EXHIBIT 10.2
THIS GUARANTY OF DOMAIN PORTFOLIO PURCHASE AGREEMENT (hereinafter the
"Guaranty") made and delivered this 23rd day of December, 2004, by XXXXXX
XXXXXX, an individual with an address of (hereinafter "Xxxxxx") in favor of
EasyLink Services Corporation, a Delaware corporation with its principal place
of business at 00 Xxxxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter
"EasyLink").
IN CONSIDERATION of the terms and conditions of that certain Domain
Portfolio Purchase Agreement executed this even date herewith by and among
EasyLink, Xxxxxx, and NJ Domains, LLC, a New Jersey limited liability company
(hereinafter "NJ Domains") with its principal place of business at 000
Xxxxxxxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged:
1. Guaranty and Suretyship. Xxxxxx hereby unconditionally and
irrevocably becomes surety to EasyLink, its successors and assigns for the full,
faithful and punctual performance of each and all of the covenants, agreements,
and conditions of the Domain Portfolio Purchase Agreement to be kept and
performed by NJ Domains or its successors or assigns, including the punctual
payment of all monetary obligations due and owing by NJ Domains or its
successors or assigns under the Domain Portfolio Purchase Agreement, together
with all costs and expenses (including costs of indemnification and reasonable
attorneys' fees and cost of suit, all as described in the Domain Portfolio
Purchase Agreement) incurred by EasyLink in connection with the foregoing
(hereinafter collectively referred to as the "Liabilities"). The Liabilities
expressly do not include the liabilities of Xxxx.xxx, Inc., Xxxxx.xxx, Inc., or
NJ Domain's liabilities to third parties.
2. Representation of Xxxxxx. Xxxxxx represents that at the time of the
execution and delivery of this Guaranty nothing exists to impair the
effectiveness of the obligations of Xxxxxx to EasyLink hereunder, or the
immediate taking effect of this Guaranty between Xxxxxx and EasyLink with
respect to Xxxxxx becoming a surety for the Liabilities.
3. Limitation of Waivers by EasyLink. The waiver of any right by
EasyLink or its failure to exercise promptly any right shall not be construed as
the waiver of any other right, including the right to exercise the same at any
time thereafter. No waiver or modification of any of the terms or conditions of
this Guaranty shall be binding against EasyLink unless such waiver or
modification is in a writing signed by EasyLink.
4. Binding Effect. The provisions of this Guaranty shall bind all of
the respective heirs, executors, administrators, legal representatives,
successors and assigns of Xxxxxx and shall inure to the benefit of EasyLink, its
successors and assigns.
5. Termination. This Guaranty shall survive for so long as any NJ
Domains obligations shall remain in effect under the Domain Portfolio Purchase
Agreement.
WITNESS XXXXXX XXXXXX
/s/Xxxxxxxx Xxxx /s/Xxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxx Xxxxxx Xxxxxx
