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Promissory Note Sale Agreement Template for United States

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Key Requirements PROMPT example:

Promissory Note Sale Agreement

"I need a Promissory Note Sale Agreement to sell a secured real estate note with an outstanding balance of $500,000 to an institutional investor, with closing planned for March 15, 2025, and the seller to continue servicing the note post-sale."

What is a Promissory Note Sale Agreement?

The Promissory Note Sale Agreement is essential when transferring debt instruments in the United States. It's commonly used when investors, financial institutions, or businesses want to sell or acquire existing promissory notes. The agreement ensures proper documentation of the transfer, compliance with UCC requirements, and protection of both parties' interests. It typically includes details about the underlying note, purchase price, payment terms, and any applicable warranties or representations. This document is particularly important in secondary market transactions and debt portfolio sales.

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

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

2. Background: Details of the original promissory note and context of the sale

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including purchase price and payment mechanics

5. Representations and Warranties: Seller's and purchaser's statements about the note and their authority

6. Closing Conditions: Requirements to be met before the sale is completed

7. General Provisions: Standard boilerplate including governing law, notices, and amendments

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

1. Security Interests: Additional provisions when the note is secured by collateral, including details of the security arrangement and related rights

2. Servicing Arrangements: Terms for ongoing administration of the note when seller will continue to service the note post-sale

3. Regulatory Compliance: Specific regulatory requirements and compliance measures for transactions involving regulated activities or entities

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

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

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

3. Schedule C - Security Documents: Copies of security agreements and related documents if the note is secured

4. Schedule D - Due Diligence Documents: Key documents reviewed in the transaction including payment history and credit information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Act of 1933: Federal law that regulates the offer and sale of securities, requiring registration of securities offerings and providing anti-fraud provisions. Relevant if the promissory note could be classified as a security.

Securities Exchange Act of 1934: Federal law governing secondary trading of securities and establishing the SEC. Important for ongoing compliance if the note is considered a security.

UCC Article 3: Uniform Commercial Code Article governing negotiable instruments, including promissory notes, covering creation, transfer, and enforcement rights.

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

Truth in Lending Act: Federal law requiring disclosure of credit terms and costs to consumers, applicable if the note involves consumer credit.

Dodd-Frank Act: Comprehensive financial reform legislation affecting financial instruments and consumer protection, particularly relevant for institutional transactions.

Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities within each state's jurisdiction.

State Usury Laws: State-specific laws limiting maximum interest rates and defining usurious practices.

Holder in Due Course Doctrine: Legal principle protecting good faith purchasers of negotiable instruments, allowing them to take free of certain defenses.

CFPB Regulations: Consumer Financial Protection Bureau regulations protecting consumers in financial transactions, relevant if the note involves consumer debt.

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

Federal Reserve Regulations: Banking regulations that may affect the transfer, sale, or securitization of promissory notes.

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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