Exhibit 10.16
SURETY AGREEMENT
THIS SURETY AGREEMENT is made this 29th day of November, 2006 by NEW AGE
TRANSLATION, INC., a Delaware corporation (to be known as InfoLogix, Inc.,
"Guarantor") in favor of SOVEREIGN BANK ("Bank").
BACKGROUND
A.
BANK HAS AGREED TO EXTEND OR CONTINUE TO EXTEND CERTAIN CREDIT
FACILITIES TO INFO LOGIX INC., (TO BE KNOWN AS INFOLOGIX SYSTEMS CORPORATION)
EMBEDDED TECHNOLOGIES, LLC AND OPT ACQUISITION, LLC (JOINTLY, SEVERALLY AND
COLLECTIVELY, "BORROWER"), IN CONSIDERATION OF, INTER ALIA, THE COVENANTS AND
OBLIGATIONS MADE AND ASSUMED BY GUARANTOR AS HEREIN SET FORTH.
B.
GUARANTOR WILL BENEFIT DIRECTLY AND INDIRECTLY FROM THE EXTENSION
OR CONTINUATION OF SUCH CREDIT FACILITIES TO BORROWER.
NOW, THEREFORE, for good and valuable consideration, and intending to be legally
bound hereby, Guarantor irrevocably and unconditionally agrees as follows:
1.
DEFINITIONS.
FOR PURPOSES OF THIS SURETY AGREEMENT:
1.1
"BANK INDEBTEDNESS" SHALL MEAN ALL OBLIGATIONS, INDEBTEDNESS AND
LIABILITIES
OF BORROWER TO BANK OF ANY NATURE, WHETHER PRIMARY, SECONDARY,
ABSOLUTE, CONTINGENT, SOLE, JOINT, SEVERAL OR JOINT AND SEVERAL, SECURED OR
UNSECURED, AND WHETHER OWED TO BANK BY BORROWER AS MAKER, ENDORSER, GUARANTOR,
SURETY OR OTHERWISE, AND ALL INTEREST THEREON (INCLUDING WITHOUT LIMITATION, ANY
INTEREST ACCRUING THEREON AFTER MATURITY, OR AFTER THE FILING OF ANY BANKRUPTCY,
INSOLVENCY OR SIMILAR PROCEEDING, WHETHER OR NOT A CLAIM FOR POST-FILING OR
POST-PETITION INTEREST IS ALLOWED IN SUCH PROCEEDING) AND ALL FEES, COSTS AND
EXPENSES (INCLUDING ATTORNEY'S FEES AND LEGAL EXPENSES) RELATED THERETO, NOW OR
AT ANY TIME OR TIMES HEREAFTER EXISTING, CONTRACTED OR INCURRED, OF OR BY
BORROWER TO BANK INCLUDING, WITHOUT LIMITATION: (A) ALL OBLIGATIONS OF BORROWER
TO BANK UNDER THE LOAN DOCUMENTS, AND ALL INCREASES, DECREASES, EXTENSIONS,
AMENDMENTS, REPLACEMENTS AND RENEWALS OF ANY OF SUCH LIABILITIES AND
OBLIGATIONS; (B) ALL OTHER OBLIGATIONS OR UNDERTAKINGS NOW OR HEREAFTER MADE BY
OR FOR THE BENEFIT OF BORROWER TO OR FOR THE BENEFIT OF BANK UNDER ANY
AGREEMENT, PROMISSORY NOTE OR UNDERTAKING NOW EXISTING OR HEREAFTER ENTERED INTO
BY BORROWER WITH BANK, AND (C) ALL OBLIGATIONS OF BORROWER TO IMMEDIATELY PAY TO
BANK THE AMOUNT OF ANY OVERDRAFT ON ANY DEPOSIT ACCOUNT MAINTAINED WITH BANK,
TOGETHER WITH ALL INTEREST, FEES, COSTS, ATTORNEYS' FEES AND OTHER SUMS PAYABLE
IN CONNECTION WITH ANY OF THE FOREGOING.
1.2
"EVENT OF DEFAULT" SHALL INCLUDE EACH OF THE FOLLOWING:
(A)
AN EVENT OF DEFAULT AS DEFINED UNDER THE LOAN AGREEMENT
OR ANY OF
THE OTHER LOAN DOCUMENTS;
(B)
GUARANTOR'S FAILURE TO PERFORM ANY OF GUARANTOR'S OBLIGATIONS
UNDER THIS SURETY AGREEMENT; AND
(C)
GUARANTOR NOTIFIES BANK THAT GUARANTOR DOES NOT INTEND TO BE
LIABLE FOR ANY FUTURE GUARANTEED OBLIGATIONS OR CONTESTS THE VALIDITY OR
ENFORCEABILITY OF THIS SURETY AGREEMENT.
1.3
"GUARANTEED OBLIGATIONS" MEANS (A) THE FULL AND TIMELY PAYMENT OF
ALL BANK INDEBTEDNESS, AND (B) THE FULL, TIMELY AND COMPLETE COMPLIANCE WITH,
AND PUNCTUAL PERFORMANCE BY BORROWER OF, EACH AND EVERY OBLIGATION, COVENANT,
AGREEMENT, REPRESENTATION AND WARRANTY TO BE COMPLIED WITH OR PERFORMED BY
BORROWER UNDER THE LOAN DOCUMENTS.
1.4
"LOAN AGREEMENT" MEANS THAT CERTAIN LOAN AND SECURITY AGREEMENT
DATED MARCH