Please deliver to the above customer (the "Customer") such goods as it may order from time to time in its business (the "Purchases").
For Valuable consideration, which is hereby acknowledged, the undersigned (the "guarantor") agrees, in his/her personal capacity, to be personally, unconditionally, and absolutely responsible for any unpaid balance for the Purchases (the "Guaranty" The obligations set forth in the Guaranty shall continue in full force and effect for all Purchases made by the Customer. The Guaranty and the obligations of the Guarantor shall be irrevocable and shall not be discharged (neither through insolvency nor formal bankruptcy proceedings) until any and all unpaid balances owed by the Customer to NKS are fully paid and satisfied.
Guarantor hereby authorizes and empowers any Justice of the Peace in the State of Delaware or elsewhere, without process, to enter judgment, or any Clerk, Prothonotary or Attorney of any Court of Record in the State of Delaware, or elsewhere, with or without process, to appear for him or her and, upon default and failure to cure same within any applicable grace period, to confess judgement in the Superior Court of the State of Delaware or any other court of record in Delaware or elsewhere regarding any obligations owed by Customer to NKS, together with any applicable interest and reasonable counsel fees, without process against him/her, his/her heirs, personal representatives, executors, administrators or assigns, in connection with any action brought by NKS to enforce its rights under the Guaranty, with stay of execution until day of payment.
Guarantor Waives: (i) notice of acceptance of the Guaranty (ii) all suretyship defenses (iii) the benefit of any and all exemption laws of the State of Delaware or elsewhere; and (iv) all other notices and demands otherwise required by law which Guarantor may lawfully waive, including without limitation, any and all notices relating tothe confession-of-judgement provision contained in the Guaranty. Moreover, no delay on the party of NKS in exercising any of its rights, powers or privileges or partial or single exercise thereof under this Guaranty shall operate as a waiver of any such privileges, powers or rights.
NKS may, in its sole discretion, exercise any right or remedy which NKS has under this Guaranty or otherwise provided by law (such rights and remedies being cumulative and not alternative or exclusive) without pursuing or exhausting any right or remedy NKS has against Guarantor or any other person or entity.
The Laws of Delaware Shall govern the construction of this Guaranty and the rights remedies, and provisions hereof without regard to the principles of conflict of laws.
This Guaranty represents the entire agreement and understanding of NKS and Guarantor concerning the subject matter hereof, and supersedes all other prior agreements and understandings concerning the subject matter hereof, whether oral or written.