EXHIBIT 10.11
GUARANTY AGREEMENT
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KNOW YE ALL MEN BY THESE PRESENTS THAT:
WHEREAS, National Recovery Limited Partnership, a Connecticut Limited
Partnership having a place of business at 00 Xxxxxx Xxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000 (hereinafter referred to as "Lender") has granted to Tangible
Collectibles, Inc. a Delaware corporation having a principal place of business
at 0000 Xxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as
"Borrower") a commercial demand loan in the principal amount of ONE MILLION AND
00/100 ($1,000,000.00) DOLLARS on this date (hereinafter referred to as the
"Loan") and
WHEREAS, as evidence of the terms, conditions and provisions of the
Loan, the Borrower has executed a Commercial Loan and Security Agreement and
other loan documents of even date herewith (the "Loan Agreement") and
WHEREAS, the Loan is further evidenced by Borrower' Commercial Demand
Note to Lender in the amount of ONE MILLION and 00/100 ($1,000,000.00) DOLLARS
of even date herewith in accordance with the Loan Agreement (hereinafter
referred to as the "Note") and
WHEREAS, as a condition precedent to the making of the Loan and in
consideration thereof, Lender has required the undersigned to enter into this
Guaranty Agreement.
NOW, THEREFORE, in order to induce Lender to make the Loan and in
consideration thereof and FOR VALUE RECEIVED, the receipt and sufficiency of
which is hereby acknowledged, the undersigned, jointly and severally, hereby
unconditionally guaranty full and prompt payment of the "Liabilities" as
hereinafter defined. As used herein, "Liabilities" shall mean the sums owed to
Lender from Borrower of every kind and description, direct or indirect, primary
or secondary, absolute or contingent, due or to become due, secured or
unsecured, including, but not limited to, those arising under the Loan
regardless of how they arise or by what agreement or instrument they may be
evidenced by or whether evidenced by any agreement or instrument including
without limitation all reasonable costs and expenses (including reasonable
attorney's fees paid or incurred by Lender in the collection or the enforcement
of the Loan indebtedness or in upholding or protecting or defending the lien of
the security interest in the collateral granted as security for the Loan).
The undersigned further unconditionally guaranty that all payments made
by the Borrower and/or any Guarantor to Lender with respect to any Liabilities
hereby guaranteed will, when made, be final and agree that if any such payment
is recovered from, or repaid by Lender, in whole or in part in any bankruptcy,
insolvency or similar proceeding instituted by or against the Borrower and/or
any Guarantor, this Guaranty shall continue to be fully applicable to such
Liabilities to the same extent as though the payment so recovered or repaid had
never been originally made on such Liabilities.
The undersigned hereby waive demand, presentment, protest, notice of
dishonor and notice of Lender's acceptance of this agreement, and of any Loan
made, extensions granted or other action taken in reliance hereon and all other
demands and notices of any description in connection with this Guaranty, the
Liabilities or otherwise.
No delay or omission on Lender's part in exercising any rights
hereunder shall operate as a waiver of such right or any other rights; a waiver
on one occasion shall not be a bar to or waiver of any rights on any other
occasion.
THE OBLIGATION OF THE UNDERSIGNED WITH RESPECT TO ANY LIABILITY SHALL
NOT BE TERMINATED BY, AND THE UNDERSIGNED ASSENT TO ANY EXTENSION OR
POSTPONEMENT OF PAYMENT OF ANY LIABILITY OR ANY OTHER INDULGENCE, ANY
SUBSTITUTION, EXCHANGE OR RELEASE OF COLLATERAL, THE ADDITION OR RELEASE OF ANY
PARTY PRIMARILY OR SECONDARILY LIABLE, WHETHER OR NOT NOTICE THEREOF IS GIVEN TO
THE UNDERSIGNED, AND EXCEPT AS OTHERWISE PROVIDED HEREIN LENDER SHALL HAVE NO
DUTY TO COLLECT FROM OR PROTECT ANY OTHER PARTIES, AND LENDER MAY PROCEED UNDER
THIS GUARANTY IMMEDIATELY ON BORROWER'S DEFAULT WITHOUT EXHAUSTING ANY AND ALL
REMEDIES LENDER MAY HAVE OR RESORT TO AND REGARDLESS OF ANY OTHER COLLATERAL AND
ANY OTHER GUARANTY OR SOURCE OF PAYMENT LENDER MAY HAVE.
The obligation of the undersigned hereunder will be unaffected by any
recovery Lender may have against the security for the Liabilities guaranteed
hereby or against Borrower unless and until Lender shall recover the entire
amount of all Liabilities owed to Lender. The obligations of the undersigned
hereunder are primary, absolute, and unconditional irrespective of the
genuineness, validity, legality, regularity or enforceability of any of the
instruments executed in connection with the Loan.
Any deposits, securities or other property of the undersigned which are
at anytime within Lender's possession or control may, after an Event of Default
under this Guaranty or pursuant to the Loan Agreement, be held and treated as
collateral security for the payment of Liabilities, and Lender shall have a lien
thereon and right to setoff the same against matured Liabilities or against any
other sums due hereunder.
THE UNDERSIGNED ACKNOWLEDGE THAT THE TRANSACTION OF WHICH THIS GUARANTY
IS A PART IS A COMMERCIAL TRANSACTION, AND HEREBY WAIVE THEIR RIGHT TO A JURY
TRIAL AND NOTICE AND HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL
STATUTES AS AMENDED, OR AS OTHERWISE ALLOWED BY THE LAW OF ANY STATE OR BY
FEDERAL LAW, WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH LENDER MAY DESIRE TO
USE.
The undersigned covenant not to cause, suffer or permit any act which
would cause Borrower or any of the Guarantors to (a) dissolve, liquidate or
cease the conduct of its business, (b) merge into or consolidate with any other
entity, or (c) sell, transfer, or otherwise convey all or substantially all of
its assets.
The undersigned covenant not to transfer any of their assets for other
than fair market value or permit a material diminution of their respective net
worths except as reasonably necessary for estate planning, provided said
transferee executes and delivers to Lender a guaranty acceptable to Lender.
The undersigned Individual Guarantors covenant to provide Lender with
their personal financial statements with such verifications of the entries
therein within thirty (30) days of each calendar year and as Lender shall
otherwise require, in such form and containing such other information respecting
each of the undersigned's financial status as Lender shall require and copies of
all federal and state income tax returns upon thirty (30) days of the filing due
dates thereof. The Guarantors shall also provide Lender with such financial
statements and tax returns as are required under the Loan Agreement.
The undersigned agree to pay all costs, expenses and fees including
without limitation reasonable attorney's fees which may be incurred by Lender in
enforcing or attempting to enforce this Guaranty.
The undersigned do hereby waive all rights to subrogation and/or
reimbursement from Borrower for any payments or advances made by the undersigned
pursuant to this Guaranty.
The undersigned acknowledge and agree that the Loan and this Guaranty
have been made and entered into in the State of Connecticut and do hereby agree
and consent to in personam jurisdiction and waive any claim of lack of in
personam jurisdiction of the courts of the State of Connecticut, and do further
waive right to trial by jury.
This Guaranty shall inure to the benefit of Lender, its participants,
successors and assigns, and it shall be binding upon the undersigned and the
executors, administrators, heirs, successors and assigns of the undersigned.
This agreement is intended to take effect as a sealed instrument and
its validity and construction shall be determined by the laws of the State of
Connecticut.
This Instrument may be executed in one or more counterparts
collectively constituting one agreement.
Signed and sealed as of the _____day of November, 2000.
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
/S/ /S/ Xxxxxxx XxXxxxxx
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Xxxxxxx XxXxxxxx
Individually
/S/ /S/ Xxx XxXxxxxx
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Xxx XxXxxxxx
Individually
TANGIBLE ASSET GALLERIES, INC.
/S/ By: /S/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its President
Duly Authorized
/S/ By: /S/ Xxxxxxx XxXxxxxx
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Xxxxxxx XxXxxxxx
Its Chairman
Duly Authorized
