PROMISSORY NOTE BETWEEN PETER DUNN AND REGISTRANT DATED OCTOBER 15, 2009
EXHIBIT
10.1
PROMISSORY
NOTE BETWEEN XXXXX XXXX AND REGISTRANT DATED OCTOBER 15, 2009
THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER SUCH
ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION
IS AVAILABLE.
| $ | 15,407.64 |
Los
Angeles, CA
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|
|
October
15,
2009
|
FOR VALUE
RECEIVED, Empire Post Media,, Inc., a Nevada corporation (the "Company"),
promises to pay this Promissory Note (the “Note”), upon demand, to the order of
Xxxxx Xxxx, an individual (the "Holder"), the principal amount of $15,407.64,
with interest at the rate of 8% per annum.
The
following is a statement of the rights of Holder and the conditions to which
this Note is subject, and to which Holder, by the acceptance of this Note,
agrees:
1. Payments. All
payments of principal in respect of this Note shall be made in lawful money of
the United States of America in same day funds at the principal office of the
Holder, or at such other place as Holder may designate in writing. Each payment
made hereunder shall be credited first to outstanding principal due and then to
interest due,
if
any.
2. Prepayment Privilege.
This Note may be prepaid at any time, without premium or
penalty.
3. Events of Default.
All liabilities of the Company under this Note shall be immediately due
and payable, without notice or demand, upon or at any time after the occurrence
or existence of any one or more of the following "Events of
Default":
(a) A
proceeding shall have been instituted in a court having jurisdiction over the
Company seeking a decree or order for relief in respect of Company in an
involuntary case under any applicable bankruptcy, insolvency, reorganization or
other similar law and such involuntary case shall remain undismissed or unstayed
and in effect for a period of sixty (60) consecutive days, or Company shall
commence a voluntary case under any such law or consent to the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or other similar official).
4. Successors and
Assigns. The rights and obligations of the Company and Holder of
this Note shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties. The Company may not assign its
obligations hereunder without the consent of the Holder; the Holder may assign
its rights, interests or obligations hereunder, in whole or in
part.
5. Waiver and Amendment.
Any provision of this Note may be amended, waived or modified upon the
written consent of the Company and Holder.
6. Notices. Any
notice, request or other communication required or permitted hereunder shall be
in writing and shall be deemed to have been duly given if personally delivered
or mailed by registered or certified mail, postage prepaid, or by recognized
overnight courier or personal delivery at the respective addresses of the
parties as set forth on the register maintained by the Company. Any party hereto
may by notice so given change its address for future notice hereunder. Notice
shall conclusively be deemed to have been given when received.
7. Expenses; Waivers.
If action is instituted to collect this Note, the Company promises to pay
all costs and expenses, including, without limitation, reasonable attorneys'
fees, and costs, incurred in connection with such action. The Company hereby
waives notice of default, presentment or demand for payment, protest or notice
of nonpayment or dishonor and all other notices or demands relative to this
instrument.
8. Governing Law.
This Note and all actions arising out of or in connection with this Note shall
be governed by and construed in accordance with the laws of the State of
California, without regard to the conflicts of law provisions of the State of
California, or of any other state.
9. Waiver of Jury Trial.
To the fullest extent permitted by applicable law, the Company and the
Holder hereby irrevocably and expressly waive all right to a trial by jury in
any action, proceeding, counterclaim (whether based upon contract, tort or
otherwise) arising out of or relating to this Note, or other documents entered
in connection herewith or the transactions contemplated hereby.
10. Headings. The
headings of the sections and subsections of this Note are inserted for
convenience only and do not constitute a part of this Note.
11. Severability.
In case any one or more of the provisions contained in this Note shall be deemed
invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
12. Miscellaneous.
In the event the Holder at any time discovers that this Note contains an error
which was caused by clerical mistake, calculation error, computer error, printer
error, or similar error, the Company agrees, upon notice from the Holder to
execute any amendment or modification hereto that is necessary to correct any
such errors, and the Company also agrees not to hold the Holder responsible for
any damage resulting from such error. If this Note is lost, stolen, mutilated or
destroyed, and the Holder delivers to the Company an indemnification in the
Company's favor, signed by the Holder, the Company will sign and deliver to
Holder, a note identical in form and content which will have the effect of the
original Note for all purposes.
IN
WITNESS WHEREOF, the undersigned has caused this Note to be duly executed and
delivered as of the day and year first above written.
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/s/ Xxxxx
Xxxx
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Name:
Xxxxx Xxxx
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Title:
President
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