Anza shareholders liquidating trust
WHEREAS, Lender is willing to make the Loan on the terms and conditions set forth in this Agreement, and WHEREAS, Lender and Borrower agree any Loan hereunder shall be subordinate to Senior Debt (as defined herein) to the extent set forth in the Subordination Agreement (as defined herein).
AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, Borrower and Lender hereby agree as follows: SECTION 1.
DEFINITIONS Unless otherwise defined herein, the following capitalized terms shall have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined); 1.1 "ACCOUNT" means any "account," as such term is defined in Section 9106 of the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest and, in any event, shall include, without limitation, all accounts receivable, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper, Documents or Instruments) now owned or hereafter received or acquired by or belonging or owing to Borrower (including, without limitation, under any trade name, style or division thereof) whether arising out of goods sold or services rendered by Borrower or from any other transaction, whether or not the same involves the sale of goods or services by Borrower (including, without limitation, any such obligation which may be characterized as an account or contract right under the UCC) and all of Borrower's rights in, to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or 1 2 services, and all of Borrower's rights to any goods represented by any of the foregoing (including, without limitation, unpaid seller's rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or to become due to Borrower under all purchase orders and contracts for the sale of goods or the performance of services or both by Borrower (whether or not yet earned by performance on the part of Borrower or in connection with any other transaction), now in existence or hereafter occurring, including, without limitation, the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing.
1.2 "ACCOUNT DEBTOR" means any "account debtor," as such term is defined in Section 9105(1)(a) of the UCC.
The Disclosure Statement also provided that the "general intangibles owned by [Evercrete New York] consist[ of the name `Re-Nu-It' under which the [Evercrete New York]'s product has been marketed," and that due to product failures and a lack of sales, "the value of the tradename is considered by [Evercrete New York] to be for all intents and purposes without value." The Plan also provided that "[i]n order to obtain the requisite funds required to consummate the Plan, a corporation to be formed by Rhoda Hardy and Stephen Offerman will purchase all the Debtor's assets and pay therefore an amount equal to that necessary for consummation of the Plan." In or about 2000, Myers and Creto provided initial funding for Evercrete International (Asia) Ltd. On August 8, 2005, Willis submitted an affidavit in the Nevada Action as a "special projects officer" stating that he had "performed an investigation and discovered fraud perpetrated by [H—Cap]" in that action.
("Evercrete Asia"), a business venture formed by Leonorah Glatthaar to distribute Evercrete-branded concrete sealant in Asia. Since the conclusion of the Nevada Action, the H—Cap defendants have continued to market their products under the EERCRETE mark, to obtain additional registrations of that mark for various goods, and to represent to the trade that their sealant is made with the 1918 Formula.
Work ethic: We work for the satisfaction of the work well done.
Ethics of responsibility: We make of our behavior a practice of social transcendence.
Our professional services in this area include the registration, renewal and updating of records as well as their defense and protection.
1.3 "ADVANCE" means each installment made by the Lender to Borrower pursuant to the Loan to be evidenced by the Note(s) secured by the Collateral.
1.4 "ADVANCE DATE" means the funding date of any Advance of the Loan. "ADVANCE REQUEST" means the request by Borrower for an Advance under the Loan, each to be substantially in the form of Exhibit C attached hereto, as submitted by Borrower to Lender from time to time.
Petitioners allegedly submitted fraudulent tax returns to the New York State Department of Taxation and Finance in an effort to conceal their conduct. The second cause of action is asserted against all three petitioners.