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GUARANTY

Guarantee Agreement

GUARANTY | Document Parties: Diversified Corporate Resources, Inc.,  | Wells Fargo Business Credit, Inc., You are currently viewing:
This Guarantee Agreement involves

Diversified Corporate Resources, Inc., | Wells Fargo Business Credit, Inc.,

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Title: GUARANTY
Governing Law: Colorado     Date: 12/9/2004
Industry: Business Services     Sector: Services

GUARANTY, Parties: diversified corporate resources  inc.   , wells fargo business credit  inc.
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Exhibit 10.48

 

WELLS

FARGO

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GUARANTY BY CORPORATION

 

This Guaranty, dated as December 1, 2003 is made by Diversified Corporate Resources, Inc., a Texas corporation (the “Guarantor”), for the benefit of Wells Fargo Business Credit, Inc., a Minnesota corporation (with its successors and assigns, the “WFBCI”,).

 

WFBCI and Management Alliance Corporation, a Texas corporation (the “Customer”), are parties to an Account Purchase Agreement dated December 1, 2003 (the “Agreement”) herewith pursuant to which WFBCI shall purchase accounts receivable from the Customer and may make financial accommodations to the Customer.

 

As a condition to entering into the Agreement and extending such accommodations to the Customer, WFBCI has required the execution and delivery of this Guaranty.

 

ACCORDINGLY, the Guarantor, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agrees as follows:

 

1. Definitions .  All terms defined in the Agreement that are not otherwise defined herein shall have the meanings given them in the Agreement.

 

2. Indebtedness Guaranteed .  The Guarantor hereby absolutely and unconditionally guarantees to WFBCI the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of each and every sum now or hereafter owing to WFBCI by the Customer, including but not limited to, debts, liabilities and obligations arising out of purchases of property, financial accommodations, or other transactions with the Customer or for the Customer’s account or out of any other transaction or event, owed to WFBCI, in each case whether now existing or hereafter arising, whether arising directly in a transaction or event involving WFBCI or acquired by WFBCI from another by purchase or assignment or as collateral security, whether owed by the Customer as drawer, maker, endorser, accommodation party, guarantor, principal, surety or as a member of any partnership, syndicate, association or group or in any other capacity, whether absolute or contingent, direct or indirect, primary or secondary, sole, joint several or joint and several, secured or unsecured, due or not due, contractual, tortuous or statutory, liquidated or unliquidated, arising by agreement or imposed by law or otherwise (all of said sums being hereinafter called the “Indebtedness”).

 

3. Guarantor’s Representations and Warranties .  The Guarantor represents and warrants to WFBCI that (i) the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action. of its directors as required by the by-laws of the Guarantor and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the authorized officers of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency.  The Guarantor represents and wan-ants to WFBCI that the Guarantor has a direct and substantial economic interest in the Customer and expects to derive substantial benefits therefrom and from any purchases of property, financial accommodations, discounts, and other transactions and events resulting in the creation of the Indebtedness guarantied hereby, and that this Guaranty is given for a corporate purpose.  ‘ne Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with paragraph 4, if at any time, in the opinion of the directors or officers, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to the future Indebtedness of the Customer.  Accordingly, so long as this Guaranty is not revoked prospectively in accordance with paragraph 4, WFBCI may rely conclusively on a continuing warranty, hereby made, that the Guarantor continues to be benefited by this Guaranty and WFBCI shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by WFBCI without regard to the receipt, -nature or value of any such benefits.

 



 

4. Unconditional Nature .  No act or thing need occur to establish the Guarantor’s liability hereunder, and no act or thing, except full payment and discharge of all of the indebtedness, shall in any way exonerate the Guarantor hereunder or modify, reduce, limit or release the Guarantor’s liability hereunder.  This is an absolute, unconditional and continuing guaranty of payment of the Indebtedness and shall continue to be in force and be binding upon the Guarantor, whether or not all of the Indebtedness is paid in full, until this Guaranty is revoked prospectively as to future transactions, by written notice actually received by WFBCI and such revocation shall not be effective as to the amount of Indebtedness existing or committed for at the time of actual receipt of such notice by WFBCI or as to any renewals, extensions, refinancings or refundings thereof.

 

5. Dissolution or Insolvency of Guarantor .  The dissolution or adjudication of bankruptcy of the Guarantor shall not revoke this Guaranty, except upon actual receipt of written notice thereof by WFBCI and only prospectively, as to future transactions, as herein set forth.  If the Guarantor shall be dissolved or shall be or become insolvent (however defined), then WFBCI shall have the right to declare immediately due and payable, and the Guarantor will forthwith pay to WFBCI, the full amount of all of the Indebtedness whether due and payable or unmatured.  If the Guarantor voluntarily commences or there is commenced involuntarily against the Guarantor a case under the United States Bankruptcy Code, the full amount of all Indebtedness, whether due and payable or unmatured, shall be immediately due and payable without demand or notice thereof.

 

6. Enforcement Expenses .  The Guarantor will pay or reimburse WFBCI for all costs, expenses and attorneys’ fees paid or incurred by WFBCI in endeavoring to collect and enforce the Indebtedness and in enforcing this Guaranty.

 

7. WFBCI’s Rights . WFBCI shall not be obligated by reason of its acceptance of


 
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