{"id":43423,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/guaranty-purchasepro-com-inc-and-ronald-m-dressin.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"guaranty-purchasepro-com-inc-and-ronald-m-dressin","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/guaranty-purchasepro-com-inc-and-ronald-m-dressin.html","title":{"rendered":"Guaranty &#8211; PurchasePro.com Inc. and Ronald M. Dressin"},"content":{"rendered":"<pre>             GUARANTY OF RONALD M. DRESSIN\n\n\n                                   GUARANTY\n                                   --------\n                                        \n\n     This GUARANTY (\"Guaranty\"), dated as of October 30, 2000, is made by Ronald\nM. Dressin (the \"Guarantor\"), in favor of PurchasePro.com, Inc., a Nevada\ncorporation (\"PurchasePro\").\n\n                                R E C I T A L S\n\n     WHEREAS, Stratton Warren Software, Inc. (\"Stratton\") has entered into an\nAgreement for Purchase and Redemption of Shares of Stratton Warren Software,\nInc., dated as of September 18, 2000 (the \"Redemption Agreement\"), by and\nbetween Stratton and Andrew S. Anderson (\"Anderson\"), whereby Stratton has\nagreed to pay Three Million Five Hundred Thousand Dollars ($3,500,000) for all\nof Anderson's Stratton Common Stock (the \"Anderson Shares\");\n\n     WHEREAS, PurchasePro, Stratton and the Guarantor have entered into that\ncertain Stock Purchase Agreement (the \"Purchase Agreement\"), dated as of the\nsame date hereof; and\n\n     WHEREAS, PurchasePro is willing to satisfy Stratton's obligation to\npurchase the Anderson Shares for Three Million Five Hundred Thousand Dollars\n($3,500,000) only if the Guarantor executes and delivers this Guaranty.\n\n     NOW, THEREFORE, in consideration of the foregoing and of the mutual\ncovenants contained herein, the parties hereby agree as follows:\n\n     1.  Guaranty.  The Guarantor hereby unconditionally and irrevocably\n         --------                                                       \nguarantees the full and prompt payment when due of any and all amounts due and\npayable by Stratton or Anderson, as the case may be, to PurchasePro pursuant to\nSections 9.2(c)-(e) of the Purchase Agreement (the \"Payment\").\n\n     2.  Obligations Paid in Accordance with Terms Hereof and Sections 9.2(c)-\n         --------------------------------------------------------------------\n(e) of the Purchase Agreement.  The Guarantor guarantees that the Payment shall\n-----------------------------                                                  \nbe paid in accordance with the terms and provisions hereof and Sections 9.2(c)-\n(e) of the Purchase Agreement without regard to any applicable law now or\nhereafter in affect in any jurisdiction that might in any manner affect any of\nsuch terms or provisions or the rights of PurchasePro with respect hereto.\n\n     3.  Enforcement of Guaranty.  After five (5) days from the date on which\n         -----------------------                                             \nthe  Payment is due and payable by Stratton or Anderson, as the case may be,\nPurchasePro, in its sole discretion, may proceed directly against the Guarantor\nto exercise any right or remedy that PurchasePro may have under this Guaranty\nwithout pursuing or exhausting any other right or remedy that PurchasePro may\nhave against Stratton or Anderson.\n\n     4.  Guaranty Absolute.  The obligations of the Guarantor hereunder shall be\n         -----------------                                                      \nabsolute and unconditional irrespective of the validity, legality or\nenforceability of Sections 9.2(c)-(e) of the Purchase Agreement or any event\nthat might otherwise constitute a legal or equitable discharge of a guarantor,\nand shall not be subject to any defense, counterclaim, setoff, recoupment,\nabatement, reduction or other determination that the Guarantor may have against\nPurchasePro, it being agreed that the agreements and liabilities of the\nGuarantor hereunder shall not be discharged except by payment or as otherwise\nexpressly provided in this Guaranty.  The Guarantor acknowledges that there are\nno conditions precedent to the effectiveness of this Guaranty, and that this\nGuaranty is in full force and effect and is binding on the Guarantor as of the\ndate written above, regardless of whether PurchasePro obtains collateral or\nsimilar guaranties from others or takes any other action.  The liability of the\nGuarantor hereunder shall be reinstated and revived and the rights of Stratton\nor Anderson, as the case may be, shall continue with respect to any amount paid\nby Stratton or Anderson, as the case may be, on account \n\n \nof the Payment guaranteed hereby, which shall thereafter be required to be\nrestored or returned by PurchasePro upon the bankruptcy, insolvency or\nreorganization of Stratton or Anderson, as the case may be, or for any other\nreason, all as though such amount had not been paid.\n\n     5.  Waiver.  The Guarantor hereby waives notice of acceptance of this\n         ------                                                           \nGuaranty and of any action taken or omitted in reliance thereon.  The Guarantor\nwaives any right to require PurchasePro to: (a) proceed against any person,\nincluding Stratton or Anderson, (b) proceed against or exhaust any collateral\nheld from Stratton or Anderson or any other person; (c) pursue any other remedy\nin PurchasePro's power; or (d) make any presentments, demands for performance,\nor give any notices of nonperformance, protests, notices of protests or notices\nof dishonor in connection with any obligations or evidences of the Payment\nguaranteed hereunder, or in connection with the creation of new or additional\nPayments.\n\n     6.  Continuing Guaranty of Payment.  The Guarantor hereby represents and\n         ------------------------------                                      \nagrees that this is a present and continuing guaranty of payment and that this\nGuaranty (a) shall be binding upon the Guarantor and his respective successors\nand assigns and (b) shall inure to and shall be enforceable by PurchasePro and\nits successors, transferees and assigns.\n\n     7.  Representations, Warranties and Covenants.  The Guarantor hereby\n         -----------------------------------------                       \nrepresents, warrants and covenants to PurchasePro that:\n\n         7.1  No Breach.  The execution and delivery of this Guaranty by the\n              ---------                                                     \nGuarantor will not result in any breach of or default under any provision of any\ncontract or agreement of any kind to which the Guarantor is a party or by which\nthe Guarantor is bound or to which the Guarantor's assets or properties are\nsubject.\n\n         7.2  Due Authorization; Enforceability.  The execution of this\n              ---------------------------------                        \nGuaranty has been duly authorized by all required action of the Guarantor and\nthis Guaranty constitutes a valid, legal and binding guaranty of the Guarantor,\nenforceable in accordance with its terms.\n\n     8.  Miscellaneous.\n         ------------- \n\n         8.1  Governing Law.  This Guaranty is governed by and construed in\n              -------------                                                \naccordance with the laws of the State of California, without reference to\nprinciples of conflicts of laws.\n\n         8.2  Costs, Expenses and Attorneys' Fees.  All costs and expenses,\n              -----------------------------------                          \nincluding reasonable attorneys' fees, made or incurred by PurchasePro in the\nenforcement of this Guaranty or in the collection of any of the Payment shall be\npaid by the Guarantor immediately upon demand.\n\n         8.3  Notices.  Any notice, request, demand or other communication\n              -------                                                     \npermitted or required to be given shall be in writing, shall be signed by the\nparty giving it, shall be sent to the addressee at the address set forth below\n(or at such other address as shall be designated hereunder by notice to the\nother parties and persons receiving copies) and shall be deemed conclusively to\nhave been given (a) when sent by telefax, telex or telegram, (b) on the third\nday following the day sent by certified or registered United States mail,\npostage prepaid and return receipt requested, or (c) when otherwise delivered to\naddressee.  The addresses of the parties are as follows:\n\n              (a)   If to PurchasePro, at the following address:\n\n                    PurchasePro.com, Inc.\n                    3291 North Buffalo Drive\n                    Las Vegas, Nevada  89129\n                    Attn:  Scott Wiegand\n\n              (b)   If to Guarantor, at the following address:\n\n                    Mr. Ronald M. Dressin\n\n \n                     1361 Acorn Patch Lane\n                     Poway, CA  92064\n\n         8.4  Entire Agreement.  This Guaranty and Sections 9.2(c)-(e) of the\n              ----------------                                               \nPurchase Agreement contain all the terms and conditions of and the entire\nagreement between PurchasePro and the Guarantor relating to the subject matter\nhereof.\n\n         8.5  Counterparts.  This Guaranty may be executed in one or more\n              ------------                                               \ncounterparts, and by facsimile, each of which may be executed by one or more of\nthe parties hereto, but all of which, when taken together, shall constitute but\none agreement.\n\n         8.6  No Waiver by Action, Etc.  Any waiver or consent respecting any\n              -------------------------                                      \nrepresentation, warranty or other provision of this Guaranty shall be effective\nonly in the specific instance and for the specific purpose for which given and\nshall not be deemed, regardless of the frequency given, to be a further or\ncontinuing waiver or consent.  The failure or delay of a party at any time or\ntimes to require performance of, or to exercise its rights with respect to, any\nrepresentation, warranty or other provision of this Guaranty in no manner\n(except as otherwise expressly provided herein) shall affect its right at a\nlater time to enforce any such provision.  No notice to or demand on a party in\nany case shall entitle such party to any other or further notice or demand in\nthis same, similar or other circumstances.\n\n         8.7  Amendments.  This Guaranty may not be amended, modified, waived or\n              ----------                                                        \nassigned except by a writing signed by the Guarantor and PurchasePro.\n\n         IN WITNESS WHEREOF, each of the parties hereto has caused this Guaranty\nto be executed and delivered as of the date first set forth above.\n\n\n                                             \"GUARANTOR\"\n\n                                             _______________________________ \n                                             Ronald M. Dressin               \n\n \nApproved and Accepted:\n\nPURCHASEPRO.COM, INC.\na Nevada corporation\n\nBy: _________________________________ \n\nName: __________________________________ \n\nTitle: _________________________________ \n\n\n\n                         [SIGNATURE PAGE OF GUARANTY]\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9627],"class_list":["post-43423","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43423","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=43423"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43423"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43423"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43423"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}