GUARANTY OF DEWEESGuarantee Agreement |
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MISCOR GROUP, LTD. | A 3-D Service, Ltd | inception BDeWees, Inc | Magnetech Industrial Services, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit
10.10
DeWees
Guaranty
This
Continuing Guaranty of Payment (“Guaranty”) is made and delivered this 30th day
of November, 2007, by Bernard L. DeWees (“DeWees”).
Recitals:
A. 3-D
Service, Ltd. (“3-D”) has been engaged in the business of selling, repairing,
remanufacturing and maintaining industrial electrical and mechanical equipment
from its locations at 800 Nave Road SE in Massillon, Ohio, and at 870
Crescentville Road in Cincinnati, Ohio.
B. DeWees
has been the President of 3-D since its inception. BDeWees, Inc., an
Ohio corporation which is wholly owned by DeWees, has owned fifty percent (50%)
of 3-D since its inception.
C. Pursuant
to the 3-D Membership Interest Purchase Agreement (the “Membership Interest
Purchase Agreement”), executed on November 30, 2007, Magnetech Industrial
Services, Inc. (“Magnetech”) has purchased all of the Membership Interest Units
of 3-D, including all Units owned by BDeWees, Inc.
D. Magnetech
would not have been willing to enter into the Membership Interest Purchase
Agreement without the agreement of DeWees to execute this Guaranty, along with
the execution of a similar agreement by Thomas J. Embrescia
(“Embrescia”).
E. The
consummation by Magnetech of the transactions contemplated by the Membership
Interest Purchase Agreement is in reliance upon the assurance of DeWees that
he
will comply fully with all of the terms and conditions of this
Guaranty.
NOW,
THEREFORE, in consideration of the payments, promises and other benefits made
to
or conveyed to DeWees, directly or indirectly, through the Membership Interest
Purchase Agreement, and as an inducement to Magnetech to enter into the
Membership Interest Purchase Agreement, DeWees hereby agrees as
follows:
DeWees
hereby promises and guarantees to Magnetech that upon failure of BDeWees, Inc.,
to promptly and fully pay any and all Indebtedness (as defined below), DeWees,
subject to the limitations of the Cap, hereinafter defined, shall pay all
Indebtedness to Magnetech on demand together with all expenses of enforcing
this
Guaranty, including attorneys’ fees, expenses and all other costs of collection
under this Guaranty. This Guaranty constitutes and is an absolute,
unconditional and continuing guarantee of payment and shall apply to each and
every default in payment by BDeWees, Inc., which gives rise to Indebtedness.
Subject to the limits of the Cap, it is understood that repeated and successive
demands may be made and recoveries had hereunder.
In
this
Guaranty, “Indebtedness” means all indebtedness and obligations of BDeWees,
Inc., now or hereafter owing to Magnetech under Section 8.02 of the Membership
Interest
Purchase
Agreement, whether such indebtedness or obligations be direct or indirect,
absolute or contingent, or primary or secondary.
The
aggregate amount of DeWees’ guaranty obligations for any and all Indebtedness
shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00)
(the
“Cap”), provided that the Cap shall not apply to any Indebtedness
related to any willful or fraudulent breach by BDeWees, Inc., of the Membership
Interest Purchase Agreement or any document, instrument or agreement ancillary
to the Membership Interest Purchase Agreement.
The
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