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- 2 EX-2
- 3 EX-3.I
- 3 EX-3.II
- 3.2 EX-3.2.I
- 3.2 EX-3.2.II
- 3.2 EX-3.2.III
- 10.1 EX-10.1
- 10.2 EX-10.2
- 10.3 EX-10.3
- 10.4 EX-10.4
- 10.5 EX-10.5
- 10.6 EX-10.6
- 10.7 EX-10.7
- 10.8 EX-10.8
- 10.9 EX-10.9
- 10.10 EX-10.10
- 10.11 EX-10.11
- 10.12 EX-10.12
- 10.13 EX-10.13
- 10.14 EX-10.14
- 10.15 EX-10.15
- 10.16 EX-10.16
- 10.17 EX-10.17
- 10.18 EX-10.18
- 10.19 EX-10.19
- 10.20 EX-10.20
- 10.21 EX-10.21
- 10.22 EX-10.22
- 10.23 EX-10.23
- 10.24 EX-10.24
- 10.25 EX-10.25
- 10.26 EX-10.26
- 10.27 EX-10.27
- 10.28 EX-10.28
- 10.29 EX-10.29
- 10.30 EX-10.30
- 10.31 EX-10.31
- 10.32 EX-10.32
- 10.33 EX-10.33
- 10.36 EX-10.36
- 10.37 EX-10.37
- 10.38 EX-10.38
- 10.39 EX-10.39
- 10.40 EX-10.40
- 10.41 EX-10.41
- 10.42 EX-10.42
- 10.43 EX-10.43
- 10.44 EX-10.44
- 10.45 EX-10.45
- 10.46 EX-10.46
- 10.47 EX-10.47
- 14 EX-14
- 16.1 EX-16.1
- 23.1 EX-23.1
- 23.2 EX-23.2
- 99.1 EX-99.1
- 99.2 EX-99.2
- 99.3 EX-99.3
- 99.4 EX-99.4
- 99.5 EX-99.5
NON-NEGOTIABLEPROMISSORYNOTE |
Amendments. No amendments or modifications of this Note shall be deemed effective unless in writing and signed by the Lender.
Applicable Law, Successors and Assigns. This Promissory Note shall be binding upon Borrower, its legal representatives, successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York. In the event any provision of this Promissory Note shall be deemed unenforceable, the remaining provisions shall remain in full force and effect.
Submission to Jurisdiction. Any action or proceeding with respect to this Promissory Note may be brought in the Courts of the State of New York or the United States District Courts for the Eastern Districts of New York, and Lender hereby accepts generally and unconditionally, the jurisdiction of such courts. Borrower hereby irrevocably waives with respect to such action or proceeding (x) trial by jury; (y) any objection, including, without limitation any objection with respect to venue orforum ~conveniens which it may now or hereafter have to the bringing of such action or proceeding, and (z) the right to interpose any setoff, non-compulsory counterclaim or cross-claim.
Service of Process. Borrower hereby irrevocably consents to the service of process in any action or proceeding by the mailing by certified mail, return receipt requested, postage prepaid, to the Borrower at the addressCOMPLIANCE provided for herein. Nothing herein shallS' affect the right of Lender to serve process in any other matter permitted by applicable law.
By: | ||
Name: | J3ai~As'1.Brookstein | |
Title: | Chief Financial Officer |
The following wholly-owned subsidiaries of Compliance Systems Corporation hereby guaranty payment of all obligations due under this Promissory Note:
NON-NEGOTIABLEPROMISSORYNOTE
NY432481.2 66666633333 08/23/2005 mr |
CALL COMPLIANCE, |
By: | (?>~.i | |||
Name: BarI~( Brookstein | ||||
Title: | Chief Financial Officer |
CALL COMPLIANCE. COb&~*Il~. |
(Q~\) | ||
By: | ||
Name: | Bari%~VBrookstein | |
Title: | Chief ~Piiiancial Officer |
2