Promissory Note Purchase And Sale Agreement for the United States

Promissory Note Purchase And Sale Agreement Template for United States

A Promissory Note Purchase and Sale Agreement is a legal document used in the United States that formalizes the transfer of a promissory note from a seller to a purchaser. It outlines the terms and conditions of the sale, including purchase price, representations and warranties, and closing conditions. The agreement is governed by federal securities laws, state-specific regulations, and the Uniform Commercial Code, particularly Articles 3 and 9.

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What is a Promissory Note Purchase And Sale Agreement?

The Promissory Note Purchase And Sale Agreement is essential when transferring debt instruments in the United States. It's commonly used in scenarios where existing promissory notes need to be sold or transferred, whether in single transactions or portfolio sales. The agreement ensures compliance with federal securities laws, state regulations, and the UCC, while protecting both parties' interests through detailed representations, warranties, and closing conditions. It's particularly important in secondary market transactions and debt restructuring situations.

What sections should be included in a Promissory Note Purchase And Sale Agreement?

1. Parties: Identifies the seller and purchaser of the promissory note

2. Background: Describes the existing promissory note and parties' intention to transfer it

3. Definitions: Key terms used throughout the agreement including definitions of Note, Purchase Price, Closing Date

4. Purchase and Sale: Core transaction terms including purchase price, payment method, and transfer of rights

5. Representations and Warranties: Seller's and purchaser's statements about their authority, note's status, and enforceability

6. Closing: Conditions and mechanics of closing the transaction, including deliverables

7. Governing Law: Specification of applicable law and jurisdiction

What sections are optional to include in a Promissory Note Purchase And Sale Agreement?

1. Security Interest: Details of any security interest if the note is secured by collateral

2. Servicing Arrangements: Terms for ongoing servicing of the note by third parties

3. Registration Rights: Rights and obligations regarding registration if the note qualifies as a security

4. Transfer Restrictions: Any limitations on further transfer or assignment of the note

What schedules should be included in a Promissory Note Purchase And Sale Agreement?

1. Schedule A - Original Promissory Note: Copy of the original promissory note being sold

2. Schedule B - Payment Schedule: Detailed schedule of payments under the note

3. Schedule C - Due Diligence Documents: List of documents reviewed in connection with the sale

4. Exhibit A - Form of Assignment: Form of assignment document to transfer the note

5. Exhibit B - Transfer Instructions: Detailed instructions for executing the transfer of the note

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Industries

Securities Act of 1933: Federal law that requires registration of securities offerings and provides for disclosure requirements, particularly relevant if the promissory note could be classified as a security

Securities Exchange Act of 1934: Federal law governing secondary trading of securities, including regulatory framework for securities exchanges and broker-dealers

Dodd-Frank Act: Comprehensive financial reform legislation affecting financial institutions and their handling of various financial instruments including certain types of notes

UCC Article 3: Uniform Commercial Code Article governing negotiable instruments, including promissory notes, their transfer, and enforcement

UCC Article 9: Uniform Commercial Code Article covering secured transactions, relevant if the note is secured by collateral

Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities at the state level

State Commercial Codes: State-specific variations and implementations of the Uniform Commercial Code

State Usury Laws: State-specific laws governing maximum permissible interest rates and related terms

State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies

SEC Regulations: Federal regulatory framework for securities, including rules for registration, disclosure, and trading

FINRA Regulations: Rules governing broker-dealers and securities firms involved in note transactions

Truth in Lending Act: Federal law requiring disclosure of credit terms and protecting consumers in credit transactions

Fair Credit Reporting Act: Federal law regulating the collection and use of consumer credit information

Anti-Money Laundering Regulations: Federal requirements for preventing and detecting money laundering in financial transactions

PATRIOT Act Requirements: Federal law including provisions for customer identification and verification in financial transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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