Promissory Note - Template Form to Create Word and PDF Pro · EN-CA-law

PROMISSORY NOTE
(Province of ________)

Principal Amount: $________

Date: ________

Place of Execution: ________

FOR VALUE RECEIVED, the undersigned borrower, ________, having a primary address at:

________

(hereinafter the "Borrower")

hereby unconditionally promises to pay to the lender, ________, having a primary address at:

________

(hereinafter the "Lender", and together with the Borrower, the "Parties")

the sum of $________ (________ dollars in lawful money of Canada) (the "Principal Amount"), together with interest at the rate of ________% per annum, calculated and compounded monthly, both before and after default, demand, maturity and judgment (the "Interest"), on the unpaid Principal Amount, in accordance with the terms and conditions set out below.

§ 1. Interest Act Disclosure

For the purposes of the Interest Act (Canada), R.S.C. 1985, c. I-15, the Parties acknowledge and agree that the annual rate of interest applicable to this Promissory Note that is equivalent to the rate of interest stated above, compounded monthly, is ________% per annum. The Parties further agree that no interest charged or payable under this Promissory Note shall exceed the maximum rate permitted under section 347 of the Criminal Code (Canada), and if any interest provided for herein would otherwise exceed such maximum, the rate shall be reduced to the highest rate then permitted by law.

§ 2. Terms of Repayment

(a) General Repayment. The Principal Amount together with all accrued and unpaid Interest shall be paid in full on or before ________ (the "Due Date"). The Borrower shall ensure that the entirety of the Principal Amount and all accrued Interest is repaid on or before the Due Date.

(b) Method of Payment. The Borrower shall make all payments to the Lender by cheque, electronic funds transfer, or other means acceptable to the Lender, delivered or directed to the address of the Lender specified above or to such other address as the Lender may designate in writing.

(c) Application of Payments. All payments received shall be applied first to accrued and unpaid Interest, then to any costs and expenses payable hereunder, and finally to the reduction of the outstanding Principal Amount.

(d) Past Due Interest. If the entirety of the Principal Amount together with accrued Interest has not been paid in full by the Due Date, the unpaid amount shall bear interest at the rate of ________% per annum, calculated and compounded monthly, both before and after default and judgment, until all amounts owing are recovered in full, subject always to § 1.

§ 3. Default

Each of the following events constitutes an event of default under this Promissory Note, and upon the occurrence of any such event the entire unpaid balance of the Principal Amount together with all accrued and unpaid Interest and other amounts owing hereunder shall, at the option of the Lender, become immediately due and payable without further notice or demand:

a) the failure of the Borrower to pay any amount owing under this Promissory Note when due;

b) the Borrower's insolvency or inability to pay debts as they become due;

c) the Borrower's death, mental incompetency, liquidation, or dissolution;

d) the Borrower's making of a general assignment for the benefit of the Borrower's creditors;

e) the filing of any proceeding by or against the Borrower under the Bankruptcy and Insolvency Act (Canada) or any similar legislation; or

f) any application for the appointment of a receiver, receiver-manager, trustee or liquidator in respect of the Borrower or any of the Borrower's property.

§ 4. Collection Costs

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§ 5. Security

This Promissory Note is secured by the following collateral (the "Collateral"):

________

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If the Borrower defaults on this Promissory Note and fails to make payment within seven (7) days after demand by the Lender, the Lender shall be entitled to exercise all rights and remedies available to a secured party under the applicable Personal Property Security Act and at law or in equity, including the right to seize, take possession of, and dispose of the Collateral and to apply the proceeds against the amounts owing hereunder.

§ 6. Prepayment

The Borrower may prepay all or any portion of the Principal Amount, together with any accrued and unpaid Interest, at any time prior to the Due Date without penalty or premium. Any partial prepayment shall be applied first to accrued and unpaid Interest and then to the outstanding Principal Amount. No prepayment shall relieve the Borrower of the obligation to repay any remaining balance owing under this Promissory Note in accordance with its terms.

§ 7. No Waiver

No failure or delay on the part of the Lender in exercising any right, power, or remedy under this Promissory Note shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof. No waiver shall be effective unless made in writing and signed by the Lender.

§ 8. Severability

The Parties acknowledge that if a dispute between the Parties arises out of this Promissory Note or the subject matter of this Promissory Note, they would want the court to interpret the Promissory Note as follows:

a) with respect to any provision that it holds unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable, or if that modification is not permitted by law, by disregarding that provision;

b) if an unenforceable provision is modified or disregarded in accordance with this section, by holding that the rest of the Promissory Note will remain in effect as written;

c) by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable;

d) if modifying or disregarding the unenforceable provision would result in a failure of an essential purpose of this Promissory Note, by holding the entire Promissory Note unenforceable.

§ 9. Amendment

This Promissory Note may only be amended by an instrument in writing signed by both Parties.

§ 10. Assignment

This Promissory Note, and the rights granted hereunder, may be assigned, sold, pledged, or otherwise transferred in whole or in part by the Lender without the consent of the Borrower. The Borrower may not assign or transfer any of its rights or obligations under this Promissory Note without the prior written consent of the Lender.

§ 11. Governing Law

This Promissory Note shall be governed by and construed in accordance with the laws of the Province of ________ and the laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of ________ in respect of all matters arising out of this Promissory Note.

§ 12. Successors and Assigns

This Promissory Note shall enure to the benefit of and be binding upon the respective successors, assigns, heirs, executors, administrators, and legal personal representatives of the Parties.

§ 13. Entire Agreement

This Promissory Note constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating thereto.

IN WITNESS WHEREOF the Borrower has duly executed this Promissory Note as of the date first written above.

BORROWER

Name: ________

Signature: _________________________

Date: ________

WITNESS

Name: ________

Address: ________

Signature: _________________________

Date: ________