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Title: |
Guaranty of Payment |
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Date: |
2005 |
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$36 |
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ID: |
#1004296 |
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<SEQUENCE>28
<FILENAME>ex10-08f.txt
<DESCRIPTION>EX10-08F.TXT
<TEXT>
<PAGE>
November 3, 2003
GUARANTY OF PAYMENT
This Guaranty ("Guaranty") is made by Bart Blatstein, an
individual, having an address of 1201 Rock Creek Road, Gladwyn, Pennsylvania
19035 ("Guarantor") in favor of Cedar-Riverview LLC ("Cedar GP"), CSC-Riverview
LLC ("Cedar LP") and Cedar Lender LLC ("Cedar Lender") (Cedar GP, Cedar LP and
Cedar Lender, collectively, the "Cedar Group").
RECITALS
A. Firehouse Realty Corp. ("Firehouse"), Reed Development
Associates, Inc. ("Reed"), South River View Plaza, Inc. ("South"), River View
Development Corp. ("Development"), Riverview Commons, Inc. ("Commons"; and
together with Firehouse, Reed, South and Development, collectively, the
"Existing Owners") and Cedar LP are parties to that certain Contribution
Agreement dated as of October 2, 2003 (the "Agreement"). Capitalized terms used
herein and not specifically defined herein shall have the respective meanings
ascribed to those terms in the Agreement.
B. Pursuant to the terms of the Agreement, it is a condition
to the Closing that this Guaranty be executed and delivered by Guarantor, and,
in order to induce the Cedar LP to enter into the Agreement, which Cedar LP
would not do but for the execution and delivery of this Guaranty, Guarantor has
agreed to indemnify the Cedar Group in accordance with the terms of this
Agreement.
C. Guarantor has a direct financial interest in the
consummation of the transactions contemplated by the Agreement.
AGREEMENTS
NOW, THEREFORE, intending to be legally bound, Guarantor, in
consideration of the matters described in the foregoing Recitals, which Recitals
are incorporated herein and made a part hereof, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby
covenants and agrees for the benefit of the Cedar Group as follows:
1. Terms of Guaranty
(a) Guarantor absolutely, unconditionally and irrevocably
guarantees to the Cedar Group the prompt and unconditional payment of any and
all liabilities, obligations, debts, damages, losses, costs, expenses, fines,
penalties, charges, fees, judgments of whatever kind or nature (including but
not limited to reasonable attorneys' fees and other costs of defense) arising or
resulting directly or indirectly from (i) the Partnership's inability to redeem
the Preferred Interest in accordance with the provisions of the [Amended]
Partnership Agreement, or (ii) the failure by the Existing Owners to make
required payments of interest and/or principal under the Owners Loan, in either
case due to:
<PAGE>
(i) a petition or application to any tribunal by either or
both of the Existing Owners for the appointment of a trustee or receiver of the
business, estate or assets or of any substantial portion of the business, estate
or assets of either or both of the Existing Owners;
(ii) the commencement of any proceedings by either or both of
the Existing Owners under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect;
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