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SEC Filings

SC 13D
TOP FORTUNE WIN LTD. filed this Form SC 13D on 04/05/2018
Entire Document


similar Laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law);


(f)            the Obligations hereunder (subject to the Cap) do not exceed the maximum amount that the Guarantee is permitted to invest in or pay with respect to any one portfolio investment pursuant to the terms of its constituent documents or otherwise; and


(g)           the Guarantor has and will have for so long as this Limited Guarantee shall remain in effect in accordance with Section 8 the financial capacity to timely pay and perform its obligations under and in accordance this Limited Guarantee, and all funds necessary for the Guarantor to timely pay and perform its obligations under this Limited Guarantee shall be available to the Guarantor (or its permitted assignees pursuant to Section 6) for so long as this Limited Guarantee shall remain in effect in accordance with Section 8.


6.             NO ASSIGNMENT.


Neither the Guarantor nor the Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other person (except by operation of law), in whole or in part, without the prior written consent of the other party hereto (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Guarantor may assign or delegate all or part of its rights, interests and obligations hereunder without the prior consent of the Guaranteed Party, to (a) any Other Guarantor or Affiliate of the Guarantor (including any other investment fund or investment vehicle advised or managed by an Affiliate of the Guarantor or any other investment fund or investment vehicle that is a limited partner of the Guarantor or an Affiliate of the Guarantor) or (b) any other transferee with respect to whom the Guarantor has furnished information to the Guaranteed Party verifying, to the reasonable satisfaction of the Guaranteed Party (to be evidenced by the written agreement of the Guaranteed Party), the identity, good standing and creditworthiness of such transferee; provided, further, that such Other Guarantor, Affiliate of the Guarantor or other transferee has certified in writing to the Guaranteed Party prior to such assignment that it agrees to accept and undertake any and all assigned obligations hereunder and that it is capable of (x) making the representations and warranties set forth in Section 5 and (y) performing all of its obligations hereunder, but notwithstanding the foregoing, in the case of either (a) or (b) above, no such assignment or delegation shall relieve the Guarantor of any of its obligations hereunder, except to the extent actually performed or satisfied by the transferee. Any attempted assignment in violation of this Section 6 shall be null and void.


7.             NOTICES.


All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Merger Agreement (and shall be deemed given as specified therein), as follows:


if to the Guarantor:


Room 2901, Block A1

No. 957 East Binjiang Road

Guangzhou, China

Facsimile: +86 20 3430 5430



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