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computer equipment from Petunia. The written guaranty from FSC
(Guaranty Agreement) provided, in relevant part, as follows:
FSC CORPORATION (the “Guarantor”) * * * does hereby
unconditionally guarantee to [Petunia] * * * the prompt
and full performance and observance of all of the
covenants, conditions and agreements of [F/S Computer]
* * * including, without limitation, the full and
prompt payment when due, whether by acceleration or
otherwise, in accordance with the terms of the Lease,
of rent and all other sums payable by * * * [F/S
Computer] to * * * [Petunia], whether absolute or
contingent, secured or unsecured, matured or unmatured,
and without regard to any grace periods provided for in
the Lease, including, without limitation, payment of
any stipulated loss value, deficiency payments, and all
other sums due upon an Event of Default by * * * [F/S
Computer] * * *. * * *
Under the Guaranty Agreement, FSC also expressly guaranteed F/S
Computer’s obligations to Petunia under the Commitment Agreement
that had been assigned by F.S. Venture to Petunia.
Petitioners’ Investment in Petunia and Losses Claimed
On June 27, 1980, petitioner executed a subscription
agreement pursuant to which petitioner became obligated to
contribute $25,032 to the capital of Petunia in exchange for a
limited partnership interest in the partnership. Petitioner’s
contribution was reflected by $16,282 in cash that was paid to
Petunia and by an $8,750 recourse promissory note issued by
petitioner in favor of Petunia.
During June of 1980, petitioner and other investors executed
subscription agreements obligating them to contribute a total of
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