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Document Preview Continuing Guaranty |
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Title: |
Continuing Guaranty |
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Date: |
2006 |
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Preview shows 5KB of 18KB total |
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$43 |
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ID: |
#2547286 |
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CONTINUING GUARANTY
THIS GUARANTY (this Guaranty) is made and entered into as of the 29th day of September, 2006 by Pat LaVecchia, Sean D. McDevitt and Philip B. Harris (each a Guarantor, and together, the Guarantors) in favor of I-Flow Corporation, a Delaware corporation (Seller).
RECITALS
A. WHEREAS, Seller and HAPC, Inc. a Delaware corporation (the Buyer) desire to enter into the Stock Purchase Agreement dated as of September 29, 2006 (the SPA; terms defined in the SPA and not otherwise defined herein are used herein as therein defined ) among the Seller, Buyer, InfuSystem, Inc., a California corporation and Iceland Acquisition Subsidiary, Inc, a California corporation.
B. WHEREAS, it is a condition precedent to the Closing that the Guarantors deliver this Guaranty.
NOW, THEREFORE, in consideration of the above Recitals, which are incorporated into the Agreement below by reference as if fully set forth therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, Guarantors agree with Seller as follows:
ARTICLE I
AGREEMENTS
Section 1.1 Guaranty. Guarantors, jointly and severally, unconditionally guarantee the full and prompt payment to Seller when due of the Termination Fee (the Guaranteed Obligations).
Section 1.2 Continuing Guaranty. This Guaranty is given by the Guarantors and each of them, without regard to any other guaranty by the other signers hereof, or otherwise, and each Guarantor agrees that it shall continue in full force and effect notwithstanding the death or release of, or the extension of time to, any of the other Guarantors. This Guaranty shall be construed as a continuing, absolute and unconditional guaranty of payment (and not merely of collection) without regard to: (a) the legality, validity or enforceability of the Guaranteed Obligations or any agreement, instrument or lien evidencing, guaranteeing or securing the Guaranteed Obligations; (b) any defense (other than payment), set-off or counterclaim that may at any time be available to the Buyer or any other Guarantor against, and any right of setoff at any time held by, the Seller; or (c) any other circumstance whatsoever (with or without notice to or knowledge of Guarantors), whether or not similar to the foregoing, that constitutes, or might be construed to constitute, an equitable or legal discharge of the Buyer or any other Guarantor, in bankruptcy or in any other instance.
Section 1.3 Obligations Joint and Several. The obligations of the Guarantors hereunder are joint and several, and independent of the obligations of the Buyer, and a separate
action or actions may be brought and prosecuted against any or all of the Guarantors whether action is brought against the Buyer or any other Guarantor or whether the Buyer or any other Guarantor be joined in any such action or actions; and Guarantors waive the benefit of any statute of limitations affecting their liability hereunder or the enforcement thereof.
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