Phase I Guaranty Sample Clauses

Phase I Guaranty. If the Closing occurs, then: (i) Highstar, as a direct owner of a portion of the equity interests in Stagecoach I and in consideration of the direct and indirect benefits to be received by Highstar, hereby unconditionally and absolutely guarantees to the Purchasers (A) fifty percent (50%) of each payment obligation of Stagecoach I and Stagecoach Energy under Section 11.2(a) and (B) Highstar’s proportionate share of the remittance of any decrease in the Stagecoach I Purchase Price under Section 2.3, with such proportionate share to be determined as set forth on Schedule 7.13(a). This is an absolute and unconditional guaranty of payment only and may be proceeded upon by the Purchasers before taking any action against Stagecoach I, Stagecoach Energy or any eCORP Seller Guarantor or after action against Stagecoach I, Stagecoach Energy or any eCORP Seller Guarantor has been commenced. The obligations of Highstar pursuant to this Section 7.13(a)(i) will not be discharged or impaired or otherwise affected by the failure of the Purchasers to assert any claim or demand or to enforce any remedy under this Agreement, by any waiver, modification or amendment of any provision hereof, by any default, failure, or delay, willful or otherwise, in the payment or performance by Stagecoach I or Stagecoach Energy of amounts payable or performance required under this Agreement, or by any other act or thing or omission or delay to do any other act or thing that would operate as a discharge of the eCORP Seller Guarantors or Highstar as a matter of Law. Except with respect to those claims for indemnification asserted under Article XI (including any claims relating to Tax matters covered under Section 11.2(a)(ii)) on or before the fourth anniversary of the Closing Date that have been guaranteed by Highstar under this Section 7.13(a)(i), Highstar’s guarantee under this Section 7.13(a)(i) shall terminate and be of no further force or effect after the fourth anniversary of the Closing Date. (ii) The eCORP Seller Guarantors, as direct or indirect owners of a portion of the equity interests in each of Stagecoach I and Stagecoach Energy and in consideration of the direct and indirect benefits to be received by each of the eCORP Seller Guarantors, hereby, jointly and severally, unconditionally and absolutely guarantee to the Purchasers (A) fifty percent (50%) of each payment obligation of Stagecoach I and Stagecoach Energy under Section 11.2(a) and