Personal guarantees clause samples

There was a special condition noted in the offer for each of these mortgages that the directors of the company were to provide personal guarantees. In all cases a copy of the signed guarantee form was found on file.

The principals of Stradella Court have provided personal guarantees. Based on the initial draw amount as of the closing date, the Stradella Court Fletcher Senior Loan’s loan-to-cost ratio, or the LTC ratio, was approximately 45% and was approximately 63% of the property purchase price. The LTC ratio is the amount of the Stradella Court Fletcher Senior Loan divided by the cost incurred at settlement of the purchase and the Stradella Court Fletcher Senior Loan’s. There can be no assurance that such estimated costs will prove to be accurate. Based on the initial draw amount as of its closing date, the Stradella Court Fletcher Senior Loan’s loan-to-value ratio, or the LTV ratio, was approximately 62%. The LTV ratio is the amount of the Stradella Court Fletcher Senior Loan divided by the March 2017 CBRE appraised value of the Stradella Court Fletcher Property. There can be no assurance that such value is correct.

6.13 Personal Guarantees. Tim Robinson and Tommy James have guaranteed various obligations of the Company, including, without limitation, the guarantees set forth in Section 6.13 of the Disclosure Schedule (collectively, the “Personal Guarantees”). Both prior to and after the Closing (i) the Buyer and the Company shall use their best efforts to release Messrs. Robinson and James from the Personal Guarantees, (ii) Messrs. Robinson and James shall notify the beneficiaries of such Personal Guarantees that they are no longer liable for any liability of the Company created after the Closing Date, and (iii) the Buyer and the Company shall offer to replace the Personal Guarantees of Messrs. Robinson and James with other guarantees or collateral satisfactory to such creditors.

9.2 Indemnification by Seller. From and after the Closing, the Seller agrees to indemnify, defend and save Buyer and its Affiliates, stockholders, officers, directors, employees, agents and representatives (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) harmless from and against any and all liabilities, deficiencies, demands, claims, Actions, assessments, losses, costs, expenses, interest, fines, penalties and damages (including fees and expenses of attorneys and accountants and costs of investigation) (individually and collectively, the “Losses”) suffered, sustained or incurred by any Buyer Indemnified Party arising out of or otherwise by virtue of: (a) any breach of any of the representations or warranties of the Seller or the Company contained in ARTICLE III or IV of this Agreement, (b) the failure of Seller to perform any of its covenants or obligations contained in this Agreement, or (c) the Personal Guarantees. The amount of any Losses subject to indemnification under this Section 9.2 shall be calculated net of any tax benefit and insurance proceeds actually recognized or reasonably expected to be recognized by the party seeking indemnification arising in connection with the accrual or incurrence of such Loss (determined on a with and without basis).