Preview
FILED: DUTCHESS COUNTY CLERK 04/21/2021 11:25 AM INDEX NO. 2021-51452
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/21/2021
EXHIBIT “A”
FILED: DUTCHESS COUNTY CLERK 04/21/2021 11:25 AM INDEX NO. 2021-51452
NYSCEF DOC. NO.. a.
2 a o moon m r vm mu rv RECEIVED
NO. 613 / NYSCEF:
P. 2 04/21/2021
PROMISSORY NOTE
$35,000.00 December 22, 2015
For value received, BARBARA GIORDANO-LEONAGGEO, ROGER
JACK GIORDANO AND JOSEPHINE GIORDAN0, each an individual
LEONAGGEO,
having an add-ss at 150 Homan Road, Stanfordville, New York 12581 (collectively "M__g]gg"),
does promise to to RICHARD VON DER LIETH, an individual having an address
hereby pay
at 38 White School House Road, New York 12572 ("Payee"), on the Maturity Date
Rhinebeck,
(defmed or when sooner due as herein provided, at such address as Payee may direct
hereinafter)
in a writing delivered to Maker, the principal sum of Thirty-Five Thousand Dollars and No Cents
or such lesser unpaid principal amount as shall be outstanding hereunder, as
(S35,000.00)
reflected on the books and records of Payee, together with interest on the unpaid balance of
principal, any other interest,mortgage tax, recording fees,and certain legal fees due to Garfunkel
Wild, P.C. and other amounts outstanding hereunder at a fixed rate per annum of seven
any
percent (7%), payable as herein provided (this "Promissory Note").
On the Maturity Date, allprincipal, interest and other amounts due hereunder but not yet
paid shall become immediately due and payable by Maker. Amounts received by Payee pursuant
to this Note are to be applied first to Payee's fees and expenses ineuned in
Promissory
connection herewith and, second, to accrued and unpaid interest due h=-.mder and the balance
to the payment of the principal sum outstanding hereunder.
THIS PROMISSORY NOTE IS SECURED BY, AND ENTITLED TO THE BENBFITS
OF, THAT CERTAIN MORTOAGE, DATED AS OF THE DATE HEREOP (THE
"lvfORTGAGE"), BETWEEN MAKER AND PAYEE.
Maker may prepay allor any portion of this Premissory Note at any time and from time
to time without penalty or premium,
Notwithstanding the foregoing, the entire principal amount of thisPromissory Note, plus
any other mts due hereunder, shall (automatically, as to any Default pursuant to the
following clauses (iv), (v) and (vi),and otherwise at Payee's option) become immediately due
and payable upon any of the following events (each of the following, a "Dafugit"): (1)a failure
by Maker to pay any amount due to Payee hereunder when due, which amount remains unpaid
for a period of ten (10) days after the date such amount was due; (fi)any representation or
warranty made by Maker to Payee shall have been false or misleading in any material respect
when made; (iii)Maker shall have breached any term, agreement or covenant contained in this
Promissory Note, which breach remains uncured for a period of thhty (30) days from the date
upon which written notice thereof shall be given to Maker by Payee; (iv) ifMaker shall (a) apply
for,consent to or acquiesce in the appointrnent of a receiver, trustee or Ugaitt= of itor of all or
a substantial part of its assets,or any interestin any part thereof, (the term acquiesce includes but
isnot limited to, the failureto filea petition or motion to vacate or discharge any order,judgment
or decree providing for such appointment within ten (10) days aner the appointment), (b) file a
voluntary petition in bankmptcy, or admit in writing its inabilky to pay itsdebts as they come
due, (c) make a general assignment for the benefit of oreditors, (d) generally not be paying its
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NYSCEF DOC. NO. 2 .mm un un t Lw1L D FC RECEIVED
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debts as they become due, (e) file a petition or an answer seeking reorganization, arrangement,
compositica, readjustment, liquidauna, dissolution, or similar relief for itselfunder the present or
any future federal bankruptcy act or any other statute or law relative to banhuptcy, insolvency,
or other relieffor debtors, or (f) filean answer admitdng the material allegations of, or consent
to, or default in answering, a petition filed against it in any banlauptcy, reorganization or
insolvency proceeding; (vi) if an order shall be entered by a court of competent jurisdiction
adjudicating Maker a bankmpt which order shall continue unstayed and in effect for any period
of forth-five (45) ansccative days, unless such order is unappealable; or (vii) if an order,
judg=nt or decree shall be entered by any court of competent jurisdiction, adjudicating Maker
or any partner therein insolvent, approving a petition seeking reorganization or arrangement of
Maker or any partner therein or appointing a receiver, trustee or liquidator of itor for any partner
therein or appointing a receiver, trustee or liquidator of it orfor any partner therein or of all or a
substantial part of itsor theirassets, and such order, judgment or de cree ahall continue unstayed
and ineffect for any period of forty-five (45) consecutive days,
Notwithstanding anything herein to the contrary, upon any Defknit, Maker will pay, from
the date of such Defani interest on the unpaid balance of principal, interest and any other
. amounts outstanding hereunder at a rate (the "Default Rate") equal to the applicable interest rate
per annum hereunder plus twelve (12%), or at the maximum interest rate which Maker may by
law pay, whichever islower. Maker shall pay allexpenses (including reasonable attomey's fees)
incuned by Payee in nonnection with the enforcement of this Promissory Note.
A waiver by Payee of any breach of any of the terms or conditions of this Promissory
Note must be in writing and shall not in any way affect, limit or waive Payee's rights at any time
to enforce strictcompliance thereafter with every other term or condition of this Promissory
Note, or to exercise its rights upon any subsequent breach of such term or condition of this
Promissory Note. All remedies under this Promissory Note shall be cunn!dive and not
alternative.
All notices, requests, demands and other commsications to be given under this
Promissory Note shall be in writing and deemed given when delivered in person or by overnight
courier, or three (3) days after dispatch by certified mail, postage prepaid, return receipt
requested, to the party to whom the sarne is so given or made, at the addresses set forth above, or
at such other address as any party may specify by notice tothe other party given as afbresaid.
If and to the extent that any court of competent jurisdictica holds any provision (or any
part thereof) of this Promissory Note to be invalid or anenforceable, such holding shall in no way
affect the validity of the remainder ofthis Promissory Note.
At no time shall Maker be obligated or required to pay interest on the balance due
hereunder at a rate which could subject Payee to either civil or oriminal liability as a result of
being in excess of the maximum interest rate which Maker is permitted by applicable law to
contract or agree to pay. If by the terms of this P=missory Note, Maker is atany time required
or obligated to pay interest on the principal balance due hereunder at a rate in excess Of such
maximum rate,the interest rate accruing hereunder shall be deemed to be immediately reduced
to such maximum rate and all previous payments which were, when made, in excess of the
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FILED: DUTCHESS COUNTY CLERK 04/21/2021 11:25 AM INDEX NO. 2021-51452
NYSCEF DOC. NO. 2 m m um un t w 1t o FU RECEIVED
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maximum rate shall be deemed to have been payments in reduction of principal and not on
account of the interest due hercunder,
Maker hereby waives diligence, presentment, demand, protest and notice of any kind,
except as specifically provided herein, No release of any security for the debt evidenced this
by
Promissory Note or extension of time for payment of this Promissory Note or any installment
hereof, and no alteration,amendmant or waiver of any provision of this Pr=Jssery Note or any
other agreement or instrument relating hereto shall release, modify, amend, waive, extend,
change, discharge, terminate or affect the liabilityof Maker and any other person or entity who
may become liable for the payment of all or any part of the debt evidenced by this Promissory
Note.
This Pmmissory Note shall be binding upon the Maker's successors and assigns and shall
inute to the benefit of the heira, executors, successors and assigns of the Payee. No assignment
of this Promissory Note by the Maker shall relieve the Maker from primary liability for its
obligations hereunder.
Maker hereby represents and warrants that Maker has full power, authority and legal right
to execute and deliver this Promissory Note, and this Promissory Note shall constitute the valid
and binding obligation of Maker, enforceable in accordance with itsterms.
This Promissory Note shall be govemed by the laws of the State of New York wthout
giving effect to principles of conflicts of law. The Maker hereby consents to the jurisdiction of
the courts of the State of New York in Dutchess County in the event of judicial proceedings
involving this Promissory Note.
MAKER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM, WHBTHER IN CONTRACT, TORT OR OTHERWISB RELATING
DIRECTLY OR INDIRECTLY TO THE DEBT EVIDENCED BY THIS PROMISSORY
NOTE, THE AGREEMENTS AND INSTRUMBNTS SECURING THIS PROMISSORY
NOTE OR ANY ACTS OR OMISSIONS OF PAYEE OR MAKER, AS APPLICABLE, OR
THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN
CONNECTION THEREWITH.
Maker has been advised and ishereby advised that Maker has theright to and that Maker
should consult with counsel of their choosing before entering into thisPromissory Note. Maker,
by signing thisPromissory Note represents that Maker has eitherdone so or elected not to do so.
Date"
As used herein, "Maturity shall mean December 22, 2016 or the sooner date (if
any) that the Payee declares a Default and accelerates the indebtedness hereunder.
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FILED: DUTCHESS COUNTY CLERK 04/21/2021 11:25 AM INDEX NO. 2021-51452
NYSCEF DOC. NO. 2 .., .mm unar uut witU RECEIVED NYSCEF: 04/21/2021
FU
NO 6137 P. 5
Executed as of the day and year firstabove written.
By Maker
ara is eonagges
Leonagg o
tordano
_Â-.-Lh 1520
e Giordano
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NYSCEF DOC.. -..
NO.... 2- o n on ow uritL WIL D N RECEIVED
NO. 6 I3 7
NYSCEF:
P. 6
04/21/2021
STATE OF NEW YORK )
)ss.:
COUNTY OF DUTCHESS )
On this day of Dacember, 2015 before me, the undersigned, a notary public in and
for said atate,personally appeared BARBARA GIORDANO-LEONAGGEO personally known
to me or proved to me on the basis of adefectory evidence to be the individual whose name is
. subscribed to the within instrument and acknowledged to me thathe/she executed the same In
his/her capacity, and that by his/her sig-22.:e on the instrurnent, the liidivitual, or the person
upon behalf of which the individual acted, executed the ins : ,
Notary Public
JON GAUTIER
Nofary State of New York
Public,
No. 02GA6185282
Qualified
in DutchessCounty
My Commission Expires April
14, 2016
STATE OF NEW YORK )
)ss.:
COUNTY OF DUTCHBSS )
On this day of December, 2015 before me, the undersigned, anotary public in and
for said state,parso*.e!!y appeared ROGER LEONAGGEO personally known to me or proved to
me on the basis of satisfactory evidence to be the indi-'±‡.:1whose name is subscribed to the
within instranent and acknowladged to me that he/she executed the same in his/her capacity, and
that by his/her signature on the instrument, the individual, or the erson upon behalf ofwhich the
individual acted, executed the instrument.
STATE OF NEW YORK )
)ss.; GAUTIER
Notary State of New York
Public,
COUNTY 0F DUTCHBSS ) No. 02GA6185282
in Dutchess
Qualified County
My Commission Expires April
14, 2016
On this .2& day of December, 2015 before me, the undersigned, a notary public in and
for said state,personally appeared JACK GIORDANo nally-ktrgswito me or proved to me
on the basis of satisfactory evidence to be the nal whose name issubscribed to the within
instrument and acknowled e he/she executed the same in his/her capacity, and that
by his/her at n the instrument, the individemi, or the rson upon behalf of which the
indivi acted, executed the instmment.
JON GAUTIER
Notary Pubile, State of
New York
No. 02GAB185282
Qua#Iiedin Dutchess
My Commission Gounty
Expires April
14, 2018
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NYSCEF DOC. NO. a,2 t vu nmm unn r v at
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STATE OF NEW YORK )
)ss.:
COUNTY OF DUTCHESS )
On thisliday of December, 2015 before me, the undersi d, a notary public in and
for said state,pêrsonally appeared JOSEPHINE GIORD onally known to me or proved
to me on the basis of satisfactory evide e mdividual whose name is subscribed to the
within instr mant and ackn to me that he/she executed the same in his/her capacity, and
thatby his/her s on the ineument, the individual, or the pers pon behalf ofwhich the
indivi , executed the instrument,
otadPublic
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