护士节演讲诗歌
护士之捧起我青春的誓言,前行!
曾经纯真、美丽的花季
我捧起我的青春,
沐浴庄严圣洁的洗礼。
我知道,
我不是纯白的天使,
也不是普度众生的救世主。
从此,
就用我纤弱的双臂,
书写生命的传奇!
多少次命悬一线的紧张,
我捧起橘红的烛光,
为流浪的灵魂把回家的路照亮!
我知道
我没有宽阔的臂膀,
也不是伶牙俐齿的百灵鸟。
守望
我站在雾迷的津渡,
为每段迷失的生命导航!
听,多少阴阳相隔的痛哭!
看,多少贫穷无助的背影,
那失去儿女的爹娘;那失去爹娘的儿女
那失去丈夫的妻子;那失去妻子的丈夫
我拿什么抚慰你凄冷的心房?
我捧起我暖融融的心语,
默默的祈祷、祝福!
是的,
既然选择了地平线,留给世界的就只有背影
既然选择了这身洁白,就要守住使命的蓝天
既然是沉默的羔羊,就不去唱夜莺的笙歌。
我愿意
用我的信念支撑起每一份生命的感动!
我愿意
捧起我青春的誓言,前行!
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篇1:学校诗歌比赛活动方案
为落实《__市教育局关于__学年全市中小学校开展系列阅读活动的通知》,进一步提升我市阅读活动的成效,提高中小学生的写作水平和语文素养,丰富校园文化生活,推进“书香校园”建设,决定举办全市中小学生作文竞赛活动。
一、活动主题
读写相生,提升素养
二、参赛对象
全市六年级、八年级、高二年级学生
三、竞赛实施程序
(一)预赛
10月20日前为预赛阶段,由各中心校、市直学校自行命题、自行组织,可以命题或半命题,也可以是材料作文。决赛由市教研室统一命题。
(二)决赛
1.名额分配
各中心校、市直学校按分配名额(见附件1)选拔学生参加决赛,将学生考号按要求填入表中。在10月25日前将决赛报名表(见附表2)纸质稿上报市教研室236房间,电子稿发送到市教研室邮箱__。
2.时间和地点
决赛时间:10月30日
写作时间:10:00—11:00,共60分钟
决赛地点:各单位自行安排,保证学生安全及比赛公正。
3.作文试卷及题目
试卷统一印制,各单位于10月29日下午3点到市教研室236房间领取。
题目在10月30日9:40通过微信和校讯通发送,各单位于考试前十分钟通知到相关考场。
4.试卷运送
各单位务必在赛后将试卷装袋,袋上标明单位、学段,于10月30日下午3:30前将试卷送到市教研室236房间。
四、答卷要求
答卷前由监考教师将条形码贴在指定位置,要求必须用黑色水笔或钢笔。参赛选手必须遵守竞赛规则,作文中不得出现本人相关真实信息。
五、评卷
由市教研室组织评委进行网上评阅。评分标准见附件3。
六、奖项设置
各年级分别设学生一、二、三等奖,一等奖设优秀辅导教师奖,依据组织参赛情况设优秀组织奖。
七、要求
1.各单位要高度重视本次竞赛活动,积极指导学生参加。
2.各单位要精心组织预赛、决赛,做好相关工作,确保公平、公正。
3.倡导各参赛年级教师与学生同写作文,以增强写作指导的有效性。
4.竞赛活动方案
活动口号:
“集百家之长,会我班风采!”
活动目的:
作为21世纪的大学生,我们更应该用各种知识来武装自己的头脑。为了丰富大学文化生活,促进班级精神文明建设,提高班级同学的素质,展现电气学子的风采,特策划举办百科知识竞赛活动。
活动策划人:
活动时间:
20__年11月
活动地点:
3号教学楼211教室
活动对象:
物理与电子工程学院电气全体学生
活动准备:
1.提前将全班同学分为三队,每对14人,并选出队长。
2.在每队中选出2名同学分别作为计分人员(3名)和计时人员(3名)。
3.将班长和副班长及一名同学作为监督人员,并维持班上的纪律问题。
活动形式:本活动分为三个阶段
第一阶段:选择题抢答(共50题,每题答对得3分,答错扣2分)(共150分)
第二阶段:判断题抢答(共50题,每题答对得3分,答错扣2分)(共150分)
第三阶段:问答题抢答(共30题,每题答对得5分,答错扣3分)(共150分)
活动流程:
一,由活动策划人进行宣布活动内容和要求。
二,由每对阐述自己队的队名和口号。
三,宣布活动开始。
四,由策划人开始读题,进行第一阶段比赛,同时计分人员和计时人员开始工作。
五,第一阶段完后,由策划人总结第一阶段的每对得分情况,并进行下一阶段竞赛。
六,由策划人开始读题,进行第二阶段比赛,同时计分人员和计时人员开始工作。
七,第二阶段完后,由策划人总结第二阶段的每对得分情况,并进行下一阶段竞赛。
八,由策划人开始读题,进行第三阶段比赛,同时计分人员和计时人员开始工作。
九,第三阶段完后,由策划人总结三个阶段的每对总分情况。
十,将进行评出优秀队和每对的优秀个人,并给予奖励。
十一,由班长对本次活动进行点评及总结。
十二,由策划人宣布本次活动结束。
注意事项:
1.答题开始抢答时,要“举手+报告,并站起来回答”,答题时其他人不得喧哗
2.计时人员和计分人员要公平和公正
3.本活动将进行2个多小时
篇2:实习证明英文版_实习证明_网
英文实习证明(一)
Internship Certificate example
Human Resource Operations
Date: April 21, 2019
TO WHOM IT MAY CONCERN
This is to certify that Miss has completed her Internship in (organizational Name)’s Finance Department starting from January 28, 2019 to March 28, 2019.
Her duties included
• Checking the Credit Files and preparation of disbursement cheques for different Departments
• Monthly Bank Reconciliations of Loan Accounts
• Vouchers entry in MIS.
During her stay we found her hard-working with an aptitude for learning and ability to grasp diverse concepts quickly. She possesses a strong analytical sense, decision making ability and proved herself a team player.
We wish her best of luck for future endeavors.
Manager HR & Administration
实习证明模版(二)
Practice Certificate
It is certified that finished her/his one-month practice from to in our 办(是什么?)。During the time, he/she worked hard and had a good performance.He/She kept improving his/her study in specialty and theory.On dealing with his/her work, he/she was strict with himself/herself, concerned about all the others and doing well in all his/her work. Now the practice is over.
This is our Practice Certificate
province**办 ( stamp)
实习证明
兹有 学校 同学于 年 月 日至 年 月 日在 在我办为期一月的寒假实习。期间,工作积极,成绩突出
该同学不断加强专业知识和理论知识的学习,工作中,严格要求自己,关心集体,较好地完成了各项工作,现已结束。
特此证明。
xx省xx办(实习单位盖章)
篇3:贷款合同书英文版_合同范本
欢迎借鉴与参考文章《贷款合同书(英文版)》,请看下文的详细内容。
This LOAN AGREEMENT, dated as of the later of the two signature dates below, is made by and among AAA CORPORATION ("AAA"), a _________(PLACENAME) Corporation, _________(address) ("Lender"), and BBB CORPORATION ("BBB"), a _________(PLACENAME) corporation, _________(address) ("Borrower").
RECITALS
A. Borrower develops and markets computer software products, including without limitation a "search engine" software for searching and indexing information accessible through the Internet.
B. Lender develops, manufactures, distributes and markets computer software products and services.
C. Borrower and Lender desire to enter into a business relationship pursuant to which, among other things, (i) Borrower would (a) develop software for Lender to implement desired features for a Lender search engine, (b) provide search results for Lender using Borrowers search engine customized with, among other elements, the features developed for Lender, (c) provide software hosting and maintenance services for Lenders benefit, and (d) purchase additional hardware and software necessary or desirable to service Lenders needs, and (ii) Lender would make certain payments to Borrower, and provide loans to Borrower to facilitate Borrowers purchase of additional hardware and software necessary or desirable to service Lenders needs.
D. This Loan Agreement and a Security Agreement between the parties of even date, are intended to set forth the terms and conditions applicable to the loan aspects of such business relationship.
NOW THEREFORE, for and in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
AGREEMENTS
1. Loan to Borrower. Pursuant to the terms and conditions of that certain Software Hosting Agreement between Borrower and Lender of even date herewith (the "Hosting Agreement"), Borrower may be required, after consultation with and approval by Lender, to purchase additional Hosting Servers, as that term is defined in the Hosting Agreement. Subject to the terms and conditions of this Agreement, Lender shall from time to time make advances ("Advances") to Borrower during the period from the date hereof until the termination of this Agreement. In no event shall Lender have any obligation to make Advances to Borrower following the occurrence of any Event of Default as defined in section 11 of this Agreement.
A. Advances. Advances shall be made only in amounts separately agreed between Lender and Borrower to be sufficient to purchase the additional Hosting Servers required by Lender. Each such Advance shall be evidenced by a promissory note (the "Promissory Note") with a term of [*] ([*]) [*] in substantially the form of the sample note attached hereto as Exhibit A. The terms of all such Promissory Notes are by this reference incorporated in this Agreement. The proceeds of each Advance shall only be used by Borrower to purchase the additional Hosting Servers for which that Advance is made.
B. Persons Authorized. Lender is hereby authorized by Borrower to make Advances only upon the written requests (including requests made by telex, telegraph or facsimile), of any one of the following persons (the "Responsible Officers" and each a "Responsible Officer"): Dave Peterschmidt, Jerry Kennelly and Randy Gottfried; each of whom is and shall be authorized to request Advances and direct the disposition of any Advance until written notice by Borrower of the revocation of such authority is received by Lender. Any Advance shall be conclusively presumed to have been made to or for the benefit of Borrower when made in accordance with such a request. Requests for Advances shall be on the Borrowing Notice form attached hereto as Exhibit B. Any such Borrowing Notice shall be directed to the following Lender representative (or such other person as Lender may direct from time to time) for approval prior to disbursement: Shirish Nadkarni.
C. Assumption of Risk. It is important to Borrower that Borrower have the privilege of making requests for Advances by e mail, telex, telegraph or facsimile. Therefore, to induce Lender to lend funds in response to such requests, and in consideration for Lenders agreement to receive and consider such requests, BORROWER ASSUMES ALL RISK OF THE VALIDITY, AUTHENTICITY AND AUTHORIZATION OF SUCH REQUESTS, WHETHER OR NOT THE INDIVIDUAL MAKING SUCH REQUEST HAS AUTHORITY IN FACT TO REQUEST ADVANCES ON BEHALF OF BORROWER. UNLESS AN UNAUTHORIZED OR INVALID ADVANCE IS MADE AS A RESULT OF GROSS NEGLIGENCE ON THE PART OF LENDER, LENDER SHALL NOT BE RESPONSIBLE, UNDER PRINCIPLES OF CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS SUSTAINED BY BORROWER RESULTING FROM ANY UNAUTHORIZED OR INVALID ADVANCE, INCLUDING, BUT NOT LIMITED TO, THE AMOUNT OF ANY ADVANCE. Borrower agrees to repay any sums, with interest as provided herein, that Lender so advances. Borrower agrees to give Lender prompt written confirmation of all e mail, telex, telegraph or facsimile requests for Advances; but Borrowers failure to do so, or the failure of such confirmation to reach Lender, shall not affect Borrowers assumption of the risk with respect to such Advance or reduce in any way the obligation of Borrower to repay with interest all amounts theretofore or thereafter advanced by Lender pursuant thereto.
D. Request for Advance. Each request for an Advance shall set forth the amount of such Advance and the date such Advance is to be made, such request to be received by Lender by 9:30 a.m., _________(PLACENAME), WA, USA time ten (10) full business days before such Advance is to be made. Any proposed Advance shall be made and effected only on a business day and may be disbursed only after a separate Promissory Note for such Advance is properly executed by Borrower, and delivered to and accepted by Lender. If the date of the proposed Advance is not a business day, such Advance shall be effected on the next succeeding business day. Each request for an Advance shall be irrevocable and binding on Borrower.
E. Disbursement of Advances. Advances made and effected by Lender shall be disbursed by wire transfer in immediately available funds to the depository account set forth in Exhibit E hereto, or such other account as Borrower may designate from time to time by written notice to Lender signed by a Responsible Officer.
2. Term and Termination. This Agreement shall terminate upon the termination of the Hosting Agreement ("Maturity Date"); provided that all rights and remedies to which Lender is entitled under this Agreement and at law shall survive any such termination of the Agreement until all amounts advanced or otherwise due Lender under this Agreement have been repaid or otherwise satisfied according to the terms of this Agreement.
3. Interest. The outstanding principal balance of the Loan shall bear interest at the lowest appropriate applicable federal rate, as determined by AAA, when each Promissory Note (or the New Note described in section 4) is issued. All computations of interest shall be based on a 360 day year for the actual number of days passed.
4. Payment of Principal and Interest.
A. Monthly Payments. Payment of principal and interest for each Advance shall be made in immediately available funds, by 10:00 a.m., _________(PLACENAME) time, at such location designated by Lender or the holder of the applicable Promissory Note, on the date each payment is due as provided in the Promissory Note. The payments of principal and interest shall be separately calculated for each Advance and shall be payable in immediately available funds on the first business day of each month until paid in full. Each installment payment shall be in an amount sufficient to cause the principal balance of each Advance to be repaid within three years. Notwithstanding the foregoing, any amounts accrued but not paid at the time of termination of this Agreement shall be payable or otherwise satisfied in accordance with the following subsections.
B. Roll over or Acceleration. Upon expiration or termination of this Agreement:
(i) If this Agreement is terminated due to the mutual agreement of the parties, due to termination of the Hosting Agreement by Lender pursuant to section 10.2 of the Hosting Agreement, or due to termination of the Hosting Agreement by Borrower pursuant to section 10.1 of the Hosting Agreement, then immediately prior to the effective date of such termination Lender shall cancel all outstanding Promissory Notes and Borrower shall simultaneously execute a new promissory note ("New Note") for all outstanding principal, interest and other amounts under such Promissory Notes owed or owing to Lender by Borrower on that date, in substantially the form attached as Exhibit C satisfying and replacing all outstanding Advances and other amounts due under this Agreement. A New Note issued pursuant to this subsection shall carry the same interest rate and be subject to the same terms and conditions as all Advances under this Agreement, except that the term of the New Note shall be two (2) years, and each installment payment shall be in an amount sufficient to cause the principal balance of the New Note to be repaid within two (2) years. Installment payments for the New Note shall be made in immediately available funds, by 10:00 a.m., _________(PLACENAME) time, at such location designated by Lender or the holder of the New Note, on the date each payment is due as provided in the New Note. Prior to execution of the New Note, Borrower shall satisfy all conditions precedent and make all representations and warranties required for Advances under this Agreement.
(ii) If termination of this Agreement is due to any other reason (other than due to a material breach of this Agreement or the Hosting Agreement by Lender), such termination shall be considered an Event of Default and subject to any and all remedies available to Lender for an Event of Default as provided in section 12 of this Agreement.
C. Prepayment. Borrower may prepay each Advance in whole or in part, at any time without penalty. Any repayments of the amounts due under this Loan Agreement shall be made in immediately available funds and shall be applied first against any amounts owed to Lender under the Security Agreement, then to the payment of past due interest on any outstanding Advance, and any remaining amount shall reduce the outstanding principal amount of each Advance.
5. Overdue Payments; Default Rate. If any amount due under this Agreement is not paid when and as due, such amount shall bear interest from the date such payment was due until and including the date such payment is received by Lender at a rate per annum equal to eighteen percent (18 %) per annum (the "Default Rate"), provided that in no event shall the rate of interest exceed that permitted by applicable law.
6. Security for the Loan. This Loan is secured by a purchase money security interest in the Hosting Servers purchased by each Advance, pursuant to the terms of a security agreement of even date ("Security Agreement"). Lender shall have a first priority security interest in all of the collateral described in the Security Agreement (the "Collateral").
7. Representations and Warranties. Borrower hereby represents and warrants to Lender as follows:
A. Corporate Existence. Borrower is a corporation, duly organized and validly existing, in good standing under the laws of its state of incorporation, and is duly authorized and qualified under all applicable laws, regulations, ordinances and orders of public authorities to carry on such business in any state or county where such qualification is necessary and to own and hold property.
B. Corporate Power. Borrower has full right, power and authority to enter into and perform this Agreement, each Promissory Note, the New Note, and the Security (collectively, the "Documents"), and to grant all of the rights granted and agreed to be granted pursuant to this Agreement and the Documents.
C. Authorization. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Documents, including but not limited to, all necessary corporate action required by its articles of incorporation and bylaws.
D. No Conflict, Violation or Consent Required. The execution, delivery and performance of, and the compliance with the provisions of each of the Documents do not and will not violate any provision of an applicable law or any provision of Borrowers articles of incorporation and bylaws, and will not conflict with, require consent under any provision of, result in any breach of any of the terms, conditions or provisions of, result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of Borrower pursuant to the terms of, or constitute a default under or conflict with, any other indenture, contract, mortgage, deed of trust or other agreement or instrument to which Borrower is a party or by which Borrower is bound. Borrower shall not enter into other contractual obligations which will restrict or impair its obligations under this Agreement or any other Document.
E. Binding Effect. This Agreement constitutes, and the Promissory Note and each of the other Documents, when executed and delivered by Borrower, will constitute, valid obligations of Borrower and are binding and enforceable against Borrower in accordance with their respective terms, except as hereafter may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditors rights and the availability of specific performance.
F. Familiarity With Terms. Borrower is fully familiar with all of the terms, covenants and conditions of the Documents.
G. Legal Proceedings. Except as disclosed on Schedule 1 attached hereto, there is no action, suit or proceeding pending or, to the knowledge of Borrower, threatened, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that might result in a material adverse change in Borrowers ownership or title to any of the Collateral or in its financial condition or operations. As used in this subsection, the phrase "to the knowledge of Borrower" shall mean the current actual knowledge of the executive officers and directors of Borrower.
H. No Governmental Approvals. No registration with or approval of any governmental agency or commission is necessary for the due execution and delivery of any of the Documents or for the validity or enforceability thereof with respect to any obligation of Borrower hereunder or thereunder, except acts to be performed by Lender in order to perfect Lenders security interest in the Collateral.
I. Liens and Encumbrances. Borrower shall keep the Collateral purchased with each Advance free and clear of all liens, claims, encumbrances and rights of others and at the request of Lender from time to time, shall obtain an agreement, in a form satisfactory to Lender in its sole discretion, from any of its general creditors or lien holders to subordinate their interests in the Collateral to Lenders interest pursuant to this Agreement and the Security Agreement.
J. Compliance With Laws. Borrower has complied with all laws, regulations, ordinances and orders which affect in any material respect its right to carry on its operations, perform its obligations under the Documents or meet its obligations in the ordinary course of business.
K. Outstanding Debt. There exists no default under the provisions of any agreement or instrument evidencing any outstanding indebtedness of Borrower and/or its subsidiaries to any party or any material agreement to which Borrower and/or its subsidiaries is currently a party.
L. Disclosure. This Agreement does not contain any untrue statement of a material fact and does state all material facts necessary in order to make the statements contained herein not misleading in light of the circumstances under which they were made. There is, to the knowledge of Borrower, no fact that would materially adversely affect its business, prospects, condition, affairs or operations or any of its properties or assets.
M. No Consents. The execution, delivery and filing of the Security Agreement and any financing statements, and the creation of the lien, mortgage, encumbrance, preference or security interest contemplated thereby, will not require the consent or approval of any person or entity not a party to this Agreement.
N. Perfection of Liens and Security Interest. As of the date hereof, Lender will have a valid and perfected first priority lien on and security interest in all of the Collateral (whether now owned or hereafter acquired), which lien and security interest will be enforceable against the applicable grantor thereof and all third parties and will secure the obligations stated therein. All filings, recordations and other actions necessary under any laws to perfect and protect such liens and security interests as first priority liens and security interests in the Collateral have been, or will on the Closing Date be, duly taken.
8. Affirmative Covenants. Until all amounts owed under the Documents have been paid in full or otherwise satisfied under the terms of this Agreement, Borrower, at its own expense, covenants and agrees at all times to comply with the terms of this paragraph 8.
A. Financial Information.
(i) Borrower shall furnish or cause to be furnished to Lender, as soon as practicable and in any event within forty five (45) days after the close of each fiscal quarter, the following unaudited financial statements of Borrower for each such quarter, all in reasonable detail and certified by a Responsible Officer of Borrower to be true and correct: balance sheet, statement of income, and statement of cash flows.
(ii) Borrower shall furnish or cause to be furnished to Lender, as soon as the same are available, and in any event within ninety (90) days after the end of each of each fiscal year Borrowers consolidated balance sheet, statement of income and a statement of cash flows, all as of the end of such fiscal year (together, in each case, where applicable, with the comparable figures for the prior fiscal year), all in reasonable detail. Annual consolidated financial statements shall be prepared and audited (without any qualification or exception deemed material by Lender) in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved (except as disclosed in the notes to the financial statements) by independent certified public accountants of recognized national standing or otherwise reasonably acceptable to Lender.
(iii) Concurrently with the information described in (i) and (ii) above, a certificate of a Responsible Officer of Borrower stating that the consolidated financial statements delivered to Lender are properly stated and that there exists no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, or, if any such event exists, specifying the nature and period of existence thereof and what action Borrower proposes to take with respect thereto.
(iv) Borrower shall also furnish or cause to be furnished, from time to time, such additional financial and other information as Lender may reasonably request in order to monitor the financial condition of Borrower.
B. Notice of Default. Immediately upon obtaining knowledge of the occurrence of any event that constitutes an Event of Default, or that with notice or lapse of time, or both, would constitute an Event of Default, Borrower shall give written notice thereof to Lender, together with a detailed statement of the steps being taken by Borrowers to cure such event.
C. Maintenance of Existence. Borrower shall cause to be done all things necessary to maintain and preserve the corporate existence, rights and franchises of Borrower and shall comply with all related laws applicable to Borrower and/or its subsidiaries.
D. Payment of Taxes. Borrower shall pay, indemnify and hold Lender harmless from (i) all taxes, assessments and charges lawfully levied or imposed by the United States, any state or local government, any taxing authority or any political or governmental subdivision of any foreign country on or with respect to the Collateral or any part thereof, and (ii) any other claims which, if unpaid, might become by law a lien upon Borrowers property; except, and only to the extent that any such taxes, assessments, charges or claims are being contested in good faith (and for the payment of which adequate reserves have been provided) by appropriate proceedings conducted diligently and in good faith so long as such proceedings do not involve a material danger of the sale, forfeiture or loss of all or a material portion of the Collateral.
E. Maintenance of Property and Leases. Borrower shall keep its properties in good repair and condition, reasonable wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto. Borrower shall at all times comply with the provisions of all leases to which it is a party so as to prevent any loss or forfeiture thereof or thereunder.
F. Insurance. Borrower shall maintain with responsible companies reasonably acceptable to Lender liability insurance and insurance with respect to the Collateral in amounts and covering risks as is customary among companies engaged in businesses similar to that of Borrower. Each liability insurance policy maintained pursuant to this paragraph shall name Lender as additional insured. Each such policy other than liability policies shall name Lender as named insured and loss payee as its interest may appear. The parties agree that such interest of Lender shall be equal to the total of all amounts owed under the Documents to Lender. Borrower shall maintain insurance against any other risks as is customary among companies engaged in businesses similar to that of Borrower. All required insurance shall (a) be in form and amount reasonably satisfactory to Lender and (b) contain a Lenders Loss Payable Endorsement. Each insurer shall agree by endorsement upon the policies issued by it, or by independent instrument furnished to Lender, that it will give Lender thirty (30) days written notice before the policy is materially altered or canceled. The proceeds of any public liability policy shall be payable first to Lender to the extent of its liability, if any, and the balance shall be payable to Borrower. Borrower hereby irrevocably appoints Lender as Borrowers attorney in fact to make claim for, receive payment of, and execute and endorse all documents, checks or drafts for loss or damage under any insurance policy.
G. Notice of Litigation. Borrower shall promptly notify Lender in writing of the initiation of any litigation against Borrower that in Borrowers good faith judgment might materially and adversely affect the operations, financial condition, property or business of Borrower. If any suit is filed against any of the Collateral or if any of the Collateral is otherwise attached, levied upon or taken in custody by virtue of any legal proceeding in any court, Borrower shall promptly notify Lender thereof by telephone, confirmed by letter, and within sixty (60) days (unless otherwise consented to in writing by Lender) cause the Collateral to be released and promptly notify Lender thereof in the manner aforesaid.
H. Accounts and Reports. Borrower shall keep true and accurate records and books of account in which full, true and correct entries shall be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles.
I. Compliance With Laws. Borrower shall duly observe and conform to all valid requirements of governmental authorities relating to the conduct of its business or to its property or assets.
J. Inspection. Borrower shall permit Lender or its designated representative, at all reasonable hours upon reasonable advance notice, to visit and inspect Borrowers properties, offices, facilities and the Collateral, and to examine Borrowers books of account, solely to monitor the status of the Collateral and financial condition of Borrower. Lender agrees that any such visitation or inspection may be escorted and monitored by Borrower.
K. Filing and Execution of Documents. Borrower shall from time to time do and perform such other and further acts and execute and deliver any and all such further instruments as may be required by law or reasonably requested by Lender to establish, maintain and protect Lenders security interest in any of the Collateral as provided in this Agreement.
L. Anti forfeiture. Borrower shall not have committed or commit any act or omission affording the federal government or any state or local government the right of forfeiture as against the property of Borrower or any part thereof or any moneys paid in performance of its obligations under this Agreement, any Promissory Note or under any of the other Documents. Borrower covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. In furtherance thereof, Borrower hereby indemnifies Lender and agrees to defend and hold Lender harmless from and against any loss, damage or injury by reason of the breach of the covenants and agreements or the warranties and representations set forth in the preceding sentence. Without limiting the generality of the foregoing, the filing of formal charges or the commencement of proceedings against Borrower, Lender, or all or any of the property of any Borrower under any federal or state law for which forfeiture of such property or any part thereof or of any moneys paid in performance of any Borrowers obligations under the Documents shall, at the election of Lender, constitute an Event of Default hereunder without notice or opportunity to cure.
M. Meeting. The Responsible Officers of Borrower (and such other officers and employees of Borrower as Lender may reasonably request) shall meet at least once per year with Lenders designated representatives to review Borrowers consolidated financial statements and such other information regarding the operation of Borrowers business as may be reasonably requested by Lender to monitor the financial condition of Borrower and status of the Collateral.
9. Negative Covenants. Until all amounts owed under this Agreement, the Promissory Note and the other Documents have been paid in full or otherwise satisfied under the terms of this Agreement, Borrower, without the prior written consent of Lender, covenants and agrees that it shall not sell all or any portion of the Collateral, nor relocate the Collateral. Borrower shall not encumber the Collateral, assume any debt secured by the Collateral or subject the Collateral to any unpaid charge or claim of any third party. Lender may give its prior written consent to any sale or encumbrance of any of the Collateral upon the express terms and conditions set forth in such consent of Lender.
10. Conditions Precedent to Loan Advances. Notwithstanding anything contained herein to the contrary, the obligation of Lender to make any Advance to Borrower, is expressly conditioned upon the following:
A. Representations and Warranties. All representations and warranties of Borrower contained in this Agreement, in the Documents and in any certificate or other instrument delivered pursuant to the provisions hereof, or in connection with the transactions contemplated hereby, shall be and remain true and correct in all material respects throughout the term of this Agreement, including without limitation on the date of each request for an Advance with the same force and effect as though such representations and warranties had been made on the date of the Advance.
B. Covenants. Borrower shall have performed and complied with all material terms, covenants and conditions of this Agreement and the Documents to be performed or complied with by it on or before execution of this Agreement or on or before the date of each Advance, as the case may be.
C. No Event of Default. There shall exist no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, under this Agreement or the other Documents.
D. Subordination of Prior Interests/Release of Liens. If Lender so requests, for any prior security interest, lien or encumbrance in the Collateral or in the general assets of the Borrowers business, Borrower shall obtain a subordination agreement from its creditor or lien holder in favor Lender or shall obtain the release and discharge of such security interest, lien or encumbrance, including any financing statement or recorded lien filed to perfect such interest, lien or encumbrance.
E. Delivery of Documentation. Borrower, at its sole cost and expense, shall have delivered to Lender the following documents, duly executed by the appropriate party, in form and substance satisfactory to Lender:
(i) the applicable Promissory Note executed by Borrower prior to disbursement of each respective Advance;
(ii) the Security Agreement executed by Borrower on the date of this Agreement;
(iii) the Hosting Agreement executed by Borrower, on the date of this Agreement;
(iv) a certificate of Borrowers corporate secretary, to be dated as of the date of this Agreement, certifying as true and accurate and in full force and effect as of that date, copies of current resolutions of Borrowers Board of Directors authorizing (i) Borrower to enter into and perform this Agreement and to execute, deliver and honor and perform the other Documents, and (ii) the persons who have executed or will execute this Agreement, the Promissory Note and the other Documents to do so;
(v) a certificate, as of the most recent date practical, of the secretary of state of Borrowers state of incorporation as to the good standing of Borrower;
(vi) certificates issued in favor of Lender evidencing the insurance policies required by Lender in accordance with Section 8F hereof;
(vii) UCC financing statements executed by Borrower, in form and substance satisfactory to Lender, evidencing Lenders security interest in the Collateral designated thereon to be filed in each jurisdiction in which Borrower is or may be doing business;
(viii) officers certificates executed by a Responsible Officer of Borrower, dated the purchase date for each purchase of each item of Collateral, certifying that on that date (i) Borrower has good title to all Collateral described in the Security Agreement, (ii) no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred, and is continuing, and (iii) the representations and warranties contained in the Documents are true and accurate on and as of that date;
(ix) such other agreements, certificates or other documents as shall be deemed necessary or desirable, in the good faith opinion of Lender or its counsel, in order to fully and completely perfect, preserve or protect Lenders interests hereunder and Lenders security interest in the Collateral;
(x) a valid and authorized Borrowing Notice containing a request for an Advance approved by Lenders designated representative.
11. Events of Default. The occurrence of one or more of the following events (herein called "Events of Default") shall constitute a default under this Agreement.
A. Borrowers failure to pay any portion of any installment of principal or interest due under any Promissory Note or any other amount under any of the other Documents when and as the same shall become due and payable as therein or herein expressed, if such failure continues for a period of ten (10) days after Lender has notified Borrower (regardless of whether Borrower actually receives such notice) that such payment has not been received;
B. Borrowers failure to comply with and duly and punctually observe or perform, any of the covenants of Borrower contained in Sections 8B, 8C, 8D, 8E and 8H and Section 9 of this Loan Agreement;
C. Borrowers failure to maintain insurance as required in accordance with Section 8F hereof; which failure shall continue for a period of ten (10) days after the earlier of the giving of notice of such failure by Lender to Borrower, or the date Lender is notified of such failure by Borrower or should have been so notified pursuant to section 8B hereof.
D. Borrower applies for, consents to or acquiesces in the appointment of a trustee, receiver, liquidator, assignee, sequestrator or other similar official for Borrower or for any of Borrowers property, or makes a general assignment for the benefit of creditors, or files a petition or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or a readjustment of its indebtedness or an answer admitting the material allegations of a petition filed against it in any such proceeding, or seeks relief under the provisions of any bankruptcy or similar law; or, in the absence of any of the foregoing, a trustee, receiver, liquidator, assignee, sequestrator or other similar official is appointed for Borrower or for a substantial part of any of the property of Borrower and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or other insolvency law or common law or in equity is instituted against Borrower and is not dismissed within sixty (60) days; or, in the absence of any of the foregoing, if, under the provisions of any law providing for reorganization or winding up which may apply to Borrower, any court of competent jurisdiction shall assume jurisdiction, custody or control of Borrower or of any substantial part of any of Borrowers property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of sixty (60) days;
E. any material representation or warranty made by Borrower and contained in any of the Documents, or otherwise made by Borrower to Lender, proves or becomes untrue in any material respect, provided that any cure period (if any) available to remedy the inaccuracy has passed;
F. Borrower is in material default in the payment or performance of any material obligation under any promissory note, indenture, contract, mortgage, deed of trust or other instrument to which Borrower is a party or by which Borrower is bound and the applicable cure period shall have expired;
G. any provision of any Document, including, without limitation, the Security Agreement, shall for any reason (except for acts to be performed by Lender) cease to be valid and binding on any signatory thereto, or such signatory shall so allege, or any Security Agreement shall for any reason (except for acts to be performed by Lender) cease to create a valid and perfected first priority lien, mortgage, encumbrance or security interest except to the extent permitted by the terms thereof, in any of the property purported to be covered thereby, or the signatory to such Security Agreement shall so allege;
H. the termination of the Hosting Agreement by Lender due to the material breach thereunder by Borrower; or
I. Borrowers failure to duly and punctually observe or perform, in any material respect, any other of the covenants, conditions or agreements to be performed or observed by Borrower contained in this Agreement or any of the Documents and, except as may otherwise be specifically provided in the Documents, such failure continues for a period of thirty (30) days after the earlier of the giving of notice of such failure by Lender to Borrower, or the date Lender is notified of such failure by Borrower or should have been so notified pursuant to section 8B hereof.
J. Borrowers material breach under the Hosting Agreement and/or any of the following agreements between the parties (which remains uncured after the applicable core period, if any, thereunder): the Software Development Agreement of even date herewith; and the Information Services Agreement of even date herewith (and the Escrow Agreement referred to therein).
12. Remedies. Upon the occurrence of an Event of Default and while any Event of Default is continuing, Lender may at its option elect to pursue any or all of the following remedies, which are cumulative and in addition to any other right or remedy provided by applicable law:
A. without further demand, protest or notice of any kind to Borrower, declare any or all sums and obligations due under the Documents to be due and immediately payable, and upon such declaration the same shall become and be immediately due and payable;
B. terminate Lenders commitment to make Advances hereunder;
C. If Borrower fails to perform any act that it is required to perform under this Agreement or the Security Agreement, Lender may, but shall not be obligated to, perform, or cause to performed, such act, provided that any reasonable expense thereby incurred by Lender and any money thereby paid by Lender, shall be a demand obligation owing by Borrower and Lender shall promptly notify Borrower of the amount of such obligation, which obligation shall bear interest at the Default Rate from the date Lender makes such payment until repaid by Borrower; and Lender shall be subrogated to all rights of the person receiving such payment;
D. enforce Lenders rights under the Security Agreement;
E. terminate the Hosting Agreement;
F. institute one or more legal proceedings at law or in equity for the:
(i) specific performance of any covenant, condition, agreement or undertaking contained in the Documents, or in aid of the execution of any powers granted therein and/or to recover a judgment for damages for the breach hereof, including, without limitation, any amount due under the Documents, either by their terms or by virtue of such declaration, and collect the same out of any property of Borrower;
(ii) foreclosure of its security interest in the Collateral and the sale of all or any part of the Collateral under the judgment or decree of any court of competent jurisdiction;
(iii) enforcement of such other appropriate legal or equitable remedy as may in the opinion of Lender be necessary to protect and enforce Lenders rights under the Documents;
G. assert such other rights and remedies of a secured party and of a mortgagee under the laws of the United States or the state of _________(PLACENAME) (regardless of whether such law or one similar thereto has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, all rights of a secured party under the UCC, whether or not this Agreement and the transactions contemplated hereby are determined to be governed by the UCC.
13. Costs and Expenses of Collection and Enforcement. Borrower shall pay to Lender on demand all reasonable attorneys fees and other costs and expenses reasonably incurred by Lender in protecting the Collateral or in exercising Lenders rights, powers or remedies under this Agreement or the Documents, together with interest on such sums at the Default Rate from the date when the costs and expenses are incurred until fully paid. If because of Borrowers default the Lender consults an attorney regarding the enforcement of any of its rights under any Document, or if suit is brought to enforce any Document, Borrower promises to pay all costs thereof, including attorneys fees. Such costs and attorneys fees shall include, without limitation, costs and attorneys fees incurred in any appeal, forfeiture proceeding or in any proceedings under any present or future federal bankruptcy or state receivership law.
14. Allocation of Proceeds. The (a) proceeds of any sale, (b) proceeds of any insurance received by Lender under any insurance policy obtained by any Borrower hereunder, and (c) any and all other moneys received by Lender with respect to the Documents, the application of which has not elsewhere herein been specifically provided for, shall, except as otherwise specified in any applicable Document, be applied as follows
(i) first, to the payment of all expenses and charges, including expenses of any sale or retaking, reasonable attorneys fees, court costs and other expenses or advances reasonably made or incurred by Lender, or on Lenders behalf, under the Documents upon an Event of Default, and to the payment of, and provision for adequate indemnity for, any taxes, assessments or liens prior to the lien of Lender;
(ii) second, to the payment of all accrued and unpaid interest under the Promissory Notes or New Notes;
(iii) third, to the payment of the unpaid principal balance under the Promissory Notes or New Note;
(iv) fourth, to the payment of all other amounts due to Lender under the Documents; and
(v) last, any residue shall be paid to Borrower, or as otherwise required by law, or, directed by a court having jurisdiction.
If the proceeds and other sums described in this section 14 are insufficient to pay in full all amounts due to Lender under the Documents, Borrower shall immediately pay such deficiency to Lender.
15. Modifications, Consents and Waivers. No failure or delay on the part of Lender in exercising any power or right hereunder or under the Promissory Notes or New Notes or under any other Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power. No amendment, modification or waiver of any provision to this Agreement, the Notes or any other Document, nor consent to any departure therefrom, shall in any event be effective unless the same shall be in writing and consented to by Lender, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances.
16. Notices. All notices and requests in connection with this Agreement, the Promissory Notes, the New Note or any other Document shall be in writing and may be given by personal delivery, registered or certified mail, telegram, facsimile or telex addressed as follows:
to Borrower: BBB Corporation
_________(address)
Attn: _________
and to:
BBB Corporation
_________(address)
Attn: _________
to Lender: AAA Corporation
_________(address)
Attn: _________
and to:
AAA Corporation
_________(address)
Attn: _________
or to such other address as the party to receive the notice or request shall designate by notice to the other. The effective date of any notice or request shall be five (5) days from the date on which it is sent by the addresser if mailed, or when delivered to a telegraph company, properly addressed as above with charges prepaid, or when telexed, sent by facsimile or personally delivered. Borrowers hereby agree that such notice shall be deemed to meet any requirements of reasonable notice contained in the UCC.
17. Costs and Expenses of Perfecting Security Interests and other Rights. Borrower shall pay in a timely manner all costs and expenses incurred by Lender, including the reasonable fees and expenses of legal counsel, in connection with the approval, preparation, negotiation, filing, or recording of any financing statements, pledge agreements, waivers, subordination agreements, and assignments (as well as any amendments or extensions thereto) reasonably required to protect or perfect Lenders interest in the Collateral or any other rights granted by the Documents.
18. Survival of Covenants. All covenants, agreements, representations and warranties made by Borrower hereunder shall survive the execution and delivery of this Agreement and the disbursement of any Advances made pursuant to this Agreement. All statements contained in certificates or other instruments delivered by Borrower pursuant to this Agreement shall constitute representations and warranties made by Borrower hereunder, as the case may be.
19. Binding Effect and Assignment. This Agreement, the Promissory Notes and all other Documents shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns, except that, subject to Exhibit D hereto, Borrower may not assign or transfer its rights hereunder, or delegate its obligations hereunder, without the prior written consent of Lender, which may be withheld in Lenders sole and absolute discretion. From and after any assignment, transfer or delegation of obligation by Lender of its interest hereunder, Lender shall be released from all liability to Borrower hereunder arising after the date of such assignment, transfer or delegation of obligation; provided, however, that any assignee of Lender shall expressly assume all of the obligations of Lender hereunder. For purposes of this Agreement, an "transfer" under this Section shall be deemed to include, without limitation, the following: (a) a merger or any other combination of an entity with another party (other than a reincorporation of BBB from the State of _________(PLACENAME) to the State of Delaware), whether or not the entity is the surviving entity; (b) any transaction or series of transactions whereby a third party acquires direct or indirect power to control the management and policies of an entity, whether through the acquisition of voting securities, by contract, or otherwise; (c) in the case of BBB, the sale or other transfer of BBBs search engine business or any other substantial portion of BBBs assets (whether in a single transaction or series of transactions), or (d) the transfer of any rights or obligations in the course of a liquidation or other similar reorganization of an entity (other than a reincorporation of BBB from the State of _________(PLACENAME) to the State of Delaware).
20. Headings. Article and paragraph headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.
21. Severability. The unenforceability or invalidity of any provision or provisions of this Agreement, the Promissory Notes, the New Note, or any other Document shall not render any other provision or provisions hereof or thereof unenforceable or invalid. If any rate of interest provided for herein is greater than that permitted under applicable law, such rate shall be automatically reduced to be the maximum permitted by law.
22. Additional Documents. Borrower shall at Lenders request, from time to time, at Borrowers sole cost and expense, execute, re execute, deliver and redeliver any and all documents, and do and perform such other and further acts, as may reasonably be required by Lender to enable Lender to perfect, preserve and protect Lenders security interest in the Collateral and Lenders and Lenders rights and remedies under this Agreement or granted by law and to carry out and effect the intents and purposes of this Agreement.
23. Integration. This Agreement and the other Documents shall constitute the entire agreement between the parties hereto with respect to the subject matter of this Loan Agreement and shall supersede all other agreements, written or oral, with respect thereto. In the event of any conflict between this Agreement and the other Documents, the provisions of this Agreement shall control.
24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original if fully executed, but all of which shall constitute one and the same document.
25. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of _________(PLACENAME).
26. Confidentiality.
A. The parties hereby agree that all terms and conditions of that certain AAA Corporation Non Disclosure Agreement between them dated _________,_________,_________(M/D/Y), shall govern the disclosure of confidential and proprietary information made under this Agreement. In this connection, the parties hereby agree that the terms of this Agreement and any information provided to Lender hereunder shall be treated as confidential in accordance with the terms of said Non Disclosure Agreement.
B. Without having first sought and obtained Lenders written approval (which Lender may withhold in its sole and absolute discretion), Borrower shall not, directly or indirectly, (i) trade upon this transaction or any aspect of Borrowers relationship with Lender, or (ii) otherwise deprecate AAA technology.
C. Neither party will issue any press release or make any public announcement(s) relating in any way whatsoever to this Agreement or the relationship established by this Agreement without the express prior written consent of the other party. However, the parties acknowledge that this Agreement, or portions thereof, may be required under applicable law to be disclosed, as part of or an exhibit to a partys required public disclosure documents. If either party is advised by its legal counsel that such disclosure is required, it will notify the other in writing and the parties will jointly seek confidential treatment of this Agreement to the maximum extent reasonably possible, in documents approved by both parties and filed with the applicable governmental or regulatory authorities.
ORAL COMMITMENTS. NOTICE IS HEREBY GIVEN THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER _________(PLACENAME) LAW.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Lender: Borrower:
AAA Corporation BBB Corporation
By: _________ By: _________
Name: _________ Name: _________
Title: _________ Title: _________
Date: _________ Date: _________
EXHIBIT A
PROMISSORY NOTE
US$,_________ _________(address)
_________(M/D/Y)
FOR VALUE RECEIVED, the undersigned, BBB CORPORATION ("Maker"), hereby promises to pay to the order of AAA CORPORATION ("Lender"), at such place as Lender may designate in writing from time to time, the principal sum of _________ and No/100 United States Dollars (US$ _________) together with interest and costs as herein provided.
Interest. The outstanding principal balance of the Loan shall bear interest at the rate of _________ percent (_________%) per annum. All computations of interest shall be based on a 360 day year for the actual number of days passed.
Term/Note Maturity Date. The term of this Note shall be three (3) years. The Note Maturity Date shall be _________,_________,_________(M/D/Y).
Loan Agreement. This Note is given pursuant to the terms and conditions of the Loan Agreement, dated as of _________,_________,_________(M/D/Y) between Maker and Lender (the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Loan Agreement.
Payments of Principal and Interest. Maker shall make monthly principal and interest payments of _________ on the first day of each month during the term of this Note. Maker shall pay all remaining principal and accrued interest on or before the Note Maturity Date.
Prepayment. Maker may repay all or any portion of the amount due under this Note without premium or penalty.
Events of Default; Acceleration. Upon occurrence of an Event of Default, at the option of Lender the entire outstanding principal, interest and costs hereunder shall be immediately due and payable and shall thereafter bear interest at a rate equal to eighteen percent (18%) per annum (the "Default Rate"), until payment in full of all amounts due to Lender. Notwithstanding the foregoing, the interest paid under this Note shall never be greater than the maximum rate of interest permitted under applicable law.
Liability and Waiver. Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non exercise by Lender of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.
Costs of Collection. Maker, together with all sureties, endorsers and guarantors of this Note, jointly and severally promise to pay: (a) all costs and expenses incurred by Lender, including without limitation attorneys fees, in the event that Lender consults an attorney regarding a default by Borrower, even though suit is not instituted; (b) attorneys fees, and all other costs, expenses and fees incurred by Lender, including costs on appeal, in the event that suit is instituted on this Note; (c) all costs and expenses provided for in the Loan Agreement or in any other instrument given as security for this Note and/or incurred by or on behalf of Lender in connection with collecting or otherwise enforcing any right of Lender under this Note, the Loan Agreement or any other instrument given as security for this Note; and (d) all costs and expenses, including, without limitation, attorneys fees, incurred by Lender in connection with any bankruptcy, forfeiture, insolvency or reorganization proceeding or receivership in which Maker is involved, including, without limitation, those incurred in making any appearances in any such proceeding or in seeking relief from any stay or injunction issued in or arising out of any such proceeding.
NOTICE. NOTICE IS HEREBY GIVEN THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER _________(PLACENAME) LAW.
Applicable Law. This Note shall be governed by and construed in accordance with the laws of the State of _________(PLACENAME).
Maker:
BBB Corporation, a _________(PLACENAME) corporation
By: _________
Name: _________
Title: _________
Exhibit B
Notice of Borrowing
To: AAA Corporation
_________(address)
ATTN: _________
The undersigned, BBB CORPORATION ("BBB"), hereby refers to the Software Hosting Agreement and Loan Agreement, both dated _________,_________,_________(M/D/Y), and hereby requests to borrow the sum of $ _________ pursuant to said Loan Agreement and that such funds be sent by wire transfer to the account specified in the Loan Agreement.
Pursuant to said Software Hosting Agreement, you and BBB agreed, on or about _________, that the AAA Search Engine would be increased to accommodate up to _________ hits per day, and that BBB would purchase _________ new Hosting Servers to satisfy such capacity requirement. BBB certifies that all amounts loaned by you in response to this request will be used only to purchase _________ new Hosting Servers for the cluster servicing the AAA Search Engine.
BBB further certifies that as of the date hereof: (i) all representations and warranties made by BBB under said Loan Agreement remain true; (ii) BBB is in full compliance with all of its affirmative covenants under said Loan Agreement; and (iii) no event has occurred and is continuing which constitutes an Event of Default under said Loan Agreement.
All capitalized terms used in this Notice will have the meanings ascribed to them under said Loan Agreement or Software Hosting Agreement (whichever is applicable).
BBB CORPORATION
By: _________
Printed Name: _________
Printed Title: _________
Date: _________(M/D/Y)
EXHIBIT C
PROMISSORY NOTE
US$ _________ _________(address)
_________(M/D/Y)
FOR VALUE RECEIVED, the undersigned, BBB CORPORATION ("Maker"), hereby promises to pay to the order of AAA CORPORATION ("Lender"), at such place as Lender may designate in writing from time to time, the principal sum of _________ and No/100 United States Dollars (US$ _________) together with interest and costs as herein provided.
Interest. The outstanding principal balance of the Loan shall bear interest at the rate of _________ percent (_________%) per annum. All computations of interest shall be based on a 360 day year for the actual number of days passed.
Term/Note Maturity Date. The term of this Note shall be two (2) years. The Note Maturity Date shall be _________,_________,_________(M/D/Y).
Loan Agreement. This Note is given pursuant to the terms and conditions of the Loan Agreement, dated as of _________,_________,_________(M/D/Y) between Maker and Lender (the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Loan Agreement.
Payments of Principal and Interest. Maker shall make monthly principal and interest payments of _________ on the first day of each month during the term of this Note. Maker shall pay all remaining principal and accrued interest on or before the Note Maturity Date.
Prepayment. Maker may repay all or any portion of the amount due under this Note without premium or penalty.
Events of Default; Acceleration. Upon occurrence of an Event of Default, at the option of Lender the entire outstanding principal, interest and costs hereunder shall be immediately due and payable and shall thereafter bear interest at a rate equal to eighteen percent (18%) per annum (the "Default Rate"), until payment in full of all amounts due to Lender. Notwithstanding the foregoing, the interest paid under this Note shall never be greater than the maximum rate of interest permitted under applicable law.
Liability and Waiver. Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non exercise by Lender of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.
Costs of Collection. Maker, together with all sureties, endorsers and guarantors of this Note, jointly and severally promise to pay: (a) all costs and expenses incurred by Lender, including without limitation attorneys fees, in the event that Lender consults an attorney regarding a default by Borrower, even though suit is not instituted; (b) attorneys fees, and all other costs, expenses and fees incurred by Lender, including costs on appeal, in the event that suit is instituted on this Note; (c) all costs and expenses provided for in the Loan Agreement or in any other instrument given as security for this Note and/or incurred by or on behalf of Lender in connection with collecting or otherwise enforcing any right of Lender under this Note, the Loan Agreement or any other instrument given as security for this Note; and (d) all costs and expenses, including, without limitation, attorneys fees, incurred by Lender in connection with any bankruptcy, forfeiture, insolvency or reorganization proceeding or receivership in which Maker is involved, including, without limitation, those incurred in making any appearances in any such proceeding or in seeking relief from any stay or injunction issued in or arising out of any such proceeding.
NOTICE. NOTICE IS HEREBY GIVEN THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER _________(PLACENAME) LAW.
Applicable Law. This Note shall be governed by and construed in accordance with the laws of the State of _________(PLACENAME).
Maker:
BBB Corporation, a _________(PLACENAME) corporation
By: _________
Name: _________
Title: _________
EXHIBIT D
Transfer of BBB
If BBB requests AAAs consent to a transfer as described in clause (a) of Section 19 of this Loan Agreement to which this Exhibit D is appended, and AAA reasonably withholds its consent to such transfer (an "Unconsented Transfer"), then BBB will nevertheless have the right to transfer this Agreement in connection with its proposed Unconsented Transfer subject to the following conditions precedent to the Unconsented Transfer:
(i) BBB, at its sole cost and expense, and without any financing supplied by AAA, will create a separate cluster of Hosting Servers for AAA required to service AAAs reasonably anticipated needs for a period of twelve months after the commencement of operation of such new and relocated cluster (provided however that AAA will purchase, or fund (in accordance with this Loan Agreement) BBBs purchase of (whichever AAA elects) any new hosting servers beyond the Hosting Servers purchased by BBB under the Software Hosting Agreement of even date herewith necessary to service AAAs reasonably anticipated needs as set forth above);
(ii) BBB will relocate, at its sole cost and expense (including, without limitation, indemnifying AAA and holding it harmless against any and all Taxes that arise as a direct or indirect result of the relocation of the Hosting Servers), all Hosting Servers referred to in clause (i) to a location designated by AAA, in its sole discretion;
(iii) BBB, at its sole cost and expense, will provide training to AAA personnel to the extent requested by AAA, to enable such personnel to use and maintain the AAA Search Engine, and to create enhancements thereto, with reasonable competence (all as determined by AAA in its sole discretion);
(iv) BBB will grant to AAA an irrevocable, non exclusive, royalty free license to use the Product (and all required underlying BBB Technology) solely in connection with AAAs operation of the AAA Search Engine (which license shall include the right to create enhancements and other derivative works based thereon for use in conjunction therewith) for such period as AAA may require to transition its search engine services to non BBB technology (the "Transition Period"), and BBB will waive all royalties otherwise payable pursuant to the Software Development Agreement and/or the Information Services Agreement of even date herewith; for the purposes of this clause (iv), the Transition Period will commence at such time as AAA assumes control over said separate cluster and begins itself operating the AAA Search Engine, and will continue thereafter for eighteen months (18) or until the termination of said Software Development Agreement and Information Services Agreement (whichever is longer);
(v) BBB will direct the Escrow Agent to release to AAA all Confidential Materials held by the Escrow Agent, subject to AAAs agreement to use such Confidential Materials only in connection with its licensed rights under clause (iv) above;
(vi) BBB will agree to reimburse AAA for all reasonable costs incurred by AAA in transitioning its search engine to non BBB technology (whether created by AAA or by a third party); and
(vii) BBB will cause the applicable proposed assignee, transferee or delegatee of obligation of this Agreement to assume, jointly and severally with BBB, all of BBBs obligations hereunder.
AAA will cooperate with BBB and use its reasonable best efforts so as to enable BBB to satisfy the foregoing conditions precedent in a timely manner. Upon satisfaction of the foregoing conditions precedent, said Software Hosting Agreement shall be deemed terminated pursuant to Section 10.1 thereof.
Upon expiration of the Transition Period, all rights granted to AAA to use the Product (other than AAA Technology, Joint Derivative Technology and the AAA Derivative Technology) and/or any BBB Technology under the transitional license referred to in clause (iv) or otherwise shall cease, and AAA shall immediately return to BBB all Confidential Materials (and all copies thereof), provided however that, notwithstanding any provision of the Ancillary Agreements to the contrary, the undertaking by BBB to indemnify AAA and hold it harmless against Taxes as provided in clause (ii) above shall survive any such terminations.
Capitalized terms used in this Exhibit D and not otherwise defined in this Loan Agreement shall be defined in the same manner as in the applicable agreement among the following agreements between Lender and Borrower of even date herewith: Software Development Agreement; Information Services Agreement; and/or Software Hosting Agreement.
EXHIBIT E
BBB Depository Account Information
All Advances should be sent to Borrowers account by wire transfer as follows, unles
篇4:英文版实习证明_实习证明_网
实习报告英文版
Internship Qualification
Mr. , student from , started his one month internship at our company on 21st, July, 20xx.
During the students internship, under the guidance of our company’s , he has a preliminary understanding of the development process of , and familiar with system architecture, its related module functions and implementation methodology, as well as sales and distributions module. In addition, he put much effort into his work and study. This student never hesitates to ask senior co-workers when difficulties are met. At the same time, respecting and getting along very well with others. Showing us a very good team spirit and ability of communication and cooperation. Co-workers have all given their approval to the student who now leaves an excellent impression to the company.
Co., Ltd.
August , 20xx
实习证明
兹x大学xx学院自xx年x月xx日在我单位实习满一个月。
实习期间,在我公司指导下,初步了解发展历程,熟悉了系统架构、实施项目的方法论以及销售与分销等部分模块。实习期间,积极参与部门内部的讨论,工作表现出很好的团队精神,良好的沟通与合作能力。
特此证明。
X公司
(需加盖公章)
2019年4月25日
附件:查了一下,实习证明英文确实可以用Certification也可以用Qualifcation~ 另外一个实习证明例子:
Internship Certificate example
Human Resource Operations
Date: April 21, 20xx
TO WHOM IT MAY CONCERN
This is to certify that Miss has completed her Internship in (organizational Name)’s Finance Department starting from January 28, 201X to March 28, 201X.
Her duties included
• Checking the Credit Files and preparation of disbursement cheques for different Departments
• Monthly Bank Reconciliations of Loan Accounts
• Vouchers entry in MIS.
During her stay we found her hard-working with an aptitude for learning and ability to grasp diverse concepts quickly. She possesses a strong analytical sense, decision making ability and proved herself a team player.
We wish her best of luck for future endeavors.
Manager HR & Administration
实习证明模板一
实习证明
兹有______大学______专业______同学于______年____月____日至______年____月____日在_____公司实习 .
该同学的实习职位是______
该学生实习期间工作认真,在工作中遇到不懂的地方,能够虚心向富有经验的前辈请教,善于思考,能够举一反三.对于别人提出的工作建议,可以虚心听取.在时间紧迫的情况下,加时加班完成任务.能够将在学校所学的知识灵活应用到具体的工作中去,保质保量完成工作任务.
同时,该学生严格遵守我公司的各项规章制度.实习时间,服从实习安排,完成实习任务.尊敬实习单位人员.并能与公司同事和睦相处,与其一同工作的员工都对该学生的表现予以肯定.
特此证明.
(单位盖章)
____年____月____日
实习证明模板二
实习证明
兹有______学校____专业____同学于____年____月____日至____年____月____日在_________实习。
该同学的在本司实习职位是________。
该学生在整个实习期间工作认真,在工作中但凡遇到不懂的地方,能够虚心向富有经验的前辈请教,善于思考,能够举一反三。对于别人提出的工作建议,可以虚心听龋在时间紧迫的情况下,加时加班完成任务。能够将在学校所学的知识灵活应用到具体的工作中去,保质保量完成工作任务。同时,该学生严格遵守我公司的各项规章制度。实习时间, 服从实习安排, 完成实习任务。尊敬实习单位人员,并能与公司同事和睦相处,与其一同工作的员工都对该学生的表现予以肯定。
特此证明。
(单位盖章)
____年____月____日
实习证明模板三
实习证明
兹有________学校____同学于____年____月____日至____年____月____日在我单位进行实习。
实习期间,我单位指导其进行了相关业务知识学习和实际操作训练。________同学已经具备相关的专业技能和业务知识。
特此证明。
(单位盖章)
______年____月____日
篇5:班级诗歌朗诵比赛活动总结
每一次有感情的朗诵,都是一次学习;每一次有意义的朗读,都是一次锻炼。在这个学期,班里举行了许许多多的读书活动,其中我印象最深的是那次班级朗诵会。
上午,老师告诉我们,下午要举行班级朗诵会。顿时,班上的气氛沸腾了起来,同学们纷纷议论自己的朗读效果好不好。我心里也在为自己暗暗加油,争取得到最好的成绩。不一会儿,班里就传来了琅琅读书声。
下午,朗诵会开始了,首先出场的是小敏同学,他昂首阔步地走上讲台,信心十足,她声音非常响亮,但是却缺少感情,还有些地方读的不流利。接下来是小伦同学,他容光焕发地站在讲台上,有感情的朗诵了一首诗歌,嘹亮的声音,使我们都陶醉了。我心里在想:“小伦读的`那么好,真不愧是我们学校的播音员啊,同时,我也要向他学习。”
轮到我了,此时,我的心情既兴奋,又紧张。心想:“轮到我了,要是我读的不流利,又读错字怎么办?”我的心快跳到了嗓子眼上,急死人了。随著同学们的掌声,我慢条斯理地走上了讲台,心里还是害怕紧张。这时,妈妈的话在我耳边响起:做什么事都要一心一意的去做,不管好坏都是你的成绩。想到这,我不再那么紧张了。于是,我大胆地放开声音,朗诵那美妙、动听的诗歌。由于我的表现出色,赢得了同学们雷鸣般的掌声。
通过参加这次班级朗诵会,我懂得了做什么事都要多练习,读书也要发自内心的去读,才会把真情实感流露出来;做什么事,首先要对自己有信心!
篇6:棉花买卖合同中英文版_合同范本
棉花买卖合同范本
买方: 卖方:
Buyer: Seller:
地址: 地址:
Address: Address:
电话: 电话:
Tel: Tel:
传真: 传真:
Fax: Fax:
电子邮件: 电子邮件:
E-mail: E-mail:
本合同由买卖双方订立,根据本合同规定的条款,买方同意购买、卖方同意出售下述商品:
This Contract is made and entered into by and between the Buyer and the Seller; and in accordance with the terms and conditions of the Contract, the Buyer agrees to buy and the Seller agrees to sell the following commodity:
1 商品名称
1 Commodity
产地:
Origin:
生产年度:
Crop year:
类别: (细绒棉 ,长绒棉)
Category: _________ (upland cotton, long-staple cotton)
加工方式: ÿ锯齿棉 ÿ皮辊棉
Ginning: ÿ saw ginned ÿ roller ginned
2 规格/质量
2 Specifications/Quality
级别: ÿ USDA通用棉花标准
Grade: ÿ USDA Universal Cotton Standards
ÿ 凭小样(小样型号)
ÿ by type:
长度: (英寸,毫米)
Staple Length: (inch/mm)
马克隆值: NCL
Micronaire: NCL
断裂比强度值: 最小值 克/特克斯,平均值 克/特克斯以上
Strength: minimum grams/tex,
average above grams/tex
3 数量
3 Quantity
净重: (吨,磅,包)
Net Weight: (ton/pound/bale)
溢短装率: %(默认值为1.5%) ÿ 不允许多装
Weight Tolerance Ratio %( If not specified here, 1.5% will be applied)
ÿ Excess not allowed
吨与磅的换算公式: 1吨=2204.62磅
Conversion between ton and pound: 1 ton=2204.62 pounds
4价格
4 Price
单价: (美分/磅,人民币元/吨)
Unit Price: (USC(cent)/pound or RMB(Yuan)/ton)
价格条件: (CIF,CFR, FOB,其它)
Terms: (CIF, CFR, FOB or others)
总价: (美元,人民币元)
Total Value: (USD/RMB)
5付款方式 ÿ 信用证 ÿ 凭单托收 ÿ 其它
5 Payment Terms ÿ Letter of Credit ÿ D/P ÿ Others
6重量、质量检验:CIQ检验证书为结算和索赔的依据
6 Weight and Quality Inspection: CIQ Inspection Certificate shall be the basis for settlement and compensation
7装运/交货日期:从——(年月日)到——(年月日),或按月等量装运/交货(每月数量) (吨,磅,包)
7 Shipment / Delivery: shipment /delivery from_________(mm/dd/yy) to_______(mm/dd/yy)
Or equal monthly shipment/delivery as follows: ___________( ton, pound, bale)
8目的地:
8 Destination:
9一般条款
9 General Terms
一般条款为本合同不可分割的一部分。对该条款中任何一款的修改和删除应在备注中注明。
The General Terms shall constitute an integral part of the Contract. Amendment to or deletion of any general terms shall be specified in the Remarks.
10 仲裁:凡因本合同引起的或与本合同有关的任何争议,双方同意提交: (ÿ中国国际经济贸易仲裁委员会[CIETAC];ÿ 国际棉花协会[ICA]; ÿ 其它仲裁机构),按照申请仲裁时该仲裁机构现行有效的仲裁规则进行仲裁。
10 Arbitration: Any dispute arising from or in connection with the Contract shall be referred to ( ÿ CIETAC ,ÿICA ,ÿ OTHERS )for arbitration in accordance with its arbitration rules effective at the time of application.
11 本合同采用书面形式,由买卖双方授权代表签字。双方在合同签订日之前以其它书面通讯方式,如信函、电报、传真或电子邮件形式达成的成交内容,须由本合同确认。
11 This Contract shall be made in written form and signed by the authorized representatives of the parties. The signed or stamped contract shall verify the terms and conditions of the contract previously agreed to at an earlier date in other written communications including mail, telegraph, fax, or e-mail.
12 备注
12 Remarks
买方签字: 卖方签字:
Signature of the Buyer: Signature of the Seller:
日 期: 日 期:
篇7:个人的英语学习计划英文版
When I was in high school, go to college ismy dream. Now I realize my dream. excited as I am, the first time I see mycollege.
My college is inside the biggest universityof Guangxi so that everytime I have to across a big campus to go out. At first Iam upset about that, but later on I get used to it. My college looksmodernization in general. When I arrive at the school gate, the first thing isthe boys’ dormitory and then is the playground. Look up! I see the canteen. I seethe girls’ dormitory turn left. But where is my classroom? I look around butcan’t find it. It turns out that it is separated by burrows. It’s strange,right? While I go across the burrow, I see another two big playgrounds and a tenniscourt at my left side. What is in my right side? Turn right, I see rows ofteaching building connecting with the library. This is mycollege. I like it notonly because of the evironment but also the people there.
Both the teachers and students there arevery nice. My roomates always help me in the daily life, the thing they usuallydo is wake me up in the morning. Other classmates always help me, when I meettrouble in study. My teachers are all kind and knowlegeable. Especially my headteacher, he talks with us and plays sports with us in order to make us get usedto the new life.
My college is wonderful. I love it. If youhave the opportunity, I hope you can pay a visit one day.
篇8:货物出口合同英文版_合同范本
合约编号:________
contractno._______
售货合约
salescontract
-------
买方:_____
日期:____年__月__日
buyers:_____ cate:_____
卖方:____ 中国___进出口公司___省分公司
sellers:chinanationalmetals&mineralsimport& exportcorporation
,____branch
双方同意按下列条款由买方购进卖方售出下列商品:
thebuyersagreetobuyandthesellersagreetosellthefollowing
goodsontermsandconditionssetforthbelow:
──────────────┬───────┬──────┬──────
(1)货物名称及规格,包装及│(2)数量 │(3)单价 │(4)总价
装运唛头 │ │ │
nameorcommodityandspeci- │qoantity │unitprice │total
ficationspackingandshpp- │ │ │amount
ingmarks │ │ │
──────────────┼───────┼──────┼──────
(装运数量允许有 %的增减)│ │ │
(shipmentqoantity %more │ │ │
orlessallowd │ │ │
──────────────┴───────┴──────┴──────
(5)装运期限
timeofshipment:
(6)装运口岸
portsofloading
(7)目的口岸
portofdestination:
(8)保险:投保___险,由___按发票金额___%,投保
tnsurance:covering risksfor____%ofinvoicevaluetobeeffected
bythe
(9)付款条件:___……
termsofpayment:___凭保兑的,不可撤消的,可转让的,可分割的即期付款信用证,信用证以中
国五金矿产进出口公司__分公司为受益人并允许分批装运和转船。
byconfirmedirrevocable,transferableanddivisibleletterofcredit
infavourofchinanationalmetals&mineralsimport& exportcorporation
___branchpayableatsightallowingpartialshipmentsandtranshipment.
该信用证必须在___前开到卖方,信用证的有效期应为装船期后15天,在上述装运口岸到期,
否则卖方有权取消本售货合约并保留因此而发生的一切损失的索赔权。
注意:开立信用证时,请在证内注明本售货确认书号码 chinanationaltextiesimportand
exportcorporation
important:whenestablishingl/c,please
indicatethemumberofthissalescofr shantungbranch
mationinthel/c.
买方(thebuyers):_____
卖方(thesellers):_____
请在本合同签字后寄回一份存档
pleasesignandreturnonecopyforoutfile.
篇9:护士节演讲诗歌
5月9日下午,我院庆祝5.4青年节、5.12护士节联欢会在气势磅礴的开场鼓舞《中国龙》中拉开帷幕,随后各病区自编自导自演的舞蹈、独唱、音乐微电影、诗歌朗诵、小品、环保时装秀等精彩节目一一亮相。深情的音乐微电影《时间去哪儿了》,医护人员舍“小家”顾“大家”感动了全场,赢得了阵阵喝彩;视觉音乐剧《亲亲我的宝贝》表达了护士们对生命的无限热爱;手语舞《冰凌花》更将护理人员如水般的柔情展现的丝丝入扣……一曲曲美妙的歌声响彻会场,一个个精彩的舞蹈愉悦心目,一段段感人的舞剧感人回味,我院的医护人员将自己的才华展现得淋漓尽致,现场气氛一次次被推向高潮。
我院自20xx年晋升为三级综合医院以来,在医疗技术、护理服务等方面取得跨越式发展的同时,愈加注重医院文化内涵的积淀。医院在新形势下的改革和发展为医护发展提供了广阔的平台,青年医疗骨干、优秀护理团队当之无愧地成为医院文化可持续发展的主力军。我院在强化“优质护理服务示范工程”成果的基础上,不断创新护理服务形式,提升护理服务内涵,各科室单元结合自身特点成立“希望圈”、“消融圈”、“阳光圈”等20多个不同寓意的“品质管理圈”,形成了自上而下的质量管理模式,打造了优质服务品牌,得到了患者和社会的肯定和赞誉。
篇10:实习证明中英文版_实习报告_网
实习证明
兹有xx同学于xx年xx月xx日至x年xx月xx日在实习。
该学生实习期间工作认真,善于思考,能够举一反三,能够将在学校所学的知识灵活应用到具体的工作中去,保质保量完成工作任务。在工作中遇到不懂的地方,能够积极向富有经验的前辈请教。对于别人提出的工作建议,可以虚心听取。同时,该学生严格遵守我公司的各项规章制度, 服从实习安排, 完成实习任务。与公司同事和睦相处,展示了优秀的团队合作精神和沟通能力,与其一同工作的员工均对该学生的表现予以肯定。
现在该学生在我公司已经实习结束,特此证明。
(实习单位盖章)
2015年4月25日
internship certificate
, student from , started her internship in planning department of on , and ended on, .
during the students internship she put much effort into her work and study. she had been proficient at thinking and solving problems and applying the methods to working out those alike. this student never hesitated asking senior co-workers when difficulties are met. the student also does well in putting academic theories into practice, guaranteeing the quality and quantity of the work done. at the same time, the student adheres to the companys rules. respecting and getting along with others well, co-workers have all given their approval to the student who now leaves an excellent impression to the company.
now the student in my company has already concluded, this is to certify that.
(valid with a stamp)
,
篇11:母亲节英文祝福语诗歌
We may not be angels all of the time, but we do appreciate what you do.
我们也许不是一直都像天使那样乖巧,但我们确实感谢您的教诲.
This card comes from the whole family. Happy Mother’s Day.
这张卡片是我们全家合送的.祝您母亲节快乐.
Thanks for being there, mom. Happy Mother’s Day.
谢谢您不断地扶持我.祝您母亲节快乐.
We will try to make this your best Mother’s Day ever.
我们将努力使今天成为您过得最愉快的母亲节.
Today is your day to relax and let us take care of you. Happy Mother’s Day.
今天是您休息的日子,让我们来照顾您.母亲节快乐.
We will try to make this your best Mother’s Day ever.
我们将努力使今天成为您过得最愉快的母亲节.
Roses are red, violets are blue. This card on Mother’s Day is especially for you.
玫瑰是红色的,紫罗兰是蓝色的.这张母亲卡是特别给您的.
You are the best mom that a son ever had.
您是儿子心中最好的妈妈。
To the world’s number one mom!
给世界上最好的妈妈!
Today is your day to relax and let us take care of you. Happy Mother’s Day.
今天是您休息的日子,让我们来照顾您.母亲节快乐.
On this day we honor you, dear mother.
亲爱的妈妈,我们向您致敬.
篇12:学校诗歌比赛活动方案
一,活动背景和意义
为近一步丰富校园文化生活,努力营造积极向上、百花齐放、健康文明的校园气氛。通过开展游泳比赛,增强各班级之间的相互联系,陶冶学生的高尚情操,展示各自体育才华,发扬团队精神,增强组织凝聚力,培养学生的集体荣誉感、热爱集体的组织观念及不怕吃苦、勇于拼搏的奋斗精神,激发广大学生热爱校园和体育努力成才的激情,不断提高自身全面素质,推动校园精神文明建设。
二,机构设置
主办:商纺游泳社团和商纺学院学生会
主办人:商纺游泳社社长马双野
三,参与对象
商纺学院全体学生
四,活动进度
1,宣传动员阶段
时间:
通过下发红头文件,校园主页公告栏,BBS,宣传海报,横幅等多种方式进行宣传宣传动员,在学院各部门的配合和各院系的支持下,保证所有热爱游泳运动的师生都能了解到报名方式。
2,组织报名阶段
时间:
各班级体委负责组建各班级参赛队并报送参赛队员及参与志愿者(裁判)培训人员的名单,原则上由各班班主任担任参赛队领队。报名队员应提前做好时间安排以便按时参加比赛。
4,开幕式
时间
地点:学校游泳馆
5,正式比赛阶段
时间:
周日中午11-1时。
6,赛制规则:
(1)大赛项目
1。男子:50米蛙泳50米自由泳50米仰泳50米蝶泳
2。女子:50米蛙泳50米自由泳50米仰泳50米蝶泳
3。集体:混合4×50米接力(男2女2,自由搭配)
(2)比赛办法
1。参考全国游泳比赛规则。(详细比赛规程见附录一)
2。分组进行比赛,个人比赛和接力比赛均采用先预赛取前六名后决赛的办法,按成绩录取名次。
(3)名次与奖励
1。各项取前3名发奖。并分别按7,5,4分计入团体总分,接力比赛项目分数加倍。
2。团体总分取前三名颁发奖杯。
注:如单项总参加人数不足6人则取消该单项。
报名费每项10元
(4)个人项目:每单位每项(男女组不为一项)限报3人,每人限报2项不含接力。
接力项目:每单位限报1队
7,安全保障
安全问题是举办大型活动尤其是游泳这样大型体育赛事的重要环节。为了确保本次活动安全而又顺利的进行,商纺游泳爱好者协会经多次开会协商,出台了一套完整而细致的安全预案。
8,闭幕式暨颁奖典礼
时间:(决赛进行后)
地点:商纺学院
根据比赛具体进程等详细情况另行设计。
篇13:英文版自我介绍
My name is YuLiQiao, ten years old this year, now at zhongshan primary school. Im in class four (2).
Im a shapely, medium height, heavy is little girl.
My personality is a little bit quiet, but very optimistic, no worries in my life.
I like swimming, reading, love food, I especially like reading history books, ancient Kings and historical facts I can blurt out, I also very much like to read comic books, Japanese cartoonist Gao Muzhi book I have ever seen, and sakura momoko, my hair and small balls are the same.
My dream is to go to Japan someday Gao Muzhi described zishu emphasize taste of the food, also can travel around the world.
See my introduction, you understand me? I hope we can become good friends.
我的名字叫俞丽乔,今年十周岁,现在就读于中山小学四(二)班。
我是一个身材匀称,高矮适中,浓眉大眼的小姑娘。
我的性格有点内向,但是非常乐观,在我的生活中没有什么烦恼。
我喜欢游泳、阅读,爱好美食,我特别喜欢阅读历史书籍,古代君王、历史史实我都能脱口而出,我也非常喜欢看漫画书,日本漫画家高木直子的书我都看过,还有樱桃小丸子,我的发型就和小丸子是一样的。
我的梦想是有一天能够去日本品尝高木直子书中描写的美食,还能周游全世界。
看了我的介绍,你了解我了吗?希望我们能成为好朋友。
篇14:英文版自我评价
The work of the positive and serious attitude, strong sense of responsibility, is sincere, careful, optimistic, athletic, a good team player, able to quickly adapt to the work environment, and to continue to learn in practical work and constantly improve themselves and do their own work . I am a positive, optimistic, pragmatic, continuous learning, struggling to forge ahead of the people. Do not want to fall behind, I do not want to fall behind; behind, losing all chance of success. Learning is also essential, no knowledge is difficult to succeed; at the same time, to fight for their practice more opportunities to succeed!
篇15:优秀大学生自我介绍英文版范文
pesonel statement(introduction)
good morning,my dear teachers,my dear professors.i am very glad to be here for your interview.my name is song yonghao,i am years old .i come from luoyang,a very beautiful aicent city.my undergratuade period will be accomplished in changan university in july ,20xx;and now,i am trying my best for obtaining a key to tongji university.
generally speaking ,i am a hard working student especially do the thing i am interested in. i will try my best to finish it no matter how difficult it is. when i was sophomore, i found web design very interesting, so i learned it very hard . to weaver a homepage for myself, i stayed with my pesonel computer for half a month.,and i am the first one in my class who own his homepage. forthermore,i am a person with great perserverence. during the days preparing for the first examination,i insist on running every day, no matter what the weather was like.and just owning to this,i could concentrate on my study and succeeded in the end.
well ,in my spare time ,i like basketball, tennis and chinese chess. also english is my favorate.i often go to english corner to practise my oral english on every thursday,and write compositions to improve my witten ability .but i know my english is not good enough ,i will continue studying.
ok, that is all,thank you for your attention.
my hometown------luoyang
i am from luoyang,a beautiful city in henan province. it is famous as the capital of nine dynasties and enjoy yhe honer that luoyang peony is the best in the world.
luoyang played a very important role in chinese history. so it has a profound cultural background and many great heritagesites have been well reverved. such as longmen grotto, one of the three grottoes in china ang white horse temple, being regarded as the cradle of chnese buddhism.
luoyang peony is world-famous. every year, many tourists travel to luoyang to see the beauty of peony .the people in my hometown are friendly, they welcome the travellers from all over the world.
i like my hometown very much.
篇16:诗歌朗诵比赛活动总结_活动总结范文_网
四月,学校的活动也很多,学生、老师都很忙碌。周一下午,学校进行了诗歌朗诵比赛,参加的学生都是高中各年级的学生。学校规定每个班最多只能报三个学生参加比赛,在正式比赛之前,学校就已经进行了初选,让一些朗读的比较好的学生继续参加比赛。
有很多同学比赛的时候朗读的是徐志摩的诗《再别康桥》,“轻轻的我走了,正如我轻轻的来,我轻轻的招手,作别西天的云彩......悄悄的我走了,正如我悄悄的来,我挥一挥衣袖,不带走一片云彩。”这首诗是新月派诗歌的代表作品,全是描述了一幅流动的画面,构成了一处处美妙的意境,细致入微地将诗人对康桥的爱恋,对往昔生活的憧憬,对眼前无可奈何的离愁表现的淋漓尽致。学生在朗诵的时候也生情并茂,充满了感情,当你听着学生们朗读的时候,仿佛自己已经站在康桥上了,回想着过去的点点滴滴。这次诗歌朗诵比赛还有一个亮点就是有同学朗诵的是古体诗,其中让我印象深刻的是一位学生朗诵的杜甫的诗《茅屋为秋风所破歌》,“八月秋高风怒号,卷我屋上三重茅......床头屋漏无干处,雨脚如麻未断绝......”,这首诗是杜甫旅居四川成都草堂期间创作的,体现的是诗人忧国忧民的崇高的思想境界。学生刚开始朗诵的时候,我就被他的声音深深地吸引了,因为这位学生的声音条件特别好,很有磁性,而且朗读的时候让人有一种沧桑感,和这首诗的主题相辉映。
这次诗歌朗诵比赛,学生都表现的非常好,让老师和学生们都发现了很多人才,元氏四中果然是卧虎藏龙的地方。
篇17:沈阳故宫导游词英文版
游客朋友们:
大家好!首先请允许我代表沈阳市全体市民对各位的到来表示热烈欢迎!今天我为大家介绍的就是沈阳的风景名胜之一的沈阳故宫”。
沈阳故宫始建于后金天命十年(1620xx年)是清太祖迁都之际草创,清崇德元年(1636年)由皇太极建成。1644年,大清迁都北京,沈阳故宫”从此成为陪都宫殿”。沈阳故宫”是清太祖努尔哈赤和清太宗皇太极修建并使用过的宫殿,距今巳有360余年的历史。在全国现存宫殿建筑群中,它的历史价值和艺术价值仅次于北京故宫居全国第二位。它是中国历史上最后的一个封建王朝的发祥重地,也是清统一中国后东北地区政治经济中心。
沈阳故宫占地6万多平方米,有楼台殿阁各式建筑70余座,由20多个院落组成,总计房屋300多间。故宫按自然布局分为中路、东路和西路三部分。
中路:是太宗皇太极时期的大内宫阙。南端是大清门,也是故宫的正门。向北依次是崇政殿、凤凰褛、清宁宫,它们都排列在一条中轴线上,两侧还有一些对称式的附属建筑。
大清门是日常朝会时文武大臣侯朝的地方,也是清太宗接受群臣谢恩之处。明朝著名将领洪承畴降清后,就从此门进入,受到皇太极的接见。大清门东侧这处建筑叫祖庙,祖庙是爱新觉罗家族祭祀祖先的地方,因是天子的祖庙也称太庙”。
顺着大清门北面的御路拾阶而上,台正中便是气势宏伟被称作金銮殿”的政殿。它建于后金天聪六年(1632年),崇德元年定名为崇政殿。崇政殿为五间九檩硬山式建筑,南北辟有隔扇门,前后是石雕栏杆。殿顶盖为黄琉璃,十分壮观。殿内掾间绘满飞云流水,梁架上全部是和玺” 彩绘,给人以高洁典雅之感。殿内明堂有堂陛,前是金龙蟠柱,柱后有贴金雕龙扇面大屏风和金龙宝座,宝座两侧有鼎式香炉、轩辕镜和太平有象等装饰之物。殿前有大月台,月台东南角有日晷,西南有嘉量亭,都由大理石雕造而成。在月台上还设有四口大缸,都盛满清水以防水灾。古代称它是门海”,来象征缸中水多似海可扑灭火灾,所以又被称作是吉祥缸”。因为北方天气寒冷,所以每到冬天,就要在缸底点燃炭火。崇政殿是清太宗日常朝会议政的地方,1636年皇太极的称帝大典及清天聪十年四月后金”改国号为大清”的典礼就在这里举行。1644年清迁都北京后,历代皇帝东巡时,都在这里临朝听政。
崇政殿前,东西各有五间厢楼,东为飞龙阁,西为翔凤阁。殿后是一个院落,院正北有一座高约4米的高台,台上是皇太极极其后妃的寝区。沿台阶走上去便是一座金碧辉煌的高楼----凤凰楼。它的原名叫翔凤楼,直到1743年才有凤凰楼之称。凤凰楼是清宁宫的门户,也是皇帝策划军政大事和宴筵之所。它与崇政殿同期建成,康熙二十年重修。楼为三层,是三滴水式建筑。每层深广各三间,周围有回廊,下层的门洞是联络台上台下的道。风凰楼既是后宫的大门,又是整个宫殿建筑的制高点。在楼上观看日出,极为美妙。所以凤楼晓日”、凤楼观塔”是沈城著名的景观。凤凰楼正门上额的紫气东来”金字横匾是乾隆皇帝的御笔。
过了凤凰楼就是太宗皇帝皇太极的后宫了。正中是清宁宫,清宁宫原叫正宫”,是五间十一檩硬山式建筑。东一间是皇太极和孝端文皇后博尔济吉特氏的寝宫,称暖阁。正中隔一间璧,把寝宫分为南北两室,南北室各有火炕,又称龙床”。1643年皇太极就在南室端座无疾而终”,终年52岁,后葬于昭陵。西四间为皇帝祭神、行礼的神堂。清宁宫庭院的东南角有一根朱红色木杆,木杆顶端有锡斗,这木杆叫索伦杆,满族人称它为神杆。锡斗内放米谷碎肉来喂乌鸦。
清宁宫两侧是东西配宫,东配宫有关雎宫、衍庆宫;西配宫有麟趾宫和永福宫。东西配宫均为皇太极和妃子们居住之所。清宁宫西北角有一根由地面垒起,低于屋背的烟囱,人们从正面是看不见的。从清宁宫这一系列建筑中,我们可以发现沈阳故宫的两大建筑特点:一是保存了浓厚的满族特色即口袋房、万字炕、烟囱竖在地面上。二是宫高殿低,清宁宫及其四所配宫均高于皇帝议政的崇政殿和东路的大政殿。这是因为清朝夺取政权前,满族是一个牧猎民族,受生活习惯的影响,把居住的地方建在高处,以防野兽和洪水的侵袭。这与北京故宫恰好相反。
清宁宫高台之后是后苑”,也叫御花园”,内有碾磨房、二十八间仓、后宰门等建筑,是皇帝膳食的供给区。并有地下窨道与清宁宫相通。
在崇政殿、清宁宫高台两侧有东所”、西所”。东所由南往北依次是颐和殿、介祉宫、敬典阁等。东所是东巡时皇帝后妃给太后请安之处,也皇太后的寝宫和存放实录、玉牒之处;西所由南往北依次是迪光殿、保极殿、继恩斋和崇谟阁等。西所是东巡时皇帝、后妃及子女居住的地方和存放《圣训》、《满文老档》的地方。崇谟阁的建筑形式是别具一格的,它为卷棚式建筑,是在清乾隆年间增建的。
东路是以大政殿为主体,两侧辅以方亭十座,称十王亭”。大政殿建于努尔哈赤时期,是故宫最早期八角重檐大木架亭子式建筑。大政殿下是高约1.5米的须弥座式台基,周围绕以雕刻精细的荷叶净瓶青石雕。殿身八面均有斧头眼”式隔扇门,内外排柱40根,正门前有双龙蟠柱。殿顶是十六道五彩琉璃脊,正中是宝瓶火焰珠。殿内有精致的斗拱、藻井天花,梁架上用和玺”彩绘,上有黄琉璃瓦绿剪边的顶盖。整个建筑显示出极强的美感和庄严秀丽的装饰艺术情趣。大政殿是皇帝举行大型庆典的地方,1643年清世祖福临在此即位。
大政殿前,正中是宽阔的甬道,两侧以八字形排列着十座方亭,这就是十王亭”。从北至南,东边是左翼王亭、正黄旗亭、正红旗亭、镶蓝旗亭、正白旗亭;西边是右翼王亭、镶黄旗亭、镶红旗亭、正蓝旗亭、镶白旗亭。这是当年八旗首领固山额真和左右统辖八旗的亲王贝勒办公的地方。八旗制度在清王朝的军事政治及社会制度,民事管理等等很多方面都占有极为重要的地位,发挥着巨大的作用。大政殿与十王亭构成了一组亭子式院落建筑,它是清入关前八旗制度在宫殿建筑上的反映。设计者从局部建筑直至整体布局,处处突出八”字。这种把军政制度巧妙地融合在建筑艺术中的做法,真可算是构思独特、别具匠心。
西路:以文溯阁为主体,前有戏台、扮戏房、嘉荫堂,后有仰熙斋、九间殿。文溯阁于乾隆年间兴建而成,是仿明代渐江宁波大藏书家范钦的天一阁”所建。为面阔六间二楼三层硬山式建筑,顶盖为黑琉璃瓦绿剪边。根据五行八卦之说,黑是代表水,文溯阁是专为存贮清代大百科全书《四库全书》和《古今图书集成》而建的。书最忌火,以黑瓦为顶象征以水克火之意。文溯阁东有方形碑亭一座,内立石碑一块。碑阳面为乾隆帝撰写的《文溯阁记》,阴面为《宋孝宗论》。文溯阁东南宫门外有嘉荫堂,它与南面的戏台连成一个院落,是专为皇帝准备的娱乐场所。西路建筑除文溯阁外,其它建筑用卷棚式屋顶,显得十分别致,富有江南风韵。
沈阳故宫是清代遗存下来的最早一组宫殿建筑群,它是国家级重点文物保护单位,希望大家有机会来观光这座气派非凡的帝王宫殿。谢谢大家。
紫气东来,出自传说老子过函谷关”的故事。传说当年函谷关令尹喜梦到次日清晨老子要路过函谷关,于是第二天天没亮清扫庭院,登上城楼。不久,果然老子骑着青牛,在冉冉紫气萦绕下,伴着仙乐来到此地,为他写了五千字文”,这便是道教圣典《道德经》。乾隆皇帝题写的紫气东来”含意是大清帝国是始于东方的盛京皇宫。今天,有没有圣人来呢?请大家向东方看一看那吉祥的云彩吧……
传说:早年,努尔哈赤在明朝总兵李成梁手下做勤务兵时,因他脚下长有红痣,认为他是未来夺取大明江山,有帝王之相者,便要除掉他。努尔哈赤闻讯仓皇逃跑,李率兵疾追,就在即将发现他时,一群乌鸦落在他的身上,在乌鸦的掩护下,才得以生还。努尔哈赤数年后成为后金之主,为感谢乌鸦救命之恩,告喻全族,永不屠鸦。所以索伦杆饲鸦便延续下来。
八旗制是由努尔哈赤组建起来的,努尔哈赤25岁开始了他用兵图谋霸业的戌马生涯。随着势力的壮大,努尔哈赤想建立一支强大而管理有序的军队,于是想到了民间自发产生的组织牛录”这种形式。他在1620xx年组建了军队,把每300个战士组成一个牛录”,每个牛录”,打一种颜色的旗,这就是八旗的雏形。1620xx年后金建军的这一年,他又将4个牛录”改为8个,在原来4种颜色的旗的基础上,各镶上不同颜色的边,成了8色旗,又把5个牛录”组成一个甲喇”,把5个甲喇”组成一个固山”,固山”在汉语里的意思是旗,于是真正意义上的八旗便诞生了。
篇18:外国企业常驻代表机构注销登记申请书
受理号:________________________
受理日期:________________________
广州市
工商行政管理(总)局:
根据《关于外国企业常驻代表机构的登记管理办法》和《关于管理外国企业常驻代表机构的暂行规定》有关规定,现申请常驻代表机构注销登记,请予核准。同时承诺:所提交的文件、证件和有关附件真实、合法、有效,复印文本与原件一致,并对因提交虚假文件、证件所引发的一切后果承担相应的法律责任。
代表机构名称________________________美国新艺公司广州代表处______________________
登记证注册号________________________企外粤穗驻字第╳╳号________________________
外国(地区)企业有权签字人签字________________________李四________________________
(代表机构印章)
二00╳年╳╳月╳╳日
网址:
国家工商行政管理总局制
现委托代理机构/本机构人员_____________张三_____________(代理)/办理本机构注销事宜。
委托人________________________李四________________________
注:委托人为首席代表。
代理人信息
代理机构
代理证复印件粘贴处
姓名
代理证号
联系电话
本机构申报人员信息
姓名
张三
身份证或工作证复印件粘贴处
部门
行政部
电话
外国(地区)企业常驻代表机构
注销登记所需提交的文件、证件
序号
文件、证件名称
《外国(地区)企业常驻代表机构注销登记申请书》
原审批机关同意注销的文件
海关、地税、国税的完税证明
登记证、代表证
其它有关文件、证件
规范要求:
本申请书应由外国(地区)企业董事长或其他有权签字人签署,用黑色或蓝黑色钢笔、签字笔填写,字迹应清楚。
以上文件除标明复印件外,应提交原件。
以上提交文件如为外文,需提交中文译文,并加盖翻译单位公章。
第2项应提交审批文件原件或有效复印件。行政审批被取消的事项毋需提交。
5、第3项指海关、地税、国税的完税证明。
注销登记事项
名称
美国宝颖公司广州代表处
驻在地址
广州市天河区芳芳路102号501室
注册号
企外粤穗驻字第╳╳号
驻在期限
╳╳年
注销
原因
本代表处已完成派出企业的联络业务,申请注销
审批机关
广州市对外贸易经济合作局
批准文号
穗外经贸易联驻╳╳号
批准日期
二00╳年╳╳月╳╳日
收缴登记证╳份
编号
收缴代表证╳份
备注
登记主管机关审核呈批表
受理人审查
意见
签字:________年____月____日
处长审核意见
签字:________年____月____日
局长核准意见
签字:________年____月____日
备注
领照清单
注:领照人应为首席代表或其授权人。
注册号
核准日期
打印人
营业执照编号
正本:副本1:副本2:
缴费数额
缴费收据号
领
照
人
签字
日期
证件名称
证件号码
发照人
签字
日期
备注
归档情况
送档人
接档人
送档日期
备注
篇19:导游词英文版
Does not have been to Dali, know Dali mostly comes from two sources, one is Mr Jin yongs novels, the novel middle HuangYe "refers to the magic" highlighted south ancient qingyuan mystery of zhao, and attract plumcakes with random; 2 it is 60 s "five golden flowers" as a song sings through the great river north and south "butterfly spring edge to meet", Dali beautiful scenery is also well known.
In fact, Dali some far more than these. Dali has a long history, known as the "literature of state" reputation. As far away as new paleolithic period, there are ancient human living. West the emperor set counties in yunnan, Dali in the han dynasty. Tang and song dynasties, Dali has belonged to the south zhao kingdom and Dali kingdom of tang and song dynasty two local authority. Before the yuan dynasty, Dali is always the center of politics, economy and culture in yunnan. Yunnan in the yuan dynasty, established, the center of politics, economy and culture in yunnan by Dali moved to kunming. However, Dali is still the center of politics, economy and culture, western yunnan successively with road, office, administrative commissioners office a political institution of regional level. In 1956, the regional national autonomy, the establishment of Dali bai minority autonomous prefecture. At the same time, also is the transportation hub of western yunnan Dali. After the reform and opening, Dali has gradually developed into western yunnan business tourist center city.
Long history and bright culture, left a rich historical relics. Jade Er between silver cang, natural scenery beautiful spectacular, features such as screen, erhai lake as a mirror, butterfly spring deep, both the "moon" four wonders (where the wind, the flowers, zhon mountain, erhai lake month) snow.
Dali bai, the most important is simple and full-bodied amorous feelings of bai preserved here. To Dali bai life custom, you can learn to taste the unique bai flavor food, to choose and buy gratified flexibly bai folk arts and crafts, you can also take part in a traditional Dali bai march street festival celebrations.
The ancient city of Dali has attracted foreign self-help tourists, formed a nation road in the citys famous "foreigner street". Reveling in bai simple and unsophisticated folkway and long history culture, they might even in Dali long-term residence.
篇20:新学期计划英文版_学习计划_网
The New Terms Plan
The new term is coming.I am excited..I will be in eight grade next term.
I will be more hard-studying in next term.And I will pay more attention to study math and physics.In order to be more and more healthy and strong.I will do more exercise next term.In the new term,I will know more focus of the world because I will read more newspaper.
I hope the new term will come sooner.