The URL can be used to link to this page

Home My WebLink About02 044 agree westario power e e e e THE CORPORATION OF THE MUNICIPALITY OF KINC B. BY-LAW NO. 2002 - 44 ! i A BY-LAW TO AUTHORIZE THE SIGNING~F AN AGREEMENT OF AN ASSIGNMENT AND POSTP NEMENT OF CLAIM WITH THE CANADIAN IMPERIAL BANK OF OMMERCE REGARDING THE WEST ARlO POWER INCORP RATED , NOTE RECEIVABLE . WHEREAS the Council for The Municipality of Kincardine deem it advisable to enter into an Agreement with the Canadian Imperial Bank of Co merce; i AND WHEREAS this Agreement provides for the postponement lof payment of the Westario note receivable to a maximum of four hundred and ~fty thousand four hundred and fifty two dollars plus interest in the event that Vfestario Power Incorporated is unable to repay its letter of credit to the Canadia~ Imperial Bank of Commerce; i i NOW THEREFORE the Council for The Corporation of th1 Municipality of Kincardine ENACTS as follows: ! , I I 1. That the Corporation of the Municipality of Kincardine enter irl.to an agreement with the Canadian Imperial Bank of Commerce. l 2. That the Deputy Mayor and Treasurer be authorized to sign. tn behalf of The Corporation of the Municipality of Kincardine. the Agreement with the Canadian Imperial Bank of Commerce attached to this by-Ia and to affix the corporate seal as and when required. I 3. This By-law shall come into full force and effect upon its fin~1 passage. 4. This. By-law may be cited as the 'Westario postPonemen~ Agreement, By- ~~. i I ! READ a FIRST, SECOND and THIRD TIME and DEEMED TO BE PASSED this 17111 day of April 2002. _~ 2zø'~~ ~ ayor jW4~ 189 - 01/06 (AU ptovin_ _I Quebec) Page 1 on Assignment and Postponement of Claim (the "Agreement") 635 Goderich Street Port Elqin, Ontario·NOH 2CO _ i BaDk OIIico (illlOll mailia¡ -. aod poaIa1 code) ",or ~Ie consideration, and in connection with ð""Hl1g~ between Canadian Imperial Bank of Commerce (MCIBC") and Westario Power Inc. . the "Customer"), I, thIe undersigned grantor, agree with CIBC as follows: I. Aasigument. I assign to CJBC all present and tùture debts and liabilities which are or will be owing to me (my "Claims") iby the Customer. 2. 'Postponement. I postpone my Claims to ClBC's cl8ims against the Customer. 3. ,Money, etc. held in trust. If! receive any money or other property in payment of my Claims, I will hold it in trust for, and immediately pay it to, CIBC. 4. My Liability. My liability under this Agreement is: a) 0 unlimited. b) !]I limited to the principal snm of $ " ~ 0 " 5 2 00 plus interest (including compound interest) from the date of ClBC's demand for payment upon me ór the Customer at the rates (and in the currency) applicable to the corresponding Customer's liabilities. !Note: If neither box (a) nor box (b) Is checked off, or If both are chedced off, or If box (b) Is checked off but no figure Is IDserted ID the blank, then box (a) alone will be considered to bsve been checked off. S. Dealing with Oaims. I will not do any of the following without CJBC's prior written consent (i) release or withdraw any of my Claims, (ü) assign any of my Claims to any person other than ClBC, (m) permit any of my Claims to lapse under any . ,statute of limitations, or (iv) ask for or accept any security, negotiable paper or other evidence of my Claims. ""'6. iGovernlDgLaw. This Agreement isgovemedbythel~s of Ontario I (without reference to the choice of law rules). I irrevocably agree to submit to the no~xclusive jurisdiction of its courts. 7. I Copy Received. I acknowledge having received a copy of this Agreement. , No~: The" Additional Terms and Conditions of this Agreement" on Page 2 and on any attached ScheduJes form part of this Agreement. ;.~.~..F .....,i'.. . , Dated ~J 171 02- The Municipality of 1{in,..;tTt1inø Gtwof,Name¡lOCOtdillMl) .. ~- J,,,,,1'J(j¡~:'2. ~~<f,:~ ~ ~R_· ,-:.. ...: ...-- ~- "'71 c.ø....t' -6s"i:' '""" oS o....1ÒÌ'.I! Xddro.. -- '-'~ ~~tV OVT/¥/llo ')O<; ;J.Vo ./C..r.r.ud.4 t' -êf",tAr;ø N:J...:b .J..XL . Citytrown, l'tovinco &od Po.... Cøde Cityrrown, provi£ce aDd I>óíIoI c...· NoteIlfthe ¡nmto<i, aco!lOnIion, no willlus i. needed. Tho office (suclI u "Pœsideat" or "Semlaly") of the penoo sipiDg sbouId be notod below that . ! peøon's signature. . Co p1ete the box below if it is necessary to register DDl\er PPSA Fo IDdividuals only, record the following information: J(b D-ev-t- Cøo~ W 0J.rf)..v...... ~buI"" .... (..coni ill 1ùII) .P)~ . WilDe.... Sigoatuse '-\ LV¡v W"O(')Ú WilDe... Acfd..ss wu: Fial aod second 0..... ill tbIl: llUmome BiIIb Date* Moalh Su MIF . Fo Alberta, Oatsrio. Saskatc:IIowaa SlId YuIro.. RC011I: clayflllOllthi)oar . Fo Briti,b Columbia aod Msuitob......,11I: yeao'moalhlday lof2 04/10/02 15:25:32 ." . ~f -'Í .~ ! , 189·01/06 (All ptoVÌD<OI exoept Quebec) Page 2 of2 AlSlpmeDlo.d Postpoue....t of ClaIm (lIIe . AgreemeDI'') (co.I'd) , ! I Additional Terms and Conditions of this Agreement 8. Absolute Obligation. My obligation under this Agreement is absolute and unconditional It will not be limited or reduced, pOr will ClBC be responsible or owe any duty (as a fiduciary or otherwise) to me; nor will CIBC's rights under this ~ment be prejudiced by the existence or occurrence (with or without my knowledge or consent) of any event !whatsoever. 9. lPayment on demand. cmc may at any time demon(. that the Customer pay to Cmc the amount of my Claims. ., 10. ¡Notice by ernc. AJ1y notice to me under this Agreement will be valid if mailed prepaid first class mail to my last known iaddress as disclosed in CIBC's records. II. ·Bankruptcy, etc. of the Cnstomer. If the Customer becomes bankrupt or insolvent or ClBC. files any claim for payment 'with any trustee or receiver, CIBC may require that I will immediately pay to CIBC any money or other property that the Customer has paid to me in respect of my Claims. 12. Fnrther Documents. I will from time to time immediately, upon request by ClBC, take any action (including signing and delivering fmancing statements, financing change statements, statements of claim, proofs of claim, assignments or other documents) as CIBC may require in connection with this Agreement or as CIBC may consider necessary to give effect to this Agreement. 13. 'Termination. I may discontinue further obligations to CIBC under this Agreement by written notice to the above-noted Bank Office. I will, however, continue to be liable under this Agreement in connection with any of my Claims existing as of the 30th day after cmc receives my notice. 14. . Statement conclnsive. Except for demonstrable errors or omissions, the amount appearing due in any account stated or settled between CIBC and the Customer will be conclusive as to that amount being due. I 5. General. Any provision of this Agreement that is void or unenforceable in a jurisdiction is. as to that jurisdiction, . . ineffective to that extent without invalidating the remaining provisions. This Agreement is in addition and without prejudice " I to any security of any kind now or in the future held by cmc. - 16. ! Definitions. In this Agreement: I la) "I", "me" and "my" mean the Person who has signed this Agreement and if two or more Persons sign, each of them; i and i I b) "Person" includes a natura1 person, personal representative, partnership, colporation, association, organization, estate, , trade union, church or other religious organization, syndicate, joint venture. trust, trustee in bankruptcy, government and government body and any other entity. . . (CIBC onlioe _01) 2of2 04/10/02 15:25:3: