GUARANTY
Exhibit
10.71
GUARANTY,
dated August 1, 2007, by Stratus Services Group, Inc., a Delaware corporation,
with an address at 149 Avenue at the Commons, Xxxxx 0, Xxxxxxxxxx, Xxx Xxxxxx
00000 (the “Guarantor”), in favor of Green-Tech Assets, Inc., a Washington
corporation (the "Green-Tech").
WHEREAS,
Green-Tech has been issued a promissory note in the principal amount of $166,828
by Transworld Assets, LLC, a Delaware limited liability company (“Transworld”);
and
WHEREAS,
as an inducement to make the Loan, the Guarantor has agreed to guaranty all
of
the Transworld’s obligations (the “Obligations”) to Green-Tech under the
Note;
NOW,
THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which
is
hereby acknowledged, the Guarantor hereby agrees with Green-Tech as
follows:
Section
1. Guaranty
of Payment and Performance. The Guarantor hereby
guarantees to Green-Tech the full and punctual payment when due, as well as
the
performance, of all of the Obligations. Should Transworld default in
the payment or performance of any of the Obligations, the obligations of the
Guarantor hereunder with respect to such Obligations in default shall become
immediately due and payable to Green-Tech, without demand or notice of any
nature, all of which are expressly waived by the Guarantor. Payments
by the Guarantor hereunder may be required by Green-Tech on any number of
occasions.
Section
2. Guarantor’s
Agreement to Pay Enforcement Costs. The Guarantor
further agrees to pay to Green-Tech, all out-of-pocket, reasonable costs and
expenses (including court costs and reasonable legal expenses) expended by
Green-Tech in connection with the enforcement of the Obligations and this
Guaranty.
Section
3. Waivers
by Guarantor. The Guarantor agrees that the Obligations
will be paid and performed strictly in accordance with their respective terms,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of Green-Tech with
respect thereto. The Guarantor waives presentment, demand, protest,
notice of acceptance, notice of any Obligations incurred and all other notices
of any kind, all defenses which may be available by virtue of any stay,
moratorium law or other similar law now or hereafter in effect, any right to
require the marshalling of assets of Transworld and all suretyship defenses
generally.
Section
4. Unenforceability
of Obligations against Transworld. If for any reason
Transworld has no legal existence or is under no legal obligation to discharge
any of the Obligations, or if any of the Obligations have become irrecoverable
from Transworld by reason of Transworld’s insolvency, bankruptcy or
reorganization or by other operation of law or for any other reason, this
Guaranty shall nevertheless be binding on the Guarantor to the same extent
as if
the Guarantor at all times had been the principal obligor on all such
Obligations.
Section
5. Further
Assurances. The Guarantor also agrees to do all such
reasonable things and execute all such documents as Green-Tech may reasonably
request to give full effect to this Guaranty and to perfect and preserve the
rights and powers of Green-Tech hereunder.
Section
6. Assignment. No
assignment by Transworld of the Obligations under the Promissory Note will
relieve Transworld of such Obligations nor will any such assignment relieve
the
Guarantor of its obligations under this Guaranty.
Section
7. Amendments
and Waivers. No amendment or waiver of any provision of
this Guaranty nor consent to any departure by the Guarantor therefrom shall
be
effective unless the same shall be in writing and signed by
Green-Tech. No failure on the part of Green-Tech to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof;
nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right.
Section
8. Notices.
All notices required or permitted hereunder shall be in writing and deemed
effectively given upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail, postage prepaid, addressed to
Guarantor at the address set forth above or at such other address or addresses
as Guarantor shall designate to Green-Tech in writing
Section
9. Governing
Law. This Guaranty shall be governed by, and construed
in accordance with, the laws of the state of Delaware.
Section
10. Miscellaneous. This
Guaranty constitutes the entire agreement of the Guarantor with respect to
the
matters set further herein. The rights and remedies herein provided
are cumulative and not exclusive of any remedies provided by law or any other
agreement. The invalidity or unenforceability of any one or more
sections of this Guaranty shall not affect the validity or enforceability of
its
remaining provisions. Captions are for the ease of reference only and
shall not affect the meaning of the relevant provisions. The meanings
of all defined terms used in this Guaranty shall be equally applicable to the
singular and plural forms of the terms defined.
IN
WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and
delivered as of the date first above written.
WITNESS: Stratus
Services Group, Inc.
/s/Xxxxxx
X.
Xxxxxxxx By: /s/ Xxxxxx X.
Xxxxxxx
Xxxxxx
X.
Xxxxxxxx Xxxxxx
X.
Xxxxxxx
President
