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PROMISSORY NOTE

Promissory Note

PROMISSORY NOTE | Document Parties: AMERICAN HOME FOOD PRODUCTS, INC. | Artisanal Cheese, LLC You are currently viewing:
This Promissory Note involves

AMERICAN HOME FOOD PRODUCTS, INC. | Artisanal Cheese, LLC

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Title: PROMISSORY NOTE
Governing Law: New York     Date: 10/15/2009

PROMISSORY NOTE, Parties: american home food products  inc. , artisanal cheese  llc
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Exh ibit 10.23

 

PROMISSORY NOTE

 

$850,000.00

July 10, 2009

 

Artisanal Cheese, LLC,

a New York limited liability company

500 West 37th Street

2nd Floor

New York, New York  10018

(Hereinafter referred to as “Borrower”)

 

Whereas, Borrower has been authorized by its board of directors to secure a term loan from one or more lenders (each a “Lender” and collectively “Lenders”) in a collective amount not to exceed Eight Hundred Fifty Thousand Dollars ($850,000.00).

 

Whereas, this Promissory Note is made pursuant to such Term Loan Agreements executed by each of the Lenders of even date herewith (the “Term Loan Agreements”), the collective amount which is represented by this Promissory Note (the “Promissory Note”).

 

Now, wherefore, Borrower promises to pay to the order of Lenders, in lawful money of the United States of America, at their respective addresses indicated in their respective Term Loan Agreements or wherever else Lenders may specify, the sums owed to each Lender under the respective Term Loan Agreements (including all renewals, extensions or modifications thereof).

 

SECURITY.  As security for the payment of the monies owing under this Promissory Note and the Term Loan Agreements, the Borrower has delivered or has caused to be delivered to the Lenders a security agreement (“Security Agreement”) dated the date hereof.  Lenders shall have a security interest in all assets of the Borrower pursuant to the Security Agreement.

 

INTEREST AND FEE(S) COMPUTATION.  (Actual/365).  Interest on the principle amount of this Promissory Note shall be at a rate of nine percent (9%) per annum.  Interest and fees, if any, shall be computed on the basis of a 365-day year for the actual number of days in the applicable period.  Interest shall be paid to Lenders on a monthly basis.

 

ISSUANCE OF PREFERRED SHARES.  For every Ten Thousand Dollars ($10,000.00)  loaned by any Lender, that Lender shall receive One Thousand (1,000) shares of American Home Food Products’ Series A Redeemable Convertible Preferred Shares.

 

PREPAYMENT.  The Promissory Note may be prepaid, in whole or in part, at any time.

 

REPAYMENT TERMS.  This Promissory Note shall be due and payable in full on September 11, 2010.

 

APPLICATION OF PAYMENTS.  If a Default occurs, monies may be applied to the obligations in any manner or order deemed appropriate by Lenders.  If any payment received by Lenders under this Promissory Note is rescinded, avoided or for any reason returned by Lenders because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Promissory Note as though such payment had not been made.

 

 

 


 

 

ATTORNEYS’ FEES AND OTHER COLLECTION COSTS.  Borrower shall pay all of Lenders’ reasonable expenses incurred to enforce or collect any of the obligations under this Promissory Note, including, without limitation, reasonable court, arbitration, paralegals', attorneys' fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.

 

USURY.  Regardless of any other provision of this Promissory Note, if for any reason the effective interest should exceed the maximum lawful interest, the effective interest shall be deemed reduced to, and shall be, such maximum lawful interest, and (i) the amount which would be excessive interest shall be deemed applied to the reduction of the principal balance of this Promissory Note and not to the payment of interest, and (ii) if the loan evidenced by this Promissory Note has been or is thereby paid in full, the excess shall be returned to the party paying same, such application to the principal balance of this Promissory Note or the refunding of excess to be a complete settlement and acquittance thereof.

 

DEFAULT.  If any of the following occurs, a default (“Default”) under this Promissory Note shall exist:  Nonpayment.  The failure of Borrower to pay any of the obligations under this Promissory Note within ten (10) calendar days of when due.  Nonperformance.  The failure of timely performance of the obligations hereunder or under the Security Agreement, other than payment obligations, and such default shall continue unremedied for a period of fifteen (15) calendar days after Borrower shall receive notice of such default.  False Warranty.  A warranty or representation made or deemed made in this Promissory Note or the Security Agreement, or furnished to Lenders in connection with the loan evidenced by this Promissory Note, proves materially false, or if of a


 
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