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Guaranty And Indemnification Agreement

Indemnification Agreement

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Governing Law: North Carolina     Date: 4/29/2005
Industry: Personal Services     Sector: Services

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THIS GUARANTY (the "Guaranty") is executed and delivered as of April 26,

2005, by RCG COMPANIES INCORPORATED, a Delaware corporation ("Guarantor"), to

RMK HOLDINGS, LLC, a Delaware limited liability company ("RMK").


Contemporaneously with the execution of this Guaranty, RMK has purchased

certain assets and assumed certain liabilities from Logisoft Corp., a New York

corporation, and a subsidiary of Guarantor ("Logisoft"), and

Corp., a New York corporation and a wholly-owned subsidiary of Logisoft

("eStorefronts" and together with Logisoft, "Sellers"), pursuant to an Asset

Purchase Agreement between RMK and Sellers of even date herewith (the "Asset

Purchase Agreement").

As additional consideration for the Asset Purchase Agreement and to induce

RMK to enter into the Asset Purchase Agreement, Guarantor has agreed to execute

and deliver this Guaranty, without which RMK would not have entered into the

Asset Purchase Agreement.

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and

valuable consideration, the receipt of which is hereby acknowledged, and for and

in consideration of the Asset Purchase Agreement, Guarantor agrees as follows:

1. Guarantee. Except as provided herein, Guarantor absolutely and

unconditionally guarantees to RMK the due and punctual payment and performance

by Sellers of all sums that become due and payable to RMK under and pursuant to

the terms and provisions of the Asset Purchase Agreement and all covenants and

obligations of Sellers under and pursuant to the terms and provisions of the

Asset Purchase Agreement, as and when said sums become due and payable or said

covenants and obligations shall be performed, pursuant to and in strict

conformity with the terms and conditions of the Asset Purchase Agreement,

including without limitation terms and conditions relating to the Deductible (as

defined in the Asset Purchase Agreement) and any procedural requirements

relating to indemnification contained therein (Such sums, covenants and

obligations of Sellers to RMK are hereinafter sometimes referred to as the


2. No Impairment. No exercise or nonexercise by RMK of any right it may have

with respect to the Obligations, no dealing by RMK with Sellers or any

guarantor, endorser or any other person, and no change, impairment or suspension

of any right or remedy of RMK shall in any way affect any of the obligations of

Guarantor hereunder or any security furnished by Guarantor or give Guarantor any

recourse against RMK.

3. Waivers. Except as provided in Section 7.1 of the Asset Purchase Agreement

relating to the survival of representations and warranties, Guarantor hereby

waives and agrees not to assert or take advantage of (a) the defense of the

statute of limitations in any action hereunder for the collection of the

Obligations or the performance of any obligation hereby guaranteed; (b) notice

of acceptance of this Guaranty, demand, protest and notice of any other kind,

including without limitation presentment and demand for payment of the


Obligations, protest and notice of dishonor or default with respect to the

Obligations and any demand for paym

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