Exhibit 10.49
WELLS
FARGO
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VALIDITY GUARANTY
This Guaranty, dated as of
December 1 st , 2003, is made by J. Michael Moore
(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 (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 .
Capitalized terms used in this Guaranty shall have the meanings
given to them in the Agreement unless otherwise defined
herein.
2. Guaranty . The Guarantor
does hereby absolutely and unconditionally, represent(s),
warrant(s) and guarantee(s) to WFBCI that:
(a) The full and prompt payment of
any and all obligations of Customer that arise out or relate to
payment shortfalls resulting from Account Debtors taking discounts;
the sale by Customer of Accounts relating to unbilled services and
the sale by Customer of Accounts for permanent
placements.
(b) All Accounts will be subsisting,
valid, genuine and authentic and will represent bona fide and
existing obligations of bona fide buyers of goods and services from
the Customer in the ordinary course of the Customer’s
business without offset or defense.
(c) All Eligible Accounts will be
due and owing in accordance with the terms governed by the
Agreement and other present and future agreements between the
Customer and WFBCI when reported to WFBCI by the
Customer.
(d) The Customer will promptly remit
to WFBCI all proceeds from its Accounts and other Collateral as
required by the terms of the Agreement and other present and future
agreements between the Customer and WFBCI.
(e) All Inventory and Collateral (i)
will be bona fide and existing Inventory of the Customer; (ii) will
be owned by the Customer and will be possessed by the Customer or
its agent; (iii) will not be subject to any lien or security
interest except as permitted by WFBCI; and (iv) will be maintained
only at the locations designated in the Agreement, unless the
Customer obtains WFBCI’s prior written consent.
(f) All reports, statements and
schedules of the Customer submitted to WFBCI pursuant to the
Agreement and other present and future agreements between the
Customer and WFBCI will be true and accurate in all
respects.
3. Guarantor’s
Liability . In the event of any breach of the warranties
and representations herein contained, the Guarantor will be liable
to WFBCI for any loss or damage suffered by WFBCI as a result of
such breach, and for costs, expenses and reasonable
attorneys’ fees incurred by WFBCI in correction
therewith.
