VALIDITY GUARANTY AGREEMENT (Individual)
Exhibit 10.14
VALIDITY GUARANTY AGREEMENT
(Individual)
(Individual)
In order to induce TCI BUSINESS CAPITAL, INC., a Minnesota corporation (hereinafter called
“TCI”) to enter into a certain Credit and Security Agreement (hereinafter called “Credit
Agreement”) effective as of the date hereof with DESTRON FEARING CORPORATION, a Delaware
corporation (hereinafter called “Client”) and/or to continue under and at the same time to refrain
from terminating TCI’s present Credit Agreement with the Client, and in consideration of TCI’s so
doing and/or in consideration of any fundings, advances, payments, extensions of credit, benefits
or financial accommodations heretofore or hereafter made, granted or extended by TCI or which TCI
has or will make, grant or extend to or for the account of the Client whether under the Credit
Agreement or otherwise, and/or in consideration of any obligation heretofore or hereafter incurred
by the Client to TCI whether under the Credit Agreement or otherwise, and for other good and
valuable consideration, the nature and receipt of which is hereby acknowledged, the undersigned and
each of them, jointly and severally (hereinafter referred to, whether one or more, as the
“undersigned”) unconditionally guarantee to TCI and agree to be primarily liable to TCI for any and
all indebtedness, obligations, liabilities and sums which are or shall in the future become due and
owing to TCI as a result of TCI advancing against accounts under the terms of the Credit Agreement
that are, to the actual knowledge of any of the undersigned, fraudulent, falsified or invalid
(collectively, the “Guaranteed Obligations”). It is expressly understood and agreed that in no
event will the undersigned be liable to TCI for any consequential damages, damages for lost profits
or punitive damages. Each of the undersigned covenants and agrees to promptly notify TCI if and
when such undersigned has actual knowledge that TCI has advanced against accounts under the terms
of the Credit Agreement that are fraudulent, false or invalid.
All sums at any time to the credit of the undersigned and any property of the undersigned at
any time in TCI’s possession or in which TCI has a lien or security interest shall be deemed held
by TCI as security for any and all of the undersigned’s obligations to TCI, no matter how or when
arising and whether under this or any other instrument, agreement or other document given to TCI.
To the fullest extent permitted by applicable law, the undersigned hereby waives notice of
acceptance hereof and all notices and demands of any kind to which the undersigned as guarantor(s)
may be entitled, including without limitation all demands of payment on and notice of nonpayment,
presentation, protest and dishonor to the undersigned, or other obligors of any instrument
including the Credit Agreement for which the undersigned is or may be liable hereunder. The
undersigned further waives notice of and hereby consents to any agreements or arrangements whatever
with the Client or anyone else, including, without limitation, agreements and arrangements for
payment extensions, subordination, composition, arrangement, discharge or release of the whole or
any part of the Guaranteed Obligations or for the change or surrender of any or all security, or
for compromise, whether by way of acceptance of part payment or of returns of merchandise or of
dividends or in any other way whatsoever, and the same shall in no way impair the undersigned’s
liability hereunder.
Unless and until all indebtedness, obligations and liabilities owed by the Client to TCI have
been indefeasibly paid in cash and the Credit Agreement has terminated, the undersigned hereby
irrevocably agrees not to assert or enforce any claim or other right which the undersigned
may now or hereafter acquire against the Client that arises from the existence or performance
of the undersigned’s obligations under this agreement, the Credit Agreement or any agreement or
document entered into in connection therewith, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in
any claim or remedy of TCI against the Client or any collateral granted as security for any of the
undersigned’s obligations under this agreement which TCI has acquired or may hereafter acquire,
whether or not such claim, remedy or right arises in equity or under contract, statute or common
law, by any payment made hereunder or otherwise, including, without limitation, the right to take
or receive from the Client, directly or indirectly, in cash or other property or by set off or in
any other manner, payment of security on account of such claim or other right. The undersigned
hereby irrevocably agrees that the undersigned shall not (i) accept payment from the Client
pursuant to any right of subrogation, reimbursement, exoneration, contribution, indemnification or
claim on account of any payment made hereunder, under the Credit Agreement or under any other
contract or agreement between the Client and TCI or (ii) take any action to exercise or enforce any
such right unless and until all indebtedness, obligations and liabilities owed by the Client to TCI
have been indefeasibly paid in cash and the Credit Agreement has terminated. If any amount shall
be paid to the undersigned in violation of the provisions of this paragraph and the obligations
guaranteed hereunder shall not have been paid in full, such amount shall be deemed to have been
paid to such person for the benefit of, and held in trust for TCI and shall forthwith be paid to
TCI and applied to such obligations, whether matured or unmatured, in such order as TCI may
determine.
Nothing shall discharge or satisfy the liability of the undersigned hereunder except the full
performance and payment of all the Guaranteed Obligations. TCI’s books and records showing the
account of the Client with TCI shall be admissible in evidence in any action or proceeding, and any
statement of the Client’s account which is rendered to the Client shall, to the extent to which no
objection is made within fifteen (15) days after the date that such statement was rendered to
Client constitute an account between the Client and TCI and be binding upon the undersigned absent
manifest error. This instrument is a continuing guarantee which shall remain in full force and
effect and shall not be terminable so long as the Credit Agreement with the Client or any renewals,
continuations, modifications, supplements and amendments thereto or any obligation thereunder shall
remain in full force and effect; provided, however, that if any of the undersigned shall
cease to be employed by the Client (or, in the case of Xxxxx Xxxxxxxx, cease to be the chief
financial officer of the Client) and shall have given notice of such cessation to TCI before the
occurrence of the event or condition that would otherwise give rise to liability hereunder, then
such undersigned shall not have liability hereunder by reason of such event or condition. No
invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of
any of the security therefor shall affect or impair the guarantee of the undersigned hereunder.
The obligations hereunder shall constitute primary and not secondary obligations. THE UNDERSIGNED,
IN RECOGNITION OF THE GREATER COSTS AND DELAYS INCURRED BY A JURY TRIAL, HEREBY WAIVES ANY AND ALL
RIGHT TO A TRIAL BY A JURY IN ANY JURISDICTION IN ANY COURT IN ANY ACTION BASED HEREON. The
undersigned hereby consents to the exclusive jurisdiction of any court of competent jurisdiction of
the State of Minnesota for a determination of any dispute as to any matters whatsoever arising out
of or in any way connected with this agreement and authorize the service of process on the
undersigned by certified or registered mail sent to the undersigned at the address of the
undersigned set forth below.
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No delay on TCI’s part in exercising any of TCI’s options, powers or rights, or partial or
singular exercise thereof, shall constitute a waiver hereof. No waiver of any of TCI’s rights
hereunder and no modification or amendment of this agreement, shall be deemed to be made by TCI
unless the same shall be in writing, duly signed on TCI’s behalf by an authorized officer, and each
such waiver, if any, shall apply only with respect to the specific instance involved, and shall in
no way impair TCI’s rights or the obligations of the undersigned to TCI in any other respect at any
other time. This instrument cannot be changed or terminated orally, and shall be interpreted
according to the laws of the State of Minnesota the place of origin of this agreement, and this
agreement shall be binding on the administrators, successors and assigns of the undersigned and
shall inure to the benefit of TCI and its successors and assigns.
If for any reason any portion of this agreement or a related document is deemed or ruled to be
invalid for any reason whatsoever, then in such event all other portions of this agreement and
related documents shall remain in full force and effect.
The undersigned jointly and severally agree that the Lender shall be entitled to prompt
reimbursement from the undersigned of the Lender’s actual out-of-pocket costs and expenses
(including, without limitation, its reasonable attorneys’ fees and legal expenses) incurred in
connection with enforcing this agreement.
IN WITNESS WHEREOF, this agreement has been duly executed by the undersigned on
this 31st day of August, 2010.
| Xxxxx Xxxxxxxx |
STATE OF |
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COUNTY OF |
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On the
_____
day of , 2010, before me came Xxxxx Xxxxxxxx, to me
known as the individual(s) described in and who executed the foregoing Validity Guaranty Agreement,
and acknowledged the execution of the same as their free act and deed.
Notary Public:
My commission expires:
[Notarial Seal]
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