Phase II Guaranty Clause Samples

Phase II Guaranty. If the Closing occurs, the eCORP Seller Guarantors, as the direct and indirect owners of a portion of the equity interests in the Sellers and in consideration of the direct and indirect benefits to be received by the eCORP Seller Guarantors, hereby, jointly and severally, unconditionally and absolutely guarantee to the Purchasers the full and timely payment and performance by Stagecoach II of all of the terms, covenants, conditions, duties and obligations contained in this Agreement (including the representations and warranties set forth in this Agreement, the indemnification obligations of Stagecoach II set forth in this Agreement and those covenants contained in Article VII (to the extent that such covenants relate to the sale and purchase of the Stagecoach II Assets)). This is an absolute and unconditional guaranty of payment and performance and may be proceeded upon by the Purchasers before taking any action against Stagecoach II or any eCORP Seller Guarantor or after action against Stagecoach II or any eCORP Seller Guarantor has been commenced. The obligations of the eCORP Seller Guarantors under this Section 7.13(b) 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 II 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 may or might in any manner or to any extent vary the risk of the eCORP Seller Guarantors or to otherwise operate as a discharge of the eCORP Seller Guarantors 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(b)(ii)) on or before the fourth anniversary of the Closing Date that have been guaranteed by the eCORP Seller Guarantors under this Section 7.13(b), the eCORP Seller Guarantors’ guarantee under this Section 7.13(b) shall terminate and be of no further force or effect after the fourth anniversary of the Closing Date.