Guarantee by Kinex US Clause Samples

Guarantee by Kinex US. (a) Kinex US guarantees to Hanmi the due and punctual performance by Kinex of each and all of the obligations, duties and undertakings of Kinex under and pursuant to this Agreement when and if such obligations, duties and undertakings shall become due and performable according to the terms of this Agreement to the extent permitted by the applicable laws in the event that Kinex shall fail or be unable to perform such obligations, duties and undertakings for any reason whatsoever. (b) Without prejudice to the above, if Kinex shall in any respect fail to perform or commit any breach of its obligations, duties and/or undertakings hereunder, then Kinex US shall fully indemnify Hanmi against all losses, damages, costs and expenses which may be incurred by Hanmi by reason of any omission or default on the part of Kinex in performing and observing this Agreement. (c) This guarantee is a continuing guarantee and, accordingly, shall remain in operation until all obligations, warranties, duties and undertakings now or hereafter to be carried out or performed by Kinex under this Agreement shall have been satisfied or performed in full and is in addition to and not in substitution for any other right Hanmi may have at law or in equity and may be enforced without first having taken any steps or proceedings against Kinex. (d) Kinex US hereby agrees that Hanmi and Kinex may amend or revise this Agreement, and this guarantee shall remain valid to the amendment or revisions referred hereto. The obligations of Kinex US shall not be effected by any amendment or revision of this Agreement. (e) Kinex US undertakes not to raise any dispute on any claim made by Hanmi under this guarantee. (f) In addition, Kinex US covenants and agrees that it shall not sell a Controlling Interest in Kinex while Kinex is the licensee under this Agreement. For purposes of the foregoing, a “Controlling Interest” shall mean legal or beneficial ownership of 50% or more of the voting power of the outstanding securities of Kinex. Any sale of a Controlling Interest in Kinex while Kinex is the licensee under this Agreement shall require the prior written consent of Hanmi and Hanmi shall not withheld its approval for more than twenty one (21) days without reasonable ground. If a Liquidity Event occurs during this Agreement, the conduct or result in such Liquidity Event shall in no way affect the validity, enforceability or maintenance of all provisions of this Agreement.