FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged, and in order to induce WOLFF BROS. SUPPLY, INC. to extend or continue to extend credit to the Obligor, the undersigned, jointly and severally, unconditionally guarantee to WOLFF BROS. SUPPLY, INC., hereafter called “Obligee,” the full and prompt payment and performance by “Obligor,” all the obligations which Obligor presently (including unpaid prior delinquent accounts and charges) or hereafter may have to Obligee and payment when due of all sums presently (including unpaid prior delinquent accounts and charges) or hereafter owing by the Obligor to Obligee, and agree to indemnify Obligee against any losses Obligee may sustain and expenses Obligee may incur as a result of the failure of Obligor to pay or perform its obligations.
For the purposes of this guaranty and indemnity, all sums owing to Obligee by Obligor shall be deemed to have become immediately due and payable if (a) Obligor defaults in any of its obligations to Obligee; (b) a petition under any chapter of the Bankruptcy Act as amended, or for the appointment of a receiver of any part of the property of Obligor be filed against Obligor, and be not dismissed within thirty (30) days; (c) such a petition be filed by Obligor; (d) Obligor makes a general assignment for the benefit of creditors, suspends business, or commits any act amounting to a business failure; or (e) an attachment be levied or tax lien be filed against any of Obligor’s property.
This shall be a continuing guaranty and indemnity, and irrespective of the lack of any notice to or consent of undersigned, their obligations hereunder shall not be impaired in any manner whatsoever by any (a) new agreements or obligations of Obligor with or to Obligee; amendments, extensions, modifications, renewals, or waivers of default as to any existing or future agreements or obligations of Obligor to Obligee, or extensions of credit by Obligee or Obligor; (b) adjustments, compromises, or releases of any obligations of Obligor, undersigned, or other parties, or exchanges, releases or sales of any security of Obligor, undersigned or other parties; (c) fictitious, incorrectness, invalidity, or unenforceability, for any reason, of any instrument or writing or acts of commission or omission by Obligee or Obligor; (d) compositions, extensions, moratoria, or other relief granted to Obligor pursuant to any statute presently in force or hereafter enacted; or (e) interruptions in the business relations between Obligee and Obligor.
Notice of Obligee’s acceptance hereof, of default, and nonpayment by Obligor or any other parties, of presentment, protest, and demand and of all other matters of which undersigned otherwise might be entitled, is waived. It shall not be necessary for the Obligee to take proceeding against the Obligor or exhaust any remedies it has against Obligor before applying to the undersigned for the payment of any sums, the payment of which is hereby guaranteed.
The obligations hereunder of each of the undersigned are independent and several, and shall be binding upon their respective heirs and personal representatives. The failure of any person to sign this guaranty and indemnity shall not affect the liability hereunder of any signor thereof. The death or release from liability hereunder of any of the undersigned shall not relieve the others from liability hereunder.
Each of the undersigned may terminate his or her obligations hereunder as to then future transactions between Obligee and Obligor only by written notice delivered by registered mail to Obligee at 6078 Wolff Road, Medina, Ohio 44256, provided, however, that such termination shall not affect either his or her liability hereunder with respect to any obligations of Obligor to Obligee incurred prior to Obligee's receipt of such notice, or the continuing liability of such of the others of undersigned as have not given such notice.
Undersigned shall reimburse Obligee, on demand, for all expenses, including reasonable attorneys' fees, incurred by Obligee in the enforcement or attempted enforcement of any of Obligee's right hereunder against any of undersigned.
This guaranty and indemnity is assignable, shall be construed liberally in Obligee's favor, and shall inure to the benefit of Obligee's successors and assigns.
If Obligor should default in the performance of any of Obligor's obligations to Obligee, and if any third party makes any payment to Obligee with respect thereto, such third party shall, to the extent thereof, be subrogated to all of Obligee's rights against undersigned.
All parties agree that the legal rights and obligations hereunder shall be determined in accordance with the laws of the State of Ohio, and any legal action hereunder shall be brought in the Courts of Medina County, Ohio.
CREDIT CHECK: The undersigned consents to a credit report inquiry by Wolff Bros. Supply, Inc. prior to granting credit to applicant. This may include a credit report inquiry for both a business entity seeking a credit account with Wolff Bros. Supply, Inc., as well as any individual, including Unconditional Guaranty entities and individuals.