XPEDITE GUARANTEE Clause Samples
XPEDITE GUARANTEE. (a) In consideration of the Shareholders agreeing to enter into this Agreement, Xpedite as principal obligor and not merely as surety hereby irrevocably and unconditionally undertakes and guarantees to the Shareholders the due and punctual performance by Purchaser of the obligations, undertakings, covenants and liabilities of Purchaser contained in this Agreement and further undertakes that if default shall be made in the performance of the same Xpedite shall forthwith on demand pay to the Shareholders an amount equal to, or procure the discharge of such of the obligations, undertakings, covenants and liabilities as shall not have been paid or discharged when due, as if Xpedite was the principal obligor in respect thereof, provided always that Xpedite's liability pursuant to this SECTION 12.14 shall be no greater than if Xpedite had been named as the Purchaser and Xpedite shall be entitled to the same rights (if any) of set-off, counterclaim and defense as if it were so named.
(b) The liability of Xpedite shall not be affected nor shall the guarantee contained in this SECTION 12.14 be discharged or diminished by reason of:
(i) the Shareholders compounding with, discharging, releasing or varying the liability of or granting any time, indulgence or concession to the Purchaser or granting any accommodation, facility or transaction in any manner whatsoever to the Purchaser, or concurring in, accepting, varying or novating any agreement (including this Agreement), compromise, arrangement or settlement, or waiving or omitting to claim or enforce payment from or discharge by partner of the obligations guaranteed under this SECTION 12.14; or
(ii) any change in the constitution of the Purchaser; or
(iii) any other act, circumstance or omission which, but for this provision would or might operate or exonerate Xpedite from its obligations and liabilities under the guarantee contained in this SECTION 12.14.
XPEDITE GUARANTEE. (a) In consideration of the Shareholders agreeing to enter into this Agreement, Xpedite as principal obligor and not merely as surety hereby irrevocably and unconditionally undertakes and guarantees to the Shareholders the due and punctual performance by Purchaser of the obligations, undertakings, covenants and liabilities of Purchaser contained in this Agreement and further undertakes that if default shall be made in the performance of the same Xpedite shall forthwith on demand pay to the Shareholders an amount equal to, or procure the discharge of such of the obligations, undertakings, covenants and liabilities as shall not have been paid or discharged when due, as if Xpedite was the principal obligor in respect thereof, provided always that Xpedite's liability pursuant to this SECTION 12.14 shall be no greater than if Xpedite had been named as the Purchaser and Xpedite shall be entitled to the same rights (if any) of set-off, counterclaim and defense as if it were so named.