GUARANTY CONTINUING UNLIMITED GUARANTY
EXHIBIT
10.3
CONTINUING
UNLIMITED GUARANTY
1. Guaranty.
This Continuing Limited Guaranty (this "Guaranty") is made as of the
17th
day of
April,
2007,
by
_______________ a ________________________ (the "Guarantor"), whose address
is
00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, in favor of Presidential
HealthCare Credit Corporation ("Payee"). For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
Guarantor unconditionally guarantees and promises to pay to Payee or order,
on
demand, in lawful money of the United States, any and all Obligations as
hereinafter defined, of Park InfusionCare, LP, a Texas limited partnership,
formerly known as Park Infusion Services, LP, Park InfusionCare Of Dallas,
LP, A
Texas limited partnership, Park InfusionCare Of Houston, LP, a Texas limited
partnership, and Park InfusionCare Of San Antonio, LP, a Texas limited
partnership (together, jointly and severally, the "Company") to Payee. The
word
"Obligations" as used herein means and includes any and all debts, obligations
and liabilities of Company to Payee, as the same may be modified, renewed or
replaced, whether such debts, obligations and liabilities are now, or hereafter
made, existing, incurred, or created, due or not due, absolute or contingent,
liquidated or unliquidated, or determined or undetermined. This Guaranty is
one
of payment and not of collection.
2. Guaranty
Continuing; Revocation. This is a continuing Guaranty relating to Obligations,
including those arising under successive transactions which shall either
continue the Obligations or from time to time renew any of the same. This
Guaranty shall remain in effect until the expiration of thirty (30) days after
Payee's receipt of written notice of revocation by Guarantor and even then
and
thereafter, this Guaranty shall be and remain effective as to (a) all
Obligations then outstanding; (b) any Obligations incurred or arising subsequent
thereto pursuant to any agreements or arrangements between Company and Payee
in
effect at the time of Payee's receipt of notice of revocation; (c) any renewals
or extensions of any of the foregoing; and (d) all expenses and costs of
collecting or enforcing any of the foregoing. This Guaranty may not be revoked
or terminated except upon strict compliance with the conditions and requirements
heretofore set forth in this Section 2. In the event any sums or other things
of
value that are paid or transferred to or otherwise received by the Payee are
rescinded, recovered, required to be returned, set aside, rendered void or
otherwise adversely affected in any legal proceeding or for any cause
whatsoever, including under any law, rule or regulation relative to bankruptcy,
insolvency, fraudulent transfers or other relief of debtors, then this Guaranty
shall continue to be effective or shall be revived and reinstated, as necessary
in order to give full effect to the Guarantor's liability hereunder, to the
same
extent as if such payment, transfer and/or receipt had never occurred.
3. Guarantor's
Obligations Independent; Statute of Limitations. The obligations of Guarantor
hereunder are independent of the obligations of Company, and a separate action
or actions may be brought and prosecuted against Guarantor whether action is
brought against Company or whether Company is joined in any such action or
actions. Guarantor waives the benefit
of any statute of limitations, and all other defenses affecting its liability
hereunder or the enforcement hereof.
4. No
Conditions Precedent. The obligations of Guarantor hereunder shall be and remain
unaffected (a) by the existence or non-existence, validity or invalidity of
any
security; or (b) by any understanding or agreement that any other person, firm
or corporation was or is to execute this or any other Guaranty, or any other
document or instrument relating to or evidencing any Obligation(s), or any
part
thereof, or (c) by resort by Payee or failure by Payee to resort to or enforce
any other security or remedy relating to the Obligations; or (d) by the
dissolution, death or bankruptcy of any party, or by failure of the Payee to
file claim against any estate.
5. Authorization
to Renew or Modify Obligations. Guarantor authorizes Payee, without notice
or
demand and without affecting its liability hereunder, from time to time to
(a)
renew, compromise, extend, accelerate or otherwise change the time for payment
of, or otherwise change the terms of, any Obligations or any part thereof or
any
agreement or arrangement related to any of the foregoing; (b) take and hold
security for the payment of this Guaranty or the Obligations guaranteed, and
exchange, modify, enforce, waive and release any such security; (c) apply such
security and direct the order or manner of sale thereof as Payee in its
discretion may determine; and (d) release or substitute any one or more of
the
obligors, endorsers or guarantors of the Obligations.
6. Guarantor’s
Representations and Warranties. Guarantor represents and warrants to Payee
the
following: (a) has full power and authority to make and deliver this Guaranty;
and (b) the execution, delivery and performance of the Guaranty by Guarantor
does not and will not violate any presently applicable laws or any agreement
presently binding on it. In addition, if Guarantor is a corporation or other
legal entity, Guarantor represents and warrants to Payee the following: (c)
the
Guarantor (if a corporation or other legal entity) is duly organized and
existing in good standing; (d) the execution, delivery and performance of the
Guaranty by Guarantor has been duly authorized by all necessary action of its
principals and does not and will not violate the provision of, or constitute
a
default under, Guarantor’s organizational documents; and (e) this Guaranty has
been duly executed and delivered by the authorized officers of the Guarantor
and
constitutes its lawful, binding, and legally enforceable
obligation.
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7. Waivers.
Guarantor waives any right to require Payee to (a) proceed against Company;
(b)
proceed against or exhaust any security held from Company; or (c) pursue any
other remedy in Payee's power whatsoever. Guarantor waives any defense arising
by reason of any disability or other defense of Company or by reason of the
cessation from any cause whatsoever of the liability of Company. Guarantor
waives all rights of subrogation and contribution, and waives any right to
enforce any remedy which Payee now has or may hereafter have against Company,
and waives any benefit of, and any right to participate in, any security now
or
hereafter held by Payee. Guarantor waives all presentments, suretyship defenses,
demands for performance, notices of non-performance, protests, notices of
protest, notices of dishonor, and notices of acceptance of this Guaranty and
of
the existence, creation, or incurring of new or additional
Obligations.
8. Expenses
of Collection. Notwithstanding the limitations in Section 2 hereof, Guarantor
agrees to pay reasonable attorneys' fees and all other costs and expenses which
may be incurred by Payee in the enforcement of this Guaranty.
9. Governing
Law; Jurisdiction. This Guaranty and the rights and obligations of any party
hereunder shall be governed by and construed in accordance with the laws of
the
State of Georgia. Guarantor agrees that it is foreseeable that Guarantor shall
be subject to and Guarantor hereby submits to jurisdiction in the State of
Georgia for any cause of action related to this Guaranty and agrees that venue
for such action shall be in DeKalb County, Georgia. Guarantor waives any and
all
rights under the laws of any state or jurisdiction to object to venue or
jurisdiction within DeKalb County, Georgia. Notwithstanding the foregoing,
nothing contained in this section shall prevent Payee from bringing any action
or exercising any rights in any other jurisdiction against Guarantor, or any
of
Guarantor's properties. Initiating any such action or proceedings or taking
any
such action in any other jurisdiction shall in no event constitute a waiver
by
Payee of any of the foregoing.
IN
WITNESS WHEREOF, the undersigned has executed this Guaranty as of the
17th
day of
April,
2007.
GUARANTOR:
(Guarantor)
By:
/s/
Xxxxx X. Xxxx
Name:
Xxxxx
X. Xxxx
Its:
(Title)
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