МГИМО_Практикум по юридическому переводу

11.Make gifts from my assets to members of my family and to such other persons or charitable organizations with whom I have an established pattern of giving. However, my Agent may not make gifts of my property to the Agent. I appoint___________________________ ,of _______________,

_________________________, _________________________

__________, as my substitute Agent for the sole purpose of making gifts of my property to my Agent, as appropriate.

12.Transfer any of my assets to the trustee of any revocable trust created by me, if such trust is in existence at the time of such transfer.

13.Disclaim any interest which might otherwise be transferred or distributed to me from any other person, estate, trust, or other entity, as may be appropriate.

This Power of Attorney shall be construed broadly as a General Power of Attorney. The listing of specific powers is not intended to limit or restrict the general powers granted in this Power of Attorney in any manner.

Any power or authority granted to my Agent under this document shall be limited to the extent necessary to prevent this Power of Attorney from causing: (i) my income to be taxable to my Agent, (ii) my assets to be subject to a general power of appointment by my Agent, and (iii) my Agent to have any incidents of ownership with respect to any life insurance policies that I may own on the life of my Agent.

My Agent shall not be liable for any loss that results from a judgment error that was made in good faith. However, my Agent shall be liable for willful misconduct or the failure to act

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in good faith while acting under the authority of this Power of Attorney.

I authorize my Agent to indemnify and hold harmless any third party who accepts and acts under this document.

My Agent shall be entitled to reasonable compensation for any services provided as my Agent. My Agent shall be entitled to reimbursement of all reasonable expenses incurred in connection with this Power of Attorney.

My Agent shall provide an accounting for all funds handled and all acts performed as my Agent, if I so request or if such a request is made by any authorized personal representative or fiduciary acting on my behalf.

This Power of Attorney shall become effective immediately, and shall not be affected by my disability or lack of mental competence, except as may be provided otherwise by an applicable state statute. This is a Durable Power of Attorney. This Power of Attorney shall continue effective until my death. This Power of Attorney may be revoked by me at any time by providing written notice to my Agent.

Date_______________,20___

at_________________________,

___________________________

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на подписание от имени и в интересах Общества всей и всяческой документации в связи с любой интеллектуальной собственностью, относящейся к Приобретению, к компании JS или к любому из ее Аффилированных лиц, а также на подписание и вручение всех и всяческих документов, актов, свидетельств, заявлений, материалов на регистрацию или договоров

as she deems necessary, appropriate or desirable, including any amendments thereto, in each case in connection with the accomplishment of the actions contemplated by the FIA or the Purchase Agreement and the fulfillment of the intent thereof;

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III. PROMISSORY NOTE

PROMISSORY NOTE - A written document in which a borrower agrees (promises) to pay back money to a lender according to specified terms. A written promise to pay a certain sum of money, at a future time, unconditionally.

A promissory note differs from a mere acknowledgment of debt, without any promise to pay, as when the debtor gives his creditor an I 0 U. In its form it usually contains a promise to pay, at a time therein expressed, a sum of money to a certain person therein named, or to his order, for value received. It is dated and signed by the maker. It is never under seal.

He who makes the promise is called the maker, and he to whom it is made is the payee.

Although a promissory note, in its original shape, bears no resemblance to a bill of exchange; yet, when indorsed, it is exactly similar to one; for then it is an order by the indorser of the note upon the maker to pay to the indorsee. The indorser is as it were the drawer; the maker, the acceptor; and the indorsee, the payee.

Most of the rules applicable to bills of exchange, equally affect promissory notes. No particular form is requisite to these instruments; a promise to deliver the money, or to be accountable for it, or that the payee shall have it, is sufficient.

There are two principal qualities essential to the validity of a note; first, that it be payable at all events, not dependent on any contingency nor payable out of any particular fund. And, secondly, it is required that it be for the payment of money only

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and not in bank notes, though it has been held differently in the state of New York.

A promissory note payable to order or bearer passes by indorsement, and although a chose in action, the holder may bring suit on it in his own name. Although a simple contract, a sufficient consideration is implied from the nature of the instrument.

SAMPLE PROMISSORY NOTE

$[e.g. 25,000.00]

[list where note will be signed, e.g. "San Diego, California"] [date note will be signed - if note secured by a mortgage, the note and mortgage should be signed on the same date as part of the same transaction]

FOR VALUE RECEIVED, the undersigned, an individual with an address of [list address of maker], ("Maker"), unconditionally promises to pay to the order of [list name of person receiving payments on the note], at [list address where payments will be made], or at such other place as may be designated in writing by the holder, the principal sum of $[e.g. 25,000.00], together with interest in arrears from the date hereof on the unpaid principal balance, at the rate of [e.g. 10.00] percent per annum.

Principal and interest shall be payable in [e.g. 60] equal monthly installments of $[e.g. 510.14] each, commencing on [e.g. February 12, 1997] and continuing on the same day of each month thereafter until and including [e.g. February 12, 2002]. The remaining unpaid principal, together with any ac-

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crued interest, shall be due and payable in full on [e.g. February 12, 2002], if not already paid.

All payments under this Note shall be in lawful money of the United States.

In no event shall the interest and other charges in the nature of interest hereunder, if any, exceed the maximum amount of interest permitted by law. Any amount collected in excess of the maximum legal rate shall be applied to reduce the principal balance.

All payments under this Note shall be applied first to late fees and costs, if any, second to interest then due, if any, and the balance to principal.

The Maker agrees to pay to the holder all costs, expenses and reasonable attorney's fees incurred in the collection of sums due hereunder, whether through legal proceedings or otherwise, to the extent permitted by law.

This Note may be prepaid at any time, in whole or in part, without penalty or premium.

If any installment hereunder is not paid within [e.g. 10] days of the date the same is due, the Maker shall pay to the holder a late charge equal to [e.g. 7.00 - must be "fair and reasonable"] percent of the overdue payment as liquidated damages, and not as a penalty.

After the maturity of this Note, or upon any default, this Note shall bear interest at the rate of [e.g. 10.00 - maximum amount is limited by law] percent per annum, at the option of the holder.

This Note is secured by a [list document that secures the note, e.g. "mortgage"] dated [date document was signed], and executed by [list name of person(s) or company that signed this

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document], with respect to the following property: [list the securtiy, e.g. description of real estate].

At the option of the holder, this entire Note shall become immediately due and payable, without demand or notice, upon the occurrence of any one of the following events:

(a)failure of the Maker to pay any installment hereunder when due, which shall continue for [e.g. 10] days;

(b)any misrepresentation or omission of or on behalf of Maker made to the holder in connection with this loan;

(c)insolvency or failure of Maker or any guarantor to generally pay its debts as they become due;

(d)assignment for the benefit of creditors of, or appointment of a receiver or other officer for, all or any part of Maker's or any guarantor's property;

(e)adjudication of bankruptcy, or filing of a petition under any bankruptcy or debtor's relief law by or against Maker or any guarantor;

(f)death of Maker or death of any guarantor;

(g)sale or transfer, whether voluntary or involuntary, of all or any interest in the property which is security for this Note; or

(h)default under any mortgage, trust deed, security agreement or other instrument securing this Note.

The Maker expressly waives presentment, demand, notice, protest, and all other demands and notices in connection with this Note. No renewal or extension of this Note, nor release of any collateral or party liable hereunder, will release the liability of Maker.

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Failure of the holder to exercise any right or option shall not constitute a waiver, nor shall it be a bar to the exercise of any right or option at any future time.

If any provision of this Note shall be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

This Note shall be governed by the laws of [list state whose laws will govern].

IN WITNESS WHEREOF, this Promissory Note is executed under seal on the day and year first above written.

___________________________

___________________________(Seal) (Signature of witness)

[list name of person making payments on the note]

____________________________

____________________________(Seal) (Signature of witness)

[list name of person making payments on the note]

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