MASTER INSTALLMENT PAYMENT AGREEMENT
Exhibit (10)(bq)
| Microsoft Financing | Master Agreement # 694167 |
MASTER
INSTALLMENT PAYMENT
AGREEMENT
(Total
Solution)
TO OUR
VALUED CUSTOMER: This Master Installment Payment Agreement ("Master Agreement')
has been written in "Plain English". When we use the words you and your in any Schedule and this
Master Agreement, we mean you, our customer, which is the Customer indicated
below. When we use the words we, us, and our in this Agreement, we mean
the Lender, CIT Technology
Financing Services, Inc. Our address is One Deerwood, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
This
Master Installment Payment Agreement is dated as of 3/18/2009, by and
between CIT Technology Financing Services, Inc. as the Lender, and MET-PRO CORPORATION,
as the Customer with a principal place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
TERMS AND
CONDITIONS
BY
SIGNING THIS MASTER AGREEMENT: (i) YOU ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND THE TERMS AND CONDITIONS OF THIS MASTER AGREEMENT; (ii) YOU AGREE
THAT YOU CANNOT TERMINATE OR CANCEL ANY SCHEDULE TO THIS MASTER AGREEMENT, YOU
HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER EACH SCHEDULE TO
THIS MASTER AGREEMENT, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS
FOR ANY REASON, INCLUDING BUT NOT LIMITED TO (1) LOSS, DAMAGE OR THEFT TO OR OF
ANY ONE OR MORE OF THE PRODUCTS, (2) ANY CLAIM THAT LICENSOR HAS BREACHED ANY
REPRESENTATION, WARRANTY, COVENANT OR OTHER OBLIGATION OR OTHERWISE FAILED TO
PERFORM UNDER THE LICENSE AGREEMENT, OR (3) ANY REVOCATION, EXPIRATION OR
TERMINATION OF THE LICENSE AGREEMENT OR THE LICENSES GRANTED THEREUNDER, FOR ANY
REASON; (iii) YOU WILL USE THE PRODUCTS ONLY FOR BUSINESS PURPOSES; (iv) YOU
WARRANT THAT THE PERSON SIGNING ANY SCHEDULE TO THIS MASTER AGREEMENT FOR YOU
HAS THE AUTHORITY TO DO SO; (v) YOU CONFIRM THAT YOU DECIDED TO ENTER INTO ANY
SCHEDULE TO THIS MASTER AGREEMENT RATHER THAN PURCHASE THE PRODUCTS FOR THE
TOTAL CASH PRICE; AND (vi) YOU AGREE THAT ANY SCHEDULE TO THIS MASTER AGREEMENT
WILL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND YOU
CONSENT TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED WITHIN
THE COMMONWEALTH OF MASSACHUSETTS. YOU AND WE EXPRESSLY WAIVE ANY RIGHTS TO A
TRIAL BY JURY.
1. FINANCING
OF PRODUCTS; ACCEPTANCE. You agree to finance the Total Product Fee for
the software license fee associated with the software ("Software") described in
any schedule ("Schedule") to the Master Agreement and the support, training,
consulting, or other related services ("Services") related thereto and the
acquisition cost of equipment, if any, described in any Schedule ("Equipment")
(the Software, the applicable Services, and the Equipment, if any, identified in
a Schedule are collectively referred to as the "Products") that incorporates
this Master Agreement by reference and which Products are provided by either
Microsoft Corporation, any of its affiliates (collectively "Microsoft
Corporation" or "MC”), any authorized Microsoft provider or any other third
party identified in the applicable Schedule (each a "Licensor", "Supplier" or
"Product Provider" collectively and individually, as applicable, refers to the
manufacturer, licensor, sub-licensor, distributor or supplier of the Software
and/or Equipment, and provider of the Services, as identified in the applicable
Schedule). Each such Schedule will incorporate and be governed by the terms and
conditions of this Master Agreement as well as the specific terms and conditions
set forth in each Schedule. Each Schedule shall constitute a separate and
distinct finance agreement or loan from this Master Agreement and all other
Schedules. In the event of any conflict between the terms of any Schedule and
this Master Agreement, the terms of such Schedule shall prevail. The termination
of this Master Agreement will not affect any Schedules executed prior to the
effective date of such termination. All obligations under this Master Agreement
shall survive the termination of the licenses relating to the Software. You will
arrange for the delivery and installation of the Products. The applicable
Schedule will begin, and be valid and enforceable against you, on the date when
the Schedule is signed by you (whether or not
we have received a
copy
of the Schedule
and/or the Acceptance
Certificate
signed by you). The
Products will be irrevocably accepted by you upon the delivery to us of a
properly signed Acceptance Certificate, but any failure to execute and deliver
such Acceptance Certificate will not relieve you of your obligations to us
hereunder and under each Schedule. The periodic installment payments
("Installment Payments") due under a Schedule will be due and payable as set
forth therein. If the Products have been accepted by you in accordance with this
Section 1, the remaining Installment Payments will be due on the day of each
subsequent month or such other time period specified on our invoices to you. If
any Installment Payment or other amount payable under a Schedule is not paid
within 10 days
of its due date, you will pay us a late charge not to exceed 7% of
each late payment and each month thereafter, past due interest on the unpaid
amount at 1 % per month (or such lesser rate as is the maximum rate
allowable under applicable law). You acknowledge that the sum of your
Installment Payments may exceed the Total Product Fee. You specifically
authorize us to amend a Schedule
by
increasing or
decreasing the Total Product Fee (and therefore the Amount Financed and the
Installment Payment Amounts) by up to
15%
if
the final, total cost of the Products you
order changes.
2. NO
WARRANTIES. We are financing your use of the Products under Schedules on
an "AS-IS" basis. YOU ACKNOWLEDGE THAT WE DO NOT
MANUFACTURE, LICENSE, SUB-LICENSE OR SUPPLY THE PRODUCTS, WE DO NOT REPRESENT
THE LICENSOR AND YOU HAVE SELECTED THE PRODUCTS AND SUPPLIER BASED UPON YOUR OWN
JUDGMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. YOU AGREE THAT
REGARDLESS OF CAUSE, WE ARE NOT RESPONSIBLE FOR AND YOU WILL NOT MAKE ANY CLAIM
AGAINST US FOR ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT, SPECIAL, OR INDIRECT.
YOU AGREE THAT NEITHER LICENSOR NOR ANY SALESPERSON, EMPLOYEE OR AGENT OF THE
LICENSOR IS OUR AGENT OR HAS ANY AUTHORITY TO SPEAK FOR US OR TO BIND US IN ANY
WAY.
3. LICENSE
AGREEMENT. YOU
ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND RECEIVED EACH LICENSE AGREEMENT
("LICENSE AGREEMENT") RELATED TO THE SOFTWARE UNDER THE APPLICABLE SCHEDULE. YOU
ARE THE LICENSEE OR SUB-LICENSEE UNDER EACH SUCH LICENSE AGREEMENT AND YOU
AGREE TO PERFORM ALL THE OBLIGATIONS OF THE LICENSEE AND/OR SUB-LICENSEE UNDER
EACH SUCH LICENSE AGREEMENT. YOU WILL USE THE SOFTWARE IN ACCORDANCE WITH THE
TERMS OF EACH SUCH LICENSE AGREEMENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT
WE HAVE NOT ASSUMED ANY OF THE PRODUCT LICENSOR'S OBLIGATIONS UNDER ANY LICENSE
AGREEMENT OR OTHER AGREEMENT AND THAT WE SHALL HAVE NO LIABILITY AND YOU SHALL
HAVE NO REMEDY AGAINST US FOR THE PERFORMANCE OF THE LICENSOR'S OBLIGATIONS
UNDER ANY LICENSE AGREEMENT OR OTHER AGREEMENT. In the event of any
breach or default under the License Agreement, your sole remedy shall be against
the Licensor under the License Agreement. You further agree that in the event
there is a conflict between the terms of the License agreement and this Master
Agreement or any Schedule, the terms of this Master Agreement or the relevant
Schedule shall prevail.
4. TAXES AND
FEES. If the sales tax related to the Products is calculated by the
Supplier and added to the cost of the Products being financed under a Schedule,
your periodic Installment Payment will reflect the financing of such tax. NOTE:
Your "quote" and/or the Amount Financed on any Schedule may not have included
applicable taxes, or may have included "estimated" taxes. If your
invoices reflect a different Installment Payment Amount than stated in the
relevant Schedule, such difference is due to the "addition" of applicable taxes
or an adjustment for "actual" taxes. If taxes are not financed for you, you
agree to pay such taxes directly to the Licensor and/or
Supplier.
Microsoft
Is a trademark of the Microsoft companies, The Microsoft Financing marks are
used by CIT Technology
Financing Services, Inc. under license.
Page 1
of 3
5.
INSURANCE. You agree that you will insure the Equipment against all loss
or damage naming us as loss payee, obtain liability and third party property
damage insurance naming us as an additional insured, and deliver satisfactory
evidence of such coverage prior to our acceptance of a Schedule. We must be
given thirty days written notice of any material change or
cancellation.
6. TITLE TO
THE PRODUCTS. You will keep the Products free of all liens and
encumbrances. You represent and warrant that you are the sole owner of the
Equipment free and clear of liens and encumbrances. The Software Licensor shall
be the owner and hold title to the Software; you are the licensee and/or
sub-licensee of the Software. Upon our acceptance of a Schedule, you acknowledge
that we shall pay on your behalf the amounts owing to the Licensor of the
Software under the applicable License Agreement and for the
Equipment.
7. YOUR
OBLIGATIONS. You agree that your
obligations to pay all amounts due under each Schedule are absolute and
unconditional and shall not be subject to any defense, setoff, or counterclaim
that you may have against Licensor of the Products, regardless of whether or not
(a) Licensor has breached any warranty, representation or other covenant under
the License Agreement or other agreement with you, (b) the license(s) granted
under the License Agreement have been revoked or otherwise terminated for any
reason whatsoever, or (c) the License Agreement has expired or been terminated
for any reason whatsoever. Accordingly, in the event of any breach or default
under the License Agreement, your sole remedy shall be against Licensor under
that License Agreement and you shall have no right to withhold or otherwise not
to make any Installment Payment required hereunder and under all Schedules. You
further agree that in the event there is a conflict between the terms of the
License Agreement and this Master Agreement, the terms of this Master Agreement
shall prevail. In order to secure the payment and performance of your
obligations under each Schedule and this Master Agreement, you grant us a first
priority security interest in your right to use the Products pursuant to the
License Agreement and in all of your right, title, and interest in and to the
Equipment and in all attachments, accessories, additions, substitutions,
products, replacements, and proceeds (including insurance proceeds) therefrom
and you authorize us to file any UCC financing statement in your name that
relates to our security interest in the Equipment. You hereby waive grace,
demand, presentment for payment, notice of dishonor or default, notice of intent
to accelerate, notice of acceleration and diligence in collecting and bringing
suit.
8. DEFAULT. Each of the
following is a default ("Default") under this Master Agreement and all
Schedules: (a) you fail to pay any Installment Payment or any other payment
within 10 days of its
due date; (b) you breach any representation, warranty or covenant or otherwise
do not perform any of your other obligations under the License Agreement, this
Agreement, a Schedule or in any other agreement with us or with any of our
affiliates and this failure continues for 10 days after we have notified
you of it; (c) you become insolvent, you dissolve or are dissolved, you assign
your assets for the benefit of your creditors, you sell, transfer or otherwise
dispose of all or substantially all of your assets, or you enter (voluntarily or
involuntarily) any bankruptcy or reorganization proceeding; (d) without our
prior written consent, you merge or consolidate with any other entity and you
are not the survivor of such merger or consolidation; (e) any guarantor of a
Schedule dies, does not perform its obligations under the guaranty, or becomes
subject to one of the events listed in clause (c) above.
9. REMEDIES.
If a Default occurs, we may do one or more of the following: (a) we may cancel
or terminate this Master Agreement and all Schedules or any or all other
agreements that we have entered into with you; (b) we may require you to
immediately pay us, as compensation for loss of our bargain and not as a
penalty, a sum equal to: (i) all past due Installment Payments under any or all
Schedules, plus (ii) the present value of all unpaid Installment Payments for
the remainder of the term of any or all Schedules, each discounted at 4% per year, compounded
monthly, plus (iii) all other amounts due or that become due under the
Schedules; (c) we may request that the Licensor cease providing maintenance
and/or support for the Products and/or terminate the License Agreement and you
acknowledge that Licensor, as a third party beneficiary to this Master
Agreement, may terminate your rights under the License Agreement, without
liability; (d) we may demand that you give us immediate possession of the
Equipment; and (e) we may exercise any other right or remedy available at law or
in equity. You agree to pay all
of our costs of enforcing our rights against you, including reasonable
attorneys' fees. We may also charge you $25.00 for each check that is
returned for insufficient funds or for any other reason or if an ACH debit is
not honored by your bank.
10. YOUR
REPRESENTATIONS. You represent and
warrant to us that: (a) you are an entity duly organized, validly existing and
in good standing under applicable state law; (b) each Schedule when executed,
and this Master Agreement, is genuine, legal, valid and binding obligation of
yours, enforceable against you in accordance with their terms, subject to
applicable bankruptcy and other similar laws affecting creditors' rights
generally, and the execution, delivery and performance of each Schedule and this
Master Agreement will not violate or create a default under any law (including
any applicable usury law), regulation, judgment, order, instrument, agreement or
charter document binding on you or your property; (c) each Schedule and this
Master Agreement has been duly authorized, executed and delivered by you; (d)
each signatory of each Schedule and this Master Agreement on behalf of you has
the authority to bind you to each Schedule and this Master Agreement; (e) you
have read and accepted the terms and conditions of the License Agreement and
each Schedule and this Master Agreement; and (f) the financial statements and
other information, if any, furnished to us are and will be materially true and
correct and prepared in accordance with generally accepted accounting principles
consistently applied.
11. ASSIGNMENT. YOU MAY NOT ASSIGN, SELL, TRANSFER OR
SUBLICENSE, OR ALLOW ANY LIENS TO BE PLACED ON THE PRODUCTS OR YOUR INTEREST IN
ANY SCHEDULE OR THIS MASTER AGREEMENT. We may, without notifying you,
sell, assign, or transfer any Schedule and/or this Master Agreement, including
but not limited to, sales of participation interests therein to third parties,
including but not limited to, Microsoft Financing Corporation. You agree that
the assignee will have the same rights and benefits that we have now under any
such Schedule and this Master Agreement but not our obligations. The rights of
the assignee will not be subject to any claims, defenses or set-off that you may
have against us. This waiver will not affect any rights you have against any
Licensor to the extent such Licensor is the assignee.
12. INDEMNIFICATION.
You are responsible for any losses, damages, penalties, claims, suits and
actions (collectively, "Claims"), whether based on a theory of strict liability
or otherwise caused by or related to (a) the manufacture, installation,
licensing, use, ownership, financing, possession, or delivery of the Products or
(b) any defects in the Products. You agree to reimburse us for and if we
request, to defend us against, any Claims.
13.
CREDIT
INFORMATION. YOU AUTHORIZE US OR ANY OF OUR AFFILIATES TO OBTAIN CREDIT
BUREAU REPORTS, AND MAKE OTHER CREDIT INQUIRIES THAT WE DETERMINE ARE NECESSARY.
YOU ACKNOWLEDGE THAT WITHOUT FURTHER NOTICE WE MAY USE OR REQUEST ADDITIONAL
CREDIT BUREAU REPORTS TO UPDATE OUR INFORMATION SO LONG AS YOUR OBLIGATIONS TO
US ARE OUTSTANDING.
14. MISCELLANEOUS.
You agree that the terms and conditions contained in each Schedule and this
Master Agreement make up the entire agreement between you and us regarding the
financing of the Products. Any Schedule or this Master Agreement is not binding
on us until we sign it. Any change in any of the terms and conditions of a
Schedule or this Master Agreement must be in writing and signed by us. You agree, however, that we are
authorized, without notice to you, to supply missing information, such as serial
numbers, or correct typographical, immaterial, or obvious errors in any Schedule
or this Master Agreement. If we delay or fail to enforce any of our
rights under any Schedule or this Master Agreement, we will still be able to
enforce those rights at a later time. All notices shall be given in writing by
the party sending the notice and shall be effective when deposited in the U.S.
Mail, addressed to the party receiving the notice at its address shown on the
front of each Schedule (or to any other address specified by that party in
writing) with postage prepaid. All of our rights and indemnities will survive
the termination of a Schedule or this Master Agreement. It is the express intent
of the parties not to violate any applicable usury laws or to exceed the maximum
amount of time price differential or interest, as applicable, permitted to be
charged or collected by applicable law, and any such excess payment will be
applied to Installment Payments in inverse order of maturity, and any remaining
excess will be refunded to you. If you do not perform any of your obligations
under a Schedule or this Master Agreement, we have the right, but not the
obligation, to take any action or pay any amounts that we believe are necessary
to protect our interests. You agree to reimburse us immediately upon our demand
for any such amounts that we pay. If more than one person or entity has signed
this Master Agreement, each of you agree that your liability is joint and
several hereunder and under all Schedules. You may prepay a Schedule in full
(but not in part) at any time by giving us at least thirty (30) days written
advance notice of prepayment in full and by paying (i) all past due Installment
Payments under such Schedule, plus (ii) the present value of all unpaid
Installment Payments for the remainder of the term of such Schedule, each
discounted at 4% per
year, compounded monthly, plus (iii) all other amounts due or that become due
under such Schedule.
Page 2
of 3
15. FAX
TRANSMISSION. A fax version of a Schedule when received by us shall be
binding on you for all purposes as if originally signed. However, such Schedule shall only
become effective and binding against us when originally signed by us. You
agree that the only version of such Schedule that is the original for all
purposes is the version containing your fax signature and our original
signature. If you elect to sign and transmit a Schedule by fax, you waive notice
of our acceptance of such Schedule and receipt of a copy of the original
Schedule.
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CIT
Technology Financing Services, Inc.
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MET-PRO
CORPORATION
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Lender
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Lender
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X /s/ ▇▇▇▇▇
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X
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇
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|||
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Authorized
Signature
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Authorized
Signature
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▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Director
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8/12/09
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▇▇▇▇▇▇▇
▇. ▇▇ ▇▇▇▇ Chairman, CEO and President
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3/19/09
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Print
Signer's Name & Title
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Date
Signed
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Print
Signer's Name & Title
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Date
Signed
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Page 3
of 3
ADDENDUM
TO MASTER INSTALLMENT PAYMENT AGREEMENT #694197
This Addendum to
Master Installment Payment Agreement #694197 forms and is made a part of that
certain Master Installment Payment Agreement #694197 ("Agreement") between CIT
Technology Financing Services, Inc. and Met-Pro
Corporation. Capitalized terms used herein but not defined herein will have the
same meaning given to them in the Agreement.
With regards to
Section(s):
| 8. |
DEFAULT:
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●
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In subsection d), the words ",
which consent will not be unreasonably withheld or delayed,"
are inserted between the words "consent"
and "you".
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9.
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REMEDIES:
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●
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In the first (1st) sentence, subsection (b)(ii) is
deleted and replaced as follows: "(ii)
all unpaid Installment Payments for the remainder of the term of any or
all Schedules,".
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14.
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MISCELLANEOUS:
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●
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In the final sentence, subsection (ii), the words
"each
discounted at 4% per year, compounded monthly"
are deleted.
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All other terms and
conditions of the Agreement shall remain unchanged and in full force and effect.
All handwritten changes and strike throughs on the Agreement are null and void
and of no force or effect. The changes contained in this Addendum shall apply to
only the Agreement to which it is incorporated and is not a precedent for future
lease transactions.
IN WITNESS WHEREOF,
the parties hereto have executed this Addendum to Master Installment Payment
Agreement on March
19 , 2009.
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CIT
Technology Financing Services, Inc.
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Met-Pro
Corporation
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By:
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/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
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By:
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/s/ ▇▇▇▇▇▇▇
▇. ▇▇ ▇▇▇▇
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Title:
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Director
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Title:
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Chairman, CEO
and President
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Microsoft
Financing
SCHEDULE
NO. 778835 TO
MASTER INSTALLMENT PAYMENT AGREEMENT # 694167
Customer: MET-PRO
CORPORATION
Customer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Solution
Provider Name & Address
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Reference
Number
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Amount
*
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Columbus
It Partner Usa ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇
▇▇▇▇▇
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03/18/2009 - Invoice
number
012496
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$485,336.00
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* plus applicable
taxes, you acknowledge that tax related adjustments may occur pursuant to the
Master Agreement
TOTAL PRODUCT FEE: $485,336.00
ESTIMATED FUNDING
DISBURSEMENT DATES AND AMOUNTS(if applicable):
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Disbursement
Date
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Amount
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Disbursement
Date
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Amount
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Disbursement
Date
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Amount
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Finance
Terms:
YOU HAVE REQUESTED AND
HEREBY EXPRESSLY DIRECT LENDER TO PAY THE TOTAL PRODUCT FEE
UNDER THIS
SCHEDULE TO
PRODUCT
PROVIDER(S) WHEN LENDER RECEIVES PRODUCT PROVIDER'S INVOICE, OR, ON THE DATES
INDICATED IF MULTIPLE DISBURSEMENT DATES ARE SHOWN, REGARDLESS OF WHETHER ALL
PRODUCTS HAVE BEEN DELIVERED. ,You shall make all product
related claims solely against Product Provider and shall, nevertheless, pay
Lender all amounts required to be paid under this Schedule, irrespective of any
unsatisfactory resolution of such claims
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Amount Financed: $485.336.00
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Installment
Advance Payment $0.00 ("at
signing")
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Term: 36
months
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Payment Next
36 @
$13,481.56
each
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Installment Payment
Frequency: monthly
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Amount:
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Your
First Installment Payment and each subsequent Installment Payment are due on the
date specified on our invoices to you.
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1.
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You
agree to finance with us the Total Product Fee (including taxes and
professional services fees, if applicable) identified above for the
scheduled term specified above ("Term”). You acknowledge that
the Total Product Fee may be disbursed by Lender either at commencement of
this agreement or in annual installments as set forth above. You agree
that in the event of a Default under this schedule or the Master
Agreement, we have no obligation to disburse any pending or future annual
installments under this Schedule. Monthly Installment Payments are due in
arrears; all other payment frequencies are due in advance, This Schedule
shall be governed by and incorporates all of the terms and conditions of
the Master Installment Payment Agreement identified above ("Master
Agreement") and by the terms and conditions set forth in this Schedule or
any exhibit or addendum to this Schedule, This Schedule shall constitute
an independent finance contract separate and distinct from the Master
Agreement or any other Schedule. Capitalized terms used in the Schedule
that are not otherwise defined herein shall have the meaning given such
terms in the Master Agreement
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2.
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BY
SIGNING THE MASTER AGREEMENT AND THIS SCHEDULE: (i) YOU ACKNOWLEDGE THAT
YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS ON ALL PAGES OF THE
MASTER AGREEMENT AND THIS SCHEDULE; (ii) YOU AGREE THAT THIS SCHEDULE
CANNOT BE TERMINATED OR CANCELLED BY YOU. YOU HAVE AN UNCONDITIONAL
OBLIGATION TO MAKE ALL INSTALLMENT PAYMENTS DUE UNDER THIS SCHEDULE, AND
YOU CANNOT WITHHOLD, SET OFF, OR REDUCE SUCH INSTALLMENT PAYMENTS FOR ANY
REASON, INCLUDING BUT NOT LIMITED TO (1)
LOSS, DAMAGE OR THEFT TO OR OF ANY ONE OR MORE OF THE PRODUCTS (2)
ANY CLAIM THAT LICENSOR HAS BREACHED ANY REPRESENTATION, WARRANTY,
COVENANT OR OTHER OBLIGATION OR OTHERWISE FAILED TO PERFORM UNDER THE
LICENSE AGREEMENT, (3) ANY REVOCATION, EXPIRATION OR TERMINATION OF THE
LICENSE AGREEMENT OR THE LICENSES GRANTED THEREUNDER, FOR ANY REASON; OR
(4) NON-DELIVERY, NON-PERFORMANCE, OR
NON-ACCEPTANCE BY YOU, OF THE PRODUCT (iii) YOU WILL USE THE
PRODUCTS ONLY FOR BUSINESS PURPOSES; (iv) YOU WARRANT THAT THE PERSON
SIGNING THE MASTER AGREEMENT AND THE SCHEDULE HAS THE AUTHORITY TO DO SO
AND TO GRANT THE AUTHORITY SET FORTH IN SECTION 7 OF THE MASTER AGREEMENT;
(v) YOU CONFIRM THAT YOU DECIDED TO ENTER INTO THE MASTER AGREEMENT AND
THE SCHEDULE RATHER THAN PAY CASH FOR THE TOTAL PRODUCT
FEE.
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Lender:
CIT Technology Financing
Services, Inc.
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Customer: MET-PRO
CORPORATION
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇ | |
| Authorized Signature | Authorized Signature | |||
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▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Director
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8/12/09
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▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇ Chairman, CEO
and President
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3/19/09
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Print
Signer's Name & Title
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Date
Signed
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Print
Signer's Name & Title
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Date
Signed
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Microsoft
is a trademark of the Microsoft companies. The Microsoft Financing marks are
used by CIT Technology
Financing Services, Inc. under license.
AUTHORIZATION
CERTIFICATE
Master
Installment Payment Agreement #694167 between Company and CIT Technology
Financing Services, Inc.
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Company:
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CIT
Technology Financing Services, Inc.
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MET-PRO
CORPORATION
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Address:
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▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇/▇▇▇▇▇/▇▇▇:
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▇▇▇▇▇▇▇▇▇▇▇▇,
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▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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I, ▇▇▇▇
▇. ▇▇▇▇▇▇ , CERTIFY that I am
the duly qualified and acting [ x ] Secretary or Assistant Secretary I [ ] Managing
Member I [ ]
General Partner I
[ ] Officer (title) __________________ of the Company identified
above; that the Company is duly organized, validly existing company in good
standing under the laws of the State of Pennsylvania ;
that I have custody of the operating agreement, partnership agreement, or
charter and bylaws of the Company; that based on an examination of the Company's
operating agreement, partnership agreement, or charter, bylaws and other
relevant records, as of the date stated below (and for six months prior thereto)
the following persons in the respective capacities indicated have been
authorized to execute the Agreement(s) identified above and other attendant
documents on behalf of the Company and with full authority to bind the Company
by doing so.
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Name
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Title
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Signature
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▇▇▇▇▇▇▇
▇. ▇▇ ▇▇▇▇
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Chairman,
CEO & President
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/s/
▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇
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Date
Signed:
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3/19/2009 |
/s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇, CFO
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Secretary/Managing
Member/
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||||
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General
Partner/Officer (title)
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Senior VP of Finance
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Secretary
& Treasurer
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