{"id":41353,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/unlimited-guaranty-bio-technology-general-corp-bio-technology.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"unlimited-guaranty-bio-technology-general-corp-bio-technology","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/unlimited-guaranty-bio-technology-general-corp-bio-technology.html","title":{"rendered":"Unlimited Guaranty &#8211; Bio-Technology General Corp., Bio-Technology General (Israel) Ltd. and Bank Hapoalim BM"},"content":{"rendered":"<pre>                               UNLIMITED GUARANTY\n\nIn consideration of financial accommodations given or to be given or continued\nto Bio-Technology General (Israel) Ltd., herein called \"Borrower\" by BANK\nHAPOALIM B.M., having branch offices outside the United States, herein called\n\"Bank\", the undersigned irrevocably and unconditionally guarantee to the Bank,\npayment when due, whether by acceleration or otherwise, of any and all\nliabilities of the Borrower to the Bank, to any principal amount ,UNLIMITED IN\nAMOUNT at any one time outstanding, together with all interest thereon and all\nattorney's fees as customarily incurred by the Bank in such circumstances, costs\nand expenses of collection incurred by the Bank in enforcing any of such\nliabilities and\/or the terms hereof.\n\nThe term \"liabilities of the Borrower\" shall include all liabilities, direct or\ncontingent, joint, several or independent, of the Borrower now or hereafter\nexisting, due or to become due to the Bank.\n\nThe undersigned waive notice of acceptance of this guaranty and notice of any\nliability to which it may apply, and waive presentment, demand of payment,\nprotest, notice of dishonour or non-payment of any such liabilities, suit or\ntaking other action by the Bank against, and any other notice to, any part\nliable thereon (including the undersigned).\n\nThe Bank may at any time and from time to time without the consent of, or notice\n(except as shall be required by applicable statute and cannot be waived) to, the\nundersigned, without incurring responsibility to the undersigned, without\nimpairing or releasing the obligations of the undersigned hereunder, upon or\nwithout any terms or conditions and in whole or in part:\n\n1.     change the manner, place of terms of payment, and\/or change or extend the\n       time of payment of, renew or alter, any liability of the Borrower, any\n       security therefor, or any liability incurred directly or indirectly in\n       respect thereto and the guaranty herein made shall apply to the\n       liabilities of the Borrower as so changed, extended, renewed or altered;\n\n2.     sell, exchange, release, surrender, realise upon or otherwise deal with\n       in any manner and in any order any property by whosoever at any time\n       pledged or mortgaged to secure or howsoever securing, the liabilities\n       hereby guaranteed or any liabilities (including any of those hereunder)\n       incurred directly or indirectly in respect thereof or hereof, and\/or any\n       offset there against;\n\n3.     exercise or refrain from exercising any rights against the Borrower or\n       others (including the undersigned) or otherwise act or refrain from\n       acting;\n\n\n\n\n4.     settle or compromise any liability hereby guaranteed, any security\n       therefor or any liability (including any of those hereunder) incurred\n       directly or indirectly in respect thereof or hereof,\n\n5.     apply any sums by whomsoever paid or howsoever realised to any liability\n       or liabilities of the Borrower to the Bank regardless of what liability\n       or liabilities of the Borrower remain unpaid.\n\n6.     If any of the liabilities of the Borrower are payable in a currency other\n       than U.S. currency, then any payment by the undersigned shall be applied\n       to the liabilities of the Borrower at the then applicable exchange rate -\n       that is, at the price in U.S. currency at which the Bank in accordance\n       with regular banking procedures shall be able to purchase the currency of\n       such liabilities in the regular interbank money market - at the place\n       such liabilities shall be payable and at the time such payment shall be\n       made. The undersigned shall continue to be liable for any deficiency\n       until all amounts due pursuant to this guaranty shall be paid in full.\n\nNo invalidity, irregularity or unenforceability of all or any part of the\nliabilities hereby guaranteed or of any security therefor shall affect, impair\nor be a defence to this guaranty and this guaranty is a primary obligation of\nthe undersigned.\n\nThis guaranty is a continuing one and all liabilities to which it applies or may\napply under the terms hereof shall be conclusively presumed to have been created\nin reliance hereon., This guaranty shall continue until written notice of\nrevocation signed by the undersigned or upon repayment in full of the\nLiabilities of the Borrower to the Bank., . No revocation or termination hereof\nshall affect in any manner rights arising under this guaranty with respect to\n(a) liabilities which shall have been created, contracted, assumed or incurred\nprior to receipt by the Bank of written notice of such revocation or termination\nor (b) liabilities which shall have been created, contracted, assumed or\nincurred after receipt of such written notice pursuant to any contract entered\ninto by the Bank prior to receipt of such notice; and the sole effect of\nrevocation or termination hereof shall be to exclude from this guaranty\nliabilities thereafter arising which are unconnected with liabilities therefore\narising or transactions therefore entered into.\n\nAll notices provided to be given to the Bank herein shall be sent by registered\nor certified mail, return receipt requested.\n\nAny and all rights and claims of the undersigned against the Borrower of any of\nits property, arising by reason of any payment by the undersigned to the Bank\npursuant to the provisions of this guaranty, shall be subordinate and subject in\nright of payment to the prior payment in full of all liabilities of the Borrower\nto the Bank.\n\nAll property of the undersigned shall be held by the Bank subject to a lien and\na security interest in favor of the Bank, as security for any and all\nliabilities of the undersigned to the Bank. The term \"property of the\nundersigned\" shall include all property of every description, now or hereafter\nin the possession or custody of the \n\n\n\n\nBank for any purpose, including safekeeping, collection or pledge, for account\nof the undersigned, or as to which the undersigned may have any right or power.\nthe balance of every account of the undersigned with, and each claim of the\nundersigned against, the Bank existing from time to time, shall be subject to a\nlien and subject to be set off against any and all liabilities of the\nundersigned to the Bank, and the Bank may at any time or from time to time at\nits option and without notice appropriate and apply toward the payment of any\nsuch liabilities the balance of each such account of the undersigned with, and\neach such claim of the undersigned against, the Bank Upon the happening of any\nof the following events: the insolvency (however evidenced) of the Borrower\nand\\or the undersigned an material adverse change in the financial condition of\nthe Borrower according to the Bank's discretion and\\or the undersigned, or\nsuspension of business of the Borrower and\\or of the undersigned, or the\nissuance of any warrant, process or order of attachment, garnishment or other\nlien and\/or the filing of a lien as a result thereof against any of the property\nof the Borrower and\\or the undersigned which is not withdrawn or set aside\nwithin forty five (45) days, or the making by the Borrower and\\or the\nundersigned of an assignment for the benefit of creditors, or a trustee or\nreceiver being appointed for the Borrower and\\or the undersigned or for any\nproperty of any of them, or any proceeding being commenced by or against the\nBorrower and\\or the undersigned which is not withdrawn or set aside within forty\nfive (45) days under any bankruptcy, reorganisation, arrangement of debts,\ninsolvency, readjustment of debt, receivership, liquidation or disolution law or\nstatute, or it appears that any representation in any financial or other\nstatement of the Borrower and\\or the undersigned, delivered to the Bank by or on\nbehalf of the Borrower or the undersigned is untrue or incomplete, or if the\nBank ,according to his reasonablr discretion, deems itself insecure - then and\nin any such event, and at any time thereafter, the Bank may, , make the\nliabilities of the Borrower to the Bank, whether or not then due, immediately\ndue and payable hereunder as to the undersigned, and the Bank shall be entitled\nto enforce the obligations of the undersigned hereunder.\n\nIf claim is ever made upon the Bank for repayment or recovery of any amount or\namounts received by the Bank in payment or on account of any of the liabilities\nof the Borrower and the Bank repays all or part of said amount by reason of (a)\nany judgement, decree or order of any court or administrative body having\njurisdiction over the Bank or any of its property, or (b) any settlement or\ncompromise of any such claim effected by the Bank with any such claimant\n(including the Borrower), then and in such event the undersigned agree that any\nsuch judgement, decree, order, settlement or compromise shall be binding upon\nthe undersigned, notwithstanding any revocation hereof or the cancellation of\nany note or other instrument evidencing any liability of the Borrower, and the\nundersigned shall be and remain liable to the Bank hereunder for the amount so\nrepaid or recovered to the same extent as if such amount had never originally\nbeen received by the Bank.\n\nAny acknowledgement or new promise, whether by payment of principal or interest\nor otherwise and whether by the Borrower or others (including the undersigned),\nwith respect to any of the liabilities of the Borrower shall, if the statute of\nlimitations in favor of the undersigned against the Bank shall have commenced to\nrun, toll the \n\n\n\n\nrunning of such statute of limitations and, if the period of such statute of\nlimitations shall have expired, prevent the operation of such statute of\nlimitations.\n\nNo delay on the part of the Bank in exercising any of its options, powers or\nrights, or partial or single exercise thereof, shall constitute a waiver\nthereof. No waiver of any of its rights hereunder, and no modification or\namendment of this guaranty, shall be deemed to be made by the Bank unless the\nsame shall be in writing, duly signed on behalf of the Bank, and each such\nwaiver, if any, shall apply only with respect to the specific issue involved,\nand shall in no way impair the rights of the Bank or the obligations of the\nundersigned to the Bank in any other respect at any other time.\n\nThe undersigned shall pay the unpaid accounts of the obligations of the Borrower\nin U.S. currency and at the same places where such liabilities are payable by\ntheir terms.\n\nThe term \"Bank\" includes any agent of the Bank acting for it.\n\nThis Guaranty and the rights and obligations of the Bank and of the undersigned\nhereunder shall be governed and construed in accordance with the internal laws\nof the State of New York without giving effect to conflict of law principles.\nThe undersigned submit to the jurisdiction of the federal and state courts in\nthe State of New York with respect to any dispute arising hereunder or relating\nto any of the liabilities of the Borrower. Service of process may be made on the\nundersigned by personal delivery at, or by mail addressed to, any address to\nwhich the Bank may address notices to the undersigned as set forth below. Any\njudicial proceeding shall take place in New York County without a jury, which is\nhereby waived. The undersigned also waive the right to assert any counterclaim\nor setoff in any litigation brought to enforce the Bank's rights and remedies\nhereunder. In connection with any litigation, the undersigned irrevocable waive\nany sovereign immunity that they may have or hereafter acquire, including but\nnot limited to immunity from the jurisdiction of any court, from any legal\nprocess, from attachment prior to judgement, from attachment in aid of\nexecution, from execution or otherwise.\n\nAny notice in connection with this Guaranty shall be in writing and may be\ndelivered personally or by cable, telex, telecopy or other electronic means of\ncommunication, or by certified mail, return receipt requested, addressed (a) to\nthe undersigned as set forth below and (b) to the Bank at Bank Hapoalim B.M. Any\nsuch notice or other communication may also be addressed to such other\naddress(es) as may be designated in writing afterwards. All such notices or\nother communication shall be deemed given when delivered personally or\nelectronically or when mailed, except notice of change of address, which shall\nbe deemed to have been given when received.\n\nDATE: ______________________\n\nPRINT NAME OF GUARANTOR: Bio Technology General Corporation\n\n\n\n\nPRINT ADDRESS: \n               -----------------------------------------------\nTELEX, TELECOPY OR SIMILAR NUMBER: \n                                   ---------------------------\n(SIGNATURE) BY:    \/s\/\n                ----------------------------------------------\nPRINT NAME AND TITLE: \n                      ----------------------------------------\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6900],"corporate_contracts_industries":[9406],"corporate_contracts_types":[9560,9565],"class_list":["post-41353","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bio-technology-general-corp","corporate_contracts_industries-drugs__botanical","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\/41353","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=41353"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41353"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41353"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41353"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}