 ; or </response> |
749 | 1 . 1 . 6 According to the applicable laws of China , foreign investors are permitted to invest in security service business in China with a controlling stake or in the form of wholly - foreign - owned enterprises , the relevant competent authorities of China begin to approve such investments , and Lender decides to ex... | <response> 1 . 1 . 6 According to the applicable laws of <location>China</location> , foreign investors are permitted to invest in security service business in <location>China</location> with a controlling stake or in the form of wholly - foreign - owned enterprises , the relevant competent authorities of <location>Chi... |
750 | 1 . 2 Lender agrees to remit the total amount under the Loan to the account designated by Borrower within 10 working days after receiving a written notification from the Borrower regarding the same , provided that all the conditions precedent in Section 2 are fulfilled . | <response> 1 . 2 <person>Lender</person> agrees to remit the total amount under the Loan to the account designated by <person>Borrower</person> within 10 working days after receiving a written notification from the <person>Borrower</person> regarding the same , provided that all the conditions precedent in Section 2 ar... |
751 | Borrower shall provide Lender with a written receipt for the Loan upon receiving the Loan . | <response> <person>Borrower</person> shall provide <person>Lender</person> with a written receipt for the Loan upon receiving the Loan . </response> |
752 | The Loan provided by Lender under this Agreement shall inure to Borrower ’ s benefit only and not to Borrower ’ s successors or assigns . | <response> The Loan provided by <person>Lender</person> under this Agreement shall inure to <person>Borrower</person> ’ s benefit only and not to <person>Borrower</person> ’ s successors or assigns . </response> |
753 | 1 . 3 Borrower agrees to accept the aforementioned Loan provided by Lender , and hereby agrees and warrants that the Loan shall be used solely to fund its contribution to the registered capital of [ Lenovo Security Technology Ltd . ( hereinafter the “ Borrower Company ”, a domestic - funded limited liability company in... | <response> 1 . 3 <person>Borrower</person> agrees to accept the aforementioned Loan provided by <person>Lender</person> , and hereby agrees and warrants that the Loan shall be used solely to fund its contribution to the registered capital of [ <organization>Lenovo Security Technology Ltd</organization> . ( hereinafter ... |
754 | Upon such contribution , Borrower shall own 25 % of the equity interests in Borrower Company ( the “ Borrower Equity Interest ”). | <response> Upon such contribution , <person>Borrower</person> shall own 25 % of the equity interests in <person>Borrower</person> Company ( the “ <person>Borrower</person> Equity Interest ”). </response> |
755 | Borrower agrees to secure registration of the Borrower Company within 10 working days after receiving the Loan , and provide Lender with copies of the registration documents at the government department for industry and commerce , business licenses , and articles of association . | <response> <person>Borrower</person> agrees to secure registration of the <person>Borrower</person> Company within 10 working days after receiving the Loan , and provide <person>Lender</person> with copies of the registration documents at the government department for industry and commerce , business licenses , and art... |
756 | Without Lender ’ s prior written consent , Borrower shall not use the Loan for any purpose other than as set forth herein . | <response> Without <person>Lender</person> ’ s prior written consent , <person>Borrower</person> shall not use the Loan for any purpose other than as set forth herein . </response> |
757 | 1 . 4 Lender and Borrower hereby agree and acknowledge that Borrower ’ s method of repayment may at Lender ’ s option take the form of Borrower ’ s transferring the Borrower Equity Interest to Lender or Lender ’ s designated person ( legal or natural person ) pursuant to the Lender ’ s exercise of its right to acquire ... | <response> 1 . 4 <person>Lender</person> and <person>Borrower</person> hereby agree and acknowledge that <person>Borrower</person> ’ s method of repayment may at <person>Lender</person> ’ s option take the form of <person>Borrower</person> ’ s transferring the <person>Borrower</person> Equity Interest to <person>Lender... |
758 | 1 . 5 Lender and Borrower hereby agree and acknowledge that any proceeds from the transfer of the Borrower Equity Interest ( to the extent permissible ) shall be used to repay the Loan to Lender , in accordance with this Agreement in the manner designated by Lender . | <response> 1 . 5 <person>Lender</person> and <person>Borrower</person> hereby agree and acknowledge that any proceeds from the transfer of the <person>Borrower</person> Equity Interest ( to the extent permissible ) shall be used to repay the Loan to <person>Lender</person> , in accordance with this Agreement in the man... |
759 | 2 1 . 6 Lender and Borrower hereby agree and acknowledge that to the extent permitted by applicable laws , Lender shall have the right but not the obligation to purchase or designate other persons ( legal or natural persons ) to purchase Borrower Equity Interest in part or in whole at any time , at the price stipulated... | <response> 2 1 . 6 <person>Lender</person> and <person>Borrower</person> hereby agree and acknowledge that to the extent permitted by applicable laws , <person>Lender</person> shall have the right but not the obligation to purchase or designate other persons ( legal or natural persons ) to purchase <person>Borrower</pe... |
760 | 1 . 7 Borrower also undertakes to execute an irrevocable Power of Attorney ( the “ Power of Attorney ”, referred to in Section 4 . 2 . 4 ), which authorizes a legal or natural person designated by Lender to exercise all of Borrower ’ s rights as a shareholder of Borrower Company . | <response> 1 . 7 <person>Borrower</person> also undertakes to execute an irrevocable Power of Attorney ( the “ Power of Attorney ”, referred to in Section 4 . 2 . 4 ), which authorizes a legal or natural person designated by <person>Lender</person> to exercise all of <person>Borrower</person> ’ s rights as a shareholde... |
761 | 1 . 8 When Borrower transfers Borrower Equity Interest to Lender or Lender ’ s designated person , in the event that the transfer price of such equity interest equals or is lower than the principal of the Loan under this Agreement , the Loan under this Agreement shall be deemed an interest - free loan . | <response> 1 . 8 When <person>Borrower</person> transfers <person>Borrower</person> Equity Interest to <person>Lender</person> or <person>Lender</person> ’ s designated person , in the event that the transfer price of such equity interest equals or is lower than the principal of the Loan under this Agreement , the Loan... |
762 | In the event that the transfer price of such equity interest exceeds the principal of the Loan under this Agreement , the excess over the principal shall be deemed the interest of the Loan under this Agreement payable by Borrower to Lender . | <response> In the event that the transfer price of such equity interest exceeds the principal of the Loan under this Agreement , the excess over the principal shall be deemed the interest of the Loan under this Agreement payable by <person>Borrower</person> to <person>Lender</person> . </response> |
763 | 2 Conditions Precedent | <response> 2 Conditions Precedent </response> |
764 | The obligation of Lender to provide the Loan to Borrower contemplated in Section 1 . 1 shall be subject to the satisfaction of the following conditions , unless waived in writing by Lender . | <response> The obligation of <person>Lender</person> to provide the Loan to <person>Borrower</person> contemplated in Section 1 . 1 shall be subject to the satisfaction of the following conditions , unless waived in writing by <person>Lender</person> . </response> |
765 | 2 . 1 Lender receives the written notification for drawdown under the Loan sent by Borrower according to Section 1 . 2 . | <response> 2 . 1 <person>Lender</person> receives the written notification for drawdown under the Loan sent by <person>Borrower</person> according to Section 1 . 2 . </response> |
766 | 2 . 2 All the representations and warranties by Borrower in Section 3 . 2 are true , complete , correct and not misleading . | <response> 2 . 2 All the representations and warranties by <person>Borrower</person> in Section 3 . 2 are true , complete , correct and not misleading . </response> |
767 | 2 . 3 Borrower has not violated the covenants in Section 4 of this Agreement , and no event which may affect Borrower ’ s performance of its obligations under this Agreement has occurred or is expected to occur . | <response> 2 . 3 <person>Borrower</person> has not violated the covenants in Section 4 of this Agreement , and no event which may affect <person>Borrower</person> ’ s performance of its obligations under this Agreement has occurred or is expected to occur . </response> |
768 | 3 Representations and Warranties | <response> 3 Representations and Warranties </response> |
769 | 3 . 1 Between the date of this Agreement and the date of termination of this Agreement , Lender hereby makes the following representations and warranties to Borrower : | <response> 3 . 1 Between the date of this Agreement and the date of termination of this Agreement , <person>Lender</person> hereby makes the following representations and warranties to <person>Borrower</person> : </response> |
770 | 3 . 1 . 1 Lender is a company duly organized and legally existing in accordance with the laws of China ; | <response> 3 . 1 . 1 <person>Lender</person> is a company duly organized and legally existing in accordance with the laws of <location>China</location> ; </response> |
771 | 3 3 . 1 . 2 Lender has the legal capacity to execute and perform this Agreement . | <response> 3 3 . 1 . 2 <person>Lender</person> has the legal capacity to execute and perform this Agreement . </response> |
772 | The execution and performance by Lender of this Agreement is consistent with Lender ’ s scope of business and the provisions of Lender ’ s corporate bylaws and other organizational documents , and Lender has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreeme... | <response> The execution and performance by <person>Lender</person> of this Agreement is consistent with <person>Lender</person> ’ s scope of business and the provisions of <person>Lender</person> ’ s corporate bylaws and other organizational documents , and <person>Lender</person> has obtained all necessary and proper... |
773 | 3 . 1 . 3 This Agreement constitutes Lender ’ s legal , valid and binding obligations , enforceable in accordance with its terms . | <response> 3 . 1 . 3 This Agreement constitutes <person>Lender</person> ’ s legal , valid and binding obligations , enforceable in accordance with its terms . </response> |
774 | 3 . 2 Between the date of this Agreement and the date of termination of this Agreement , Borrower hereby makes the following representations and warranties : | <response> 3 . 2 Between the date of this Agreement and the date of termination of this Agreement , <person>Borrower</person> hereby makes the following representations and warranties : </response> |
775 | 3 . 2 . 1 Borrower has the legal capacity to execute and perform this Agreement . | <response> 3 . 2 . 1 <person>Borrower</person> has the legal capacity to execute and perform this Agreement . </response> |
776 | Borrower has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ; | <response> <person>Borrower</person> has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement ; </response> |
777 | 3 . 2 . 2 This Agreement constitutes Borrower ’ s legal , valid and binding obligations enforceable in accordance with its terms ; and | <response> 3 . 2 . 2 This Agreement constitutes <person>Borrower</person> ’ s legal , valid and binding obligations enforceable in accordance with its terms ; and </response> |
778 | 3 . 2 . 3 There are no disputes , litigation , arbitrations , administrative proceedings or any other legal proceedings relating to Borrower , nor are there any potential disputes , litigations , arbitrations , administrative proceedings or any other legal proceedings relating to Borrower . | <response> 3 . 2 . 3 There are no disputes , litigation , arbitrations , administrative proceedings or any other legal proceedings relating to <person>Borrower</person> , nor are there any potential disputes , litigations , arbitrations , administrative proceedings or any other legal proceedings relating to <person>Bor... |
779 | 4 Borrower ’ s Covenants | <response> 4 <person>Borrower</person> ’ s Covenants </response> |
780 | 4 . 1 As a shareholder of Borrower Company , Borrower covenants that during the term of this Agreement , Borrower shall cause Borrower Company : | <response> 4 . 1 As a shareholder of <person>Borrower</person> Company , <person>Borrower</person> covenants that during the term of this Agreement , <person>Borrower</person> shall cause <person>Borrower</person> Company : </response> |
781 | 4 . 1 . 1 to execute the Exclusive Option Agreement with Borrower and Lender , under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest ; to execute an Exclusive Business Cooperation Agreement (“ Exclusive Business Cooperation Agreement ”) with Lender ( or ... | <response> 4 . 1 . 1 to execute the Exclusive Option Agreement with <person>Borrower</person> and <person>Lender</person> , under which <person>Borrower</person> shall irrevocably grant <person>Lender</person> an exclusive option to purchase all of the <person>Borrower</person> Equity Interest ; to execute an Exclusive... |
782 | 4 4 . 1 . 2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement , and to refrain from any action or omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement ; | <response> 4 4 . 1 . 2 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement , and to refrain from any action or omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreeme... |
783 | 4 . 1 . 3 at the request of Lender ( or a party designated by Lender ), to execute contracts or agreements on business cooperation with Lender ( or a party designated by Lender ), and to strictly abide by such contracts or agreements ; | <response> 4 . 1 . 3 at the request of <person>Lender</person> ( or a party designated by <person>Lender</person> ), to execute contracts or agreements on business cooperation with <person>Lender</person> ( or a party designated by <person>Lender</person> ), and to strictly abide by such contracts or agreements ; </res... |
784 | 4 . 1 . 4 without Lender ’ s prior written consent , not to supplement , change or amend its articles of association in any manner , increase or decrease its registered capital or change its share capital structure in any manner ; | <response> 4 . 1 . 4 without <person>Lender</person> ’ s prior written consent , not to supplement , change or amend its articles of association in any manner , increase or decrease its registered capital or change its share capital structure in any manner ; </response> |
785 | 4 . 1 . 5 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs ; | <response> 4 . 1 . 5 to maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs ; </response> |
786 | 4 . 1 . 6 without Lender ’ s prior written consent , not to sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets , business or revenue at any time from the date of this Agreement , or permit the encumbrance of any other security interest thereon ; | <response> 4 . 1 . 6 without <person>Lender</person> ’ s prior written consent , not to sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in any of its assets , business or revenue at any time from the date of this Agreement , or permit the encumbrance of any other security i... |
787 | 4 . 1 . 7 without Lender ’ s prior written consent , not to incur , inherit , guarantee or otherwise allow for the existence of any debt , except for ( i ) debt incurred in the ordinary course of business other than through loans ; and ( ii ) debt already disclosed to Lender for which Lender ’ s written consent has bee... | <response> 4 . 1 . 7 without <person>Lender</person> ’ s prior written consent , not to incur , inherit , guarantee or otherwise allow for the existence of any debt , except for ( i ) debt incurred in the ordinary course of business other than through loans ; and ( ii ) debt already disclosed to <person>Lender</person>... |
788 | 4 . 1 . 8 to operate its business in the ordinary course and to maintain the value of its assets ; | <response> 4 . 1 . 8 to operate its business in the ordinary course and to maintain the value of its assets ; </response> |
789 | 4 . 1 . 9 without the prior written consent of Lender , not to execute any major contract , except for contracts in the ordinary course of business ( for purpose of this subsection , a contract with a value exceeding RMB100 , 000 shall be deemed a major contract ); | <response> 4 . 1 . 9 without the prior written consent of <person>Lender</person> , not to execute any major contract , except for contracts in the ordinary course of business ( for purpose of this subsection , a contract with a value exceeding RMB100 , 000 shall be deemed a major contract ); </response> |
790 | 4 . 1 . 10 without the prior written consent of Lender , not to provide any person with any loan or credit ; | <response> 4 . 1 . 10 without the prior written consent of <person>Lender</person> , not to provide any person with any loan or credit ; </response> |
791 | 4 . 1 . 11 without the prior written consent of Lender , not to merge , consolidate with , acquire , or invest in any person ; | <response> 4 . 1 . 11 without the prior written consent of <person>Lender</person> , not to merge , consolidate with , acquire , or invest in any person ; </response> |
792 | 4 . 1 . 12 to maintain the ownership of all of its assets , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims ; | <response> 4 . 1 . 12 to maintain the ownership of all of its assets , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims ; </response> |
793 | 5 4 . 1 . 13 without the prior written consent of Lender or unless requested by Lender , not to distribute dividends to shareholders ; | <response> 5 4 . 1 . 13 without the prior written consent of <person>Lender</person> or unless requested by <person>Lender</person> , not to distribute dividends to shareholders ; </response> |
794 | 4 . 1 . 14 to provide Lender with all of the information on Borrower Company ’ s business operations and financial condition at Lender ’ s request ; | <response> 4 . 1 . 14 to provide <person>Lender</person> with all of the information on <person>Borrower</person> Company ’ s business operations and financial condition at <person>Lender</person> ’ s request ; </response> |
795 | 4 . 1 . 15 to immediately notify Lender of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to Borrower Company ’ s assets , business or income ; | <response> 4 . 1 . 15 to immediately notify <person>Lender</person> of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to <person>Borrower</person> Company ’ s assets , business or income ; </response> |
796 | 4 . 1 . 16 at the request of Lender , to appoint any persons designated by Lender as directors of Borrower Company . | <response> 4 . 1 . 16 at the request of <person>Lender</person> , to appoint any persons designated by <person>Lender</person> as directors of <person>Borrower</person> Company . </response> |
797 | 4 . 2 Borrower covenants that during the term of this Agreement , he shall : | <response> 4 . 2 <person>Borrower</person> covenants that during the term of this Agreement , he shall : </response> |
798 | 4 . 2 . 1 ensure that Borrower Company shall be set up within 20 working days after receiving the Loan , according to the laws of China , and take all steps necessary to ensure that Borrower Company maintains its legal existence according to the laws of China ; Borrower Company shall be a limited liability company with... | <response> 4 . 2 . 1 ensure that <person>Borrower</person> Company shall be set up within 20 working days after receiving the Loan , according to the laws of <location>China</location> , and take all steps necessary to ensure that <person>Borrower</person> Company maintains its legal existence according to the laws of ... |
799 | 4 . 2 . 2 pay its contribution of 25 % of the registered capital of Borrower Company in full in accordance with the laws of China , and provide Lender with the business license and a capital contribution verification report regarding paid - in capital contributions from a qualified accounting firm ; | <response> 4 . 2 . 2 pay its contribution of 25 % of the registered capital of <person>Borrower</person> Company in full in accordance with the laws of <location>China</location> , and provide <person>Lender</person> with the business license and a capital contribution verification report regarding paid - in capital co... |
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