2024年2月22日发(作者:2021最强电视盒子)
Letter of Guarantee保证书 -
WHEREAS:
1. In accordance with the Administrative Regulations for
Corporate Bonds , and approved by the State Planning and
Development Commission (Approval No. _________), the bond
issuer, CCC Company Limited (the Issuer ), issued _________ of
AAA Bond, _________(YEAR) due in _________(YEAR) (the
Bonds
2. The aforesaid bond issue is guaranteed by BBB Limited, a
company and subsisting legal entity established in accordance with
relevant laws of Hong Kong Special Administrative Region of the
People’s Republic of China ( China, Hong Kong ), which has the
legal right to provide guarantee for the Bonds issued in accordance
with Administrative Regulations for Corporate Bonds and Guarantee
Law of the People’s Republic of China and other relevant laws and
regulations, and issued a joint and irrevocable guarantee for the
performance of the Bonds (the Guarantee Letter from BBB Limited
for CCC Company Limited
3. AAA Corporation is a legal entity under the laws of the
People’s Republic of China, which has the legal right to provide
guarantee in accordance with Guarantee Law of the People’s
Republic of China and other relevant laws and regulations;
4. Upon the issuance of this Letter of Guarantee, AAA
Corporation has undergone fair disclosure of relevant information in
accordance with laws of the People’s Republic of China, and has the
ability to fulfill the obligations of this Letter of Guarantee.
In accordance with obligations set in the Guarantee Letter from
BBB Limited for CCC Company Limited , AAA Corporation hereby
undertakes an unconditional and irrevocable guarantee for the due
performance of the Bonds:
1. Scope of Guarantee
The scope of guarantee of AAA Corporation is: obligations
undertook by BBB Limited for the issuance and repayment of the
Bonds in accordance with the Guarantee Letter from BBB Limited
for CCC Company Limited .
2. Way of Guarantee
AAA Corporation undertakes a joint guarantee for the
performance of the Bonds.
3. Undertaking of Obligations of Guarantee
Within the period of guarantee set in article 4 hereunder, if the
Issuer, CCC Company Limited, is unable to pay the principal and
any interest of the Bonds that are due and payable in accordance
with the issue terms and conditions of the Articles of Issuance of
AAA Bond, _________(YEAR) set for the issuance of the Bonds
and approved by the State Planning and Development Commission;
and BBB Limited is unable to perform its guaranteed obligations for
the Bonds, AAA Corporation shall undertake the obligations in
accordance with relevant laws, regulations and articles of this Letter
of Guarantee.
After AAA Corporation performed its obligations as set in this
Letter of Guarantee, BBB Limited shall recourse the Issuer by all
necessary means, AAA Corporation has the right of priority for
repayment over amount of money recourse by BBB Limited from
the Issuer or other assets.
AAA Corporation has the right to recourse directly from BBB
Limited and the Issuer whenever deems fit.
4. Period of Guarantee
The period of guarantee of AAA Corporation is the same as the
period of guarantee of BBB Limited as set in the Guarantee Letter
from BBB Limited for CCC Company Limited , i.e., from the first
interest payment date of the Bonds to one day before the expiry date
of the Bonds in the next calendar year. Not asking AAA Corporation
to perform its obligations during this period by BBB Limited will
deem as waiver of the obligations of AAA Corporation.
5. Disclosure of Information
AAA Corporation shall disclose related information in
accordance with legal requirements of the People’s Republic of
China.
6. Governing Law
AAA Corporation hereby confirms, this Letter of Guarantee
shall be governed by, and construed in accordance with, the laws of
the People’s Republic of China.
7. Amendment of Issuing Terms of the Bonds
Application for amendments of interest rate, period, payments
for principal and interest of the Bonds from the Issuer must have
prior written approval from AAA Corporation. Upon approval of
amendments by related state authorities, AAA Corporation will
continue to undertake the obligations of this Letter of Guarantee.
8. Commencement Date of this Letter of Guarantee
Upon approval from related regulatory authorities, this Letter of
Guarantee will be effective from the date of issuance of the Bonds. If
the Bonds are not issued within six months after the execution of this
Letter of Guarantee, this Letter of Guarantee will automatically be
revoked. Unless expressly aforementioned in this article, this Letter
of Guarantee shall not be amended or revoked during the period of
guarantee specified in article 4 herein.
Letter of Understanding谅解协议 -
This Letter of Understanding is by and between AAA, Inc., an
_________(Placename) Corporation (AAA) and BBB Corporation,
an _________(Placename) Corporation (BBB).
WHEREAS, AAA is in the electronic publishing business and
BBB is in the electronic conversion business;
WHEREAS, AAA is in need of converting approximately 1.4
billion characters of data over the next 6-month period and BBB is
capable and ready to perform said conversion;
IT IS THEREFORE AGREED AS FOLLOWS:
That this Letter of Understanding will set forth the general
Agreement by and between AAA and BBB as to the terms and
conditions that shall hereinafter be set forth at a later date in an
Agreement between the two companies.
Confidential treatment has been requested for portions of this
exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as *. A complete
version of this exhibit has been filed separately with the Securities
and Exchange Commission.
1. AAA shall immediately ship Raw Materials amounting to
approximately 1.4 billion characters to BBB comprising of the State
of Ohio.
2. AAA shall send a check in the amount of * to BBB
representing a deposit of approximately 20% of the anticipated cost
of the project.
3. BBB shall accept said shipment in _________(Placename)
and send the same to its conversion facility in
_________(PLACENAME). Both AAA and BBB shall share equally
the cost of the shipment of the Raw Materials to
_________(PLACENAME).
4. BBB shall convert Raw Materials into Electronic Materials
and return the same to AAA on CD-ROM approximately every
week.
5. BBB warrants and represents that the Quality Standards of
the Electronic Materials shall be accurate to within 99.995% of the
raw Materials as defined by Measured Quality Standards.
6. AAA shall have up to 15 days to check the Quality Standards
of the Electronic Materials. If AAA notifies BBB within those 15
days that Quality Standards are not been met, BBB shall have 15
days to correct the Electronic Materials. If AAA does not notify
BBB within 15 days that Quality Standards have not been met, then
and in that event it shall be deemed that the Electronic Materials
have met Quality Standards. If BBB fails to meet the Quality
Standards on more than 4 occasions, AAA shall have the right to
cancel the Agreement and receive a refund on any monies remaining
from its * deposit.
7. BBB shall send an invoice to AAA along with every
shipment of the Electronic Materials in which the amount of the
invoice shall equal * of Electronic Materials converted. Within 15
days if Quality Standards have been met, AAA shall pay 80% of the
invoice amount and the remaining 20% shall be taken from the
deposit monies already paid by AAA.
8. It is contemplated between the parties that BBB will deliver
approximately 75 million characters in the first month after receiving
the Raw Materials in _________(PLACENAME). In the second
month, approximately 350 million characters will be converted and
400 million in the third month. Thereafter BBB warrants that it shall
convert and sent a minimum of 360 million characters each month
with the goal of 400 million characters per month. If and in the event
that BBB fails to send at least 360 million characters in month four
of this Agreement, BBB shall have 15 additional days to meet this
minimum requirement. If BBB fails to deliver the minimum
requirement after the 15-day period, then and in that event a penalty
shall be deducted from the invoice for that particular month in the
amount of * that should have been converted if BBB had met its
goal. If AAA needs other Raw Material conversions after the State of
Ohio is finished, BBB shall be given a one-month grace period prior
to the enforcement of these late delivery penalties.
9. The following are definitions of previously mentioned terms:
Raw Materials Raw Materials shall be understood to mean
that materials used for conversion into an electronic format. Raw
Materials shall generally consist of legal materials or legally related
materials. Raw Materials can be in the form of print which are
usually contained within a compiled format and bound together, in
the form of both soft and hard bound books, pamphlets, folders, and
the like.
Electronic Materials - Electronic Materials shall be understood
to mean Raw Materials that have been keyed (or otherwise
converted); formatted in accordance with specified requirements;
and supplied with all appropriate Coding Information and Emphasis
Tags as specified by AAA.
Quality Standards - Quality Standards shall mean Electronic
Materials that are accurately converted to Ninety-Nine and Nine
Hundred Ninety Five Percent (99.995%) of the Raw Materials.
Measured Quality Standards - Measured Quality Standards is
the method used to determine Quality Standards. Upon the receipt of
Electronic Materials sent by BBB to AAA, AAA shall select a 100
page continuous block of information (or as many 100 page blocks
as AAA desires) and compare the Raw Materials to the Electronic
Materials. Accuracy of the conversion is checked by counting the
total number of characters within said 100 page block(s) and the
number of occurrences where the Raw Materials do not match the
Electronic Materials. The total characters contained within a given
100 page block of Electronic Materials minus the total characters of
Electronic Materials converted incorrectly within such block(s)
divided by the total characters contained within such 100 page
block(s) (and expressed as a percentage by multiplying by 100) shall
be the formula used to determine the Quality Standard. The results of
the quality check shall be immediately sent to BBB if the materials
do not meet Quality Standards. BBB shall then check its copy of the
Electronic Materials to ascertain the veracity of said quality check. It
is understood by both BBB and AAA, that the accuracy level of any
100 page block so chosen by AAA, shall be deemed to be that of the
entire amount of Electronic Materials for that project.
It is understood between the parties that when Measured
Quality Standards are being determined, any character which is
emphasized or effected by an emphasis tag (SGML character), is in
fact emphasized or affected in a manner not consistent with the Raw
Materials, then and in that event, all characters contained within the
emphasized or affected characters shall be deemed not to be
accurately converted. It is also understood that when a character or
characters are emphasized or affected in the Raw Materials but not
so affected or emphasized in the Electronic Materials, then and in
that event, all characters that should have been emphasized or
affected in the Electronic Materials shall be deemed not to be
accurately converted.
Signed
to and agreed by the parties
_________,_________,_________(M,D,Y).
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