For good and valuable consideration. Guarantor absolutely and unconditionally guarantees full and punctual Payment and satisfaction of the indebredness of Purchaser to Seller, and the perfomance and discharge and discharge of all Purchaser’s obligations under all of Seller’s invoices evidencing Purchaser’s purchase obligations in favor of seller. This is a guarantee of payment and performance and not of collection, so Seller can enforce this GUARANTEE agains: Guarantor even when Seller has not exhausted Seller’s remedies against anyone else obligated to pay the purchaser’s indebtedness. Guarantor will make any payments to Seller or its order, on demand, in same-day funds. Without setoff or deduction or conterclaim, and will otherwise perform Purchaser’s obligations under said notes. Under this GUARANTEE Guarantor’s liability is unlimited and Guarantor’ obligations are continuing.
The words ‘’indebtedness of Purchaser” as used in this GUARANTEE mean all of the principal amount outstanding. accrued unpaid interest thereon. and all service charges, collections costs and legal expenses related theretc permitted by law of LA and TX state, and resonable attorney’s fees, arising from all liabilities that Purchaser owes in favor of Seller.
Guarantor’s obligations and liability under this GUARANTEE shall be on a “solidary” or joint and several” basic along with Purchaser and along with all other guarantors of the. Indebtedness of Purchaser, to the same degree and extent as if Guarantor and all other such Guarantor had been co-makers and co-obligors of the indebredness of Purchaser. Guarantor herby expressly agrees the recourse may be had against both Guarantor’s separate property and Guarantor’s community property for all Guarantor’s obligations under this GUARANTEE.
a) Notice of Seller’s acceptance of this GUARANTEE:
b) presenment for payment: of indebtedness of Purchaser, notice of dishonor and of nonpayment, notice of intention to accelerate, notice of acceleration, protest and notice of protest, collection or institution of any suit or other action by Seller in collection thereof, including any notice of default in payment thereof, or other notise to, or demand for payment therefor, on any party; and c) any election of remedies by Seller that may destroy or impair Guarantor’s subrogation rights or garantor’s right to proceed for reimbursement against Purchaser or any other guarantor of the indebtedness of purchaser. incliding without limitation, any loss of right Guarantor may suffer by reason of any law limiting, qualifying or discharging Purchaser. Indebtedness.
GUARANTEE Guarantor warrants and agree that each of the waivers set forth above is made Guarantor’s full knowledge of its significance and consequences, and that, under the circumstances, such waivers are resonable and not contrary to public policy or law.
If Guarantor should advance or lend monies to Purchaser, or make any payment to Saller or other for or on Purchaser’s behalf. or if any of Guarantor’s property is used to pay or satisfy any of the indebtedness of Purchaser’s Guarantor hereby agrees that any and all rights that Guarantor may have to collect from or to be reimbursed by Purchaser (or from any other guarantor of the indebtedness of Purchaser), whether Gurantor’s rights of collection or reimbursement arise by way of subrogation to the rright of Seller or otherwise, shall in all respects, whether or not Purchaser’s is presently or subrogation becomes insolvent, be subordinate, inferior and junior to the rights of Seller to collect and enforce payment, perfomance and satisfaction of any indebtedness of Purchaser that then remains. Until the indebtedness of Purchaser is fully paid and satisfied. In the event of Purchaser’s insolvency or consequent liquidation of Purchaser’s assets, the assets of Purchaser applicable to the payments of claims of both Seller and Guarantor shall be paid to Seller and shall be first applied by Seller to the indebtedness of purchaser that then remains. Guarantor hereby assigns to Seller all claims which it may have or acquire against Purchaser or any assighee or trustee of Purchaser in bankruptcy. provided that such assignment shall be effective only for the purpose of assuring to Seller full payment of the indebtedness of Purchaser guaranteed under this GUARANTEE.
No course of dealing between Seller and purchaser or any other guarantor of the indebtedness of Purchaser.not any failure or delay on the part of Seller to exercise any of Seller’s rights and remedies under this GUARANTEE or any other agreement by and between Seller and Purchaser or any other guarantor shall have the effect of impairing or releasing Guarantor’s obligations and liabilities to Seller, or of waiving any of Seller,s rights and remedies under this GUARANTEE or otherwise. No partial exercise of any rights and remidies guaranted to Seller shall constinute a waiver of any of Seller’s other rights or remedies: it being Guarantor’s intent and agreement that Seller’s rights and remedies shall be cumulative in nature. Gurantor further agrees that any waiver or forbearance on the part of Seller to pursue Seller’s available rights and remedies shall be bilding upon Seller only to the extent that Seller specifically agrees to such waiver or forbearance in writing.
Guarantor’s obligations and liabilities under this GUARANTEE shall not be released,impaired, or otherwise arrected by, and shall continue in full force and effect notwithstanding the occurrence of any event, including without limitation 1) the insolvency, bankrupty, liquidation or dissolution of Purchaser or of any other guarantor of the indebtedness of Purchaser. and 2) any payment by Purchaser or any other party to Saller that is held to constitute a perferential transfer or a fraudulent conveyance or which Seller is required to refund or repay.
Gurantor represent and warrants : a) that this guranty and Gurantor’s execution, delivery and perfomance fo this guranty are not in violation of any laws. b) that Gurantor has agreed and consented to execute this
guranty and to gurantee the indebteedness of Purchaser in favor of Seller at Purchaser’s request and not at the request of Seller. c) that Guarantor will receive a material benefit from the transaction arising out of the indebtedness of Purchaser. d) that this GUARANTEE, when executer and delivered to Seller, will constiturre a valid legai and binding obligation of Guarantor, enforceable in accordance with its terms. and e) that Seller has made no representations to Guarantor as to the creditworthiness of
Guarantor agrees to pay upon demand all of Seller’s costs and expenses, including Seller’s reasonable attorneys fees in an amount not exceeding twenty-five percent (25%) of the amount due under this GUARANTEE and Seller’s legal expenses. incurred in connection with the enforcement of this GUARANTEE. This GUARANTEE agreement supersedes and replaces any previous or contemporaneous oral agreements between Guarantor and Seller. This GUARANTEE will be governed by Louisiana AND Texas law. Guarantor hereby irrevocebly and unconditionally waives any right Guarantor may have to a trial by jury in respect of any litigation directly or indirectly arising out of this GUARANTEE.
GUARANTEE Guarantor’s obligations and liabilaties under this GUARANTEE shall be binding upon Guarantor’s successors, heirs, legatees, devisees. administrators, executors and assigns. This GUARANTEE shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared substantially and materially to the preparation of this GUARANTEE.