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10.4
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Guaranty of
Medical Infusions Technologies Ambulatory Care Center, LLC in favor
of Globank Corp. dated as of July 29, 2008
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GUARANTY OF MEDICAL INFUSION
TECHNOLOGIES AMBULATORY
CARE CENTER, LLC
THIS
GUARANTY (this
“Guaranty”) dated July 29, 2008 is made by Medical
Infusion Technologies Ambulatory Care Center, LLC (the
“Guarantor”), a Georgia limited liability company, in
favor of Globank Corp. (the “Lender”), a Nevada
corporation.
WHEREAS , Lender has agreed to make a loan in the
principal amount of $500,000.00 to MIT Holding, Inc. (the
“Borrower”) as provided in the promissory note between
Lender and Borrower dated the date hereof (the “Promissory
Note”); and
WHEREAS , Lender has requested that Guarantor guarantee
Borrower’s obligations under the Promissory Note.
Accordingly the
Guarantor agrees as follows:
1.1 The Guaranty . The Guarantor hereby
guaranties the full and punctual payment and performance when due
(whether at stated maturity, upon acceleration or otherwise) of all
amounts payable by, and all other obligations to be performed by,
the Borrower under the Promissory Note, whether now due or
hereafter arising. Upon failure by the Borrower to pay punctually
any such payment, or to perform punctually any such other
obligations, the Guarantor shall forthwith on demand pay the amount
not so paid in immediately available funds at the place specified
in the Promissory Note or perform such obligations, as the case may
be.
1.2 Guaranty Unconditional . The
obligations of the Guarantor hereunder shall be irrevocable,
unconditional and absolute without regard to:
(a) any extension, renewal, settlement, compromise,
indulgence, waiver or release in respect of any obligation of the
Borrower or any other party thereto under the Promissory
Note;
(b) any modification or amendment of or supplement
to the Promissory Note;
(c) any release, non-perfection or invalidity of
any direct or indirect security for any obligation of the Borrower
or any other party thereto under the Promissory Note;
(d) any change in the corporate existence,
structure or ownership of, or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting, the Borrower
or its assets;
(e) any invalidity or unenforceability (for any
reason) relating to or against the Borrower or any provision of
applicable law or regulation purporting to prohibit the payment by
the Borrower of (or to reduce or otherwise limit the obligation of
the Borrower to pay) any amount payable by the Borrower under the
Promissory Note; or
(f) any exercise or failure to exercise by the
Lender of any other rights or remedies it may have under the
Promissory Note or the exercise by the Lender of its rights and
remedies in any manner or order.
1.3 Discharge Upon Payment in Full
: Reinstatement in Certain
Circumstances. The Guarantor’s obligations hereunder shall
remain in full force and effect until the amounts payable by the
Borrower under the Promissory Note shall have been paid in full. If
at any time any amount payable by the Borrower under the Promissory
Note is rescinded or must be otherwise restored or returned upon
the insolvency, bankruptcy or reorganization of the Borrower or
otherwise, the Guarantor’s obligations hereunder with respect
to such payment shall be reinstated at such