This Guaranty Agreement, hereinafter referred to as the "Guaranty"
is made effective as of by and between the following parties:
__________(the "Guarantor") having a primary address as follows:
________; and ___________(the "Debtor") having a primary address as follows:
"Creditor") having a primary address as follows:
Guaranty is being made by the Guarantor to the Creditor for the
benefit of the Debtor.
Guarantees. In consideration of the Creditor's extension of credit
to the Debtor and the promises and covenants contained herein, as
well as other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged), the Guarantor
guarantees, in a limited capacity, the certain and prompt payment
of all monies owing to the Creditor from the Debtor, whether such
payments currently exist or will be incurred in the future (as
this Guaranty is specifically agreed to be a continuing Guaranty
between the parties, subject to the duration specification
described elsewhere in this agreement), whether such debt is
voluntary or involuntary and however such debt may arise, under
the terms and conditions herein. The Guarantor further
acknowledges that the Creditor will be relying on this Guaranty
for the purposes of extending credit to the Debtor. This Guaranty
is made for the benefit of Creditor.
Obligations and Limitation. The amount guaranteed by the Guarantor
is limited to the following:
Such amount shall be exclusive of any fees, costs, or expenses
which the Creditor may incur to collect on the guaranteed amount.
Duration. This is a continuing Guarantee which may not be revoked
by the Guarantor. The Guaranty shall continue until all
obligations are paid back to the Creditor.
No Merger or Waiver. No merger or consolidation of the Venture
with or into any other corporation or entity and no sale, lease or
other transfer of all or substantially all of the assets of the
Venture to any other corporation or entity shall release Guarantor
from any of its obligations hereunder.
Successors and Assigns. This Guarantee Agreement and the rights
and obligations hereunder shall be binding upon and inure to the
benefit of the successors and assigns of the parties.
Severability. If any provision of this Guarantee Agreement is held
by a court of competent jurisdiction to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
Governing Law. This Guarantee Agreement shall be construed and
enforced in accordance with the laws of the State of
Counterparts. This Guarantee Agreement may be executed in
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Additional Credit. Creditor shall be required to notify Guarantor
in the event that any additional extensions of credit are made to
the Debtor. Guarantor's liability shall continue to be for the
limited amount guaranteed, unless the Guarantor otherwise
authorizes in a signed writing.
Default. In the event of Debtor's default, Creditor shall be
required to notify Guarantor before proceeding against Guarantor
for the limited amount guaranteed.
Creditor Terms. Creditor is obligated to pursue Debtor for any
claim on the debt prior to proceeding against Guarantor. Creditor
may not bring suit against the Guarantor in the first instance.
Guarantor waives any notice requirement of Creditor's acceptance
of this Guaranty. Any of Debtor's debts to Guarantor will be
subrogated to Debtor's debts to Creditor, such that even if Debtor
pays Guarantor on any debt, such payment shall be considered held
in trust for Creditor. Guarantor waives all claims or defenses
which may be available to Guarantor regarding Debtor's debt. This
Guaranty may be one of several guarantees regarding Debtor's
liability to Creditor, but Creditor may modify or release any
other guarantee with or without notice to Guarantor. Guarantor's
liability shall not change.
Alterations and Modifications. Creditor may change the terms of
repayment at any time. Creditor is not under an obligation to
inform the Guarantor. Guarantor's obligations shall continue to be
as listed explicitly herein.
Guarantor’s Finances and Assets. Creditor may make
reasonable requests of Guarantor's financial information and
Guarantor is obligated to provide such information Guarantor shall
not transfer any of Guarantor's assets without prior written
consent of the Creditor.
Security. This Guaranty is secured by the following:
Language. All communications made or notices given pursuant to
this Agreement shall be in the English language.
Amendment. This Agreement may only be amended in writing signed by
Entire Agreement. This Agreement constitutes the entire agreement
between the Parties and supersedes any prior or contemporaneous
understandings, whether written or oral.
Notices. Any notices required under this Guaranty may be made
electronically to the email address the parties may, from time to
time, inform each other of
Headings. Headings to this Agreement are for convenience only and
shall not be construed to limit or otherwise affect the terms of
Typed or Printed Name:
Typed or Printed Name:
Typed or Printed Name: