Exhibit 10.7
PROMISSORY NOTE
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$250,000.00 July ___, 1999
FOR VALUE RECEIVED, Xxxxx Xxxxxxx (the "Borrower"), promises to pay to
Tanning Technology Corporation, a Delaware corporation ("Lender"), the principal
sum of TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000.00) (the "Advance
Balance"), together with interest on the unpaid principal balance of this Note
from time to time outstanding at a rate of ____ per annum, compounded semi-
annually, until paid in full. Principal and interest shall be paid in full in
cash on July __, 2001. This Promissory Note shall become effective on the IPO
Date (as defined in the Employment, Confidentiality, and Non-Competition
Agreement between the Borrower and the Lender).
Interest on this Note shall be computed on the basis of a year of 365
days for the actual number of days elapsed. All payments by the Borrower under
this Note shall be in immediately available funds, which may be made other than
by wire transfer.
This Note may be prepaid in whole or in part at any time or from time
to time. Any such prepayment shall be without premium or penalty. Whenever any
amount is paid under this Note, such amount shall be applied first to interest
and then to principal.
If any amount due under this Note becomes due and payable on a
Saturday, Sunday, or public or other banking holiday under the laws of the State
of Colorado, the due date therefor thereof shall be extended to the next
succeeding business day, and interest shall be payable thereon at the rate
hereunder specified during such extension, unless such next succeeding business
day falls in the next calendar month, in which case the maturity shall be the
next preceding business day.
Upon the failure to pay any interest or principal under this Note when
due, which shall remain unremedied for ten days following the date when such
interest or principal was due hereunder; then, and in any such event (an "Event
of Default"), the Lender may declare, by notice of default given to the
Borrower, the entire principal amount of this Note to be due and payable,
whereupon the entire principal amount of this Note outstanding and any accrued
and unpaid interest hereunder shall become due and payable without presentment,
demand, protest, notice of dishonor and all other demands and notices of any
kind. Upon the occurrence of an Event of Default, the accrued and unpaid
interest hereunder shall thereafter bear the same rate of interest as on the
principal hereunder, but in no event shall such interest be charged which would
violate any applicable usury law.
No delay or failure by the Lender in the exercise of any right or
remedy shall constitute a waiver thereof, and no single or partial exercise by
the Lender of any right or remedy shall preclude other or future exercise
thereof or the exercise of any other right or remedy.
The Borrower shall pay on demand all reasonable costs and expenses of
Lender in connection with the enforcement of this Note including the reasonable
fees and expenses of counsel with respect thereto.
The Borrower expressly waives any and all rights that it may have to
presentment, demand, protest, or other notice of any kind.
None of the terms or provisions of this Note may be excluded, modified
or amended except by a written instrument duly executed on behalf of the holder
expressly referring to this Note and setting forth the provision so excluded,
modified, or amended.
THIS NOTE SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO (WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES). THE BORROWER HEREBY SUBMITS TO NON-EXCLUSIVE JURISDICTION AND
TO THE LAYING OF VENUE IN THE COUNTY OF ________, STATE OF COLORADO, WITH
RESPECT TO ALL MATTERS RELATING TO THIS NOTE.
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Xxxxx Xxxxxxx
STATE OF ____________ )
) ss.:
COUNTY OF ___________ )
On the ___ day of July, 1999, before me personally came Xxxxx Xxxxxxx,
to me known to be the individual(s) described in and who executed the foregoing
instrument, and acknowledged that he executed the same.
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Notary Public
