0写给病人的健康祝福语大全_问候语_网
在人生中，健康的价值远胜过声望和财富。朋友生病了，怎么说祝福语？小编今天为大家带来写给病人的健康祝福语，一起来看看吧！
适当的运动所起的作用，几乎可以代替一切药物，但世界上任何药品却都不能代替运动的作用。
今天你感冒好了吗?要多注意身体，多喝水，别忘了每天喝蛋白质粉，它对身体百利无一害。
精神畅快，心气平和。饮食有节，寒暖当心。起居心时，劳逸均匀。
我的好心请，全由你决定，你快乐所以我快乐，祝你每天开开心心，快快乐乐.
欢乐是生活的良药，它治愈生活中的疾病，平息生活中的争斗。
家人、朋友对你深深的爱永远保卫着你，你是我们永恒的主题!上帝保佑你!千言万语化为一句祝福：希望你早日康复!我们大家都会比以前更爱你!
想想父母，吃药不苦;想想亲朋，打针不痛;想想心里的……病就会好啦!祝你早日康复，变得生龙活虎。
烟少抽点，酒少喝点，牢骚少发点，心态好一点，心情舒畅一点，这样你的身体就会健康多一点。
对人生命最大威胁是以车代步，而不是交通事故。
感冒好点了吗?要多注意身体，多喝水，早日康复!
根据朋友特别法，判处你快乐无期徒刑，剥夺郁闷权利终身，并处没收全部寂寞烦恼，你无权上诉，立即执行!
工作诚可贵，健康价更高!好好休息，早日康复!虽然这是一个迟到的问候，但是它代表我的衷心祝愿。祝你早日康复，天天有个好心情!
天气变得真快，北风悄悄吹来，出门外套要带，睡觉记着要盖，多吃水果青菜，还要记着补钙，健康永远相伴!
天气在变坏，对你很牵挂;晚上被要盖，小心脚冻坏;吃饭啃骨头，这样会补钙;不要骂我坏，祝你能愉快!
天渐冷，夜渐长，寒冷冬季萧瑟瑟;寒风吹，冬雪飘，保暖工作要做好;生活苦，生活累，身体健康很重要;多休息，多锻炼，病痛苦难快快跑!
家人好友，永远都在爱着你，支持你!你的生命不再只属于你自己，而是属于所有爱你的人!你的康复，就是我们的幸福;你的安康，就是我们的平安!
健康是一个人最大的本钱，千万不要为了金钱而丢掉本钱。没有本钱也就没有金钱。
夏日高温不退，生活枯燥无味，革命工作很累，向你友谊提醒，自己身体宝贵，白天多吃水果，晚上早点儿睡。
现在阳光明媚，希望你的心情也是这样。
首先，希望你有漂亮的护士MM照顾;之二，每天都被鲜花和祝福，还有好吃的东东包围;之三，当然是最重要的一点喽，希望你早日康复!
欢乐就是健康，愉快的情绪是长寿的最好秘诀。祝您天天快乐!
愿健康快乐像阳光普照大地般环绕在你身边，愿幸运幸福像春雨滋润万物般飘洒在你左右。
月色浓浓如酒，春色轻轻吹柳，桃花开了许久，不知见到没有，病毒世间少有，切忌四处乱走，没事消毒洗手，祝你健康永久!
运动，是健康的源泉，也是长寿的秘诀。盼您天天锻炼，益寿延年。
在人生中，健康的价值远胜过声望和财富。愿您劳逸适度，多加保重。
活泼就是精神健康。
我真想把世界上所有的阳光都采入你的心间，把健康和快乐扎一束最美的鲜花献给你。愿你生命的每一天都健康、快乐、如鲜花般灿烂!
阳光照耀的地方有我默默的祝福，月光洒向地球的时候有我默默的祈祷，流星划过的刹那我许个愿：祝愿正在看短信的你远离病痛!
养病四不：不能默默忧愁，不能吸烟喝酒，不能剧烈运动，还不能删这条短信的祝福。祝早日康复!
一笑烦恼跑;二笑怨憎消;三笑憾事了;四笑病魔逃;五笑永不老;六笑乐逍遥。时常开口笑，寿比南山高。
以自然之道，养自然之身。 一个人当他浑然忘却了自己年龄时，才是最健壮的时期。
适当的运动所起的作用，几乎可以代替一切药物，但世界上任何药品都不能代替运动的作用。
即使你拥有世界上所有财富，也不及拥有健康更为宝贵。
春风轻轻吹柳，桃花开了许久，不知见到没有，病毒世间少有，切忌四处游走，注意消毒洗手，病毒莫能长久，闲来挂念吾友，祝愿健康永久!
打针吃药受罪，不能出门无味，心情我能领会，平心静气才对，当你生病的时候，你的朋友一直在挂念着你，为你默默祈祷：希望你早日康复!
更多相似范文
篇1：大学生个人简历英文版
Resume
Name: Mr. MU Gender: Male
Wedlock: Single Nation: Han
Residence: Guangdong-Jieyang Age: 29
Location: Guangdong-Dongguan Height: 170cm
Target Locations: Guangdong、 Other-Other、 Other-Other
Target Positions: Mechanism/Instrument-Machine Engineer
Target Jobs:
Desired Salary: Negotiable
When Can Start: after 20xx-7-1 later
Education
1999-9 ～ 20xx-7 Guangdong University of Technology Machine Design and Manufacturing automation Technical School
1996-9 ～ 1999-7 MianhuHighSchool High School
Special Skills
Professional Title:
Computer Level: junior
Computer Skills: Basic Microsoft Office system operation
Strengths: anything about English
Language Skills
Chinese: Cantonese:
English Level: Majored in English TEM-4
English: Skilled Japanese: General
Career Objective
Career Direction: Becoming a engineer about mechanism is my will !!First ,my english of course needs to be fully developed by hard training.and then ,i plan change my direction to some other majores like trading and fiancing.
Requirements:
Certifications
Certificate1 20xx-04-09
Self Assessment:
There is the ability of the structure and the homework bad problem of the analysis product, can investigate a reason of bad problem to combine in time to in correspond a counterplan to handle in time, certainly begin an ability, such as.(hand plank creation, the work packs a tongs design)
Acquaint with molding tool structure and the method of manufacturing, , acquaint with a plastics molding tool structure and product structure, material, process a craft and examine a method Can make use of the manufacturing software, pro/e of the machine design masterly, the AutoCAD different edition.
Can give to produce in time the spot the row pull, adjusting the spot the craft of the hardware equipments produce ability..
篇2：2024早安祝福语
1、阴天，晴天，总是新的一天；好梦，噩梦，活在当下不是梦；从晚上，到早上，这一刻，你我都在路上。早安，我们一路同行！
2、美丽的早晨，把压力释放，清凉的秋风，把欢乐吹响，温柔的阳光，把温馨点亮，轻松的心情，把幸福送上，早安！
3、走自己的路，按自己的原则好好生活。即使有人亏待了你，时间也不会亏待你，人生更加不会亏待你！早安！
4、连起床这么艰难的事你都做到了，接下来的一天还有什么能难倒你！加油！早安哦~
5、早晨的最大好处，是让我们知道今天能从头开始。早安~
6、无论何事，若真的在乎且努力，结果总不会差。早安
7、你永远都不会知道自己到底有多坚强，直到有一天你除了坚强别无选择。早安！
8、偶尔的自我陶醉一番，人不用活得那么严肃的。早安~
9、一丝真诚，胜过千两黄金；一声问候，送来温馨甜蜜；一句早安，捎去万般心意！在忙碌的日子里请照顾好自己！
10、睁开你的眼，我用温馨送你声早安；抬起你的头，我用快乐与你握个手；穿上你的衣，我用祝福伴你赢胜利。早晨快乐！
11、连夜甜蜜美梦，赶走疲惫忙碌。醒来打开手机，问候抢先登陆。朝阳每天依旧，牵挂日久弥新。不论何时何地，祝福永远相随。早安
12、不是每天都有阳光，不是每天都会凉爽，只要我们心中有阳光，人生总会是晴朗，只要我们心中有凉爽，每天都会充满希望。早安！
13、伸个懒腰，舒展甜美笑容；打开窗帘，迎接温暖晨光；吹吹微风，吹走过去烦恼；淡妆启程，新的一天全新自我。早安，祝美丽心情
14、时钟敲响，骄阳升起，凉风吹荡。在这一天最惬意的时候，赶紧起来，看看这一片蔚蓝的天空吧，它给了我们无尽的希望，早安！
15、风再大，雨再狂，也不能赖床；身再累，心再忙，也别丢梦想；山再高，路再长，也要向前闯。托美丽的霞光，道一声早安。
16、夏天的早晨，捎个美好的祝愿，愿你生活甜甜；送个美妙的祈愿，愿你好运连连；许个美丽的心愿，愿你事业圆圆。祝早安！
17、阳光洒在心中，惊醒一帘幽梦；问候如沐清风，蓝了朗朗晴空；泛起甜甜笑容，心事一切随风；开启快乐一天，身心时时放松。早安！
18、提一盏七色快乐灯，站在微光的清晨，推开幸福城堡的大门，送去我最真挚的祝福。亲爱的朋友早安，祝愿你一生幸福，健康平安。
19、早上醒来笑一笑，心情快乐精神好；活络胫骨扭扭腰，生活健康每一秒；事业芝麻节节高，好运连连天天妙！愿清晨好心情，早安！
20、事多不心烦，来了就来了；倦了别硬撑，睡了就睡了；成功莫强求，努力就对了；简单日子好好过，漫漫人生心静了就快乐了。早安！
21、清晨阳光照在身，祝你幸福又平安；清晨微风吹你脸，祝你梦想早实现；清晨短信祝福你，祝你开心每一天。早安！
22、向日葵说，只要你朝着阳光努力向上，生活便会因此变得单纯而美好。美好的一天开始，愿你能向日葵一样，迎着阳光向上！早安！
23、清晨的第一缕阳光射到你的床头，把一天的温暖送上你心头，清晨的第一声鸣叫传入你的耳中，把一天的快乐送到你心田。早安！
24、生活处处有压力，白天有，干劲十足，晚上有，睡眠不足；忙时有，动力十足，闲时有，轻松不足。要正视压力，轻松面对，早安！
25、一天第一个问候送给你，让你有个好心情；第一个祝福送给你，祝你一天工作顺心；第一个愿望送给你，愿你永远幸福又温馨。早安！
26、轻轻睁开眼，鸟儿欢叫甜；微微打开窗，清新满心间；匆匆洗个脸，信心一整天；出门见个喜，处处道早安：晨起快乐！
27、早安朋友，请接受我的祝福：让微笑爬上脸庞，让快乐充满心房，让好运陪在身旁，让成功依偎胸膛，让友情在你心中珍藏。
28、问路才不会迷路，留退路才不会有绝路。失去了不一定是失败，成功了也不一定是成就，可以逃避现实，但不能逃避人生。早安，朋友！
29、铃声的旋律多曼妙，清晨的气息真正好，打开手机傻傻的笑，短信问候早早到：捎上我的祝福，怀揣你的自信，收获美好的一天！早安！
30、初升的骄阳，是你的温暖充溢我的眼睛；微微的晨风，是你的关爱洒遍我的心灵；问候随心，将快乐为你签订。早安，我的朋友！
31、清晨听希望，快乐叮咚响，幸福无穷无尽；吉祥啧啧语，好运无边无际；如意轻轻吟，财源绵绵延延。早安，我的朋友！
32、人，互相依靠脚踏实地；爱，互相滋润沁人心脾；事，共同努力简单容易；路，共同行走风景美丽。愿天天开心如意。早安！
33、事业前途未卜，努力还需无数，拙以勤劳弥补，执着成就建树，幸福就在前路，只需勇敢追逐，请你要义无反顾！早安！
34、春日清晨，祝福飘香；花语鸟鸣，溪水歌唱；烦恼消除，快乐飞翔；上班出行，赏尽春光；指动荧屏，问候情长；祝你今早，拥抱欢畅！
35、天幕徐徐拉开，清风袅袅吹来，问候轻轻送来，一身轻松自在，登上事业舞台，开创美好未来，幸福花儿盛开，愿你天天愉快！
36、闹钟在吵，喜鹊在叫，我的祝福准时来到。缕缕阳光，花儿开笑，我的关怀依旧未少。祝福你我，工作顺心，平平安安始于清晨。
37、早上的晨曦是我问候的主题，愿你今天幸福多彩；初升的太阳是我祝福的载体，愿你工作步步高升！早上好！
38、人生路上，很多时候看不清未来，回不到过去。那么，就别让时间在眺望未来中流逝，莫让年华在回忆过去中沧桑，把握今天，开心享受每一天。早安。
篇3：朋友圈早安祝福语
早上好！愿你这天有个好情绪！
每一个日出，总想带去期望的问候：让每一天的空气都是清新让每一天的情绪都是舒展让每一天的收获都是充实，早安！
清晨到，对着镜子照，照一照，笑一笑，所有烦恼都跑掉，抑郁忧愁全都消，快乐自然不会少。问候跟着来报到，祝幸福，早安！
悄悄的打开快乐的大门，欢迎你进来，甜蜜的感情，充实的工作，完美的一天从这一刻开始！早安，朋友！
第一个问候送给你，让你有个好情绪；第一个祝福送给你，祝你工作一天顺心；第一个愿望送给你，愿你永远幸福又温馨。早安！
生活有进有退，输什么也不能输了情绪。祝早上好情绪，一路同行的人们！
一年之计在于春，一天之计在于辰。愿你在清晨起床后情绪好好，胃口棒棒，福运佳佳，笑口开开，早上好！
清晨起床对着镜子说：早上好；上班工作时对每个人微笑说：早上好。自我问候，传递问候，感受快乐，你会更完美快乐！
轻风舞柳，在向你招手，带上我真诚的问候“早上好”，荷花映日，绚烂多姿，送上我真挚的祝福“愿快乐伴你分秒
早上空气清新，叫你事事顺心；上午阳光明媚，祝你薪水翻倍；下午小风娇好，愿你青春不老。
早上好！愿你这天有个好情绪！
每一个清晨，愿所有的祝福和问候都带着咱们的爱，拥挤在你的酒杯里，红红的，深深的，直到心灵最深处！
在我心灵的百花园里，采集金色的鲜花，我把最鲜艳的一朵给你，作为我对你的问候。
，我想你了，你想我吗？
最快的脚步不是跨越，而是继续；最慢的步伐不是缓慢，而是徘徊；的道路不是大道，而是坦荡；最险的道路不是陡坡，而是陷阱；的幸福不是得到，而是拥有；的财富不是金钱，而是健康；最棒的祝福不是将来，而是此刻。大家早安！
经典的，搞笑的，好玩的都能够喔～！
早上好,闹铃在吵,喜鹊在叫,你在笑,我在祈祷:愿你天天没烦恼!愿你永保青春不显老!
找点空闲，找点时刻，叫上朋友多出去走走。带上笑容，带上祝愿，发条消息给真心的朋友。时刻常有朋友不常有，用常有的时刻祝不常有的朋友，快乐常有!早上好!
收集一些经典的用来早上问候女友的消息,嘿嘿～～
一觉醒来好想你，随手发去消息息，几天没见可好吗，祝你天天好情绪。
睁开眼睛，给你一个轻轻的祝福，愿它每分每秒都带给你健康好运和幸福。
一觉醒来好想你，随手发去消息息，几天没见可好吗，祝你天天好情绪。
轻风舞柳，在向你招手，带上我真诚的问候“早上好”，荷花映日，绚烂多姿，送上我真挚的祝福“愿快乐伴你分秒。
我叫太阳每一天把幸福的阳光洒在你身上，我叫月亮每一天给你一个甜美的梦境，祝愿你事事如意！
蓝天吻着海洋，海洋偎着蓝天，我把祝福写在蓝天碧波上。当太阳在海边升起，我的祝福就会来到你的身边：早安！
我的心意，和清晨的阳光一齐，把快乐带到你的心底，让你和我一齐，伴随清风吹起，把一天的快乐举起，早上快乐！
真诚的祝愿带给远方的你，愿你事事顺心，快乐相随
清晨推开窗，拥抱阳光，感觉自然的微笑；夜晚散散步，聊聊家常，品味平凡的幸福。朋友，拥有好心态，愿你幸福完美！
除了爱你我想不出能使我继续活著的理由
准时向你播报天气预报：这天你将遇到金钱雨，幸福风，友情雾，感情露，健康云，顺利霜，安全雹，开心闪。
在我心灵的百花园里，采集金色的鲜花，我把最鲜艳的一朵给你，作为我对你的问候。
要有最朴素的生活，与最遥远的梦想。起床享受这个周末的清晨吧~早安，朋友
早安：睁开眼睛，给你一个轻轻的祝福，愿它每分每秒都带给你健康好运和幸福。期望你度过完美的一天！
真诚的祝愿带给远方的你，愿你事事顺心，快乐相随在我心灵的百花园里，采集金色的鲜花，我把最鲜艳的一朵给你，作为我对你的问候。
和阳光的人在一齐，心里就不会阴暗；和快乐的人在一齐，嘴角就常带微笑。微微南风，将是晴朗的一天，亲，早安！
清晨的完美就如青草般芳香，如河溪般清澈，如玻璃般透明，如甘露般香甜。亲爱的朋友，早上好，愿你这天有个好情绪！
早上好，吃饭了吗，没吃的话，送你一盘鸭，吃了会想家；还有一碟菜，天天有人爱；配上一羹汤，生命永健康；再来一杯酒，幸福会长久；另加一碗饭，感情永相伴。
祝福早晨:祝福蹒跚学步的早晨,也祝福坚实稳健的早晨,更要祝福鹤发童颜老当益壮的早晨,晨风中人们健康的笑脸就是世界上最美的图画呀,她会将心中的爱和真诚点燃
一觉醒来好想你，随手发去消息息，几天没见可好吗，祝你天天好情绪。
晨的完美就如青草般芳香，如河溪般清澈，如玻璃般透明，如甘露般香甜。亲爱的朋友，早上好，愿你这天有个好情绪！
我的手机春天吹开你的心扉，夏天传给你凉爽，秋天带给你收获，冬天燃烧你的激情；困难时常给你送去顺利，想我的时候发给你我的祝福。早上好!
早晨醒来笑一笑，情绪快乐精神好；活络胫骨扭扭腰，生活健康每一秒；事业芝麻节节高，好运连连天天妙！愿晨起好情绪！
如果星星知道自我背负着所有的愿望。那它会发奋地闪射。当你看见最亮的一颗星星时。那是我为你许的愿；愿你平安快乐
只想牵你的手看你的眼光著脚丫子在海边漫步只有你只因你
一觉醒来好想你，随手发去消息息，几天没见可好吗，祝你天天好情绪。
蓝天吻着海洋，海洋偎着蓝天，我把祝福写在蓝天碧波上。
早安！看着天边的红日蹦出来一次又一次，期望你的一天也如刚升起的红日一般！
你把心门打开，我的祝福会随着风儿飘进来；你把窗户打开，我的祝福会随着阳光射进来；你把手机打开，我的祝福会随着铃声响起来！早上好！
但愿你的眼睛，只看得见笑容；但愿你以后每一个梦，不会一场空！
早上的晨曦是我问候的主题，愿你这天幸福多彩；初升的太阳是我祝福的载体，愿你工作步步高升！早上好！
篇4：道歉信英文版
Dear Mr simth :
Sorry, my nephew put your glass is broken. Ive told him not in the next room front play football. Although he didnt listen to, but I will still be warned him.
I will pay for your loss and from his pocket money to buckle, warned him not to make the same mistake again! Finally, I was once again to you express apology for him!
Hope will bring you trouble!
Break your glass`s man
篇5：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6：给自己的早安正能量问候语录_问候语_网
1.不畏将来，不念过去，笑对当下。人生有两条路要走，一条是你必须要走的，一条是你想要走的。你必须要走好你必须要走的路，才能接下来把你想要的路走好。不忘初心，方得始终。新的一天开始啦，愿你成为一个温暖而有力量的人！
2.放弃凡事都争个明白的傻念头吧，要知道真正的智者从不会为小事斤斤计较，他们总是坚持走自己的路，却不管别人怎样评说，然而时间最后总会证明他们是正确的。早上好！
3.用知识的浪花去推动思考的风帆，用智慧的火星去点燃思想的火花，用科学的力量去强劲腾飞的翅膀。用浪漫的激情去创造美好的生活，只有使自己自卑的心灵自信起来，弯曲的身躯才能挺直。早晨好！
4.梦想的坚持注定有孤独彷徨，因为少不了他人的质疑和嘲笑，但那又怎样，哪怕遍体鳞伤，也要活得漂亮！新的一天，早上好！
5.心如大海，潮起潮落，成功的起点是在山穷水尽时，希望的萌生是在峰回路转时，只要心中有一轮太阳，又何惧世事沧桑，若能一切随它去，便是人间好时节。
6.选中一天的美好，剪切悲观的烦恼，删除不满的忧虑，粘帖快乐的心境，刷新过滤的苦闷，保存美妙的心情，创建新文件夹：开心每一天！轻轻一声问候愿给你带来清晨美好的一天！早安！
7.叮铃铃，愿你起床满身轻；叮铃铃，愿你早晨好心情；叮铃铃，愿你快乐心头涌；叮铃铃，愿你美梦永不终；叮铃铃，祝福短信不告罄；叮铃铃，问候愿你福一生。早安！
8.生命太短暂，不要活在别人的梦想之中。早安！
9.狂风，暴雨中，哪怕被吹倒了，人也要敢于在泥泞中匍匐前进。千辛万苦中，哪怕被压倒了，人也要敢于在重压下顽强挺立。时光把过去浓缩成记忆，你可以回首，但无法回转，一切遇到的诀别的拥有的失去的，都无可更改。就算命运再不堪，我们都要前行。早安！
10.无论做什么事，都不要拿自己的价值观和生活方式去打扰别人的生活，甚至企图改变别人，有时候微笑附和比激烈反驳会让你更可爱。早安！
11.趁年轻，余额不足可以挣，电量不足可以充，时间匆匆不再回来，趁年轻就去多付出，不攀比，不抱怨，不计较，多付出，因为有一种努力叫靠自己！亲们，早安！
12.世界那么大，永远有人想要去看看，也永远有人不敢去闯闯。迈出那一步，没有那么容易，但或许，也没有那么难。或许，我们欠缺的，真的不是时间和钱，而仅仅是迈出第一步的勇气----推开门去，就是世界。
13.担心未来，不如现在好好努力。这条路上，只有奋斗才能给你安全感。不要轻易把梦想寄托在某个人身上，也不要太在乎身旁的耳语，因为未来是你自己的，只有你自己能给自己最大的安全感。别忘了答应自己要做的事，别忘记自己想去的地方，不管那有多难，有多远。早安~
14.世间事，世人度；人间理，人自悟。面对伤害，微微一笑是豁达；面对辱骂，不去理会是一种超凡。忍耐不是懦弱，而是宽容；退让不是无能，而是大度。“计较”生是非，“无视”己清静。愿人生如水坦然！
15.轻轻道声早安，传去我无限关怀。静静等你回复，倾注我多少期盼。最美的一天，就从这短讯传递间开始。
篇7：导游词英文版
Before I came to Qufu, many of my friends may have known a lot about Qufuand Confucius, but some of them didnt know much about them. Now, before I enterthe scenic spots, Id like to briefly introduce Qufu and Confucius.
Qufu is located in the southwest of Shandong Province, China. There are620000 people in Qufu, including an urban population of 100000 and an area of890 square kilometers. The word "Qufu" first appeared in Erya. Ying Shaoexplained in the Eastern Han Dynasty that there was a Fu in the city of Lu, andWeiqu was seven or eight Li long, so it was named "Qufu". In 1012, the fifthyear of dazhongxiangfu, Emperor Zhenzong of the Song Dynasty, in order tocommemorate the birth of Xuanyuan Yellow Emperor, the ancestor of the Chinesenation, in Qufu, he once changed his name to Xianyuan county. In 1129, EmperorTaizong of the Jin Dynasty renamed Qufu, which is still in use today. Qufu is asmall city. However, Qufu is also an ancient city with 5000 years ofcivilization and culture. In this sacred and ancient land, there are four peopleleft traces of the three emperors and five emperors in ancient Chinese legend.According to historical records, Emperor Century and other historical records,"the Yellow Emperor was born in Shouqiu", "SHAOHAO ascended the throne from thepoor sang, called Qufu as the capital, and was buried in Yunyang mountain". Now,eight miles east of Qufu, there is still a pyramid tomb, SHAOHAO mausoleum.There is a Chinese saying that "people go to the top, water flows to thebottom". Can we understand that our ancestors of the Chinese nation migratedfrom here, from the middle and lower reaches of the Yellow River to the CentralPlains, to the Loess Plateau, while our mothers rivers, the Yellow River andthe Yangtze River, galloped down from the Loess Plateau, and finally flowed intothe sea In fact, most of the sages in Jiangbei came from Qufu. In the feudaltimes of China, there were six saints granted by the emperor. They wereConfucius, Mencius, fushengyanzi, shushengzisi, zongshengzengzi andyuanshengzhougong. The first four were born in Qufu. The last two were disciplesof Confucius and fiefdoms in Qufu. Zhougong was the king of the state of Lu for33 generations, and Shandong has been called Lu since then. Now there are manycultural relics in Qufu, including 4 national cultural relics, 11 provincialrelics and more than 100 municipal relics. In 1982, Qufu was announced by theState Council as one of the first batch of 24 historical and cultural cities inChina. In 1994, Qufus "three Confucius" was officially listed as a worldcultural heritage by the United Nations. Because of its important contributionto Oriental culture, many people call Qufu one of the three holy cities in theworld: "Oriental Mecca". Here, you have to ponder, but also can not helpfeeling, because here is deeply rooted in the Chinese nation, deeply rooted intraditional Chinese culture.
Dear friends, in China, in the East, a land with a history of 5000 years ofcivilization, you may not understand the inscriptions on bronzes, or what thehuman head and animal body represent or symbolize. However, when you walk intothe life of the Chinese people and walk on the ancient land where the Chinesenation thrives and works to create, you can feel and touch the Confucian culturein the daily life of the Chinese people, and then you can experience thedifferences between the Chinese people and other nationalities in their way oflife, customs and ideals. No matter from which angle or level you explore thepersonality and character of the Chinese nation, it is not difficult to find thegene of Confucian culture. In the long process of historical evolution,Confucian culture has almost become the synonym of Chinese traditional culture.The founder of Confucian culture is Confucius.
Confucius was born in 551 B.C. and died in 479 B.C. at the age of 73. WhenConfucius was 3 years old, his father uncle Liang he died. When he was 16 yearsold, his mother Yan Zheng died. Young Confucius became an orphan and began hislife of making a living, studying and struggling alone in a hierarchical feudalsociety.
As a young man, Confucius studied hard and asked questions frequently. Inhis youth, he mastered the six arts of etiquette, music, archery, imperial,calligraphy and mathematics, and then mastered the six classics of poetry,calligraphy, etiquette, music, changes and spring and autumn, which laid thefoundation for the establishment of Confucian culture.
At the age of 30, Confucius set up a school to teach students, and began along education career. He was the first to give private lectures in China, toface the public, and to advocate "education without discrimination". He becamethe first great educator in China and the world.
When Confucius was 51 years old, he became a magistrate of Zhongdu county.Later, he worked as a prime minister in Lu. However, not long after that, heresigned and left the state of Lu to begin his 14 year tour of othercountries.
When Confucius returned to the state of Lu at the age of 68, he devotedalmost all his energy to teaching and literature collation until his death.Confuciuss life is a life of wandering and suffering, a life of hard work andencouragement, a life of spring breeze and rain, a life of cultivating talents,a life of writing books and writing stories, and a life of saving the world.Today, although his body has gone up in smoke and ashes, his thoughts havepenetrated into the hearts of every Oriental. He has cast the personality andcharacter of the Chinese nation. With the development of history and socialprogress, Confucius will also guide mankind to stride into the 21st century.
There are many cultural relics and tourist attractions in Qufu, most ofwhich are related to Confucius and Confucius culture. Now we are located in theSouth Gate of the ancient city of qufuming. To the north of the gate is theConfucius Temple, which is known as one of the three ancient buildings in China.There are four characters "Wanren palace wall" above the gate. Ren is an ancientunit of length, one Ren is about 8 feet. It is said that some people praisedConfucius disciple Zigong for his knowledge. After hearing that, Zigong said,"human knowledge is like a palace wall. My knowledge is only as high as the topof the wall. People can see everything in the wall when they see it. ButConfucius, my teacher, has several walls. If you dont find other doors, youcant see the beauty of the temple and the variety of houses inside the wall.".In order to express their admiration for Confucius, Hu zuanzong in Ming Dynastywrote "Wanren palace wall" on the city gate. In order to show his worship forConfucius, Emperor Qianlong in Qing Dynasty took down the stele and replaced itwith "Wanren palace wall". This is the origin of "Wanren palace wall".
Confucius Temple is a temple built by later generations to offer sacrificesto Confucius. It was built in the second year after Confucius died. With an areaof 327.5 mu, it imitates the Imperial Palace system. It is divided into ninecourtyards and arranged symmetrically on the left and right. The whole buildingcomplex has 466 rooms, including five halls, one Pavilion, one altar, twoverandas, two halls, 17 stele pavilions and 54 gate squares, with a length ofabout 1 km from north to south. Confucius Temple is the only isolated example inthe history of architecture in the world, which is magnificent, large in area,long in history and well preserved.
Outside the east wall of the gate of Confucius Temple, there is a tabletsaying "officials and people wait to dismount here". In the past, any officialwho came here, military officials would dismount and civil officials woulddismount to show respect for Confucius.
The first stone square of Confucius Temple is called "Jin Sheng Yu Zhensquare". Mencius once had such a comment on Confucius, he said: "Confucius iscalled jidacheng, jidacheng, Jinsheng and yuzhenzhi.". "Jin Sheng, Yu Zhen"refers to the whole process of playing music, which starts with striking thebell and ends with striking the rock. It refers to the great achievement ofConfucius thought of gathering ancient sages and sages. On the lotus throneabove the stone square, there is a unicorn monster called "ward off evilspirits" or "roar from the sky". This is the only ornament that can be used inthe Royal Palace of feudal society.
The first gate of Confucius Temple is called "Lingxing gate". "Latticestar" is also known as Tiantian star. The ancients worshipped heaven first."Lingxingmen" was written by Qianlong. "Taihe Yuanqi" square is similar to"Jinsheng Yuzhen" square. The inscription is written by Zeng Mian, governor ofShandong Province in Ming Dynasty, praising Confucius thought as heaven andearth produce all things. There is a waist gate in the East and west of thecourtyard, and it is written in the East that "demou is as big as heaven andearth, and his theory is the best in ancient and modern times.". This gate iscalled "Shengshi gate". From here, we can feel profound and profound. The word"holy time" is taken from the sentence "Confucius, the sage of the time" inMencius, which means that among the sages, Confucius is the most suitable onefor the times.
When you cross the Shengshi gate, you will face the small stone bridge,which is called Bishui bridge. There are two gates on both sides of the bridgeto the south. The east gate is called "quick view gate", which means to seefirst. The west gate is called "Yanggao gate", which praises Confucius profoundknowledge. When we enter the gate, we call it "Hongdao gate". These three wordsare taken from the sentence "people can promote Taoism" in the Analects ofConfucius. Weixing Gong, in order to praise Confucius for expounding the "Tao"of Yao, Shun, Tang and Wenwu. This gate is also the gate of Confucius Temple in1377. Then there is "dazhongmen". Dazhongmen is the gate of Confucius Temple inSong Dynasty. Its original name is "gonghemen". Its meaning is related toConfucius doctrine of the mean. Looking south from this gate, we can see thehistorical evolution of Confucius Temple on the one hand, and the continuousexpansion of Confucius temple on the other. These buildings include Qing Dynastybuildings, Ming Dynasty buildings and Song Dynasty buildings. They were built indifferent times The craftsmen are different, but they all cooperate with eachother and complement each other to form a whole. Looking at the Confucius templearchitecture, we can see part of the development history of Chinese feudalsociety.
This monument was erected in 1468, the fourth year of Chenghua in MingDynasty, so it is also called "Chenghua monument". It was erected by ZhuJianshen, Emperor Xianzong of Ming Dynasty. The monument is 6 meters high and 2meters wide. This tablet is famous for its exquisite calligraphy, and itsinscription is written in the form of argumentation, which can be said to be themost highly respected of Confucius. Please look at the upper right corner. Itsays: "only the way of Confucius can not be absent in one day when there is aworld." it also says: "the way of Confucius is in the world, like cloth, silk,millet and Shu, and peoples daily use can not be absent.". The animal under themonument is not a tortoise. Its called _ 屭. Its the son of the dragon. It canbear heavy loads, so its used to carry the monument. Theres a saying that "adragon has nine sons, but not a dragon". In the Confucius Temple, you can seethe dragon and his nine sons. Local people often come here to touch _ 屭. Theysay: "touch _ 屭s head, never worry, touch _ 屭, never get sick.".
The wooden structure in front of us is called "Kuiwen Pavilion", which usedto be the library of Confucius Temple. "Kuixing" is one of the twenty-eightconstellations, with sixteen stars, "buckled and hooked, like a painting ofwords". Later, people evolved it into the head of civil servants. The feudalemperors compared Confucius to the Kuixing star in the sky, so Confucius wasalso known as "civil servants of all ages". The pavilion is 23.35 meters high,30.1 meters wide and 17.62 meters deep, with triple cornices and four layers ofbrackets. Its structure is solid and reasonable. During the reign of EmperorKangxi, there was a big earthquake in Qufu, where "nine houses in the worldexist, one in the world exists". However, Kuiwen Pavilion stands upright andsafe, which shows the wisdom and superb architectural art of the ancient workingpeople in China.
We are now entering the sixth courtyard of the Confucius Temple. In frontof you are 13 stele pavilions, 8 in the South and 5 in the north. There are 55stone tablets of Tang, song, yuan, Ming and Qing Dynasties in the pavilion. Mostof the inscriptions are in Chinese, Ba Si Ba and Manchu. The stone tablet in themiddle of this row, weighing about 65 tons, was collected from Xishan Mountainin Beijing. At that time, it was a miracle to transport such a weight stonetablet from thousands of miles away to Qufu. There is one gate in the East andone gate in the west of the courtyard, which is the third waist gate of theConfucius Temple.
Now we enter dachengmen. Dachengmen refers to dachengmen in the world.There are five gates in this row. The most western gate is qishengmen, which isdedicated to Confucius parents. Dachengmen in the middle road is supplementedby jinshengmen and yuzhenmen. The middle road is the most central place ofConfucius Temple, and chengshengmen in the East, which was Confucius formerresidence.
As we all know, Confucius is a great thinker, educator and statesman. Inour opinion, Confucius is first of all an educator. He is the first teacher inChina. The feudal emperor named him "the most sage and the first teacher" and"the model of all ages". It should be said that he is a teacher of all mankindand is worthy of the name of "engineer of human soul". The "apricot altar" infront of us is said to be the place where Confucius set up the altar to givelectures, and the pavilion was built in the Jin Dynasty to commemorate it. Thefamous scholar Dang huaiying wrote the word "apricot altar". There is an apricottree beside the altar, planted by later generations. In early spring, redflowers bloom and green leaves sway. Therefore, when Emperor Qianlong came topay homage, he once wrote a poem praising it. The poem said: when the rice wasin full bloom again, how could it be that there were many flowers in the world,and the civilization was prosperous all the time.
The main hall standing in front of us is the world-famous "Dacheng hall".It is one of the "three main halls" in China. It is as famous as the "Taihehall" in the Forbidden City of Beijing and the "Tianfu hall" in the Dai Templeof Mount Tai. The hall is 24.8 meters high, 45.78 meters wide and 24.8 metersdeep, with carved beams and painted buildings. The golden wall is brilliant,especially the 28 stone pillars around it. They are all world culturaltreasures. They are all carved with whole stones. The front 10 are deep reliefs,with two dragons playing with pearls on each pillar. They are coiled and rising,lifelike, powerful and varied. In the past, when the emperor came, he wrappedthe pillar in yellow cloth. If they see it, they will be ashamed. There are 72dragons in each column, a total of 1296. In the Dacheng hall, there are fourstatues of Confucius on both sides. The East and West are Fusheng Yanhui,Shusheng Kongji, and the west is Zongsheng Zengshen and Yasheng Mencius. Another12. Every year, on September 26 and 28, we hold a grand international ConfuciusCulture Festival and a ceremony to commemorate the birth of Confucius, performlarge-scale music and dance for Confucius and "Xiao Shao music and dance", andhold a variety of cultural and tourism activities. Welcome to our time.
篇8：外企职工英文版辞职报告范文_辞职报告_网
dear (the name of your boss),
i regret to inform you that i decided to resign from my present position as (position) with effective from (next day of last date).
thank you for giving me a chance to learn and to gain the valuable experience in (company name and section work with). i hope my resignation would not cause you much inconvenience.
thank you for your kind attention and would appreciate if you could let me have a reference letter before i leave.
yours faithfully, (your full name)
篇9：优秀大学生自我介绍英文版范文
Good morning/afternoon. It is really my honor to have this opportunity for a interview.
I hope I can make a good performance today.My name is . I am 20 years old，born in a little village in Southern Zhejiang. My parents are farmers,and I am the only child.
Though not well-to-do，the family always be hopeful. My major is engineering technology. I will graduate in July，20xx.
I have some hobbies like listening to music，swimming，and especially seeing western movies. In the passed two years，I have learned some practical skills and gained some major certificates.
I paid more attention to learn Engling，and I have passed CET4 in my efforts. I am looking forward to becoming a member of your company . Thankyou!
篇10：英文版导游词
Known as "worldly paradise," said the penglai pavilion, and tengwang pavilion, yellow crane tower, yueyang tower is known as Chinas top four ancient towers. Penglai pavilion is full of mystery, since ancient times is the legend of Taoism to live; Penglai, yingzhou, the abbot three mountain of the sea, also known as the "three mountains". Qin shihuang ying zheng is said to have sent people to the fairy medicine, want to find elixir of immortality; Household "ensemble, the situation" is originated in the legend.
Penglai pavilion is the national first grade AAAAA scenic spots, national key cultural relics protection units and national key scenic resort. Penglai pavilion scenic area is located in the north sea of penglai city danya mountain, the total area of about 32800 square meters. The entire scenic area consists of penglai pavilion, the queen of heaven, dragon palace, Lv Zudian, cliffs, MiTuo temple, six major landscape and its affiliated construction, is the collection building, temple, pavilion, Chinese Taiwan is one of the large-scale ancient buildings.
Penglai pavilion is the most famous landscape "mirage", have a constant stream of visitors each year to this to see the wonders of the sea. A mirage of the beautiful and penglai pavilion to have already fairy color added a "dust".
In addition to the mirage, penglai pavilion and two landscape is certainly worth a look, they are XianGe volley and song yu liang fishing. So-called XianGe volley, it is because of penglai pavilion at the top of the cliff, and below is the cliffs and the rippling sea fog, the landscape like penglai pavilion hangs above the sea surface, to ride home.
In addition to wonderland scenery, penglai pavilion is also full of ShuXiangQi penglai pavilion, the numerous couplets and stone carving, calligraphy literati. Summer is a good time to penglai pavilion to travel, quick action!!!!
篇11：英文版买卖合同
contract no.：
the buyers： the sellers：
this contract is made by and between the buyers and the sellers; whereby the buyers agree to buy and the sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter：
(1)name of commodity：
(2) quantity：
(3) unit price：
(4)total value：
(5) packing：
(6) country of origin ：
(7) terms of payment：
(8) insurance：
(9) time of shipment：
(10) port of lading：
(11) port of destination：
(12)claims：
within 45 days after the arrival of the goods at the destination， should the quality， specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable， the buyers shall， have the right on the strength of the inspection certificate issued by the c.c.i.c and the relative documents to claim for compensation to the sellers
(13)force majeure ：
the sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to force majeure， which might occur during the process of manufacturing or in the course of loading or transit. the sellers shall advise the buyers immediately of the occurrence mentioned above the within fourteen days there after . the sellers shall send by airmail to the buyers for their acceptancea certificate of the accident. under such circumstances the sellers， however， are still under the obligation to take all necessary measures to hasten the deliveryof the goods.
(14)arbitration ：
all disputes in connection with the execution of this contract shall be settled friendly through negotiation. in case no settlement can be reached， the case then may be submitted for arbitration to the arbitration commission of the china council for the promotion of international trade in accordance with the provisional rules of procedure promulgated by the said arbitration commission . the arbitration committee shall be final and binding upon both parties. and the arbitration fee shall be borne by the losing parties.
(the buyers) (the sellers)
篇12：英文版导游词
Penglai pavilion is located in penglai north face danya mountain, with the yellow crane tower, yueyang tower, one of the four famous towers tengwang pavilion said. Penglai pavilion ancient building group covers an area of 32800 square meters, composed by MiTuo temple, the dragon palace, the queen of heaven, penglai pavilion, cliffs, Lv Zudian six parts, covers an area of 1.89 square kilometers. Here is to watch "penglai ten scene" in the "XianGe volley", "fishing song liang fishing" the landscape of the two best view. The ancient building group of pavilions distribution appropriate, temple garden hand in photograph reflect, due to the potential set, coordinate the spectacular. Penglai pavilion below the fine structure, modelling strange xian, that is where the myth ensemble; On the east side, Lv Zudian, qing shines on floor and mission hills pavilion, etc.; West wing for shelter (commonly known as empress temple), the queen of heaven palace, pavilions, the summer and the dragon palace. These pavilions strewn at random have send, penglai pavilion and one integrated mass, generally referred to as the "penglai pavilion".
Penglai Sir, there is a penglai shuicheng. City built south along the danya precipice, as one of the extant ancient naval base in China, also known as Japanese city, originally the song dynasty border water village "diao fish village site. Ming hongwu nine years (AD 1376), building the wall according to the mountain, sea water, ship to anchor, practicing navy division.
篇13：军训心得英文版
We have just finished our military training.I have to admit that I have so much feelings to express! This has been the first time for me to get in touch with my new school.No doubt it has left a good impression in my mind.I feel very happy to study here.During the training period,I had experienced a great hardship due to the hot weather and severe trainers.With time passed by,I gradually adapted to everything and felt myself much more strong to the hardship we faced.Furthermore, there was a lot of fun during the training. I has enjoyed a good relationship with my new classmates.Now that the training is over, I still have learned a lot . I cant wait any more to start my new life in high school.
我们刚刚进行完军训。我有太多地感受要表达。这是我第一次与我的新学校接触，无疑在我的心中留下了好印象，我感到很高兴在这里学习。在军训期间，我必须面对炎热的天气和严厉的教官。随着时间的增加，我们所面临的更加艰苦，但是军训中也有许多乐趣。我与我的新同学建立了很好的关系。现在军训结束了，我从中学会了很多。我马上就要开始了我的心学习生活。
军训是同学们企盼已久的事，这一天终于到来了。你们在烈日下每天训练6个小时，脸晒黑了，汗流浃背，但你们感到非常快乐。训练时，排长对你们要求很严。过后对你们非常友好。经过训练你们学到了许多东西。
在军训的日子里(During the Days of Military Training)
The day we were looking forward to came at last--a weeks military training began.
During the training, each of us did his (her) part in earnest. We drilled more than six hours a day, though it was very hot at the time.
In the blazing① sun, we always tried to measure up to the high standards which were demanded . Sweat streamed down and we wouldnt wipe it off. Olny three days later our faces were tanned.② We felt happy and proud of it .
Our platoon③ officer was a young PLA man, about twenty years old. He was very strict with us during the training and very kind to us afterwards. By talking with him, we came to know not only more information about army life, but also about military affairs.
The military training gave us good discipline. It brought us great happiness, too. Well never forget it.
篇14：实习证明英文版
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)
20xx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15：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.
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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;
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(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;
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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
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All Advances should be sent to Borrowers account by wire transfer as follows, unles
篇16：道歉信英文版
Dear My Boss：
I am very sorry for missing the presentation which was scheduled on May 4 20xx, regarding the environment change review in our company. My friend was very ill and he was hospitalized since last 3 weeks. I had to take care of him and thats why I was not able to make it for the scheduled appointment.
He came to Shenyang for a trip and I was his only former classmate here and no one else could help him and take him to the hospital. Now He is fine and I think he is able to find his way home by himself.
I am requesting you to arrange my presentation as soon as possible. I want to thank you for your understanding and patience. I am looking forward to the next presentation when I won’t miss that no matter what.
Best regards!
WangWeijia
篇17：同学生病祝福语_问候语_网
生命需要料理，健康更需要经营。小编今天为大家带来同学生病祝福语，一起来看看吧！
1. 天渐冷，夜渐长，寒冷冬季萧瑟瑟;寒风吹，冬雪飘，保暖工作要做好;生活苦，生活累，身体健康很重要;多休息，多锻炼，病痛苦难快快跑!
2. 希望你能珍惜现在的一切，我不求你大富大贵，只求你好好待自已把身体养好以我们俩的工资足心过上好日子，好吗?
3. 要健康才美丽，朋友不能恋病榻，一条短信送上前，你的健康我挂牵，大好时光莫辜负，早早康复来聚首，祝朋友早日康复!
4. 谁都难免遭遇病魔的侵袭,他有时会把你折磨的筋疲力尽.但我们始终要有这样的信心:我们的意志比他更强大,他在我们面前不值一提.家人的关怀,朋友的关心,自己的努力,很快,你就能战胜病魔,赢得胜利.
5. 首先，希望你有漂亮的护士MM照顾;之二，每天都被鲜花和祝福，还有好吃的东东包围;之三，当然是最重要的一点喽，希望你早日康复!
6. 阳光照耀的地方有我默默的祝福，月光洒向地球的时候有我默默的祈祷，流星划过的刹那我许个愿：祝愿正在看短信的你远离病痛!
7. 在你受伤的日子我很担心，今后太阳升起的每一天， 都会有我的祝福陪伴你，直到永远。 如果一定要给这份祝福加一个期限的话， 我希望会是：地老天荒。
8. 今天你感冒好了吗?要多注意身体，多喝水，别忘了每天喝蛋白质粉，它对身体百利无一害。
9. 阳光总在风雨后，乌云上有晴空，珍惜所有的感动，每一份希望在你手中。阳光总在风雨后，请相信有彩虹，风风雨雨都接受，我一直会在你的左右。
10. 天使的翅膀碎了，落到人间，成了我们的忧伤;诚信的被囊抛了，散到世上，成了撒旦的魔杖。
11. 送你一面镜子，让你变得可爱;送你一个微笑，让你变得愉快;送你一句问候，让你心潮彭湃。祝：早日康复，笑容
12. 祝福可爱的妹妹早日恢复健康，一直支持你的哥哥``
13. 好一点了吗?你身体难受，我心里难过，为了我，你要快点康复啊!毕业祝福的话
14. 生病的滋味很难受，千万要保重身体!放松心情，祝早日出院。
15. 生病的滋味很难受，千万要保重身体!放松心情，祝早日出院。
16. 病好了吗?医院呆着舒服么?漂亮护士喜欢吗?如果病好了，我看你还是再去住几天吧!
17. 今天你感冒好了吗?要多注意身体，多喝水，别忘了每天喝蛋白质粉，它对身体百利无一害。
18. 在人生中，健康的价值远胜过声望和财富。愿您劳逸适度，多加保重。
19. 保持健康，不仅是对自己生命的义务，也是对亲属，甚至也是对社会的义务。
20. 为了健康，你要开心;为了快乐，你要努力。希望你明天会更好!
21. 我的好心请，全由你决定，你快乐所以我快乐，祝你每天开开心心，快快乐乐。
22. 我真想把世界上所有的阳光都采入你的心间，把健康和快乐扎一束最美的鲜花献给你。愿你生命的每一天都健康、快乐、如鲜花般灿烂!
23. 夏日高温不退，生活枯燥无味，革命工作很累，向你友谊提醒，自己身体宝贵，白天多吃水果，晚上早点儿睡。
24. 现在阳光明媚，希望你的心情也是这样。
25. 生病不可怕，只要信念存，康复不是梦，来日展宏图;把病魔看作挑战，把信念当作武器。祝早日康复!
26. 生病的滋味很难受，千万要保重身体!生命在于运动。
27. 适当的运动所起的作用，几乎可以代替一切药物，但世界上任何药品却都不能代替运动的作用。
28. 天渐冷，夜渐长，寒冷冬季萧瑟瑟;寒风吹，冬雪飘，保暖工作要做好;生活苦，生活累，身体健康很重要;多休息，多锻炼，病痛苦难快快跑!
29. 想想父母，吃药不苦;想想亲朋，打针不痛;想想心里的……病就会好啦!祝你早日康复，变得生龙活虎。
30. 今天你感冒好了吗?要多注意身体，多喝水，别忘了每天喝蛋白质粉，它对身体百利无一害。
31. 阳光照耀的地方有我默默的祝福，月光洒向地球的时候有我默默的祈祷，流星划过的刹那我许个愿：祝愿正在看短信的你远离病痛!
32. 养病四不：不能默默忧愁，不能吸烟喝酒，不能剧烈运动，还不能删这条短信的祝福。祝早日康复!
33. 现在你的心情好吗?要多吃蔬菜，多喝开水，保持足够的睡眠，有利于你身体的恢复，祝你身体早日康复!
34. 天天忙碌十分辛苦注意身体保重自己为了家人吃好睡好千好万好身体要好!
35. 我把长寿的秘诀告诉你吧，并不要你一文钱：脚要保持暖和，饭莫吃得过多。少照顾点婆娘，包你身体健康。
36. 我有一个朋友，他一直暗恋着你，可始终不敢开口。昨晚他终于憋不住了，想让我转告你。他是谁?快乐!
37. 我真想把世界上所有的阳光都采入你的心间，把健康和快乐扎一束最美的鲜花献给你。愿你生命的每一天都健康、快乐、如鲜花般灿烂!
篇18：沈阳故宫导游词英文版
Hello,everyone!Please allow me to express a warm welcome on behalf of Shenyang citizens.Im with great pleasure to be your tourist guide and from now on I will show you around Shenyang Imperial Palace,shere the founder of Qing Dynasty Nuerhachi and his son Huangtaiji lived.Shenyang Imperial Palace ,Fuling tomb and Zhaoling Tomb made in the early period of Qing Dynasty are the three famous historical sites in Shenyang .
Shenyang Imperial Palace with a history of over 360 years started in 1625 and was roughly accomplished in 1636 during the reign of Nuerhachi and HuangTaiji. After them four emperors of Qing Dynasty had come back from Beijing to this palace for 10 times and enlarged its area and added its buildings.They were Emperor Kangxi,Qianlong,Jiaqing and Daoguang.Therefore,until 1783 the palace was finally finished.
Shenyang Imperial Palace is one of the two royal palaces well kept in China.The other one is Forbidden City in Beijing.Shenyang Imperial Palace was entitled "Historic Culture Relics Preserved Buildings" in 1961 by the State Council.This palace is an emperor museum combining the architectual styles of the minorities of Man,Han and Mongolia.
This palace covers an area of 60,000 square meters,comprising over 20 courtyards,300 houses and 70 buildings.The whole construction is divided into three sections: the east, middle and west.
First lets pay a visit to the buildings in the buildings in the middle section.The layout of middle section is similar to a Chinese compound with three courtyards.The first courtyard is the office area.It starts from the Grand Qing Gate on the south and ends at Holy Administration Hall.From Phoenix Tower to Purity and Tranquility Hall is the residential area.They all lay out on the same line.
The main entrance to the palace is the Grand Qing Gate,also called Meridian Gate because the emperor considered himself as the son of Heaven and the palace should be the center of universe .The Grand Qing Gate was bulilt in 1632 and is was the place where the civilian offcials and military ministers to present themselves before the emperor daily .The special feature of the gate is the tile color.They are all yellow tiles but engraved with green borders.Yellow synbolizes the ground and the royal right while green represents sea and mountains.The combination of them means controlling the vast areas on the earth.
The building to the east of Grand Qing Gate is called Ancestor Temple(Taimiao)with yellow tile roof,where Nuerhachis descendants offeredsacrifices to their ancestors for blessings.So Ancestor Temple is the most important.
Please follow me into the gate.This path in the middle links the gate to Holy Administration Hall with Flying Dragon Pavilion (Feilongge) and Flying Phoenix Pavilion(Xiangfengge) on each side.The Hall of Holy Administration is the main building in the middle part of the palace and it was the center of the military,administrative affairs in eatly Qing Dynasty and had witnessed many national ceremories.Flying Dragon and Flying Phoenix Pavilions were for storing music instruments.
Holy Administration Hall was Emperor Huangtaijis office.In front of the hall are Rigui and Jiangliang,which were used as measure instruments and supposed to be the symbol of unity.
In accient construction,office area is usually in the front part and residential area is in the rear.Since we have visted the place where the Emperors worked and now well pay a visite tothe place where empress and concubines lived.Here is the Phoenis Tower.It served as an entrances to the rear chambers and also the entertainment area of Huangtaiji and his concubines,and some gatherings or banquets were held occasionally.The tower was built on a terrace 3.8 meters tall.It was the tallest building in Shenyang at that time .It is amazing watching sunrise in the morning on the tower and Phoenix Sunrise is one of the famous Eight fascinating Scenes in Shenyang.
Look upward ,we will see a board hanging up on Phoenix Tower ,on which Emperor Qianlong inscribed "Ziqidonglai",which meant the Qing Dynasty in Beijing immigrated fron Shengjing,the old name for Shenyang to the east .There are 24staircases leading to Phoenix Tower representing 24 seasonal divisions points in chinese lunar calendar.In Shenyang Imperial palace chambers are higher than halls, which is contrary to the architectural style in Forbidden city in Beijing.
Walking through the tower are the rear chambers.The one on the north in the middle was called Purity and Tranquility Hall,which was prepared for emperor and empress.The other four lying on both sides were fo concubines .Purity and Tranquility Hall has five rooms and the First from the east was where Huangraiji passed away here at the age of 52 without any disease.His throne passed to his ninth son,Fulin.In early Qing Dynasty,the construction style was summed up like this: bag-like house,zigzag bed and chimney sitting on the ground.The main buildings here were different from other buildings with a door was opende in the wall of the east room and the other rooms were connected together like a bag.The zigzag beds,made of mud and brick and with fire and smoke tunnels were called"kang"in Chinese.In order to get heat and keep room warm in winter,tunnels was made under the ground of Purity and Tranquility Hall to put fire and smoke through .Now notice the pole standing on the ground for smoke through.Now notice the pole standing right in the middle of the courtyard.This red pole is called Suolun pole,or Holy Pole.Its round tin container near the top was filled with food for feeding crows.It was said that Nuerhachi was savedby crows.Crows are considered sacred in Manchurian culture though in Chinese culture crows are regarded as birds bringing bad luck.
Emperor Huangtaiji had four concubines.Among the four concubines Chen was loved best by Huangtaiji and Concubine Zhuang was the wisest and the mother of the next emperor,Fulin.Therefore ,she had a special status among the concubines.
The only chimney was built on the rear of Purity and Tranquility hall from the ground with 11 layers ,representing the 11 emperors from Emperor Huangtaiji to the last emperor Puyi.This chimney was the highest one at that time.In Chinese ,the sound of chimeny"tong" is the same as that of unity.
To the north further is rear courtyard called Yuhua Garden.
After visiting the middle section of the palace ,we come to the eastern section.Its representative building is the Great Administration Hall,flanked by Ten Princes Pavilions.This part was built in 1625,and they were the earliest building in Shenyang Imperial Palace.Great Administration Hall is the place ceremonies and handled state affairs.
Great Administration Hall was built with eight sides representing the style of military tent and also Eight Banner military system.Now please look at the ten pavilions,five on each side,which were the offices of the commanders at that time.Here I will give you an introduction to the military system of early Manchurian Period .Nuerhachi divided his troops in four parts and each part was identified by the color of its banner .There sere then four kinds of banner:red,blue,white and yellow banner.As the troops expanded quickly ,another four parts were added and therefore another four kinds of banner were needed .By then there were altogether eight kinds of banner.This army was therefore well known for Eight Banner Army .
The last part of Shenyang Imperial Palace is the western section,built from 1782 to 1783 and during Emperor Qianlongs reign.Its main construction is Book Source Pavilion (Wensuge) with Theater Platform and Good Descendant-benefiting Hall(Jiayintang) in front,Prosperity Administration Stydy (Yangxizhai) and Nine Halls behind.Book Souurce Pavilion(wensuge) was specially designed for storing the encyclopedia compiled at that time,Si Ku Quan Shu.This encyclopedia collected most of the books in Chinese history .Its complication started in 1773.This set of history books is composed of seven sections,more than 36,000 volumes.It took educated persons over 10 years to finish is.When finished,the sholeeyclopedia was duplicated in seven pavilions across China.The other six copies were either damaged during wars or lost.This set is the only one well kept.But the real copy is no longer here and now is restored in the Palace Museum in Beijing and Gansu province library.We can see that Book Source Pavilion covered with black tiles.In Chinese philosophy,black refers water.The pavilion was built for storing books and its biggest threat was fire.So black tiles hinting water covering it on the top as a way of protection .Good Proserty Admiration Study was for Emperor reading while Descendant-benefiting Hall and the Theater Platform consisting of a couryard for Emperor ,his empress and concubines watching plays.
Shenyang Imperial Palace is one of the cultural relics in China and it is the symbol of this city .It is a good combination of diferent nationalities as well as a tourist attraction.And now we have to end our visiting ,I hope you all enjoy it and thank you for your cooperation,goodbye.
篇19：英文版虎丘导游词
Dear visitors:
Everybody is good! On behalf of overseas travel service to welcome everyone to my dream home, car folk tourist sightseeing. After a long journey, everyone hard all the way. My name is * *, Im your guide, you can call me little *. This is the driver zhao masters, he drove for many years, has a wealth of experience, in his car, you may rest assured. If you have any requirements please do not hesitate to put forward, we will do all we can solve for you. Hope our service can let everybody through a happy happy journey. Car creek adjacent to the three gorges, is located in yichang in jiangnan TuCheng Township, named because of its many mills. Wading, along the way there are eight major scenic spots: Shi Xiangu, bachu home garden, farm museum, wintersweet gorge, pagoda valley, cloud dragon wat, wind tunnel and lotus valley. Been to car stream of people, regard her as his dream home. Here water spirit mountains, folkway of primitive simplicity, natural landscape and human resources together.
Car creek, beautiful natural landscape strange, for 3 km long micro valley, still holds the quaternary glacial period remains down, of the world rare denizens of wintersweet community of more than 3000 acres, is known as the "three gorges plant wonders". Dragon cloud wat is car creek natural landscape, especially the lotus cave in the natural formation of the lotus petals, "the three gorges special skill". Car creek accumulate rich historical culture, is the adaptation of the ba culture and chu culture area, in order to display past tujia customs, restored the bachu home garden scenic area, launched the first peasant museum, the three gorges region carrying paper mill, the mill, distillery had, tao fang, water trucks and agricultural production and living appliances. You can see the "bamboo into paper, clay into pottery, corn into wine," the whole process of, still can try, the beauty of own experience working. Endless agrestic breath like clear spring and moisten your heart to your heart, let you across time and space, back to the old age. Stream into the car, went into a quiet fairyland arcadia.
Stream into the car, he walked into the period of the past.
Faint stream into the car, he walked into the dream home. In the interest of time, we mainly visit the cottage museum today, look at the customs of a vehicle stream; To cloud dragon in wat, appreciate the natural beauty car creek. First of all, we come to is the museum of peasant, in the form of "home", to "agriculture" as the theme, reflecting the tujia culture, is the first in the province to reflect rural daily life daily life, the plot of the grain farming as a museum, as well as the provinces first museum organized by civil society groups, and therefore has a very high value of art appreciation and historical research.
Car culture is the aggregation of bachu culture, she is extensive and profound, has a long history. The year of the millennium, build "cottage museum", in this to condense the bachu amorous feelings of the mountains, pure water, heavy mining, sorting, protection and development of car culture.
Keep a period of time, frames a piece of history, is our mission and responsibility. Car creek ancestors thousands of years of breeding, leaving children successors rich cultural heritage. "Cottage museum" in unique novel proposition, complete, original car creek ancients production life history and a splendid culture collect cars on show in front of your eyes, and reproduce the historical pictures, give you the most appropriate, the most real feeling.
"Cottage museum" built in accordance with the early style car creek people dwelling, display car creek ancients LaoGeng grain and living supplies. Local GuQing, forever is the theme of human sentiment. To go back to my dream home, agrestic breath smell strong mountains, is a trend also look forward to!
Thought the vernacular of love now we came to the grandeur of the wat is dragon cloud.
Dragon cloud wat is the belly car creek, natural scenery, is a veritable treasure trove of traditional Chinese medicines. In more than 1000 square meters, within the scope of the distribution of more than 100 kinds of plants, including all kinds of Chinese herbal medicine for more than a third.
Present landscape called small waterfall cave, "a small waterfall cave" due to the hole above a row of water such as bead curtain hanging the name. Hole has a huge dragon taking off, all-powerful. In a small waterfall cave is also a hidden dragon, an earthworm, individual wave put tail, patches of green light scales, like the echo hole day dragon. Bypass the earthworm, visible and seven stocks drop in a row like pearls scattered on stone curtain, ding dong, said "the lyre." Nearby slopes around the humanoid stone pile, this is Luo Hanlin. The oceans here, after the number, says there are 500, also someone says there are 800, height or size, stand sit line down, expression, living a Luo Hantu.
Now you see is the long-awaited lotus cave. Lotus hole hole had spring is very strange, it that perennial water. Through the geological department test, it contains a variety of elements beneficial to human body, is a kind of natural high quality mineral water high strontium low sodium, called "eight qualities of water". The shape of the hole has many deep yellow like lotus petals, there are many shows the distribution of the trapezoidal small pool, this is the rare geological wonders - lotus pond in the country. It is actually a kind of chemical sediment, the formation of lotus petals began 1 million years ago. Deep in the lotus pond, like da-zhai terraced layers, orderly. Filled with green water "the field", shades, shallow ruler xu, deep zhangs, each layer of "terrace", Tian Kan from natural stalactite bricks, dark yellow, Tian Kan modelling is like lotus petals, small petals about seven or eight meters, large petals 20 or 30 m, no matter look from down to up or looked down from the top, like thousands of lotus. Amazing.
Good time always let a person feel short, our car creek journey was over. Thank you very much for my work support and cooperation. What do I have the place with bad also please comment more. The last hope that this visit will give you leave a good unforgettable memories, I once again, thank you. Wish everyone healthy body, all the best. See you later.
篇20：2024早安祝福语
1、当你笑到肚子痛，或许有人为你哭过，其实幸福可以很简单，祝你早安。
2、早晨起来晨跑，既可以锻炼身体，而且一天的工作也会觉得元气满满，做一个有朝气，爱笑的女子，做一个有魅力，爱运动的男子。
3、人要想用积极地心态活着就需要一些正能量，能让人淡化昨天的烦恼，看到明天的希望。
4、早晨起来，说一些早安的暖心的话，不仅有一天的好心情，而且还会增加情人之间的感情，年年岁岁，岁岁年年，平淡才是时光沙漏沉淀的精华。
5、又是新的一天,跟世界说声早安。清晨早起看看,就好像一束阳光照耀进了。
6、最幸福的事莫过于我需要你的时候，你正好在。不在乎你成为了什么样子，正好是我喜欢的样子。甜蜜幸福走下去。
7、每个人的人生轨迹都是不一样的，所要奋斗的目标也是不一样的。坚持就会有希望！
8、你好，早安！生活，简简单单，充充实实，就是最大的满足。
9、每天都是一个新的开始，多给自己一些希望。在这个熙熙攘攘的生活中，不忘初心。早安！
10、每天早上都是美好的，睁开眼睛的一瞬间就是希望。没人可以替代你承担一切，所有的所有都要靠自己去拼搏。
11、内心空白，才要装出一脸世故,曾经每个人都单纯的像一张白纸，他经历了什么就被画上了什么。
12、有的人，几年见一次也还是会心动，心动是什么感觉，好像都快要忘记了，太久没有人能给我那种感觉了。
13.人与人之间，多一份理解就会少一些误会；心与心之间，多一份包容就会少一些纷争。
14.世上最痛苦的事，不是生老病死，而是生命的旅程虽短，却充斥着永恒的孤寂。世上最痛苦的事，不是永恒的孤寂，而是明明看见温暖与生机，我却无能为力。世上最痛苦的事，不是我无能为力，而是当一切都触手可及，我却不愿伸出手去。
15.分手了，就别指望他会回头，也不要硬着头皮去找他，不欢而散的人，已经找不回当初的感觉，除了徒生尴尬、进入下一轮的不适应，真的没有其它更好的~再说了，你是有多自卑觉得你再也找不到一个好人啦。
16.一份真正的爱，不是觉得累了就放手，不是觉得不合适就分开，是即使再累也想在一起，即使不合适也想努力争取，累是因为在乎，不合适是因为爱得不够，真正的爱没有那么多借口。
17.每个人在本质上过的是一样的日子，不一样的是你的心在感受什么。
18.女人退一步，男人退两步。一个懂得爱的人，宁可扮演输家，也不去打败自己的爱人。打败了她，或者他，你想得到什么呢？真爱，就要懂得让步。
19.生活就像热水澡，泡着很舒服的样子；但泡得越久，皱纹也就越多。
20.愿你一生清澈明朗，所求遂所愿，做你愿做之事，爱你愿爱之人。
21.人生一场戏，你来我往皆天意。
22.因为生活简单，多了聆听松涛、静观风雨、仰望星空、敞开心扉的机会，灵性俱足。千万不要错过欣赏大自然、享受大自然的机会，一辈子不容易，一定要好好享受生活。
23.你所做的事情，也许暂时看不到成功，但不要灰心，你不是没有成长，而是在扎根。
24.你不在，我也过得很好，可是这不代表你不重要。
25.每个人一生都需要有两个这样的朋友，他有难时，你撑着；你有难时，他撑着，拥有这样的人生才无惧，才精彩！