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Limited Guaranty

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LIMITED GUARANTY


This Limited Guaranty ("Guaranty") is made by the following individuals with residence and mailing address as set forth below (referred to herein as the "Guarantors")


Slav Stein Roman Briskin
319 Poiniciana Dr.. 16711 Collins Ave. Apt. 408
N. Miami, Florida 33160 Miami, Florida 33160


to and for the benefit of KBK FINANCIAL, INC. ("KBK"), a Delaware corporation authorized to transact business in Texas.


A. KBK has contemporaneously herewith entered into that certain Account
Transfer and Purchase Agreement of even date herewith (such agreement,
and all amendments and modifications thereof, collectively, the
"Purchase Agreement"), to which reference is made for all purposes,
with AESP, Inc. (referred to herein as the "Seller"), pursuant to which
KBK has purchased or will purchase all right, title and interest in
certain accounts receivable of the Seller (the "Accounts"), on those
terms and conditions set forth in the Purchase Agreement.


B. KBK is willing to enter into the Purchase Agreement only if the
Guarantors execute and deliver this Guaranty to KBK.


NOW, THEREFORE, in consideration of the aforesaid premises and other good and valuable consideration, and for the purpose of inducing KBK to enter into the Purchase Agreement and to purchase accounts receivable from the Seller pursuant to the terms thereof, the sufficiency of which is hereby acknowledged, the Guarantors hereby covenant and agree as follows:


1. The Guarantors hereby unconditionally and irrevocably guarantee the
payment in full of any losses incurred by KBK under the Purchase
Agreement (collectively the "Obligations") to the extent that such
losses are related to or attributable to any of the following limited
circumstances only:


(a) In the event any of the representations and warranties set
forth in the first sentence of Section 9 of the Purchase
Agreement was not true when made or ceases to be true for any
reason.


(b) In the event that the Seller, the Guarantors, or any other
person, without receiving prior written consent from KBK,
shall cash, deposit, or retain, any checks, drafts, monies or
proceeds of the Accounts purchased by KBK, and the Seller
shall fail to immediately tender the entire amount of the same
to KBK.


Notwithstanding any provision to the contrary contained herein, the
Guarantors shall have no liability hereunder with respect to any
account which is not paid as a result of the financial inability of the
subject account debtor to pay such account.


2. KBK shall not be required, as a condition precedent to making a demand
upon the Guarantors or to bringing an action against the Guarantors
under this Guaranty, to make demand upon, or to institute any action or
proceeding, at law or in equity against the Seller or anyone else, or
to exhaust its remedies against the Seller, or anyone else, or against
any collateral security. All remedies afforded to KBK by reason of this
Guaranty are separate and cumulative remedies and it is agreed that not
one of such remedies, whether exercised by KBK o
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