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1930 Village Center Circle #3-922,
Las Vegas, Nevada 89134
20__
Recitals
WHEREAS, RAM Universal, LLC, a Nevada limited liability company (“Borrower”), owns or intends to purchase certain residential real property located at
, Clark County, Nevada (the “House”);
WHEREAS, Mr./Mrs. , holder of ,
Passport/Identification Number (“Lender”) desires to invest
Euros
( Euros) (the “Investment”) with Borrower towards the purchase and maintenance of the House; and
WHEREAS, the validity of this Promissory Note, even once signed and dated by both parties, is conditioned upon the Lender paying the Investment to Borrower and the physical attachment to this Note of a bank transfer confirmation or like acknowledgement of receipt (the “Receipt”) of the payment of the Investment to Borrower. In the event the Investment is never paid, as evidenced by an attached Receipt, this Note shall be of no force and effect and neither party shall bear any further obligation to the other.
Agreement
NOW, THEREFORE, FOR VALUE TO BE RECEIVED, at the times and in the manner hereinafter stated, Borrower, with a notice address of 1930 Village Center Circle #3-922,
Las Vegas, Nevada 89134, hereby promises to pay to the order of Lender, with a notice address
of
, or at such place as Lender may from time to time designate in writing, in legal tender of the United States of America, the sum as calculated below, pursuant to the terms and provisions set forth herein. The “Effective Date” of this Promissory Note (“Note”) is the date mentioned on the Bank transfer receipt or a cash payment receipt attached herewith.
Payment to Lender.
As full and complete repayment of the amounts paid by Lender to Borrower, Borrower agrees to pay the following amounts to Lender at the time periods set forth below:
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Borrower shall pay to Lender, on or before May 15 of each year from the Effective Date until the House is sold (or, should May 15 fall on a weekend or holiday, the next immediately following business day), ................................. percent ( %) of all amounts received by Borrower as rent from tenants of the House, minus ..................................... percent ( %) of all expenses incurred by Borrower associated with maintaining, repairing, buying, selling and leasing the House, including, but without limitation, transfer taxes (if any); property taxes; income taxes; repair and maintenance to the interior, exterior and any garden, lawn or driveway adjacent to (or for the use of) the House; amounts incurred to collect rent owed from tenants; appraisal costs (if any); and any amounts paid to a real estate agent or other professional in association with buying, leasing or selling the House; and
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Within thirty (30) calendar days of the close of escrow on the sale of the House to an independent third-party buyer, ............................................. percent ( %) of the sales price of the House, minus ............................................... percent ( %) of all expenses incurred by Borrower associated with maintaining, repairing, buying, selling or leasing the House not already deducted from amounts otherwise owed to Lender pursuant to Section 1(a), above, including, but without limitation, transfer taxes (if any); property taxes; income taxes; repair and maintenance to the interior, exterior and any garden, lawn or driveway adjacent to (or for the use of) the House; amounts incurred to collect rent owed from tenants; appraisal costs (if any); and any amounts paid to a real estate agent or other professional in association with buying, leasing or selling the House.
Acknowledgment of Lender.
Lender hereby acknowledges that Borrower cannot guarantee that the House will be consistently rented by tenants, that those tenants will consistently pay the rent to which Borrower will be owed, or that the value of the House will not decrease. As such, Lender acknowledges that the total amount payable by Borrower to Lender pursuant to this Note may be less than the Investment, and, in such event, the payment by Borrower of all amounts due and owing to Lender pursuant to this Note shall constitute the full satisfaction by Borrower of any obligations whatsoever with respect to the Investment. Lender further acknowledges that the making of the Investment in Borrower in no way renders Lender a member or owner of Borrower.
Events of Default.
The following shall be events of default under this Note (“Event(s) of Default”):
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Borrower’s failure to pay any amount due hereunder as and when the same are due and payable;
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If Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency, or other similar debtor relief law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment or taking possession by any such official in any involuntary case or other proceeding commenced against Borrower;
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If an involuntary case or other proceeding shall be commenced against Borrower seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency or other similar debtor relief law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or
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If Borrower shall make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due.
Rights of Lender on Event of Default.
Upon the occurrence of any Event of Default under this Note, Lender shall be entitled to exercise any right or remedy permitted by equity or law.
Loss, Theft, Destruction or Mutilation of Note.
In the event of the loss, theft or destruction of this Note, upon Borrower's receipt of a reasonably satisfactory indemnification agreement executed in favor of Borrower by the party who held this Note immediately prior to its loss, theft, or destruction, or in the event of the mutilation of this Note, upon Lender's surrender to Borrower of the mutilated Note, Borrower shall execute and deliver to such party or Lender, as the case may be, a new promissory note in form and content identical to this Note in lieu of the lost, stolen, destroyed, or mutilated Note.
Notices.
All notices, consents, approvals or other instruments required or permitted to be given by either party pursuant to this Note shall be in writing and given by (i) hand delivery, (ii) facsimile, (iii) express overnight delivery service, or (iv) certified or registered mail, return receipt requested, and shall be deemed to have been delivered upon (a) receipt, if hand delivered, (b) transmission, if delivered by facsimile (and if a copy of such notice is also mailed by certified or registered mail, return receipt requested, and deposited with the U.S. Postal Service no later than the first business day after the notice was transmitted by facsimile), (c) the next business day following the date of deposit with the delivery service, if delivered by express overnight delivery service, or (d) the third (3rd) business day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested. Notices shall be provided to the parties and addresses (or facsimile numbers, as applicable) specified in the initial paragraph above.
Legal Proceedings.
This Note shall be governed by and construed exclusively in accordance with the laws of the State of Nevada, applicable to a contract executed and performed exclusively in such state, without giving effect to the conflict of laws principles thereof. Lender and Borrower irrevocably consent that any legal action or proceeding with respect to this Note shall be brought exclusively in any state or federal court in Clark County, Nevada, and, by the execution and delivery of this Note, Lender and Borrower hereby accept, with regard to any such action or proceeding, the jurisdiction of the aforesaid courts.
Amendments.
Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated orally and may only be modified or amended by an instrument in writing, signed by both Lender and Borrower.
Binding Effect.
This Note shall be binding, jointly and severally, upon Borrower and the successors and assigns of Borrower. This Note shall inure to the benefit of Lender and Lender’s successors and assigns, and, without limiting the generality of the foregoing, shall pass to the benefit of Lender’s heirs in the event of Lender’s death.
Assignment.
The rights and obligations set forth in this Note may be assigned by either party upon the written consent of the other party, which consent shall not be unreasonably denied.
Severability.
It is agreed and understood that should any of the provisions of this Note be determined by any court of competent jurisdiction to be invalid or void for any reason, that determination will not affect the other terms of this Note which are fully severable and will continue to be binding upon the Borrower. If, for example, one word in a section herein would be invalid or void or would otherwise make a sentence or paragraph void, only that word or term shall be deemed stricken from this Note.
Interpretation.
Whenever the context shall require, the plural shall include the singular, the whole shall include any part thereof, and any gender shall include both other genders. The paragraph and section headings contained in this Note are for purposes of reference only and shall not limit, expand or otherwise affect the construction of any provisions hereof.
Attorney Fees.
If a party commences or is made a party to a lawsuit or other legal proceeding to enforce or interpret this Note, the prevailing party shall be entitled to recover from the other party all attorney fees, costs and expenses (whether otherwise taxable or recoverable) incurred in connection with such lawsuit or other legal proceeding.
Waiver; Remedies.
Any term or condition of this Note may be waived at any time by either party, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by Lender of any term or condition of this Note, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Note on any future occasion.
IN WITNESS WHEREOF, the Borrower has executed this Note as of the Effective Date.
Certified by
Seal and Stamp of U.S. Consulate |
Borrower
RAM Universal, LLC
1930 Village Center Circle #3-922,
Las Vegas, Nevada 89134
a Nevada Limited Liability Company
By Jimmy Irani
Its Manager
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Signature / Date |
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