EXHIBIT 10.12
PERSONAL GUARANTY
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, to induce IMAGE PROPERTIES, LLC (herein called
"Lessor"), to enter into that certain Land and Building Lease with PALMETTO
IMAGING, INC. (hereinafter referred to as "Lessee"), THE UNDERSIGNED GUARANTOR
(hereinafter sometimes referred to as "Guarantor"), absolutely and
unconditionally guarantees to Lessor the full and prompt payment when due,
whether at maturity or earlier of the rent due by Xxxxxx and all other
obligations of Xxxxxx and indebtedness under the Land and Building Lease
(hereinafter referred to as the "Lease").
The Undersigned guarantee to Lessor the payment and performance of each and
every debt, liability and obligation of every type and description which Lessee
may now or at any time hereafter owe to Lessor (whether such debt, liability or
obligation now exists or is hereafter created or incurred, and whether it is or
may be direct or indirect, due or to become due, absolute or contingent, primary
or secondary, liquidated or unliquidated, or joint, several, or joint and
several; all such debts, liabilities and obligations being herein collectively
referred to as the "Indebtedness").
The Undersigned further acknowledges and agrees with Xxxxxx that:
1. No act or thing need occur to establish the liability of the
Undersigned hereunder, and no act or thing, except full payment and discharge of
all indebtedness and obligations of Lessee, shall in any way exonerate the
Undersigned or modify, reduce, limit or release the liability of the Undersigned
hereunder.
2. This is an absolute, unconditional and continuing guaranty of
payment of the Indebtedness and shall continue to be in force and be binding
upon the Undersigned, until all amounts due under the Lease and all obligations
of Lessee are satisfied in full.
3. If any of the Undersigned Guarantor voluntarily commences or
there is commenced involuntarily against the Undersigned a case under the United
States Bankruptcy Code, the full amount of all indebtedness, whether due and
payable or unmatured, shall be immediately due and payable without demand or
notice thereof and Lessor shall have a right to terminate the Lease with thirty
(30) days' notice unless Lessee arranges another satisfactory guarantor for the
Leases in the sole discretion of Lessee.
4. The Undersigned will pay or reimburse Lessor for all costs and
expenses (including reasonable attorneys' fees and legal expenses) incurred by
Lessor in connection with the protection, defense or enforcement of this
guaranty in any litigation or bankruptcy or insolvency proceedings to the extent
Lessor prevails therein.
5. It is agreed that Lessor may, but shall not be obligated to,
enter into amendments, modifications and extensions of the Lease, without any
notice to the Undersigned and it is agreed that such amendments, modifications
and extensions will not affect the validity of this Lease.
IN WITNESS WHEREOF, the undersigned have executed this Guaranty this
17th day of February, 1995.
WITNESSES: GUARANTOR:
MQ ASSOCIATES, INC.
/s/ XXXX XXXXXXXX BY: /s/ X. XXXXXXX XXXX
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Xxxx Xxxxxxxx X. Xxxxxxx Xxxx
Its: President
/s/ XXX XXXXXXX
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Xxx XxXxxxx
SCHEDULE I
SCHEDULE IDENTIFYING DOCUMENTS OMITTED AND MATERIAL DIFFERENCES IN THESE
DOCUMENTS FROM THE AGREEMENT FILED AS EXHIBIT 10.12
LESSEE DATE OF AGREEMENT
Xxxxxxxxxx Open MRI, Inc. November 1, 2001
Open MRI of Panama City February 14, 2000
Sun View Imaging, Inc. January 1, 1994
West Columbia II January 15, 1994
Open MRI & Imaging of Albany, Inc. February 1, 1999
Lexington Open MRI, Inc. April 1, 1998
Open MRI or Albany II, Inc. February 2, 2001
Dothan Diagnostic Imaging, Inc. February 1, 1998
Dothan Diagnostic Imaging II, Inc. March 28, 2001
Xxxxxxxx Diagnostic Imaging, Inc. July 11, 1997
Asheville Open MRI, Inc. July 1, 1998
Open MRI & Imaging of Athens, Inc. February 1, 1998
BioImaging, Inc. December 10, 1995
Carolina Imaging Center, Inc. June 30, 1994
Chattanoga Diagnostic Imaging, Inc. December 1, 1997
Open MRI & Imaging of Xxxxxxx, Inc. January 1, 1999
Open MRI of Fort Xxxxxx Xxxx 12, 2000
Mobile Open MRI, Inc. April 1, 1997
