Exhibit
10.24
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WELLS
FARGO
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CONTINUING
GUARANTY
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TO: WELLS FARGO
BANK, NATIONAL ASSOCIATION
1.
GUARANTY;
DEFINITIONS. In consideration of any credit or other financial
accommodation heretofore, now or hereafter extended or made to
Medtox Scientific, Inc., Medtox Diagnostics, Inc. and Medtox
Laboratories, Inc. ("Borrowers"), or any of them, by WELLS
FARGO BANK, NATIONAL ASSOCIATION ("Bank"), and for other valuable
consideration, the undersigned New Brighton Business Center
LLC ("Guarantor"), jointly and severally unconditionally
guarantees and promises to pay to Bank or order, on demand in
lawful money of the United States of America and in immediately
available funds, any and all Indebtedness of any of the Borrowers
to Bank. The term "Indebtedness" is used herein in its most
comprehensive sense and includes any and all advances, debts,
obligations and liabilities of Borrowers, or any of them,
heretofore, now or hereafter made, incurred or created, whether
voluntary or involuntary and however arising, whether due or not
due, absolute or contingent, liquidated or unliquidated, determined
or undetermined, and whether Borrowers may be liable individually
or jointly with others, or whether recovery upon such Indebtedness
may be or hereafter becomes unenforceable. This Guaranty is a
guaranty of payment and not collection.
2.
MAXIMUM LIABILITY;
SUCCESSIVE TRANSACTIONS; REVOCATION; OBLIGATION UNDER OTHER
GUARANTIES. This is a continuing guaranty and all rights, powers
and remedies hereunder shall apply to all past, present and future
Indebtedness of each of the Borrowers to Bank, including that
arising under successive transactions which shall either continue
the Indebtedness, increase or decrease it, or from time to time
create new Indebtedness after all or any prior Indebtedness has
been satisfied, and notwithstanding the death, incapacity,
dissolution, liquidation or bankruptcy of any of the Borrowers or
Guarantor or any other event or proceeding affecting any of the
Borrowers or Guarantor. This Guaranty shall not apply to any new
Indebtedness created after actual receipt by Bank of written notice
of its revocation as to such new Indebtedness; provided however,
that loans or advances made by Bank to any of the Borrowers after
revocation under commitments existing prior to receipt by Bank of
such revocation, and extensions, renewals or modifications, of any
kind, of Indebtedness incurred by any of the Borrowers or committed
by Bank prior to receipt by Bank of such revocation, shall not be
considered new Indebtedness. Any such notice must be sent to Bank
by registered U.S. mail, postage prepaid, addressed to its office
at Minneapolis RCBO, Sixth and Marquette, Minneapolis, MN
55479 , or at such other address as Bank shall from time to
time designate. Any payment by Guarantor with respect to the
Indebtedness shall not reduce Guarantor's maximum obligation
hereunder unless written notice to that effect is actually received
by Bank at or prior to the time of such payment. The obligations of
Guarantor hereunder shall be in addition to any obligations of
Guarantor under any other guaranties of any liabilities or
obligations of any of the Borrowers or any other persons heretofore
or hereafter given to Bank unless said other guaranties are
expressly modified or revoked in writing; and this Guaranty shall
not, unless expressly herein provided, affect or invalidate any
such other guaranties.
3.
OBLIGATIONS JOINT
AND SEVERAL; SEPARATE ACTIONS; WAIVER OF STATUTE OF LIMITATIONS;
REINSTATEMENT OF LIABILITY. The obligations hereunder are joint and
several and independent of the obligations of Borrowers, and a
separate action or actions may be brought and prosecuted against
Guarantor whether action is brought against any of the Borrowers or
any other person, or whether any of the Borrowers or any other
person is joined in any such action or actions. Guarantor
acknowledges that this Guaranty is absolute and unconditional,
there are no conditions precedent to the effectiveness of this
Guaranty, and this Guaranty is in full force and effect and is
binding on Guarantor as of the date written below, regardless of
whether Bank obtains collateral or any guaranties from others or
takes any other action contemplated by Guarantor. Guarantor waives
the benefit of any statute of limitations affecting Guarantor's
liability hereunder or the enforcement thereof, and Guarantor
agrees that any payment of any Indebtedness or other act which
shall toll any statute of
limitations
applicable thereto shall similarly operate to toll such statute of
limitations applicable to Guarantor's liability hereunder. The
liability of Guarantor hereunder shall be reinstated and revived
and the rights of Bank shall continue if and to the extent that for
any reason any amount at any time paid on account of any
Indebtedness guaranteed hereby is rescinded or must otherwise be
restored by Bank, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, all as though such
amount had not been paid. The determination as to whether any
amount so paid must be rescinded or restored shall be made by Bank
in its sole discretion; provided however, that if Bank chooses to
contest any such matter at the request of Guarantor, Guarantor
agrees to indemnify and hold Bank harmless from and against all
costs and expenses, including reasonable attorneys' fees, expended
or incurred by Bank in connection therewith, including without
limitation, in any litigation with respect thereto.
4.
AUTHORIZATIONS TO
BANK. Guarantor authorizes Bank either before or after revocation
hereof, without notice to or demand on Guarantor, and without
affecting Guarantor's liability hereunder, from time to time to:
(a) alter, compromise, renew, extend, accelerate or otherwise
change the time for payment of, or otherwise change the terms of,
the Indebtedness or any portion thereof, including increase or
decrease of the rate of interest thereon; (b) take and hold
security for the payment of this Guaranty or the Indebtedness or
any portion thereof, and exchange, enforce, waive, subordinate or
release any such security; (c) apply such security and direct the
order or manner of sale thereof, including without limitation, a
non-judicial sale permitted by the terms of the controlling
security agreement, mortgage or deed of trust, as Bank in its
discretion may determine; (d) release or substitute any one or more
of the endorsers or any other guarantors of the Indebtedness, or
any portion thereof, or any other party thereto; and (e) apply
payments received by Bank from any of the Borrowers to any
Indebtedness of any of the Borrowers to Bank, in such order as Bank
shall determine in its sole discretion, whether or not such
Indebtedness is covered by this Guaranty, and Guarantor hereby
waives any provision of law regarding application of payments which
specifies otherwise. Bank may without notice assign this Guaranty
in whole or in part. Upon Bank's request, Guarantor agrees to
provide to Bank copies of Guarantor's financial
statements.
5.
REPRESENTATIONS AND
WARRANTIES. Guarantor represents and warrants to Bank that: (a)
this Guaranty is executed at Borrowers' request; (b) Guarantor
shall not, without Bank's prior written consent, sell, lease,
assign, encumber, hypothecate, transfer or otherwise dispose of all
or a substantial or material part of Guarantor's assets other than
in the ordinary course of Guarantor's business; (c) Bank has made
no representation to Guarantor as to the creditworthiness of any of
the Borrowers; and (d) Guarantor has established adequate means of
obtaining from each of the Borrowers on a continuing basis
financial and other information pertaining to Borrowers' financial
condition. Guarantor agrees to keep adequately informed from such
means of any facts, events or circumstances which might in any way
affect Guarantor's risks hereunder, and Guarantor further agrees
that Bank shall have no obligation to disclose to Guarantor any
information or material about any of the Borrowers which is
acquired by Bank in any manner.
6.1 Guarantor
waives any right to require Bank to: (a) proceed against any of the
Borrowers or any other person; (b) marshal assets or proceed
against or exhaust any security held from any of the Borrowers or
any other person; (c) give notice of the terms, time and place of
any public or private sale or other disposition of personal
property security held from any of the Borrowers or any other
person; (d) take any action or pursue any other remedy in Bank's
power; or (e) make any presentment or demand for performance, or
give any notice of nonperformance, protest, notice of protest or
notice of dishonor hereunder or in connection with any obligations
or evidences of indebtedness held by Bank as security for or which
constitute in whole or in part the Indebtedness guaranteed
hereunder, or in connection with the creation of new or additional
Indebtedness.
6.2
Guarantor waives any defense to
its obligations hereunder based upon or arising by reason of: (a)
any disability or other defense of any of the Borrowers or any
other person; (b) the cessation or limitation from any cause
whatsoever, other than payment in full, of the Indebtedness of any
of the
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Borrowers or any
other person; (c) any lack of authority of any officer, director,
partner, agent or other person acting or purporting to act on
behalf of any of the Borrowers which is a corporation, partnership
or other type of entity, or any defect in the formation of any such
Borrower; (d) the application by any of the Borrowers of the
proceeds of any Indebtedness for purposes other than the purposes
represented by Borrowers to, or intended or understood by, Bank or
Guarantor; (e) any act or omission by Bank which directly or
indirectly results in or aids the discharge of any of the Borrowers
or any portion of the Indebtedness by operation of law or
otherwise, or which in any way impairs or suspends any rights or
remedies of Bank against any of the Borrowers; (f) any impairment
of the value of any interest in any security for the Indebtedness
or any portion thereof, including without limitation,
the