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GUARANTY

Guarantee Agreement

GUARANTY | Document Parties: STEN CORP You are currently viewing:
This Guarantee Agreement involves

STEN CORP

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Title: GUARANTY
Governing Law: Minnesota     Date: 7/7/2005
Industry: Medical Equipment and Supplies     Sector: Healthcare

GUARANTY, Parties: sten corp
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EXHIBIT 10.3

GUARANTY

 

THIS GUARANTY (the “Guaranty”) is made effective as of the 30 th day of June, 2005 by Patrick Hoene and Christine Hoene (each a “ Guarantor ”; collectively, the “ Guarantors ”), to and for the benefit of STEN Corporation, a Minnesota corporation (the “ Beneficiary ”).

 

  BACKGROUND

 

A.

Life Safe Services, LLC, a Missouri limited liability company (the “ Debtor ”), the Beneficiary and LifeSafe Services, Inc. (“LifeSafe”) are parties to that certain Asset Purchase Agreement dated of even date herewith (as it may hereafter be amended or otherwise modified from time to time, the “ Agreement ”) under which the Debtor agreed to purchase certain business assets identified therein (the “Purchased Assets”).

 

B.

The Guarantors, as direct or indirect owners of the Debtor, will benefit substantially from the transactions described in the Agreement.

 

C.

The Debtor desires to finance a portion of the purchase price for the Purchased Assets acquired under the Agreement pursuant to the terms and conditions of that certain Subordinated Promissory Note dated of even date herewith (the “ Note ”).

 

D.

The Beneficiary, either directly or indirectly through its wholly-owned subsidiary LifeSafe, is willing to extend such credit to the Debtor under the Note on the condition that each of the Guarantors execute and deliver this Guaranty to the Beneficiary as their absolute, joint and several guaranty.  The Guaranty served as a material inducement for Beneficiary to enter into the transactions set forth in and contemplated by the Agreement and Note.

 

  AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Guarantors agrees as follows:

 

1.

Each Guarantor hereby absolutely and unconditionally guarantees to the Beneficiary the prompt payment and full performance of each and every debt and obligation arising pursuant to the terms of the Note (all such debts, liabilities, and obligations are collectively referred to herein as the “ Secured Obligations ”).

 

2.

No act or thing need occur to establish the liability of either of the Guarantors under this Guaranty, and no act or thing, except full payment and discharge of all Secured Obligations, will in any way exonerate the Guarantor or modify, reduce, limit or release the liability of either Guarantor under this Guaranty.

 

3.

This is an absolute, unconditional and continuing guaranty of payment of and performance of the Secured Obligations and will continue to be in force and be binding upon each of the Guarantors until all Secured Obligations are paid and satisfied in full.

 

4.

If the Guarantor is or becomes insolvent (as defined under Title 11, U.S. Code or any similar federal or state law for the relief of debtors) then the Beneficiary will have the right to declare immediately due and payable, and the Guarantors will forthwith pay to the Beneficiary, the full amount of all Secured Obligations, whether due and payable or unmatured.  If either of the Guarantors voluntarily commences or there is commenced involuntarily against either of the Guarantors or the Debtor a case under the United States Bankruptcy Code, the full amount of all Secured Obligations, whether due and payable or unmatured, shall be immediately due and payable without demand or notice thereof.  If there exists and is continuing an Event of Default (as defined in the Note), the full amount of all Secured Obligations, whether due and payable or unmatured, shall be immediately due and payable without demand or notice thereof.

 

5.

Each of the Guarantors is liable for all Secured Obligations, without any limitation as to amount, plus accrued interest thereon and all attorneys’ fees, collection costs and enforcement expenses referable thereto.  

 

6.

Until such time as the Secured Obligations have been indefeasibly paid in full to the Beneficiary, each of the Guarantors waives and relinquishes any right of subrogation or other right of recourse, contribution or reimbursement from the Debtor or other Guarantor and any other right to payment from the Debtor, arising out of or on account of any sums paid or agreed to be paid by the Guarantors under this Guaranty, whether any such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.

 

7.

Each of the Guarantors will pay or reimburse the Beneficiary for all costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Beneficiary in connection with the successful protection, defense or enforcement of this Guaranty in any litigation or bankruptcy


 
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