CROSS-CORPORATE GUARANTY - NACM



CROSS-CORPORATE GUARANTY

For and in consideration of the extension of credit by . (hereinafter called "Creditor") to a corporation, whose address is , (hereinafter called "Debtor") and for other good and valuable consideration, the undersigned, , (hereinafter called "Guarantor") hereby unconditionally guarantees the payment of all indebtedness, liabilities and obligations of every kind and nature of Debtor to Creditor, whether existing or to exist in the future, whether absolute or contingent (including liability pursuant to any guaranty or endorsement by Debtor) direct or indirect, due or to become due, heretofore or hereafter created, arising or existing, (all hereinafter referred to as the "Indebtedness") without limitation as to amount.

The undersigned hereby represents to and covenants and agrees as follows:

1) The within guaranty is a continuing and collateral guaranty, independent of and in addition to any other security, collateral, endorsement or guaranty held by Creditor for the Indebtedness or any part thereof. The undersigned's liability hereunder shall be deemed terminated only upon the actual receipt by Creditor of written notice of the revocation of this agreement by the undersigned; provided however that such termination shall be effective only as to any Indebtedness created or arising subsequent to such termination. The payment in full of outstanding Indebtedness at any time shall not discharge or otherwise affect the liability hereunder of the undersigned with respect to indebtedness thereafter created and arising prior to the termination of such liability as herein provided.

2) The liability hereunder of the undersigned shall not be impaired, altered or otherwise affected by the taking of any other or additional security for, or guaranty of the indebtedness or any part thereof, or by any neglect, failure or omission to hold, protect or rely or realize upon any such other or additional security or guaranty, or by any renewal, extension, modification, compounding, compromise or discharge of the indebtedness or any part thereof, whether before or after a termination of the undersigned's liability hereunder as herein provided, or by any other act or thing whatsoever, each and all of which the undersigned hereby consents to without notice to the undersigned. The liability hereunder of the undersigned shall be direct, immediate and absolute and shall not be conditional or contingent upon the pursuit, exercise or prosecution by Creditor of any other remedy or remedies whatsoever and Creditor shall have and may exercise against the undersigned any and all rights and remedies that it might against a principal Debtor upon a past due liquidated obligation.

3) Presentment for payment, demand, protest and notice of protest and non-payment to the undersigned, to Debtor and to all other persons of all bills, notes, checks, drafts, trade acceptances and other orders and promises for the payment of money, notice of the acceptance of this agreement, notice of the extension of credit and making of advances hereunder and notice of default hereunder are and each and all of them are hereby waived by the undersigned.

4) This Guaranty is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the State of New York and shall be in all respects governed, construed, applied and enforced in accordance with the laws of said State; and no defense given or allowed by the laws of any other state or country shall be interposed in any action hereon unless such defense is also given or allowed by the laws of the State of New York.

5) It is distinctly understood and agreed that said Creditor may enter suit against the undersigned for the recovery of the entire amount of said indebtedness hereby guaranteed, and may recover judgment therefore against the undersigned. It is also understood and agreed that in the event the said Creditor commences such suit then and in that event the undersigned shall pay for the cost of suit including attorney’s fees and commissions for collection, in addition to the indebtedness hereby guaranteed.

6) In the event Creditor places the collection of the indebtedness hereby guaranteed with an outside attorney for collection and such collection is had without suit it is agreed that the undersigned shall pay such attorneys’ commissions for collection in addition to the indebtedness hereby guaranteed.

7) If the undersigned is a corporation, partnership or other organization or association, this agreement is made and entered into by it in furtherance of its purposes, the execution of this agreement is not contrary to or a violation of its certificate of incorporation, charter, By-laws or any agreement or indenture to which it or its members are a party or by which it or its property or its members are bound and it and the party executing this agreement on its behalf each represent to Creditor that the undersigned is duly authorized to guarantee the indebtedness.

IN WITNESS WHEREOF, the undersigned has caused this agreement to be executed this day of

___________________________ {Name of Corporate Guarantor}

By: _______________________

(Name of Officer signing Guarantee)

_____________________{Title}

CORPORATE ACKNOWLEDGEMENT

STATE OF { } )

COUNTY OF { } ) SS:

On this day of , 20{ }, before me personally came to me personally known, who, being by me duly sworn, did depose and say the (s)he resides at , in the State of ; that (s)he is the of the corporation described in and which executed the foregoing instrument; that (s)he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and the (s)he signed his/her name thereto by like order.

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