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5. Late Payment Charge. If a payment is more than ten (10) days late, Huizinga will be charged a late payment charge of Four Hundred and 00/100 Dollars ($400.00) or five percent (5%) of the amount due, whichever is greater, as permitted by law.

6. Transaction Documents. This Note is being signed in connection with additional documents evidencing this credit extended from [Mark] to Huizinga, which documents include but are not limited to a Purchase Agreement, Pledge Agreement, Security Agreement, Corporate Guarantee

Agreement and the like,

Documents”.

The terms

incorporated

by reference

all of which are referred to as the “Loan and conditions of any Loan Documents are in this Note. This Note and all extensions,

renewals common

and replacements shall be secured by (i) all of the stock owned by Huizinga in Blinds, Inc. pursuant to

shares of a Pledge

Agreement and (ii) the corporate guaranty of Blinds, Corporate Guarantee Agreement, each of which are of Note.

Inc., even

pursuant

to a

date with

this

7. Events of Default. Huizinga will be in default if any one of the following events happen:

  • A.

    Huizinga fails to make a payment on this Note to [Mark] within ten (10) days of when payment is due.

  • B.

    Huizinga fails to perform any obligation or breaches any warranty or covenant to [Mark] contained in this Note, the Loan Documents, or any other present or future written agreement.

D.

*** Huizinga allows the collateral securing this Note to be lost, stolen, destroyed, or damaged in any material respect, or subjected to seizure or confiscation.

***

Id. at 7 (sequentially, pp.16-17).

Additionally, the following documents were signed on January 4: (1) A

“Corporate Guarantee Agreement[,]” pursuant to which Blinds, Inc. guaranteed

Huizinga’s payment and performance under the second purchase agreement, id. at 8

(sequentially, p.21); (2) a “Pledge Agreement[,]” pursuant to which “Huizinga pledge[d],

warrant[ed], convey[ed] and grant[ed] to [Mark] and his successors and assigns forever a

continuing security interest in and to all of the collateral[,]” including “all shares of . . . 8

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