Attached files
| file | filename |
|---|---|
| 8-K - Clearpoint Business Resources, Inc | v170543_8k.htm |
| EX-10.1 - Clearpoint Business Resources, Inc | v170543_ex10-1.htm |
JUDGMENT
NOTE
$195,329.55
Chalfont,
Pennsylvania
December
23, 2009
FOR VALUE RECEIVED, CLEARPOINT
BUSINESS RESOURCES, INC. (herein after referred to as “Maker”), a
corporation with an address at 1600 Manor Drive, Chalfont, Pennsylvania 18914,
promises to pay to the order of AICCO, INC. (hereinafter
referred to as “Payee”), a corporation with an address at 101 Hudson Street,
33rd
Floor, Jersey City, New Jersey 07302, at such address of Payee, or such other
address as Payee may designate from time to time in writing, the principal sum
of One Hundred Ninety-Five Thousand, Three Hundred Twenty-Nine Dollars and
Fifty-Five Cents ($195,329.55) lawful money of the United States of America
payable as hereinafter provided. The payment of this amount shall be
governed by the terms of the Settlement Agreement, attached hereto (“Settlement
Agreement”).
1. Modifications. No
waiver or modification of the terms of this Note shall be valid unless in
writing, signed by Maker and Payee. Any modification shall be valid
only to the extent set forth in the writing.
2. Waiver of Trial by
Jury. Each party, including the Maker and any endorser,
surety, accommodation party, or guarantor, waives all right to trial by jury in
any action or proceeding instituted in respect to this Note.
3. Notices. All
notices, statements and requests to, and demands made upon, a party in
accordance with the provisions of this Note shall be in writing and shall be
deemed to have been given or made when presented for delivery, by United States
certified mail, return receipt requested, with postage prepaid, or by Federal
Express or other recognized same-day or overnight delivery service, or
hand-delivered by messenger, addressed to the party to receive the notice at the
address stated in the introductory paragraph of this Note or to such other
address as any party hereto shall from time to time direct by written notice
given in like manner.
4. Captions; Governing
Law. The captions or headings of the paragraphs in this Note
are for convenience only and shall not control or affect the meaning or
construction of any of the terms or provisions of this Note. This
Note shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
5. Remedies. Upon
the occurrence of any Event of Default, the entire unpaid principal sum
hereunder plus all interest accrued thereon together with all other sums due and
payable to Payee under the Note, at the option of Payee, shall become due and
payable immediately without presentment, demand, notice of nonpayment, protest,
notice of protest or other notice of dishonor, all of which are hereby expressly
waived by Maker, except as otherwise provided in this Note. Upon the
occurrence of any Event of Default, Payee shall have the option to confess
judgment against Maker, and execute immediately upon said judgment.
6. CONFESSION
OF JUDGMENT.
THE FOLLOWING PARAGRAPH SETS FORTH A
WARRANT OF MAKER FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST MAKER IN GRANTING
THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT, MAKER HEREBY KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY, AND, ON THE ADVICE OF COUNSEL UNCONDITIONALLY
WAIVES ANY AND ALL RIGHTS MAKER HAS OR MAY HAVE TO PRIOR NOTICE AND AN
OPPORTUNITY FOR HEARING PRIOR TO ENTRY OF JUDGMENT AND THE LEVY OR ATTACHMENT OF
ANY EXECUTION ISSUED ON SUCH JUDGMENT AS PROVIDED UNDER THE CONSTITUTIONS AND
LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF
PENNSYLVANIA.
UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT, MAKER HEREBY EMPOWERS THE PROTHONOTARY OR CLERK OF COURTS OR ANY
ATTORNEY OF ANY COURT OF RECORD WITHIN THE COMMONWEALTH OF PENNSYLVANIA OR
ELSEWHERE TO APPEAR FOR PAYEE AND CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS,
AGAINST MAKER IN FAVOR OF PAYEE FOR THE THEN UNPAID PRINCIPAL BALANCE OF THIS
NOTE, TOGETHER WITH ACCRUED INTEREST THEREON, ACCRUED LATE CHARGES (IF ANY),
COSTS OF SUIT, AND REASONABLE ATTORNEYS’ FEES AS SET FORTH IN THE SETTLEMENT
AGREEMENT. ONE OR MORE EXECUTIONS MAY ISSUE FORTHWITH UPON SUCH
JUDGMENT OR JUDGMENTS. MAKER HEREBY WAIVES AND RELEASES ALL
PROCEDURAL ERRORS IN SAID PROCEEDINGS, WAIVES STAY OF EXECUTION, AND WAIVES ALL
EXEMPTIONS FROM EXECUTION AND SALE NOW OR HEREAFTER PROVIDED BY
LAW. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS A JUDGMENT
OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THIS POWER, WHETHER OR NOT
ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE VALID, VOIDABLE, OR VOID; BUT
THIS POWER SHALL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME AS
OFTEN AS PAYEE SHALL ELECT UNTIL SUCH TIME AS PAYEE SHALL HAVE RECEIVED PAYMENT
IN FULL OF THIS NOTE, INCLUDING PRINCIPAL, INTEREST, LATE CHARGES, COSTS OF
SUIT, AND ATTORNEY’S FEES, PAYEE HEREBY WAIVES AND RELEASES ALL BENEFITS THAT
MIGHT ACCRUE TO PAYEE BY VIRTUE OF ANY PRESENT OR FUTURE LAWS EXEMPTING THE SAID
PROPERTY OR ANY OTHER PROPERTY, REAL OR PERSONAL, OR ANY PART OF THE PROCEEDS
ARISING FROM ANY SALE OF ANY SUCH PROPERTY, FROM ATTACHMENT, LEVY OR SALE UNDER
EXECUTION, EXEMPTION FROM CIVIL PROCESS OR EXTENSION OF TIME FOR PAYMENT, AS
WELL AS THE RIGHT OF INQUISITION ON ANY REAL ESTATE THAT MAY BE LEVIED UPON
UNDER A JUDGMENT OBTAINED BY VIRTUE HEREOF; AND THEY VOLUNTARILY CONDEMN THE
SAME. MOREOVER, MAKER WAIVES PRESENTMENT FOR PAYMENT OF PRINCIPAL,
DEMAND, NOTICE OF NON-PAYMENT, PROTEST, AND NOTICE OF PROTEST
HEREUNDER.
2
IN
WITNESS WHEREOF and intending to be legally bound hereby, Maker has executed
this Note the day and year first above written.
| WITNESS: | MAKER: | |||
|
/s/
Deegan Fardon
|
J.
Phillips
|
|||
|
|
CLEARPOINT
BUSINESS RESOURCES, INC.
|
|||
|
|
By: /s/ John G.
Phillips
|
| COMMONWEALTH OF PENNSYLVANIA | ) | ||
| ) | ss.: | ||
| COUNTY OF BUCKS | ) |
On this,
the 23rd day of
December, 2009, before me, the undersigned officer, personally appeared JACK
PHILLIPS, known to me (or satisfactorily proved) to be the person whose name is
subscribed to the within instrument, and acknowledged that he/she executed the
same for the purpose therein contained.
IN
WITNESS WHEREOF, I have hereunto set my hand and official seal.
|
|
By:
|
/s/ Deegan Fardon | |
| NOTARY PUBLIC |