{"id":40926,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/continuing-guaranty-bank-one-arizona-na-and-schuff-steel-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"continuing-guaranty-bank-one-arizona-na-and-schuff-steel-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/continuing-guaranty-bank-one-arizona-na-and-schuff-steel-co.html","title":{"rendered":"Continuing Guaranty &#8211; Bank One Arizona NA and Schuff Steel Co."},"content":{"rendered":"<pre>\n                               CONTINUING GUARANTY\n\nTO: BANK ONE, ARIZONA, NA, a national banking association\n\n      1. For valuable consideration, the undersigned ('Guarantors'), jointly and\nseverally, unconditionally guarantee and promise to pay to BANK ONE, ARIZONA, NA\n('Bank'), or order, on demand, in lawful money of the United States, any and all\nIndebtedness of SCHUFF STEEL COMPANY, an Arizona corporation ('Borrower'), to\nBank. The word 'Indebtedness' includes any and all loans, debts, obligations and\nliabilities of whatever nature of Borrower owed to Bank whenever and however\nmade, incurred or created, whether recovery upon such Indebtedness may be barred\nby any statue of limitations, whether such Indebtedness may be otherwise\nunenforceable, and whether Borrower is liable individually or jointly with\nothers.\n\n      2. The liability of Guarantors shall not exceed at any one time the total\nof (i) the principal sum of TEN MILLION AND NO\/100THS Dollars ($10,000,000.00)\nplus (ii) all interest owed thereon plus (iii) all costs, attorneys' fees,\nlosses and expenses which may be incurred by Bank by reason of Borrower's\ndefault in the payment of the Indebtedness.\n\n      3. This Guaranty shall bind and obligate the undersigned and their\nsuccessors and assigns with Borrower, jointly and severally, for the payment of\nthe Indebtedness. A separate action may be commenced against Guarantors whether\naction is brought against Borrower or whether Borrower may be joined in any such\naction. Guarantors waive any defenses Borrower may now or hereafter have to\npayment of the Indebtedness.\n\n      4. Guarantors authorize Bank, without notice or demand and without\naffecting Guarantors' liability hereunder, to, from time to time: (a) renew,\ncompromise, extend, revise, accelerate or otherwise change the time for payment\nof, or otherwise change the terms of, the Indebtedness or any part thereof (\nincluding the rate of interest thereon); (b) take security for the payment of\nthis Guaranty or the Indebtedness, and exchange, enforce, waive, or release any\nsuch security, or take additional security; (c) apply any proceeds from such\nsecurity or take additional security; (d) apply any proceeds from such security\nand direct the order or manner of sale of such security as Bank, in its\ndiscretion, may determine; and (e) release or substitute any one or more of the\nGuarantors or additional Guarantors.\n\n      5. The obligation of the Guarantors shall remain in full force and effect\nuntil the entire Indebtedness shall have been paid, and shall not be affected\nupon the happening of any event, including without limitation, any of the\nfollowing: (a) the Bank's failure to give notice to the Guarantors of the\noccurrence of any event of default in the payment of the Indebtedness or\nperformance of the Borrower; (b) the Bank's waiver of the payment, performance\nor observance by the Borrower of any obligations, covenants or agreements\nrelated in any way to the Indebtedness; (c) the Bank's impairment, modification,\nrelease or amendment of any obligation, covenant or term of any agreement\nrelated to the Indebtedness; (d) the voluntary or involuntary liquidation,\ndissolution, sale or other disposition of any of the Borrower's assets or any\ninsolvency, bankruptcy, reorganization or other similar proceedings affecting\nBorrower; or (e) any event or action that would, in the absence of this clause,\nresult as a matter of law in the release or discharge of the Guarantors from the\nperformance or observance of any obligation, covenant or agreement contained\nherein other than payment in full of the Indebtedness.\n\n\n                                   Page 1 of 3\n\n      6. Guarantors waive any right to require Bank to (a) proceed against\nBorrowers, Guarantors, or other guarantors; (b) proceed against or exhaust any\nsecurity held from Guarantor or Borrowers; or (c) pursue any other remedy in\nBank's power whatsoever. Guarantors waive the benefits of Arizona Revised\nStatues Section 33-814. Guarantors agree that if the Indebtedness is secured in\nwhole or part by a deed of trust on real property, Bank may proceed to foreclose\nany other collateral first or may proceed against Guarantors, Borrower or any\nobligor without waiving its right to exercise its remedies and foreclose its\nlien under such deed of trust at a later time. Bank may, without notice, assign\nthis Guaranty in whole or in part.\n\n      7. Guarantors shall have no right of indemnity, reimbursement ,\ncontribution or subrogation as to Borrower unless Bank, at its option, so\nelects. Guarantors hereby waive any right to enforce any remedy which Bank now\nhas, or may hereafter have, against Borrower, and hereby waive any benefit of,\nany right to participate in, any security now or hereafter held by Bank.\nGuarantors acknowledge that Borrower may owe other sums and obligations to Bank.\nGuarantors agree that any payments received by Bank, other than from Guarantors\nunder this Guaranty, whether from the Borrower or from the proceeds of any\ncollateral or otherwise, may be applied by Bank upon any amounts owned to Bank\nin such order and manner as Bank may determine in its sole discretion.\nGuarantors waive all presentments, demands for performance, notices of\nnonperformance, protests, notices of protest, notices of dishonor and notices of\nacceptance of this Guaranty and of the existence, creation , or incurring of new\nor additional Indebtedness. Guarantors waive the benefits of Arizona Revised\nStatute Sections 12-1641 and 12-1642.\n\n      8. Guarantors agree to pay reasonable attorney's fees and all other costs\nand expenses which may be incurred by Bank in the enforcement of this Guaranty.\nGuarantors hereby indemnify Bank against all costs or repayments incurred by\nBank or required of Bank as a result of payment hereunder being challenged as a\npreference.\n\n      9. Bank shall have a lien upon, and a right of set-off against, all\nmonies, securities and other property of Guarantors now or hereafter in the\npossession of or on deposit with Bank, whether held in a general or special\naccount, or for safekeeping or otherwise; and every such lien and right of\nset-off may be exercised without demand upon, or notice to Guarantors until the\nIndebtedness is paid in full.\n\n      10. This Guaranty is cumulative as to amounts and does not revoke or alter\nany guaranty previously delivered to Bank or any guaranty subsequently deliver\nto Bank. This Guaranty does not in any manner limit the amount of any borrowing\nor other financing arrangement between Bank and Borrower.\n\n      11. Guarantors acknowledge that the execution of this Guaranty shall not\nentitle Guarantors to rely on the Bank to preserve or maintain any collateral or\nother security that Bank may now have or hereafter acquire in connection with\nthe Indebtedness. Guarantors hereby release Bank from any obligation to inspect,\npreserve or maintain any collateral or other security that Bank may now have or\nhereafter acquire in connection with the Indebtedness, and any obligation to\nmonitor, control or see to the use of any monies advanced to the Borrower.\nGuarantors further waive any and all rights to receive reports or other\ninformation Bank may have relating to Borrower.\n\n\n\n\n                                   Page 2 of 3\n\n\n      12. If Guarantor is a corporation or a partnership, Guarantor represents\nand warrants that: (a) it has the necessary power under law and its governing\ndocuments to make the agreements on its part herein contained; (b) the execution\nof this Guaranty has been authorized by all necessary and proper actions; (c)\nthe execution and delivery of this Guaranty, the consummation of the\ntransactions contemplated hereby, and the fulfillment of or compliance with the\nterms and conditions of this Guaranty do not conflict with or result in a breach\nof any of the terms, conditions or provisions of any agreement or instrument to\nwhich it is a party or by which it is bound; and (d) Guarantor agrees that\nduring the term of this Guaranty it will maintain its separate existence, and\nwill not dissolve, terminate, merge or consolidate.\n\n      13. Any married person who is a Guarantor hereby expressly agrees that\nrecourse may be had against their separate property as well as all community\nproperty for all their obligations under this Guaranty.\n\n      14. Guarantors agree that during the term of this Guaranty they will not\ntransfer or dispose of any material part of their assets except in the ordinary\ncourse of business for a full and fair consideration. Guarantors agree that\nduring the term of this Guaranty they will furnish annually, within 90 days\nafter the close of each year or fiscal year, as the case may be, a financial\nstatement consisting of a balance sheet and such other financial information as\nBank may reasonably request.\n\n      15. This Guaranty applies to, is binding upon, and insures to the benefit\nof all parties hereto, and their successors and assigns.\n\n      16. If any part or parts of this Guaranty shall at any time be held to be\ninvalid or unenforceable by binding arbitration or by a court of competent\njurisdiction, the remaining part or parts of the Guaranty shall be and remain in\nfull force and effect.\n\n      17. This Guaranty shall be construed in accordance with the laws of the\nState of Arizona.\n\n      18. Guarantors acknowledge the Bank would not have allowed the\nIndebtedness to exist except for the consideration received from Guarantor's\npromise to pay pursuant to this Guaranty.\n\n      19. All words used herein in the plural shall be deemed to have been used\nin the singular where the context and construction so requires; and when there\nis more than one Borrower named herein, the word 'Borrower' shall mean all of\nthem.\n\nINDIVIDUAL GUARANTOR\nDated:JUNE 30, 1995\n\n---------------------------------------\n               DAVID A. SCHUFF\n\n---------------------------------------\n               NANCY A. SCHUFF\n\n\n                                  Page 3 of 3\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6850,8773],"corporate_contracts_industries":[9415,9481],"corporate_contracts_types":[9560,9565],"class_list":["post-40926","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-one-corp","corporate_contracts_companies-schuff-international-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-construction__specialty","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40926","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40926"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40926"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40926"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40926"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}