F/US/00/Agt/Acquire/Shares/MSPA/Annex/Note/0.md

/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Note/0.md
Source views: Source JSON(ish) on GitHub (VSCode) Doc views: Document (&k=r00t): Visual Print Technical: OpenParameters Xray

GUID: {Doc.GUID}

This {_Promissory_Note} has been issued without registration or qualification under the Securities Act of 1933, as amended, and applicable state securities laws and may not be sold, transferred, or otherwise disposed of without (A) such registration and qualification, or (B) an opinion of counsel reasonably satisfactory to the issuer in form and substance that such sale, transfer, or disposition may lawfully be made without registration or qualification.

NONNEGOTIABLE PROMISSORY NOTE

{Price.Note.Principal.$}

FOR VALUE RECEIVED, {Buyer.US.N,E,A} (“{_Maker}”), promises to pay to {Seller.X.US.N,E,A} (“{_Payee}”), in lawful money of the United States of America, the principal sum of {Price.Note.Principal.$}, together with interest in arrears on the unpaid principal balance at an annual rate of {Price.Note.Interest.%}, in the manner provided below. Interest will be calculated on the basis of a year of 365 or 366 days, as applicable, and charged for the actual number of days elapsed.
This {_Promissory_Note} has been executed and delivered pursuant to, and is subject to the terms and conditions of, a {SPA.Doc.Ti} (the “{_Purchase_Agreement}”) dated {SPA.EffectiveDate.YMD}, among {_Maker} and {_Sellers} named therein, including {_Payee}, which is, by this reference, incorporated in, and made a part of, this {_Promissory_Note}. Capitalized terms used in this {_Promissory_Note} without definition have the respective meanings given to them in the {_Purchase_Agreement}.

Payments
1. The principal amount of this {_Promissory_Note} will be payable in {Price.Note.Principal.PaymentInstallments.#} equal consecutive {Price.Note.Principal.PaymentPeriod.cl} installments commencing on {Price.Note.Principal.PaymentDate.First.YMD}, {Price.Note.Principal.PaymentDate.Anniversary.cl} until paid in full. Accrued and unpaid interest on the unpaid principal balance of this {_Promissory_Note} will be due and payable {Price.Note.Interest.PaymentPeriod.cl}, together with each payment of principal.
2. All payments of principal and interest on this {_Promissory_Note} will be made by {Price.Note.PaymentForm.cl} at {Price.Note.PaymentPlace.cl}, or at such other place in the United States of America as {_Payee} may designate to {_Maker} in writingor by wire transfer of immediately available funds to an account as {_Payee} may designate to {_Maker} in writing]. If any payment of principal of, or interest on, this {_Promissory_Note} becomes due on a day that is not a Business Day, such payment will be due on the next succeeding Business Day, and such extension of time shall be taken into account in calculating the amount of interest payable under this {_Promissory_Note}.
3. {_Maker} may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this {_Promissory_Note}, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment. Any partial prepayments will be applied to installments of principal in inverse order of their maturity.
4. {_Maker} may withhold and set off against any amount due on this {_Promissory_Note}, the amount of any claim for indemnification, payment, or reimbursement to which {_Maker} may be entitled arising from the {_Purchase_Agreement}, any other agreement entered into pursuant to the {_Purchase_Agreement}, or otherwise.
Defaults
1. The occurrence of any one or more of the following events with respect to {_Maker} will constitute an event of default under this {_Promissory_Note} (“{_Event_of_Default}”):
  If {_Maker} fails to pay when due any payment of principal of, or interest on, this {_Promissory_Note} and such failure continues for 15 days after {_Payee} notifies {_Maker} of such failure to pay in writing; provided, however, that the exercise by {_Maker} in good faith of its right of setoff pursuant to Paragraph 1(d), whether or not ultimately determined to be justified, will not constitute an {_Event_of_Default}.
  If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), {_Maker} (A) commences a voluntary case or proceeding; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a trustee, receiver, assignee, liquidator, or similar official; (D) makes an assignment for the benefit of its creditors; or (E) admits in writing its inability to pay its debts as they become due.
  If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against {_Maker} in an involuntary case; (B) appoints a trustee, receiver, assignee, liquidator, or similar official for {_Maker} or substantially all of {_Maker}’s assets; or (C) orders the liquidation of {_Maker}, and in each case the order or decree is not dismissed within 60 days.
2. Upon the occurrence of an {_Event_of_Default} under Paragraph 2(a)(i) (unless all {_Events_of_Default} have been cured by {_Maker} or waived by {_Payee}), {_Payee} may, at its option, (i) by written notice to {_Maker}, declare the entire unpaid principal balance of this {_Promissory_Note}, together with all accrued and unpaid interest thereon, immediately due and payable regardless of any prior forbearance, and (ii) exercise any and all rights and remedies available to it under applicable law, including the right to collect from {_Maker} all amounts due under this {_Promissory_Note}. Upon the occurrence of an {_Event_of_Default} under Paragraph 2(a)(ii) or (iii) of this {_Promissory_Note}, the entire unpaid principal balance of this {_Promissory_Note}, together with all accrued and unpaid interest thereon, will become immediately due and payable.
Miscellaneous
1. Assignments and Successors
  This {_Promissory_Note} may not be assigned or transferred by {_Payee} without the prior written consent of {_Maker}. Any purported assignment or transfer without such prior written consent will be void. Subject to the foregoing, this {_Promissory_Note} will inure to the benefit of the heirs, executors, administrators, legal representatives, successors, and permitted assigns of {_Payee}.
2. Governing Law
  All matters relating to or arising out of this {_Promissory_Note} will be governed by and construed and interpreted under the laws of {Law.State.the}, without regard to conflicts-of-laws principles that would require the application of any other law.
3. Notices
  Any notice required or permitted to be given under this {_Promissory_Note} shall be given in accordance with Section 12.18 of the {_Purchase_Agreement}.
4. Severability
  If any provision of this {_Promissory_Note} is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this {_Promissory_Note} will remain in full force and effect. Any provision of this {_Promissory_Note} held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

{Buyer.US.Frame.Sign.Block}