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EXHIBIT 10.50
GUARANTY
THIS GUARANTY (this "Guaranty"), dated as of September ___, 2005, is
made by Emtec, Inc., a Delaware corporation (the "Guarantor") in favor of
_____________________.
Background
WHEREAS, the Guarantor is a Delaware corporation and indirect holder
of all outstanding capital stock of Westwood Computer Corporation (the
"Company"). The Company and the Holder are parties to that certain Subordinated
Note, dated as of April 16, 2004 (the "Promissory Note"); and
WHEREAS, pursuant to the Promissory Note, the Company agrees to pay
to the Holder the principal amount of $_________; and
WHEREAS, in connection with the transactions contemplated by that
certain Merger Agreement by and among Guarantor, Emtec Viasub, LLC and Darr
Westwood Technology Corporation dated as of July 14, 2005, the Guarantor has
agreed to execute and deliver to the Holder a guaranty guaranteeing the
obligations of the Holder under the Promissory Note; and
WHEREAS, Guarantor has determined that (i) it will derive
substantial direct and indirect benefit from the transactions contemplated by
the Merger Agreement and (ii) it was and will be solvent both before and after
giving effect to the transactions contemplated by the Merger Agreement and this
Guaranty.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained and intending to be legally bound, the Guarantor hereby agrees with
the Holder as follows:
Section 1. Definitions. All terms used in this Guaranty which are not
otherwise defined herein shall have the meanings set forth in the Promissory
Note.
Section 2. Guaranty.
(a) The Guarantor hereby irrevocably, absolutely and
unconditionally, becomes surety for and guarantees the prompt payment, as and
when due and payable, of all amounts now or hereafter owing in respect of the
Promissory Note, whether for principal, interest, fees or otherwise, and the due
performance and observance by the Company of its obligations now or hereafter
existing in respect of the Promissory Note (the "Indebtedness").
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(b) Payment by the Guarantor is due upon demand by the Holder
and is payable in immediately available funds in lawful money of the United
States of America after the expiration of any available grace period provided
herein or in the Promissory Note.
Section 3. Guarantor's Indebtedness Unconditional.
(a) Subject to the terms hereof, the Guarantor hereby
guarantees that the Indebtedness will be paid strictly in accordance with the
terms of the Promissory Note, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Holder with respect thereto. The liability of the Guarantor to the
extent herein set forth shall be absolute and unconditional, irrespective of:
(i) any lack of validity or enforceability of the Promissory Note; (ii) any
change in the time, manner or place of payment of, or in any other term in
respect of, all or any of the Indebtedness, or any other amendment or waiver of
or consent to any departure from the Promissory Note; (iii) the absence of any
action on the part of the Holder to obtain payment of the Indebtedness from the
Company; (iv) any insolvency, bankruptcy, reorganization or dissolution, or any
proceeding in respect thereof of the Company or the Guarantor; or (v) the
absence of notice or the absence of or any delay in any action to enforce any
Indebtedness.
(b) This Guaranty (i) is a continuing limited guarantee and
shall remain in full force and effect until the satisfaction in full of the
Indebtedness; and (ii) shall continue to be effective or shall be reinstated, as
the case may be, if at any time any payment of any of the Indebtedness is
rescinded or must otherwise be returned by the Holder upon the insolvency,
bankruptcy or reorganization of the Company, or otherwise, all as though such
payment had not been made.
Section 4. Waivers. The Guarantor hereby waives (a) promptness and
diligence; (b) notice of any actions taken by the Holder or the Company under
the Promissory Note; and (c) all other notices, demands and protests, and all
other formalities of every kind in connection with the enforcement of the
Indebtedness or of the obligations of the Guarantor to the extent herein set
forth, the omissions of or delay in which, but for the provisions of this
Section 4, might constitute grounds for relieving the Guarantor of its
obligations to the extent herein set forth.
Section 5. Subrogation. The Guarantor will not exercise any rights which
it may acquire by way of subrogation hereunder, by any payment made by it
hereunder or otherwise, until such date on which all of the Indebtedness shall
have been satisfied in full. If any amount shall be paid to the Guarantor on
account of such subrogation rights at any time when all of the Indebtedness and
all other expenses guaranteed pursuant hereto shall not have been paid in full,
such amount shall be held in trust for the benefit of the Holder, shall be
segregated from the other funds of the Guarantor and shall forthwith be paid
over to the Holder to be applied in whole of in part by the Holder against the
Indebtedness, whether matured or unmatured, in accordance with the terms of the
Promissory Note or any other agreement relating thereto. If the Guarantor shall
make payment to the Holder of all or any portion of the Indebtedness and all of
the Indebtedness shall be paid in full, the Holder will, at the Guarantor's
request, execute and deliver to the Guarantor (without recourse, representation
or warranty) appropriate documents
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necessary to evidence the transfer by subrogation to the Guarantor of an
interest in the Indebtedness resulting from such payment by the Guarantor, such
subrogation to be fully subject and subordinate, however, to the collection by
the Holder of all other amounts due to the Holder by the Company under the
Promissory Note.
Section 6. Notices, Etc. Except as may be otherwise provided herein, any
demand, notice, request or communication required or permitted hereunder upon or
to the Guarantor or the Holder shall be deemed to have been sufficiently given
or served for all purposes hereof if personally delivered, mailed by private
overnight courier service, with postage prepaid, or mailed by certified mail,
postage prepaid, return receipt requested, if to the Guarantor, Emtec, Inc., 11
Diamond Road, Springfield, NJ 07081, and if to the Holder, at its address
specified in the Promissory Note. Any such notice shall be deemed given on the
date delivered, if personally delivered, three (3) business days after mailing,
if sent by certified mail, or the next business day after mailing, if sent by
private overnight courier service with confirmed delivery.
Section 7. Representations and Warranties. The Guarantor hereby
represents and warrants to the Company and Holder (which representations and
warranties shall survive the delivery of this Guaranty) that:
(a) The Guarantor (i) is a corporation duly organized and validly
existing and in good standing under the laws of the State of Delaware and is
duly qualified to transact business in each jurisdiction where because of the
nature of its business or property such qualification is required except where
the failure to be so qualified would not have a Material Adverse Effect (as
defined below), (ii) has full power and authority to own its properties and
assets and to carry on its business as now being conducted and as presently
contemplated, and (iii) has full power and authority to execute and deliver, and
perform its obligations under, this Guaranty.
(b) The execution and delivery of, and performance by the
Guarantor of its obligations under, the Guaranty are within its corporate power,
have been duly authorized by all requisite action and do not and will not
violate any provision of law, any order, judgment or decree of any court or
other agency of government, the corporate charter or by-laws of the Guarantor or
any indenture, agreement or other instrument to which the Guarantor is a party,
or by which the Guarantor is bound, or be in conflict with, result in a breach
of, or constitute (with due notice or lapse of time or both) a default under, or
result in the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the property or assets of the Guarantor pursuant
to, any such indenture, agreement or instrument, except where such violation,
conflict or default would not have a material adverse effect on the properties,
assets or condition (financial or otherwise) of the Guarantor (hereinafter, a
"Material Adverse Effect"). The Guaranty constitutes the valid and binding
obligation of the Guarantor, enforceable against it in accordance with its
terms, subject, however, to bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting the rights and remedies of creditors generally or the
application of principles of equity, whether in any action in law or proceeding
in equity, and
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subject to the availability of the remedy of specific performance or of any
other equitable remedy or relief to enforce any right under any such agreement.
(c) The Guarantor is not required to obtain any consent, approval
or authorization from, or to file any declaration or statement with, any
governmental instrumentality or other agency, or any other person or entity, in
connection with or as a condition to the execution, delivery or performance of
any of the Guaranty.
(d) There is no action, suit or proceeding at law or in equity or
by or before any governmental instrumentality or other agency, including any
arbitration board or tribunal, now pending or, to the knowledge of the
Guarantor, threatened (nor is any basis therefor known to the Guarantor), (i)
which questions the validity of any of the Guaranty, or any action taken or to
be taken pursuant hereto or thereto, or (ii) against or affecting the Guarantor
which, if adversely determined, either in any case or in the aggregate, would
have a Material Adverse Effect.
(e) The Guarantor is not a party to any agreement or instrument
or subject to any corporate, partnership or other restriction which could have a
Material Adverse Effect. The Guarantor is not in violation of any provision of
its corporate charter or by-laws or any material indenture, agreement or
instrument to which it is a party or by which it is bound or, to the best of the
Guarantor's knowledge and belief, of any provision of law or any order, judgment
or decree of any court or other governmental authority.
(f) The Guarantor is solvent and, as of the date hereof, (i) able
to pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the ordinary course of business, (ii) does not
intend to, and does not believe that it will, incur debts or liabilities beyond
its ability to pay as such debts and liabilities mature in their ordinary
course, (iii) is not engaged in a business or a transaction, and is not about to
engage in a business or a transaction, for which the Guarantor would constitute
unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which the Guarantor is engaged or is to engage, (iv)
of the reasonable understanding that the fair value of its property is greater
than the total amount of liabilities, including, without limitation, contingent
liabilities, of the Guarantor and (v) of the reasonable understanding that the
present fair saleable value of the assets of the Guarantor is not less than the
amount that will be required to pay the probable liability of the Guarantor on
its debts as they become absolute and matured (collectively, the foregoing
conditions being hereinafter referred to as "Solvent"). The Guarantor's
obligations under this Guaranty do not prevent the Guarantor from being Solvent;
the Guarantor is not contemplating either the filing of a petition by the
Guarantor under any state or federal bankruptcy or insolvency laws or the
liquidating of all or a major portion of the Guarantor's property; and the
Guarantor has no knowledge of any person contemplating the filing of any such
petition against the Guarantor.
Section 8. Miscellaneous.
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(a) No amendment of any provision of this Guaranty shall be
effective as to the Guarantor unless it is in writing and signed by the
Guarantor and consented to by the Holder, and no waiver of any provision of this
Guaranty and no consent to any departure by the Guarantor therefrom, shall be
effective unless it is in writing and signed by the Holder, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given.
(b) No failure on the part of the Holder to exercise, and no
delay in exercising any right hereunder or under the Promissory Note shall
operate as a waiver thereof nor shall any single or partial exercise of any
right preclude any other or further exercise thereof or the exercise of any
other right. The rights and remedies of the Holder provided herein and in the
Promissory Note are cumulative and are in addition to, and not exclusive of, any
rights or remedies provided by law.
(c) Any provision of this Guaranty which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or invalidity without invalidating the
remaining portions hereof or thereof or affecting the validity or enforceability
of such provision in any other jurisdiction.
(d) This Guaranty is a contract of suretyship and shall not
be construed to be only a guaranty of collection and shall (i) be binding on the
Guarantor and its successors and assigns, and (ii) inure, together will all
rights and remedies of the Holder, to the benefit of the Holder and its
respective successors, transferees and assigns.
(e) This Guaranty is intended by the Guarantor and the Holder
as a final expression of the Guarantor's agreement to guarantee the Indebtedness
and is intended also as a complete and exclusive statement of the terms of such
agreement. No course of prior dealings between the parties, no usage of trade
and no parole or extrinsic evidence of any nature shall be used or relevant to
supplement or explain or modify any term used in this Guaranty.
(f) This Guaranty shall be governed by and construed in
accordance with the laws of the State of New Jersey.
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
as of the date first written above.
EMTEC, INC.
By:________________________________
Name:
Title: