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Pledge Sale of Business
Agreement made this _____ day of ______, 20 __ by and between _______________ ("Debtor") and _______________ ("Secured Party").
The parties agree that:
1. The Debtor acknowledges receipt of _____________ ($------) Dollars as a purchase money loan from the Secured Party, evidenced by a certain promissory note of even date, given as payment in the purchase of _________________ from said Secured Party.
2. The Debtor hereby pledges, assigns, transfers, and sets over to the Secured Party all his/her rights, title, and interest in _________________ as collateral security for the repayment of the loan. Said collateral is delivered herewith to be held by said Secured Party in pledge.
3. This Agreement shall be binding on any successors of the parties.
4. In the event of a default in the payment of the loan, the Secured Party is fully authorized and empowered, without notice to, and without demand for payment from, the Debtor, to sell the collateral at public or private sale provided, however, that should the proceeds from the sale of the collateral exceed the value of the then outstanding loan balance plus reasonable attorney fees and costs, then the excess value of the proceeds shall be remitted to the Debtor.
5. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
6. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
7. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
8. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
9. Any disputes pertaining said agreement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the Australian Arbitration Association or like organisation in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
10. This Agreement shall be governed by the laws of the State of ___________________.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____