Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.
Appears in 5 contracts
Sources: Terms of Use and End User License Agreement, Terms of Use and End User License Agreement, Terms of Use and End User License Agreement
Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as THIS PERSONAL GUARANTY CREATES SPECIFIF LEGAL OBLIGATIONS. In consideration of Lessor entering into the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise lease agreement identified above (“Guaranteed AmountLease”), including but not limited tothe undersigned Personal Guarantor (hereinafter, all: processing fees; chargebacks; Card Brand fees“You”) unconditionally and irrevocable guarantees to Lessors, finesits successor and assigns, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result prompt payment and performance of a Security Breachall obligations of the Lessee identified in this Lease. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This You agree that this is a guaranty of payment and not of collection, and Autobooks may seek recourse that Lessor can proceed directly against you without first proceeding against the Lessee or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforceagainst the equipment covered by the Lease. You waive all notices and defenses, acceptbased upon surety ship or impairment of collateral, or perfect Autobooks’s interest in any collateral (including but not limited to release of collateral or failure to perfect a security interest. You agreed that Lessor can renew, extend or otherwise modify the terms of the Lease and you will be bound by such changes. If the Lessee defaults under the Lease, you will immediately perform all obligations of the Lessee under the Lease, including, but not limited to, paying all amounts due under the Lease. You will pay to Lessor all expenses, INCLDUING ATTORNEYS FEES incurred in enforcing Lessor’s rights against you or the Lessee. This is a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall continuing guaranty that will not be discharged for or affected by your death and will bind your heirs and personal representatives. You waive any reason other rights to seek repayment from the Lessee in the event you much pay Lessor. If more than the final and full payment to Autobooks one guarantor has signed this Personal Guaranty, each of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and you agree that this guaranty shall be subject your liability is joint and several. You authorize Lessor or any of Lessor’s agents to the exclusive choice of law obtain credit bureau reports regarding you personal credit and venue requirements as those set forth in the Agreementto make other credit inquiries that Lessor determines are necessary. Guarantors waiveTHIS PERSONAL GUARANTY IS GOVERNED BY THE LAWS OF THE STATE OF CONNECTICUT. YOU CONSENT (AND THE LESSEE HAS CONSENTED) TO THE JURISDICTION OF ANY COURT LOCATED WITHIN CONNECTICUT, to the fullest extent possible under law, the defense of forum non conviensYOU EXPRESSLY WAIVE (AS HAS THE LESSEE) ANY RIGHT TO A TRIAL BY JURY. Guarantors agree that notice may be provided to each Personal Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by #1 Personal Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines #2 Personal Guarantor #3 Personal Guarantor #4 Name: ROBERT ▇▇▇▇▇▇▇▇ ▇▇▇▇: Name: Name: /s/ Robert ▇▇▇▇▇▇▇▇ ▇-▇▇-▇9 (“User Guidelines”an individual) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.Date (an individual) Date (an individual) Date (an individual) Date /s/ Jessica ▇▇▇▇▇▇ ▇-▇▇-▇9 Witness Date TERMS AND CONDITIONS
Appears in 2 contracts
Sources: Lease Agreement (Scorpion Performance, Inc.), Lease Agreement (Scorpion Performance, Inc.)
Personal Guaranty. Unless User has obtained a written waiver signed This general, absolute, and unconditional Guaranty (“Guaranty” by Autobooksthe undersigned (collectively “Guarantor” or “my” or “I” or “me”) is for the benefit of TechStorm, User’s owners LLC. (shareholdersreferred to as “TechStorm”). For value received, membersand in consideration for the mutual undertakings contained in the Agreements, partnersexhibits, and all other related agreements entered into between Merchant and TechStorm or its parents, affiliates, successors, and assigns, I absolutely and unconditionally guarantee the full performance of all Merchant's obligations to TechStorm, together with all costs, expenses, and attorneys’ fees incurred by TechStorm, its parents, affiliates, successors, or independent contractorsassigns, as the case may bein connection with any action, inactions, or defaults of Merchant with respect to this Agreement or any other Agreement currently in effect or in the case of ten future entered into between Merchant or more such ownersits principals and TechStorm, User’s Presidentits parents, CEOaffiliates, successors, or other highest ranking officer) (collectively “Guarantors”) jointlyassigns. I waive any right to require TechStorm, severallyits parents, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from Useraffiliates, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penaltiessuccessors, or assessments; assigns, to proceed against other entities or Merchant. There are no conditions attached to the enforcement of this Guaranty. I authorize, TechStorm, its parents, affiliates or assigns to make from time to time any governmental fees; fines; penalties; personal credit or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full other inquiries and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guarantyprovide, including without limitation reasonable attorney’s fees and expensesat TechStorm's request, financial statements and/or tax returns. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and I agree that this guaranty Guaranty shall be subject to governed and construed in accordance with the exclusive choice State of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legalityTexas, and enforceability that the courts of the remaining provisions will not in any way Texas shall have and be affected or impairedvested with personal jurisdiction. This personal guaranty will survive The termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements Agreement or Guaranty shall not release me from liability with respect to any obligations incurred before the Card Processing Services effective date of termination. No termination of this Guaranty shall be effected by any change in my legal status or any change in the relationship between Merchant and User’s acceptance of Cardsme. These User Guidelines are incorporated into This Guaranty shall bind and made part of Exhibit E inure to the benefit of the Agreementpersonal representatives, parents, heirs, administrators, successors and assigns of Guarantor and TechStorm. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.AGREEDANDACCEPTED:
Appears in 1 contract
Sources: Service Agreement
Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E C or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s ’ interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s ’ costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E C without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviensconveniens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. C. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E C of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E C or the Agreement.
Appears in 1 contract
Personal Guaranty. Unless User has obtained a written waiver signed In consideration of extension of credit by Autobooks▇▇▇▇▇ Equipment Company, UserLLC and ▇▇▇▇▇ Financial Services, LLC (COLLECTIVELY, “▇▇▇▇▇”) to Applicant, the undersigned guarantor(s) (herein “Guarantor” whether one or more) hereby unconditionally guarantees, jointly and severally, punctual payment and performance, when due or on demand, of all Applicant’s owners obligations and liabilities, present and future of every kind or character, to ▇▇▇▇▇ including all collection costs, court costs and reasonable attorney’s fees. This Guaranty shall be continuing and unlimited. ▇▇▇▇▇ may exercise ▇▇▇▇▇’▇ rights under this Guaranty without first taking any action against the Applicant. Guarantor shall be bound hereunder even if Applicant for any reason is not liable in law or equity to pay part or all of Applicant’s obligations to ▇▇▇▇▇ (shareholderse.g., membersif Applicant is incompetent, partnersdoes not have the capacity to create or be bound to pay such obligation, Applicant does not legally exist, or Applicant does not properly and lawfully authorize the creation of such obligation). Guarantor acknowledges that Guarantor will receive a direct and material benefit from the obligations of Applicant covered by the terms of this Guaranty. ▇▇▇▇▇ shall be entitled to enforce the obligations of this Guaranty against the Guarantor without regard to the filing of any bankruptcy or insolvency proceeding by Applicant. This Guaranty is independent contractors, as of the case obligations of any co-debtor and is not conditioned on the financial condition of the Applicant or any other event. Guarantor hereby authorizes Guarantor’s creditors and references to release to ▇▇▇▇▇ whatever information may be, or be contained in the case their files pertaining to personal and financial dealings with Guarantor and grants ▇▇▇▇▇ permission to complete any credit investigation of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”)Guarantor, including but not limited toto reports by a credit reporting agency or entity. Guarantor consents and waives notice of any modification, all: processing fees; chargebacks; Card Brand feesextension or renegotiation of any term or condition of the guaranteed debt (including interest rate and payment terms), fines, penalties, or assessments; and any governmental fees; fines; penalties; or assessments; settlement with the Applicant or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementco-debtor.
Appears in 1 contract
Sources: Credit Application and Agreement
Personal Guaranty. Unless User has obtained a written waiver signed If an individual agrees to personally guaranty the performance of all obligations of Merchant herein (“Guarantor(s)”), such Guarantor(s) agrees to the following: • Guarantor(s) shall be jointly and severally bound by Autobooks, Userthe terms of this Agreement to the same extent as Merchant; • Guarantor(s) unconditionally and irrevocably agrees to personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s owners (shareholders, members, partners, duties and obligations to the Bank under this Agreement or independent contractors, as the case may be, any other agreement currently in effect or in the case future entered into between Merchant or its principals and the Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s); • Guarantor(s) understands and agrees that the Bank may proceed directly against Guarantor(s) with or without first or contemporaneously proceeding against the Merchant or any other person to collect hereunder; • In the event that the Guarantor(s) has an Account with Bank or any of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”its affiliate(s), including but not limited toGuarantor(s) agrees that the Bank may automatically deduct amounts owing pursuant to this guaranty from such Account(s) in order to satisfy Guarantor(s) obligations hereunder, all: processing feeswithout notice and without filing any claim or legal action; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. • This is a continuing guaranty of payment and not of collectionbinding upon all heirs, administrators, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve accountrepresentatives of the Guarantor(s); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall will not be discharged for any reason other than or affected by the final and full payment to Autobooks release or discharge of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all Merchant or death of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, Guarantor(s); to the fullest extent possible permissible under applicable law, the defense Guarantor(s) hereby waives all rights of forum non conviens. Guarantors agree subrogation or indemnity that notice may be provided derived from Merchant. • If you voluntarily make a request to each Guarantor terminate the service, you are required to submit the request in writing to the Merchant Services Department or a designated Branch or Unit. Upon receipt of the termination request by personal delivery or sending such by nationally recognized overnight carrierthe Merchant Services Department, registered or certified mail, postage prepaid, to each Guarantorwe will commence the termination process in line with this Agreement’s address, which may be modified by Guarantor by sending written ninety (90) days’ notice to Autobooksarrangement. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision • Your merchant processor setup shall remain enforceable open and maintained in an ‘Inactive’ status for a period of one hundred and twenty (120) days from the last transaction to the fullest extent permitted by law and the validityensure that there are no Disputes arising. • All refundable fees will be withheld until all outstanding balances (if any), legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementsatisfied.
Appears in 1 contract
Sources: Merchant Card Processing Agreement
Personal Guaranty. Unless User has obtained The undersigned (each a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed AmountGuarantor”), jointly and severally (if more than one), absolutely and unconditionally guarantee the prompt payment to Lender, including but not limited toits successors and assignees, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amountand all Obligations incurred by the Borrower pursuant to the Agreement. Each Guarantor further agrees to repay the Obligations on demand, or any portion thereof, which has not been paid by Autobooks without requiring Lender first to Userenforce payment against Borrower. This is a guaranty guarantee of payment and not of collection. This is an absolute, unconditional, primary, and Autobooks may seek recourse or receive payment from Guarantors prior tocontinuing obligation and will remain in full force and effect until the first to occur of the following: taking steps to collect Guaranteed Amounts from User; taking steps to enforce(i) all of the Obligations have been indefeasibly paid in full, acceptand Lender has terminated this Personal Guaranty, or perfect Autobooks’s interest (ii) 30 days after the date on which written notice of revocation is actually received and accepted by Lender. No revocation will affect: (i) the then existing liabilities of the revoking Guarantor under this Personal Guaranty; (ii) Obligations created, contracted, assumed, acquired or incurred prior to the effective date of such revocation; (iii) Obligations created, contracted, assumed, acquired or incurred after the effective date of such revocation pursuant to any agreement entered into or commitment obtained prior to the effective date of such revocation; or (iv) any Obligations then or thereafter arising under the agreements or instruments then in any collateral (effect and then evidencing the Obligations. Each Guarantor waives all notices to which the Guarantor might otherwise be entitled by law, and also waives all defenses, legal or equitable, otherwise available to the Guarantor, including but not limited to amounts exoneration. This Personal Guaranty will be exclusively construed in accordance with the laws of the State of California, and will inure to the benefit of Lender, its successors and assigns. THIS GUARANTEE AND EACH GUARANTOR HEREBY AGREE TO CONSENT TO THE EXCLUSIVE VENUE AND JURISDICTION OF ANY COURT OF THE STATE OF CALIFORNIA FOR ALL MATTERS OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF CALIFORNIA. Guarantor #1: X Name: ▇▇▇▇▇ ▇▇▇▇▇ Date: 06/09/2016 Guarantor #2: X Name: ▇▇▇▇▇ ▇▇▇▇▇ Date: 06/09/2016 Guarantor #3: X Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Date: 06/09/2016 X ▇▇▇▇▇▇ ▇▇▇▇▇▇ - Bofl Federal Bank FVP, Head of Operations Specialty Finance & Strategic Partnerships Guarantor #4: X Name: Date: 06/09/2016 X ▇▇▇▇ ▇▇▇▇▇▇▇ – Quick Bridge Funding Senior VP of Credit & Operations Date: 06/09/2016 This amendment (“Amendment”) to Business Loan Agreement ▇-▇▇▇▇▇▇-▇ dated 06/09/2016 is made as of 06/09/2016 between BofI Federal Bank (the “Lender”) and serviced by Quick Bridge Funding, LLC, a reserve accountCalifornia limited liability as “Servicer” and Shear Transportation, Inc. (the “Borrower”). The Lender and the Borrower are sometimes referred to herein collectively as the “Parties “and each as a “Party.” Whereas, the Parties desire to modify certain terms of the Business Loan Agreement ▇-▇▇▇▇▇▇-▇ dated 06/09/2016. In consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree and amend the Agreement as follows: Borrower may prepay Borrower’s loan in whole using the following schedule: • Within the period prior to three months, after the date of funding, the payoff will be $120,000.00 • Within the period between three months and four months, after the date of funding, the payoff will be $124,000.00 • Within the period between four months and five months, after the date of funding, the payoff will be $128,000.00 • Within the period between five months and six months, after the date of funding, the payoff will be $132,000.00 • Within the period between six months and seven months, after the date of funding, the payoff will be $136,000.00 • Within the period between seven months and eight months, after the date of funding, the payoff will be $138,000.00 If Borrower elects to prepay Business Loan Agreement ▇-▇▇▇▇▇▇-▇, the sum of payments made up to that point will be applied and deducted from the aforementioned prepaid schedule of payments. *The prepayment discount schedule is offered in good faith and must meet the following criteria to apply: The borrower’s status must be “as agreed”; At no point can the borrowers account reach a status of “re-write, modified, forbearance” or in any other respect exercise any diligence in collecting or attempting to collect the amount status other than as agreed. The balance cannot be satisfied by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason entity other than the final Borrower. The Agreement will remain in full force and full payment effect as modified by this Amendment. This Amendment will be governed by and construed in accordance with the laws of the State of California without giving effect to Autobooks the principles of all Guaranteed Amountsconflicts of laws. Guarantor’s jointly and severally agree to pay This Amendment may be executed in counterparts, all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees which together will constitute one and expensesthe same instrument. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall Facsimile signatures will be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined deemed to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law original signatures and the validity, legality, and enforceability each party hereto may rely on a facsimile signature as an original for purposes of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of enforcing this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the AgreementAmendment.
Appears in 1 contract
Sources: Business Loan Agreement
Personal Guaranty. Unless User has obtained a written waiver signed In consideration of, and as an inducement for the granting, execution, and delivery of the Lease by Autobooksthe City to Tenant, User’s owners the undersigned Tenant representatives (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the City and its successors and assigns the full and prompt payment of any and all amounts due sum and charges payable by Tenant and its successors and assigns pursuant to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security BreachLease. Autobooks shall have immediate recourse against the Guarantors for further guaranty the full and immediate timely performance of all terms and conditions of the Lease to be performed by Tenant for the entirety of the Lease term, including an extensions thereof, and hereby covenant and agree that if default shall at any time be made by Tenant in the payment of any Guaranteed Amountrent or other costs due under the Lease, or if Tenant shall otherwise breach the terms of the Lease, Guarantors shall pay all rent and other costs owed pursuant to the Lease to the City, it successors and assigns, and any portion thereoflate fees or charges as well as any costs, which has not been paid by Autobooks to Userattorneys’ fees and other damages associated with ▇▇▇▇▇▇’s occupancy of the Premises and/or the City’s cost of enforcing the Lease and/or eviction of Tenant for breach of the Lease. This The obligations of all Guarantors shall be joint and several and each undersigned Guarantor warranties that he/she is a guaranty principal of payment Tenant and not of collection, hereby agrees and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s acknowledges that he/she is jointly and severally agree to pay liable with Tenant and the other Guarantors of this Lease for all of Autobooks’s costs incurred in enforcement of or collection obligations under this guaranty, including without limitation reasonable attorney’s fees and expensesthe Lease. This guaranty is freely and voluntarily givenPersonal Guaranty cannot be waived except explicitly, and Guarantors recognize that Autobooks would not enter into in writing, by the City. The City’s remedies pursuant to this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty Personal Guaranty shall be subject cumulative and separate and the exercise of any one remedy shall in no way limit or prejudice any other remedy. Delay or failure to act shall not act as a waiver of any rights herein. This Personal Guaranty shall survive termination or expiration of the Lease for a period of two (2) year after such termination or expiration. Prior to taking possession of the Premises, Tenant shall provide to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to City company documentation demonstrating each Guarantor’s addressaffiliation with Tenant as well as personal addresses, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legalitycontact information, and enforceability driver’s license numbers with state of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementlicensure for each Guarantor.
Appears in 1 contract
Sources: Lease Agreement
Personal Guaranty. Unless User has obtained a written waiver signed In consideration of credit extended by AutobooksCarrier Enterprise, User’s owners LLC (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “GuarantorsCE”) jointly, severally, to undersigned agrees to the "Terms and unconditionally guaranty Conditions of Sale" of CE and that this Guaranty shall be governed by the law of the state in which this Guaranty is executed. The undersigned consents to Autobooks the full personal jurisdiction of the courts of that state and prompt payment of all amounts due waives and agrees not to Autobooks from User, whether arising under this Exhibit E assert that the action is brought in an inconvenient or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to Userimproper forum. This Guaranty is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors revocable by guarantor(s) upon thirty (30) days prior to: taking steps written notice to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount CE by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaidreturn receipt requested at the following address: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Carrollton, TX 75006. Such revocation shall not affect guarantors’ obligations hereunder through and including the effective date of the revocation. Guarantors authorize CE, without notice or demand and without affecting the guarantors’ liability hereunder, to each Guarantor’s addressextend, which may be modified by Guarantor by sending written notice renew or otherwise modify the terms of payment of the indebtedness owed CE or grant any indulgence or forbearance regarding such indebtedness. Guarantors waive any right to Autobooks. If require CE to institute any portion action against the applicant; all rights of or to presentments, demands for performance, notices of nonperformance, protest, notices of protest, notices of dishonor; and notices of acceptance of this guaranty is determined to be invalidGuaranty and of the existence, illegalcreation, or unenforceableincurring of new or additional indebtedness to CE. The guarantors hereby waive all defenses to payment except for payment in full. The guarantors hereby waive and release applicant from all claims to which the guarantors are or would, such provision shall remain enforceable at any time, be entitled by virtue of their obligations under this Guaranty, including any right to subrogation, reimbursement, contribution or similar right against the fullest extent permitted by law and the validityapplicant. GUARANTORS KNOWINGLY AND VOLUNTARILY, legalityABSOLUTELY, and enforceability of the remaining provisions will not in any way be affected or impairedIRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR SUIT ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS GUARANTY. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of CardsWitness Guarantor Signature Guarantor Name Soc. These User Guidelines are incorporated into and made part of Exhibit E of the AgreementSec. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.No. Date Witness Guarantor Signature Guarantor Name Soc. Sec. No. Date
Appears in 1 contract
Sources: Credit Agreement
Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty In order to Autobooks the full and prompt payment of all amounts due induce Lessor to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E Schedule with Lessee, the undersigned, jointly and severally, hereby irrevocably and unconditionally, guaranty, without such guarantydeduction or diminution by reason of counterclaim, offset, or defense, the prompt and complete payment under, whenever due, and performance of this Schedule to Lessor or its assigns, including any and all modifications, additions, supplements and amendments thereof, as well as all of Lessee's other Schedules with Lessor that have commencement dates not later than ten (10) days after Lessor receives written notice from the undersigned of their desire not to guaranty any additional Schedules. Guarantors understand The undersigned warrant and guaranty that this Schedule has been properly executed by Lessee, and agree that this guaranty shall be subject of full force and effect irrespective of any invalidity or unenforceability of the Schedule or any provisions thereof, or the existence, validity or value of any security. The undersigned hereby waive presentment notice of acceptance hereof, all notices of any kind to which we may be entitled, and all defenses of a 13 guarantor or surety. The undersigned consent that from time to time, without notice to or further consent from the undersigned and without releasing or affecting the undersigned's liability hereunder, the time for payment or performance under this Schedule may be extended or accelerated in whole or part, any security therefore may be exchanged, rescheduled, enforced, sold, scheduled or otherwise dealt with, the provision of any documents may be canceled, modified or waived, any other guarantors may be rescheduled, and any indulgence may be granted to Lessee, as Lessor may in its sole discretion determine. The obligation and liability of each undersigned is direct, continuing and unconditional, shall not be diminished or affected whether or not the Equipment is repossessed, and Lessor may in its sole discretion determine. The obligation and liability of each undersigned is direct, continuing and unconditional, shall not be diminished or affected whether or not the Equipment is repossessed, and Lessor shall not be required to proceed against Lessee or resort to any other right or remedy before proceeding against the undersigned under this guaranty. No payment by the undersigned, except payment in full of all liabilities hereunder, shall entitle the undersigned to be subrogated to any of the rights or remedies of Lessor under this Schedule. The undersigned warrant they have read this Schedule and hereby waive any and all rights to a trial by jury, and agree to the exclusive choice venue and jurisdiction contained therein, and agree that only full payment and performance of law and venue requirements the Schedule can discharge the undersigned's liability. (Guarantor hereby grants to lessor a security interest in all goods as those set forth in the Master Lease Agreement. Guarantors waiveThis guaranty shall be binding upon the undersigned and the heirs, to the fullest extent possible under lawrepresentatives, the defense successors and assigns of forum non convienshe undersigned, in favor of Lessor and Lessor's successors and assigns. Guarantors agree that notice may This guaranty cannot be provided to each Guarantor by personal delivery terminated or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which changed orally and no provision hereof may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not waived except in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”writing.) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.-------------------------------------------------------------------------------
Appears in 1 contract
Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksIn consideration of Ashley HomeStores, User’s owners Ltd. (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “GuarantorsLicensor”) jointlyexecuting a Trademark Usage Agreement (the “Agreement”) dated this 1st day of November, severally2006, with Hartsdale Convertibles, Inc. (the “Licensee”), and unconditionally guaranty to Autobooks for other good and valuable consideration, the full undersigned, for itself, its successors and prompt assigns, hereby guarantees payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as and the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks performance of all Guaranteed Amountscovenants, terms and conditions of the Agreement, to be paid, kept or performed by Licensee. Guarantor’s jointly Further, the undersigned hereby agrees to be personally bound by each and severally agree to pay all of Autobooks’s costs incurred every covenant, term and condition contained in enforcement of or collection under the Agreement and agrees that this guarantyPersonal Guaranty should be construed as though the undersigned executed an agreement containing the identical covenants, terms and conditions contained in the Agreement, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those provisions set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E Section 39 of the Agreement. Capitalized terms used but not defined here will have Upon the meanings ascribed to them in Exhibit E or occurrence of an event of default under the Agreement., the undersigned, its successors and assigns, does hereby promise and agrees to pay to Licensor all monies due and payable to Licensor under the covenants, terms and conditions of the Agreement. In addition, if Licensee fails to comply with any of the covenants, terms or conditions contained in the Agreement, then the undersigned, its successors and assigns, does hereby promise and agrees to comply with all covenants, terms and conditions of the Agreement for and on behalf of Licensee. The undersigned waives: (i) notice of demand for payment of any indebtedness or nonperformance of any obligations hereby guaranteed; and (ii) protest and notice of default to any party respecting the indebtedness or nonperformance of any obligations hereby guaranteed. In connection with any default or other action arising under the Agreement, the undersigned understands and agrees that Licensor may proceed directly against the undersigned, without first bringing an action against Licensee or any other person. Dated: this 1st day of November, 2006. PERSONAL GUARANTOR By: H▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Its CEO The undersigned, immediately prior to the execution of a Trademark Usage Agreement (“Agreement”) between Ashley HomeStores, Ltd. (“Licensor”) and Hartsdale Convertibles, Inc. (“Licensee”) make the following representations and acknowledgments:
Appears in 1 contract
Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksIn consideration for the extension of credit to the Applicant, User’s owners the undersigned (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “GuarantorsGuarantor”) jointly, severally, jointly and severally personally and unconditionally guaranty guarantees to Autobooks HVAC Distributors, Inc. (“HVAC”), for the full and benefit of HVAC, (i) the prompt payment when due (whether by acceleration or otherwise) of all amounts due owed by Applicant to Autobooks from UserHVAC in connection with the purchase of the Products, whether and (ii) all other obligations of Applicant arising under this Exhibit E or otherwise (“Guaranteed Amount”)in connection with the purchase of Products, including but not limited toto interest and attorneys’ fees. Each undersigned Guarantor’s liability under this Guaranty shall be several and not joint with any other guarantor. Guarantor hereby guarantees that the obligations of Applicant will be paid in accordance with HVAC’s Standard Terms and Conditions of Sale, all: processing fees; chargebacks; Card Brand feesMaster Dealer Agreement, finesand the terms of this Guaranty. This Guaranty is continuing and irrevocable, penaltiesand Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty,” which risk includes the possibility that Applicant will contract additional indebtedness with HVAC for which Guarantor may be liable hereunder after Applicant’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or assessments; not Applicant has properly authorized incurring such additional indebtedness. Guarantor further acknowledges that (i) no oral representations, including any governmental fees; fines; penalties; representations to extend credit or assessments; provide other financial accommodations to Applicant, have been made to induce Guarantor to enter into this Guaranty, and (ii) any extension of credit to Applicant shall be governed solely by the provisions of the Agreement. The liability of Guarantor under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect until the payment in full of the obligations, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation, any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment other action or inaction under or in respect of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to Useragreement between HVAC and Applicant. This Guaranty is a guaranty of payment and not of collection. HVAC shall be under no obligation to institute suit, exercise rights or remedies or take any other action against Applicant or any other person liable with respect to any of the guaranteed obligations or resort to any collateral security held by them to secure any of the guaranteed obligations as a condition precedent to any Guarantor being obligated to perform as agreed herein, and Autobooks Guarantor hereby waives to the full extent permitted by law any and all rights which it may seek recourse have by statute or receive otherwise which would require HVAC to do any of the foregoing. To the fullest extent permitted by applicable law, Guarantor hereby waives any rights to interpose any defense (other than the defense of payment from Guarantors prior to: taking steps in full of the obligations, to collect Guaranteed Amounts from User; taking steps to enforcethe extent of any such payment), acceptcounterclaim or offset of any nature and description which it may have or which may exist, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in failure of consideration, breach of warranty, fraud by Applicant, statute of frauds, bankruptcy, defenses and rights of a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute surety, infancy, statute of limitations, accord and unconditionalsatisfaction, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expensesusury. This guaranty Guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guarantysecured by the Products as collateral. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.GUARANTOR DATE: ADDITIONAL GUARANTOR DATE:
Appears in 1 contract
Sources: Credit Application
Personal Guaranty. Unless User has obtained you are a written waiver signed sole proprietorship, all of your obligations under this Agreement shall be personally guaranteed by Autobooks, User’s owners (all of the individuals who are your direct or indirect shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, members or other highest ranking officer) owners (collectively collectively, the “Guarantors”). No corporation, partnership, limited liability company or other entity may be a Guarantor. Rather, the individuals who directly or indirectly own each corporation, partnership, limited liability company or other entity that is one of your owners shall constitute Guarantors. All of the Guarantors must execute this Agreement. In consideration of and as a material inducement to us to enter into this Agreement with you (for purposes of this personal guaranty, “this Agreement” shall include this Agreement and any modification, extension and amendment of this Agreement), the Guarantors agree as follows:
(a) jointly, severally, The Guarantors hereby guarantee the satisfactory performance by you of this Agreement in accordance with all its terms and unconditionally guaranty to Autobooks the full and prompt payment conditions. If you default in performance of all amounts due to Autobooks from User, whether arising your obligations under this Exhibit E or otherwise (“Guaranteed Amount”)Agreement, including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors shall be severally liable for the full and immediate payment a pro rata share of any Guaranteed Amountand all liabilities, or any portion thereofdamages, which has not been paid by Autobooks to User. This is a guaranty of payment claims, judgments, costs and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral expenses (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorneyattorneys’ fees) incurred by us in connection with your default. Each Guarantor’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty share shall be subject to determined by multiplying the exclusive choice total liability of law and venue requirements all the Guarantors under this personal guaranty times such Guarantor’s percentage ownership interest in you, as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. below.
(b) This personal guaranty will survive termination is a continuing one and shall terminate only on the satisfaction of each and every obligation of you under this Agreement.
(c) The Guarantors waive any right to notices that may be required by law. Examples of such notices are notice of acceptance of this Exhibit E. These User Guidelines personal guaranty, notice of any modification, extension and amendment of this Agreement, and notice of any default by you.
(“User Guidelines”d) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect This personal guaranty shall inure to the Card Processing Services benefit of us and User’s acceptance our successors and assigns and be binding upon the Guarantors and their heirs, successors and assigns.
(e) Any provisions of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized this Agreement which by their terms used but not defined here will have the meanings ascribed or may have application to them in Exhibit E this personal guaranty or the AgreementGuarantors shall be deemed to the extent of such application to apply to this personal guaranty and the Guarantors. Examples of such provisions are paragraphs 6, 14-18 and 23. This contract has been downloaded from the Iowa Department of Justice ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/. Viewing has been authorized free of charge
Appears in 1 contract
Sources: Long Term Hog Procurement Agreement
Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise The undersigned (“Guaranteed AmountGuarantor”), including but not limited toin consideration for and as an inducement to Source One Personnel, all: processing fees; chargebacks; Card Brand feesInc. (“Source One”) to enter into a certain Promissory Note for the principal amount of $200,000 of even date herewith (“Note 3”) whereby Source One is Lender and Stratus Services Group, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due Inc. (“Stratus”) is Borrower and pursuant to third parties as the result terms of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for certain Modification of Forbearance Agreement of even date herewith between Source One and Stratus,(attached as Exhibit A”), that Guarantor does hereby absolutely and unconditionally personally guaranty to Source One, its successors and assigns, the full payment and immediate performance of Stratus of all the terms and conditions imposed upon Stratus in Note 3, together with the payment of $629,547 due by Stratus to Source One by June 30, 2002, pursuant to the terms of the Modification of Forbearance Agreement, constituting monies due and past due under Note 1 and Note 2 through June 30, 2002, along with the monies due under Note 3, totaling $829,547. Guarantor is not guarantying payment of any amount in excess of such $829,547 (the “Guaranteed AmountSum”), except for interest due under Note 3, costs of collection of Note 3 and costs of collection of this Guaranty, including attorneys fees. (Notes 1, 2 and 3 are referred to herein as the “Notes”). Except as set forth below, Guarantor hereby expressly waives any notice of nonpayment, nonperformance, nonobservance, or default, notice of protest and protest of the Note on the part of Stratus. Guarantor further covenants and agrees that this Guaranty shall remain and continue in full force and effect as to any portion thereoffurther modification of the Forbearance Agreement and during the extension of the term of the Forbearance Agreement. Guarantor agrees to pay all costs incurred by Source One in enforcing this Guaranty, which has including reasonable attorneys’ fees. In the event Guarantor fails to perform the obligations herein and to promptly comply with a demand by Source One for payment and performance of the Notes and the Guaranteed Sum, with such default continuing for a period of ten (10) days after written notice to Guarantor of such default, Source One shall immediately have all available rights and remedies in law and in equity against Guarantor. Guarantor acknowledges and agrees that this is not been paid by Autobooks to Usera Guaranty of Collection. This It is a guaranty primary obligation to Source One. Liability on this Guaranty shall not be conditional or contingent upon the pursuance by Source One or anyone else of payment and not of collectionwhatever remedies it may have against Stratus nor shall Source One be required to exhaust, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence way look for the security that Source One now has or that Source One may obtain or acquire in collecting or attempting to collect the amount by any meansfuture. Guarantor’s liability shall be absolute and unconditional, and Source One shall not be discharged for obligated or required to pursue any remedies it may have against Stratus, prior to pursuing any remedy against Guarantor. Not in limitation of the generality of the foregoing, the liability of Guarantor hereunder shall remain effective and enforceable even though Stratus’s liability under the Notes or Loan Documents may be unenforceable or even though recovery against Stratus may be barred by a statute of limitations, bankruptcy or otherwise. Guarantor waives any defense arising by reason other than of any cause whatsoever, of the final and full payment to Autobooks liability of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expensesStratus. This guaranty Guaranty shall continue in full force and effect, notwithstanding any insolvency or bankruptcy of Stratus. Guarantor acknowledges that the granting of the loan evidenced by Note 3 to Stratus will result in material benefits to Guarantor. Guarantor represents that the personal financial statement submitted to Source One, dated June 3, 2002 is freely true and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guarantyaccurate in all material respects. Guarantors understand and agree that this guaranty This Guaranty shall be subject interpreted according to the exclusive choice laws of law and venue requirements as those set forth in the AgreementState of New Jersey. Guarantors waive, Guarantor agrees to submit to the fullest extent possible under lawjurisdiction of the courts of ▇▇▇▇▇▇ County, New Jersey to enforce the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion terms of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the AgreementGuaranty.
Appears in 1 contract
Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksI/We hereby guarantee to Forte Payment Systems, User’s owners (shareholdersits successors and assigns, membersthe full, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severallyprompt, and unconditionally guaranty to Autobooks complete performance of Merchant and all of Merchant’s obligations under the full Merchant Services Application and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise Agreement (the “Guaranteed AmountAgreement”), including but not limited toto all monetary obligations arising out of Merchant’s performance or non-performance under the Agreement, all: processing fees; chargebacks; Card Brand fees, fines, penalties, whether arising before or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as after temination of the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to UserAgreement. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for or otherwise affected by any reason other than waiver, indulgence, compromise, settlement extension of credit, or variation of terms of the final and full payment Agreement, unless specifically discharged or amended. I/We understand that my/our obligations are independent of Merchant's obligations. I/We understand that I/We have no right to Autobooks enforce a remedy which Forte now has or may later have against Merchant nor to participate in security now or later held by Forte. I/We hereby waive any notice of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all acceptance of Autobooks’s costs incurred in enforcement of or collection under this the guaranty, including without limitation reasonable attorney’s fees notice of non-payment or Payment Systems any information reasonably requested by Forte Payment Systems from time to time concerning my/our financial condition(s), business history, business relationships and expensesemployment information. This guaranty is freely and voluntarily givenI/We have read, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that to be bound by the Terms & Conditions provided to Merchant and those Terms & Conditions contained in the Merchant Application & Agreement. PRIMARY GUARANTOR , an individual NAME PRINTED DATE SECONDARY GUARANTOR , an individual NAME PRINTED DATE This Merchant Services Application and Agreement (”MSAA”), along with the Terms and Conditions attached hereto, serves as Merchant Agreement by and between Forte Payments Systems (”Forte”) and the Merchant named above (“Merchant” “you”). A copy of the Terms and Conditions, Version Number 14.08.01 has been provided to you. A TRANSACTION TO FORTE HEREUNDER, MERCHANT WILL BE DEEMED TO HAVE ACCEPTED THE MERCHANT SERVICES TERMS & CONDITIONS; 3) All information provided in this guaranty shall be subject MSAA and supporting documents is true and accurate; 4) Merchant authorizes Forte to debit and/or credit the account(s) listed above, or other accounts maintained by merchant , for any amounts owed in accordance with the MSAA and the Terms and Conditions; 5) Merchant authorizes Forte to order a credit report on Merchant and/ as provided in Appendix B to the exclusive choice of law Terms and venue requirements as those set forth in the AgreementConditions. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.SIGNATURE: DATE: PRINTED NAME: TITLE: SIGNATURE: DATE: PRINTED NAME: TITLE:
Appears in 1 contract
Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksAs consideration for the Seller extending credit to the Applicant, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”Guarantor(s), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as jointly and severally hereby personally guarantee the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amountobligation of the Applicant to the Seller. Therefore, or each Guarantor hereby agrees to pay the Seller on demand, without offset, any portion thereof, which has not been paid sum due to the Seller by Autobooks to Userthe Applicant. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree Guarantor further agrees to pay all c osts of Autobooks’s costs incurred in enforcement of or collection under this guaranty, c ollection including without limitation reasonable attorney’s fees fees. T his Guaranty shall be a c ontinuing and expensesirrevocable guaranty and indemnity for indebtedness of the Applicant. The Guarantor hereby agrees, to the extent permitted by law, to waive the Homestead exemption, notice of ac ceptance, notice of presentment, demand, non-payment, dishonor and protest, along with the right to require Seller to proceed against the Applicant. Furthermore, Guarantor consents to and waives notice of any modification, amendment or extension of the terms of the Agreement hereby guaranteed. Guarantor hereby authorizes Seller to obtain and use Consumer Reports from time to time on the Guarantor for the sole purpose of evaluating current and ongoing credit worthiness in connection with the extension of business credit. This guaranty is freely Personal Guaranty shall not to exceed five million dollars ($5,000,000) and voluntarily given, and Guarantors recognize that Autobooks would will remain in force for ten (10) years from date of last sale. Guarantor may revoke this Personal Guaranty only by providing Seller’s Credit Manager written notice via certified mail of i ts intent to revoke. Re vocation shall not enter into this Exhibit E without relieve Guarantor of obligations incurred prior to receipt of such guaranty. Guarantors understand and agree that this guaranty shall be notice subject to the exclusive choice of law and venue requirements as those limit set forth in the Agreementabove. Guarantors waiveSubsequent agreements and credit applications shall not serve to alter, to the fullest extent possible under law, the defense of forum non convienssupersede or otherwise modify this Personal Guaranty. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.Printed Name Social Security # Date Printed Name Social Security # Date
Appears in 1 contract
Sources: Credit Application, Guaranty & Master Sales Agreement
Personal Guaranty. Unless User has obtained In consideration of the extension of credit to ("Applicant"), the undersigned, jointly, severally and unconditionally guarantees and promises to pay all amounts now owing or which may hereinafter become owing by the Applicant to Opifex LLC ("Opifex"). It is understood and agreed that this is a written waiver signed by Autobookscontinuing guaranty and Opifex shall not be obligated to notify the undersigned of the dates or amounts of any such credit, User’s owners (shareholders, members, partners, or independent contractors, as that the case may be, or in the case undersigned waives demand and notice of ten or more such owners, User’s President, CEO, default and agrees that any extension of time or other highest ranking officerforbearance, which may be granted by Opifex shall not affect or alter Opifex's rights under this guaranty. The undersigned further waives: (a) notice of acceptance of this guaranty; (collectively “Guarantors”b) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt any demand for payment under this guaranty; (c) benefit of all amounts due exemptions and homestead laws; (d) all set-offs and counterclaims; and (e) all other notices to Autobooks from User, whether arising under this Exhibit E which the undersigned might otherwise be entitled. The undersigned for themselves and the Applicant further agrees to pay a service charge to Opifex at the maximum rate allowed by the laws of the jurisdiction where the originating Opifex location(s) stated on the invoice(s) is located on all delinquent balance(s) as well as all costs and expenses Opifex incurs in connection with the collection of any delinquent balance or otherwise (“Guaranteed Amount”)any other default by the Applicant on any agreement or transaction the Applicant may enter into with Opifex, including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full without limitation reasonable attorney's fees and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to Userall other fees arising from collection. This is a guaranty of payment and not of collectioncollection and the undersigned further waives any right to require that any action be brought against the Applicant or other person or to require that resort be had to any security. The undersigned's obligation shall remain effective and be enforceable regardless of any subsequent incorporation, and Autobooks may seek recourse reorganization, merger or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforceconsolidation transfer or sale of the Applicant or any other change in the composition, acceptnature, personnel, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect location of the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expensesApplicant. This guaranty is freely shall inure to the benefit of Opifex, its successors and voluntarily givenassigns and shall bind the heirs, executors, personal representatives, administrators, assignees, purchasers, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to other successors of the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooksundersigned. If any portion provision or part of this guaranty is determined to be invalidin conflict with any applicable statute or rule of law, illegalsuch provision, or unenforceablepart thereof, such provision as the case may be, shall remain enforceable be deemed null and void to the fullest extent permitted by law and the validitythat it may conflict therewith, legality, and enforceability of but without invalidating the remaining provisions will hereof or the remaining part of such provision. The undersigned hereby consent(s) to Opifex's use of a non-business consumer credit report on the undersigned in order to further evaluate the credit worthiness of the undersigned as principal(s), proprietor(s), and/or grantor(s) in connection with the extension of business credit as contemplated by this credit application. The undersigned hereby authorize(s) Opifex to obtain and utilize a consumer credit report on the undersigned from time to time in connection with the extension or continuation of the business credit represented by the credit application. The undersigned as (an) individual(s) hereby consent(s) to the use of such credit report consistent with the Federal Fair Credit Reporting Act as contained in 15 USC§ 1681 et seq. The undersigned's obligations hereunder may be canceled only by written notice delivered to Opifex by certified mail, with proof of delivery. Upon receipt by Opifex of such cancellation notice, the undersigned shall not be liable for any further extensions of credit to the Applicant; however, the undersigned shall continue to be liable for all indebtedness of Applicant incurred prior to the date of Opifex's receipt of the cancellation notice, together with all pre- and post- cancellation service charges, reasonable costs of collection, including attorney's fees, incurred in Opifex's efforts to collect any indebtedness incurred prior to the date of receipt of the cancellation notice. The undersigned agrees that any and all claims of the undersigned against the Applicant shall be subordinate and subject in right of payment to the prior payment in full of all indebtedness to Opifex by Applicant. In consideration of Opifex's extension of credit to Applicant, the undersigned hereby expressly waives any right of trial by jury in any way proceeding arising out of, or relating to, this guaranty, to the extent allowed by the laws of the State of Delaware. The undersigned further consents to jurisdiction and venue for any such action in Kent County, State of Delaware. The undersigned recognizes the obligation both of the Applicant and the undersigned to cause that portion of all payments received by Applicant which include payment to Applicant for the equipment and supplies furnished by Opifex pursuant to this agreement to be affected held in a separate account in trust for payment to Opifex. The undersigned agrees that the Applicant shall not use said payments for any other purpose until payment in full has been made to Opifex. The undersigned agrees to act as a fiduciary for payment to Opifex in exchange for the Applicant's ability to rent and/or purchase equipment and supplies on credit. The undersigned agrees that any failure to hold payments in trust for Opifex shall create a debt which is not dischargeable in bankruptcy and which shall be an exception to discharge pursuant to the terms of 11 U.S.C.§523(a)(4) and (6). The undersigned agrees to be bound, by the Online Rental Agreement Terms and Conditions [▇▇▇▇▇://▇▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇-▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/ugd/6bc5f2_1b966ff250c14b4590fe7c30cf1977c7.pdf], as amended from time to time (collectively the "Rental Agreement"). Such terms and conditions include, but are not limited to, indemnification and limitation of liability provisions that may affect the undersign's liability. The undersigned acknowledges that the Rental Agreement terms and conditions may change over time and agrees to be bound by such terms and conditions in use at the time of each rental or impairedsales transaction in the jurisdiction where the purchase or rental occurs. This personal guaranty will survive termination The terms and conditions of the Rental Agreement are incorporated herein by reference and constitute a part of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with Credit Agreement and guaranty, regardless of whether the Rules and other Card Brand requirements with respect to Rental Agreement is executed by an authorized representative of Applicant or the Card Processing Services and User’s acceptance of Cardsundersigned. These User Guidelines are incorporated into and made part of Exhibit E A copy of the Agreementcurrent terms and conditions of the Rental Agreement is available upon request. Capitalized terms used but not defined here will have Individual Signature Date Signed Print Name of Individual Social Security Number Home Address City State ZIP ■ Witness Signature Date Print Name of Witness ■ Has Applicant or any of its owners, partners, officers, directors, or managing members, or any guarantor, ever been a debtor in a voluntary or an involuntary bankruptcy Yes D No filing, had a receiver appointed, or made an assignment for the meanings ascribed to them benefit of creditors? Has any of Applicant's owners, partners, officers, directors, or managing members ever been an owner, partner, officer, director, or managing member of any business Yes D No enterprise which was a debtor in Exhibit E a voluntary or an involuntary bankruptcy filing, had a receiver appointed, or made an assignment for the Agreement.benefit of creditors? ■
Appears in 1 contract
Sources: Rental Agreement
Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksIn order to induce AFI to enter into the foregoing Agreement, User’s owners each of the undersigned guarantors (shareholdersindividually) and collectively, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “GuarantorsGuarantor”) jointlyhereby jointly and severally unconditionally guarantees reimbursement to AFI, severallywhen due, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from Userindebtedness, whether arising of any kind whatsoever, presently existing and hereafter arising, of the Dealer under this Exhibit E such Agreement or otherwise (collectively, the “Guaranteed AmountObligations”)) (and its successors and assigns, including but not limited tocollectively, allthe “Dealer”) to AFI on the following terms and conditions: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of reimbursement for the full amount of the advance check to AFI if the dealer fails to honor the said above warranties. The Guarantor hereby expressly waives the following: notice of the incurring of indebtedness by any obligor; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing an Obligation; any right to require suit against the Dealer or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; notice of acceptance of this Guaranty; notice of any default hereunder or under any agreement evidencing any Obligation; all other notices and not demands otherwise required by law which the Guarantor may lawfully waive; and any right of collectionsubrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim or remedy of the Dealer against AFI or any collateral security that AFI now has or hereafter acquires, and Autobooks may seek recourse the Guarantor agrees that any such rights are expressly subordinate to the rights and remedies of the AFI until the Obligations are paid in full. The Guarantor hereby expressly agrees that AFI may, in its sole and absolute discretion, without notice to or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect further assent of the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected releasing, affecting or impaired. This personal guaranty will survive termination impairing the obligations and liabilities of this Exhibit E. These User Guidelines the Guarantor hereunder: (“User Guidelines”i) are provided to facilitate waive compliance with the Rules and with, or any default under, or grant any other Card Brand requirements indulgences with respect to the Card Processing Services and User’s acceptance to, any Obligation or any agreement or instrument securing any Obligation; (ii) modify, amend or change any provisions of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.any Obligation;
Appears in 1 contract
Sources: Dealer Agreement
Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E D or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E D without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. D. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E D of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E D or the Agreement.
1. Card Acceptance Guidelines
(a) Communication with Cardholders. User should ensure that the Cardholder is easily able to understand that it is responsible for the transaction, including delivery of the goods or provision of the services that are the subject of the transaction, and for customer service and dispute resolution, all in accordance with the terms applicable to the transaction. User will prominently and clearly disclose to the Cardholder at all points of the interaction that it is the merchant, and User should provide the Cardholder its location (physical address) so that the Cardholder can easily distinguish User from any other supplier of products or services. User’s name and location, as disclosed to the Cardholder, must be the same as provided in authorization and clearing transaction messages. Except as expressly authorized by Autobooks or Bank, User may only accept Cards within the United States.
Appears in 1 contract
Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksThe undersigned (herein "Guarantors") hereby personally, User’s owners (shareholdersunconditionally and irrevocably guarantee to LANDLORD, membersits successors and assigns, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt complete performance of all of the terms and provisions of the foregoing Lease to be performed by TENANT including, without limitation, the payment of all amounts rent and other charges becoming due under the Lease. Guarantors hereby waive acceptance of this guaranty by LANDLORD, notice of default, and any and all defenses which would be available to Autobooks from Userguarantors. Guarantors agree that their liability hereunder is primary and not secondary, whether arising and that LANDLORD may proceed directly against Guarantors without first proceeding against TENANT or any collateral which may be given as security for the performance of TENANT's obligations under this Exhibit E the Lease. LANDLORD may, without in any way affecting the liability of Guarantors hereunder, release any collateral granted as security for the performance of TENANT's obligations under the Lease, release any party liable for the performance of TENANT's obligations under the Lease, take additional collateral or additional guaranties, or amend or modify the terms or provisions of the Lease. In the event LANDLORD sells, mortgages or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penaltiestransfers the property which is subject to the Lease, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s assigns LANDLORD's interest in any collateral (including but not limited the Lease to amounts in a reserve account); third party, such grantee, mortgagee or in any other respect exercise any diligence in collecting or attempting to collect assignee may enforce the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection LANDLORD's rights under this guaranty, including without limitation reasonable attorney’s fees and expensesthe same as though such party had been the original beneficiary hereof. This guaranty If there is freely and voluntarily givenmore than one Guarantor hereto, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty Guarantors' liability shall be subject to the exclusive choice of law joint and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementseveral.
Appears in 1 contract
Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s 's owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s 's President, CEO, or other highest ranking officer) (collectively “"Guarantors”") jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E B or otherwise (“"Guaranteed Amount”"), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s ' interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s 's liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s 's jointly and severally agree to pay all of Autobooks’s ' costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s 's fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E B without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s 's address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. B. These User Guidelines (“"User Guidelines”) " are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s 's acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E B of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E B or the Agreement.
Appears in 1 contract
Sources: Td Online Accounting Agreement
Personal Guaranty. Unless User has obtained To induce TransAct to enter into this Program and knowing that TransAct is relying on this guaranty as a written waiver signed by Autobooksprecondition to entering into this Program, User’s owners I, the undersigned (shareholders"Guarantor"), membersindividually, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, absolutely and unconditionally guaranty to Autobooks TransAct the full and prompt payment when due of all amounts due of Merchant’s obligations to Autobooks TransAct under the Program irrespective of any other circumstance which might otherwise constitute a defense to this guaranty. TransAct shall not be required to proceed against Merchant or enforce any other remedy before proceeding against me. I agree to pay all reasonable attorneys' fees and other expenses TransAct incurs in enforcing this guaranty and Program. I consent to any extension or modification granted to TransAct, and the reprogram and/or compromise of any obligation of TransAct or any other obligors and guarantors shall not in any way reprogram me from User, whether arising my obligations under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to Userguaranty. This is a continuing guaranty of payment and not of collectionshall bind my heirs, successors and assigns, and Autobooks may seek recourse be enforced by or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, for the benefit of any assignee or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks successor of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expensesTransAct. This guaranty is freely and voluntarily givenany and all matters in dispute between me and TransAct whether arising from or relating to the guaranty itself, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guarantyor arising from alleged matters occurring prior to, during, or subsequent to the execution of the guaranty ("Dispute"), shall be governed by the laws of the State of Texas. Guarantors understand and agree that All Disputes relating to this guaranty shall be litigated exclusively in the federal or state courts located in the State of Texas and County of Fort bend notwithstanding that other courts may have jurisdiction over the parties and the subject matter, and I freely consent to the exclusive choice jurisdiction of law and venue requirements as those such courts, including without limitation, the Civil Court of the City of Missouri City. TransAct may properly serve me with legal process via certified mail by mailing same to my address set forth in herein or to my current or last known address at the Agreementtime of suit. Guarantors waiveI WAIVE, INSOFAR AS PERMITTED BY LAW, TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR IN ANY WAY RELATING TO THIS PROGRAM OR GUARANTY. I agree not to pursue a claim against TransAct or its assigns as part of a class action or other representative action, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law applicable law. I expressly authorize TransAct or its servicing agents or assigns continuing authority to obtain one or more investigative and the validity, legalityother credit reports from a credit bureau or credit reporting agency and to conduct one or more credit checks concerning my credit history, and enforceability acknowledge that TransAct may furnish information relating to this Program and guaranty to one or more credit reporting agencies. Disputes or inaccuracies regarding information Merchant furnishes to a credit reporting agency shall be sent to Merchant at its address listed above. Upon your written request, we will inform you whether or not a credit report was requested, and if such report was requested, of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules name and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E address of the Agreement. Capitalized terms used but not defined here will have consumer reporting agency that furnished the meanings ascribed to them in Exhibit E or the Agreementreport.
Appears in 1 contract
Personal Guaranty. Unless User has obtained In consideration of credit being extended by Christian County Limestone Company, L.L.C. d/b/a written waiver signed Pana Limestone Quarry Company (“Pana Limestone”) to the above-named Applicant for goods and/or services to be furnished by AutobooksPana Limestone, User’s owners (shareholderswhether Applicant is an individual, membersa sole proprietorship, partnersa partnership, or independent contractorsa limited liability company, as the case may be, or in the case of ten or more such owners, User’s President, CEO, a corporation or other highest ranking officerentity, the undersigned guarantor(s) (collectively individually and collectively, “GuarantorsGuarantor”): (1) agrees to be jointly, severally, and unconditionally guaranty to Autobooks individually liable for the full and prompt payment faithful payment, when due, of all amounts due to Autobooks accounts of Applicant for all purchases heretofore or hereafter made by Applicant from UserPana Limestone, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”)and of all amounts, late charges and collection costs, including but not limited toattorneys’ fees and court costs, all: processing feesdue from Applicant pursuant to the Credit Agreement in addition to all other sums due; chargebacks(2) grants Pana Limestone the right to obtain credit and financial information concerning Guarantor at any time and from all available sources; Card Brand fees(3) waives all notice of acceptance of this Guaranty, finesnotice of extension of credit to Applicant, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collectionpresentment, and Autobooks may seek recourse or receive demand for payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforceon Applicant, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute protest and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion Guarantor of this guaranty is determined to be invalid, illegal, dishonor or unenforceable, such provision shall remain enforceable to the fullest extent permitted default by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected Applicant or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s any security held by extension of time of payment to Applicant, acceptance of Cards. These User Guidelines are incorporated into partial payment or partial compromise, all other notices to which Guarantor might otherwise be entitled and made part of Exhibit E demand for payment under this Guaranty; (4) waives any right to trial by jury in any civil action arising out of, or based upon, the Credit Agreement or this Guaranty; (5) agrees that the Credit Agreement and this Guaranty shall be governed by the laws of the Agreement. Capitalized terms used but not defined here State of Illinois and Guarantor voluntarily and freely submits to jurisdiction in Sangamon County, Illinois, if any dispute arises out of the course of business between Applicant, Guarantor and Pana Limestone; and (6) agrees that this is a continuing guaranty and will have the meanings ascribed to them remain in Exhibit E or the Agreementfull force and effect until revoked in writing by Guarantor and received and accepted by Pana Limestone at its Springfield, Illinois office.
Appears in 1 contract
Sources: Credit Agreement
Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E D or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s ’ interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s ’ costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E D without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviensconveniens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. D. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E D of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E D or the Agreement.
Appears in 1 contract
Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, UserThe undersigned agree and acknowledge that he/she/they/it (“Guarantor”) are signing this Agreement in Guarantor’s owners (shareholders, members, partners, or independent contractorsindividual capacity, as well as in Guarantor’s capacity as a person authorized to execute this Agreement on behalf of the case may be, or in the case Buyer. Guarantor understands that Guarantor’s single signature below makes Guarantor personally responsible and liable for all of ten or more such owners, UserBuyer’s President, CEO, or present and future indebtedness to Arcadia and for all other highest ranking officer) (collectively “Guarantors”) jointly, severallyliabilities of Buyer to Arcadia. Guarantor jointly and severally personally guarantees performance of all obligations, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due indebtedness, of Buyer to Autobooks from UserArcadia including all renewals, whether arising under this Exhibit E modifications, and extensions of such obligations or otherwise indebtedness. Guarantor waives the benefit of any limitations affecting Guarantor’s liability hereunder or the enforcement thereof to the extent permitted by law. Without limiting the generality of the forgoing waiver, Guarantor’s personal guaranty shall not be deemed to be suspended, stayed, released, terminated, limited, or discharged by: (“Guaranteed Amount”)i) any modification, substitution, settlement, supplement, extension of time, or compromise with or granted to Buyer; (ii) any change in the relationship between Guarantor and Buyer, including the sale of any or all of Guarantor’s ownership interest in Buyer; (iii) the execution of any new or additional guarantees by Guarantor or by others; (iv) any change whatsoever in the business relationship between Arcadia and Buyer, including but not limited toto any change in payment or credit terms, all: processing fees; chargebacks; Card Brand fees, fines, penaltiesamount of credit, or assessmentsamount of service charges; (v) any governmental feestransfer by anyone of new or additional security for payment of Buyer’s indebtedness or performance of Buyer’s contractual obligations to Arcadia; fines; penalties; (vi) the bankruptcy of Buyer or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors an assignment for the full and immediate payment benefit of any Guaranteed Amount, or any portion thereof, which has not been paid creditors by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.Buyer;
Appears in 1 contract
Sources: Sales Agreement
Personal Guaranty. Unless User has obtained a written waiver signed The undersigned, jointly and severally, in consideration of the monthly billing privileges requested by Autobooksthe Applicant, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or do hereby unconditionally guarantee and promise to pay any and all obligations of said Applicant which have in the case of ten past or more such owners, User’s President, CEO, may in the future be owing to the Seller on open-account or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guarantyotherwise, including without limitation service charges. The undersigned agree to all the terms of the aforementioned Sales Agreement. The undersigned waive any right to require Seller to proceed against Applicant or pursue any other remedy and any statute of limitations pertaining hereto; and the undersigned further waive all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guaranty and of the incurrence or modification of existing or additional indebtedness. No delay in the enforcement of this Guaranty shall affect the liability of any of the undersigned. In case Seller enforces the Guaranty, the undersigned, jointly and severally, shall pay Seller's reasonable attorney’s attorneys' and collection fees and expenses. This guaranty costs, whether or not any action is freely filed, including without limitation such fees and voluntarily givencosts related to collection, arbitration, trial and on any appeal, review, or reconsideration thereof, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guarantyfees and costs incurred after any award or judgment is entered. Guarantors understand The undersigned, jointly and severally, agree that this guaranty shall be subject to the exclusive choice of law same jurisdiction and venue requirements for any legal action on this Guaranty as those set forth agreed to by Applicant above in the Agreement. Guarantors waive, with seller having the sole right to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobookschoose among these jurisdictions and venues for any particular dispute. If any portion provision of this guaranty Guaranty is determined held to be invalid, illegal, illegal or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination remainder of this Exhibit E. These User Guidelines (“User Guidelines”Guaranty will continue in full force and effect. Guarantor(s) are provided acknowledge(s) that said transaction is a commercial transaction and waives guarantor’s(s’) rights to facilitate compliance with the Rules notice and other Card Brand requirements hearing allowed by any state or federal law with respect to any prejudgment remedy which USESI may desire to use, and further waives all requirements of diligence, demand, presentment for payment, notice of nonpayment, protest and notice of protest, and notice of any renewals or extensions under the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementcredit agreement.
Appears in 1 contract
Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksTHIS PERSONAL GUARANTY CREATES SPECIFIC LEGAL OBLIGATIONS. When we use the words you and your in this Personal Guaranty, User’s owners we mean the Personal Guarantor(s) indicated below. When we use the words we, us and our in this Personal Guaranty, we mean AT&T Capital Leasing Services, Inc. In consideration of our entering into the lease agreement identified above (shareholders"Lease"), members, partners, or independent contractors, as you unconditionally and irrevocably guarantee to us. our successors and assigns the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment and performance of all amounts due to Autobooks from User, whether arising obligations of the Customer Identified above ("Lessee") under the Lease. You agree that this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse that we can proceed directly against you without first proceeding against the Lessee or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforceagainst the equipment covered by the Lease. You waive all defenses and notices, acceptincluding those of protest, presentment and demand. You agree that we can renew. extend or perfect Autobooks’s interest in any collateral (including otherwise modify the terms or the Lease and you will be bound by such changes. If the Lessee defaults under the Lease, you will immediately perform all obligations of the Lessee under the Lease, including, but not limited to, paying all amounts due under the Lease. You will pay to amounts us all expenses (including attorneys' fees) incurred by us in enforcing our rights against you or the Lessee. This is a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall continuing guaranty which will not be discharged or affected by your death and will bind your heirs and personal representatives. You waive any rights to seek repayment from the Lessee until we have been paid in full for all amounts owed by the Lessee under the Lease. If more than one personal guarantor has signed this Personal Guaranty, each of you agree that your liability is joint and several. You authorize us or any reason of our affiliates to obtain credit bureau reports regarding your personal credit, and make other than the final and full payment to Autobooks of all Guaranteed Amountscredit inquiries that we determine are necessary. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guarantyTHIS PERSONAL GUARANTY IS GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. YOU CONSENT TO THE JURISDICTION OF ANY LOCAL, including without limitation reasonable attorney’s fees and expensesSTATE OR FEDERAL COURT LOCATED WITHIN MASSACHUSETTS. YOU EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY. NOT APPLICABLE NOT APPLICABLE ------------------------------- ------------------------------- Personal Guarantor Personal Guarantor ------------------------------- ------------------------------- Print Name Print Name Date: _________________________ Date: _______________________ ADDENDUM - SCHEDULE A TO LEASE AGREEMENT NO. SYNTHONICS TECHNOLOGIES, INC. This guaranty Addendum is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Lease agreement ("Agreement") identified above, by and between Synthonics; Technologies, Inc. and AT&T Capital Leasing Services, Inc. ("Leasing Services"). Capitalized terms used but not defined here will have the meanings ascribed same meaning given to them in Exhibit E or the Agreement.. Omnidata, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone (▇▇▇) ▇▇▇-▇▇▇▇
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