To induce Bank to make the Loan (s) Debtor represents and warrants and continues to represent and warrant that:
10.1 Debtor, if a corporation or partnership, is duly organized, validly existing and in good standing to do business in those jurisdictions in which its ownership or property or the conduct of its business requires such qualification, and has the power to carry on its business as it is presently being conducted, as well as to enter into and perform this Agreement, to effect the Loan (s), and to execute the Note (s) and other documents as herein provided.
Учебник коммерческого перевода. Английский язык
10.2 The financial statements which have been heretofore furnished to Bank by Debtor pursuant to the terms of this Agreement were prepared in conformity with generally accepted accounting principles, consistently applied, and fairly reflect the financial condition of Debtor as of
___________________, 19 There are no known or
threatened contingent liabilities of Debtor, which have not
been disclosed in said financial statements, nor has there
been any material adverse change in the financial condi
tion, business or operations of Debtor since
________________,19 _.
10.3 Except as detailed in a separate letter attached
hereto, no claim, litigation, governmental proceeding is
pending or, to the knowledge of Debtor, threatened against
Debtor, the result of which may have a material adverse
affect on the financial condition, operations or business of
Debtor, or which may adversely affect the ability of Debt
or to perform its Obligations hereunder, under the Note
(s), or under any other documents executed pursuant to
and in conjunction with this Agreement.
10.4 The making of this Agreement and the issuance
of the Note (s) and other document executed pursuant to
and in conjunction with this Agreement, and compliance
with their terms, will not violate any provision of any other
instrument or document or result in a breach of any term
or condition of, or result in the imposition of any lien,
charge or encumbrance upon, any property of Debtor pur
suant to, or constitute a default under, any indenture,
agreement or instrument to which Debtor is a party or by
which it is bound.
10.5 Debtor has timely filed, or caused to be timely
filed all federal, state and local tax returns which are re
quired to be filed and has paid or caused to be paid all taxes
which are due and payable pursuant to said returns or pur
suant to any assessment duly filed against Debtor.
С. А. Семко, В. В. Сдобников, С. И. Чекунова
10.6 This Agreement, the Note (s), the Surety
Agreement (s), the Security Agreement (s), and all other
documents required by this Agreement, when executed
by Debtor and others, if any, and delivered to Bank,
shall be valid and binding obligations of the parties
thereto, enforceable in accordance with their respec
tive terms.
10.7 No event has occurred or failed to occur which,
with the passage of time or giving of notice, or both, would
be an Event of Default hereunder.
10.8 Debtor keeps its records with respect to its Ac
counts at the following address (s):
(Street & No) (City) (County) (State) (Zip Code)
(Street & No) (City) (County) (State) (Zip Code)
10.9 Debtor keeps its equipment and the bulk of its Inventory at the following location (s):
(Street & No) (City) (County) (State) (Zip Code)
(Street & No) (City) (County) (State) (Zip Code)
10.10 Except as provided in a schedule provided by Debtor attached hereto and incorporated herein as though set forth in full in this paragraph, the property and assets of Debtor are not subject to any lien, encumbrance or security interest which has arisen other than in the normal course of business, and Debtor has good and marketable title to all of its assets, subject only to the security interest, if any, granted in connection with this Agreement.
All of the above representations and warranties shall survive the making of this Agreement and the issuance of the Note (s).
Учебник коммерческого перевода. Английский язык
11. AFFIRMATIVE COVENANTS
So long as Bank has not terminated this Agreement pursuant to paragraph 7 hereof, Debtor agrees it will do of the following:
11.1 Debtor will deliver to Bank:
a) as soon as available and, in any event, within 45 days
after the close of each of the quarterly periods of each fiscal
year of Debtor, a balance sheet of Debtor and statements of
income, retained earnings and surplus, and a statement of
change in financial position of Debtor as of the end of such
period, and for the portion of such fiscal year preceding the
end of such period, all in reasonable detail and certified by
an officer of Debtor or an independent certified public ac
countant to be true and correct and prepared in accordance
with generally accepted accounting principles, consistently
applied. If Debtor has subsidiaries or affiliates oris a group
of companies or business organizations, Debtor shall pro
vide to Bank all such statements on both a consolidated and
consolidating basis.
b) as soon as available and, in any event, within 90 days
after close of each fiscal year of Debtor, a balance sheet of
Debtor and statements of income, retained earnings and
surplus, and a statement of change in financial position of
Debtor as'of the end of and for such fiscal year preceding
the end of such period, all in reasonable detail and certi
fied by an independent certified public accountant select
ed by Debtor and satisfactory to Bank, prepared in ac
cordance with generally accepted accounting principles,
consistently applied.
If Debtor has subsidiaries or affiliates or is a group of companies or business organizations, Debtor shall provide to Bank all such statement on both a consolidated and consolidating basis.
c) copies of all notices or reports, if any, furnished to
Debtor by its independent certified public accountant in
7 Зак. 5274
С. А. Семко, В. В. Сдобников, С. Н. Чекунова
connection with each fiscal year audit of the books of Debtor made by such accountant.
d) such other information regarding the business, op
erations and finances of Debtor as Bank may from time to
time request, including, but not limited to, information
required in reports to governmental agencies having juris
diction over Debtor or Debtor's operations or business af
fairs.
e) as soon as possible and, in any event, within five (5)
days of notice to Debtor, written notice of any litigation or
regulatory proceeding commenced or threatened against
Debtor, the results of which may have a material, adverse
effect upon the financial condition of Debtor or, when
combined with all other litigation threatened or asserted
against Debtor, may create an aggregate potential liability
in excess of $__________________________, regardless of
Debtor's or Debtor's counsel's opinion as to the likelihood of success of such litigation.
f) immediate notice of any adverse change in the busi
ness, operations or finances of Debtor, or of any develop
ment which might cause an adverse change in the busi
ness, operations or finances of Debtor.
11.2 Debtor will furnish to Bank, within five (5) days
of any election or appointment of officers or directors,
written notice of any change in the persons who, from time
to time, become officers and directors of Debtor and who
must be satisfactory to Bank, it being understood that the
present officers and directors of Debtor are satisfactory to
Bank.
11.3 Debtor will, at Debtor's sole expense, maintain in
good condition and repair, all property, real and personal,
owned, leased or otherwise in the possession of Debtor.
Debtor shall notify Bank, in writing, within five (5) days,
of any change in the status or condition of any of its prop
erty that would adversely affect its ability to do business.
Учебник коммерческого перевода. Английский язык
11.4 Debtor shall maintain adequate books, records and
accounts on a consistent basis, in accordance with gener
ally accepted accounting principles, consistently applied.
Debtor shall permit any officer, employee or agent of
Bank, as designated by Bank, to visit and inspect the prop
erties of Debtor, examine its books and records, make ex
tracts therefrom and discuss the affairs and finances of
Debtor with its officers and employees at any time during
regular business hours and as often as Bank may reasona
bly request.
11.5 Debtor will use Bank as its sole and primary de
pository institution to the extent reasonably feasible, un
less otherwise agreed by Bank in writing. Debtor will noti
fy Bank, in writing and on a continuing basis, of all deposit
account and certificates of deposit maintained with or
purchased from other banks and other financial institu
tions, and Debtor's deposit account and certificate of de
posit numbers.
11.6 Debtor will pay and discharge, on or prior to the
date when they become due, all taxes, assessments and
governmental charges imposed upon Debtor or its proper
ties, assets, operations, products, income or securities;
provided, however, that this covenant shall not apply to
any tax, assessment or governmental charge so long as the
validity or amount thereof is being contested by Debtor in
good faith by appropriate proceeding and for which Debt
or shall have set aside adequate reserves for the payment of
such tax, assessment or charge.
If Debtor fails to pay such taxes, assessments or charges when due, or is not contesting the same in good faith, or has not set aside adequate reserves for the payment thereof, Bank may discharge the same, and any amounts so advanced by Bank for such purposes shall be added to the Note (s), and shall bear interest at the rate provided in the Note (s).
С. А. Семко, В. В. Сдобников, С. Н. Чекунова
11.7 Debtor, if a corporation, will maintain its corpo
rate existence in full force and effect.
11.8 Debtor will comply with all laws and regulations
applicable to Debtor in the operation of its business.
11.9 Debtor will keep all of its patents, franchises, cop
yrights, licenses, trademarks and the trade names in full
force and effect until their respective expiration dates.
11.10 Debtor will pay all rentals or other sums required
by any lease or mortgage to which Debtor is a party as the
same shall become due and payable, perform all of Debt
or's obligations as tenant or mortgagor thereunder, and keep
any applicable lease (s) at all times in full force and effect.
11.11 Debtor will, when requested by Bank, promptly
provide Bank with a statement, which lists and describes
all of Debtor's accounts receivable and accounts payable,
and their aging status.
11.12 Debtor will, at all times, maintain «Working Cap
ital» of not less than $_____________. For purposes of this Agree
ment, «Wbrking Capital» means the excess of net current
assets over net current liabilities of Debtor, all computed
in accordance with generally accepted accounting princi
ples, consistently applied.
11.13 Debtor will, at all times, maintain its «Current
Ratio», herein defined as net current assets divided by net
current liabilities, each computed in accordance with gen
erally accepted accounting principles, consistently applied,
at not less than____________ to_________.
11.14 Debtor will, at all times, maintain its «Tangible
Net Worth», herein defined as the excess of tangible assets
over total liabilities (total liabilities excludes debt subor
dinated to the Obligations), each determined in accord
ance with generally accepted accounting principles, con
sistently applied, at not less than $________________, which amount
is to be increased on a cumulative basis by $_______________________
annually thereafter.
Учебник коммерческого перевода. Английский язык
11.15 Debtor will, at all times, maintain its «Debt to
Equity Ratio», herein defined as Total Liabilities divided
by Tangible Net Worth, «Total Liabilities» being defined
in accordance with generally accepted accounting princi
ples, consistently applied, and Tangible Net Worth as de
fined above, at not more than_____________ to___________.
11.16 Debtor will insure its property and equipment
against such casualties as is customary in Debtor's industry
or as Bank shall require, in such forms and amounts and in
such companies as shall be satisfactory to Bank. All insur
ance policies shall be written for the benefit of Debtor and
Bank as their interests may appear and Debtor shall en
dorse on all such policies the name of Bank as loss payee
and such policies and certificates of insurance evidencing
the same shall be furnished to and retained by Bank. If
Debtor fails to pay such insurance premiums when due,
Bank may pay the same to retain the policies in full force
and any amounts so advanced by Bank shall be added to
the Note (s) and shall bear interest at the rate provided in
the Note (s).
11.17 Debtor will cause all of its officers, directors and
stockholders who are creditors of Debtor and are owed
debts or other obligations by Debtor to subordinate such
obligations to Bank by executing Bank's standard Subor
dination Agreement.
