Preview | Guaranty Agreement |

Document Preview

Guaranty Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Guaranty Agreement

Entities:

ProCoreGroup, Inc.

Date:

2007

Size:

31KB total

Price:

$34

ID:

#2870998

► Financing ► Guaranty Agreements
► Services ► Business Services

Start of Preview

GUARANTY AGREEMENT

Guaranty Agreement, dated as of April 6, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Guarantors), in favor of Sheridan Asset Management, LLC (the "Lender") relating to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation (the Company) and the Lender.

WITNESSETH:

Whereas, pursuant to that certain Loan Agreement, dated as of the date hereof, by and between the Company and the Lender (the Loan Agreement), the Lender has agreed to make a term loan to the Company evidenced by the Companys Senior Secured Promissory Note, due April 6, 2008 (the Note), subject to the terms and conditions set forth therein; and

Whereas, it is a condition precedent to the determination of the Lender to make loans to the Company pursuant to the Loan Agreement that the Guarantors shall have executed and delivered the Guaranty to the Lender; and

Whereas, each Guarantor will directly benefit from the extension of credit to the Company represented by the issuance of the Note; and

NOW, THEREFORE, in consideration of the premises and to induce the Lender to enter into the Loan Agreement and to carry out the transactions contemplated thereby, each Guarantor hereby agrees with the Lender as follows:

1. Definitions. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. The words hereof, herein, hereto and hereunder and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and Section and Schedule references are to this Guaranty unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The following terms shall have the following meanings:

Action shall have the meaning set forth in Section 3(f) of this Guaranty.

Company shall have the meaning set forth in the Preamble of this Guaranty.

Financial Information shall have the meaning set forth in Section 3(d) of this Guaranty.

Guaranty means this Guaranty Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

Guarantors shall have the meaning set forth in the Preamble of this Guaranty.

Lender shall have the meaning set forth in the Preamble of this Guaranty.

Loan Agreement shall have the meaning set forth in the Recitals of this Guaranty.

Note shall have the meaning set forth in the Recitals of this Guaranty.

Obligations means the collective reference to all obligations and undertakings of the Company of whatever nature, monetary or otherwise, under the Note, the Loan Agreement, the Security Agreement, the other Transaction Documents or any other future agreement or obligations undertaken by the Company to the Lender, together with all reasonable attorneys fees, disbursements and all other costs and expenses of collection incurred by Lender in enforcing any of such Obligations and/or this Guaranty.

Material Adverse Effect means (x) the adverse effect on the legality, validity or enforceability of this Guaranty in any material respect, (y) a material adverse effect on the financial condition of the Guarantor, or (z) the adverse impairment in any material respect of the Guarantor's ability to perform fully on a timely basis its obligations under this Guaranty.

2. Guaranty.

(a) Guaranty.

(i)

The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Lender and its respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(ii)

Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)).

End of Preview

Home Intelligence Services Subscriptions News About Us