Guarantee
TO:[Name of Vendor] (the “Vendor”)RE:[Name of Purchaser] (the “Purchaser”) Purchase from the Vendor of the Assets of [Name of Purchased Business], [Address of Purchased Business] pursuant to anAsset Purchase Agreement dated as of [Date of Asset Purchase Agreement] (the"Purchase Agreement") among the Vendor and the Purchaser
FOR VALUABLE CONSIDERATION
, the receipt and sufficiency of which is herebyacknowledged, the undersigned, [Name of Guarantor] (the “Guarantor”) hereby unconditionallyguarantees to the Vendor, payment and performance by the Purchaser of all amounts owing to theVendor and performance of all obligations of the Purchaser under the Purchase Agreement(collectively the “Obligations”) and indemnifies the Vendor as a debtor and not simply as asurety.The Guarantor hereby further agrees with the Vendor as follows:1.The Vendor shall not be bound to exhaust its recourse against the Purchaser or others of any securities it may at any time hold before being entitled to payment and performancefrom the Guarantor of the Obligations. The Guarantor renounces to all benefits of discussion and division.2.This Guarantee shall not be affected by any change in the name of the Purchaser, or byany change whatsoever in the objects, capital structure or constitution of the Purchaser, or by the sale of the Purchaser’s business or any part thereof or by the Purchaser beingamalgamated with any corporation, but shall, notwithstanding any such event, continue toapply to all Obligations; and in the case of the Debtor being amalgamated with acorporation, this guarantee shall apply to the liabilities of the resulting corporation, and theterm " Purchaser " shall include each such resulting partnership and corporation, or by theinsolvency, bankruptcy, dissolution, winding up or incapacity of the Purchaser, but shallnotwithstanding the happening of any such event continue to apply to the Obligations.3.The Guarantor shall be bound by any account settled between the Vendor and thePurchaser, and if no such account has been so settled immediately before demand for payment under this Guarantee any account stated by the Vendor shall be accepted by theGuarantor as conclusive evidence of the amount which at the date of the account so statedis due by the Purchaser to the Vendor or remains unpaid by the Purchaser to the Vendor.4.No suit based on this Guarantee shall be instituted until demand for payment has beenmade, and demand for payment shall be deemed to have been effectually made upon theGuarantor if and when an envelope containing such demand, addressed to the Guarantor as follows:[Address of Guarantor]
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Guarantee of Obligations under Asset Purchase Agreement
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Info and Rating
| Category: | Uncategorized. |
| Rating: | |
| Upload Date: | 01/19/2008 |
| Copyright: | Attribution Non-commercial |
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