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EXHIBIT 10.88
GUARANTEE
THIS GUARANTEE (hereinafter referred to as the "Guarantee") is made and
entered into effective this 11th day of June, 1996, by Xxxxx Medical Devices,
Inc. (hereinafter referred to as the "Company"), a Colorado corporation with its
principal executive offices located at 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
00000, in favor and for the benefit of Namulas Pension Trustees Limited
("hereinafter referred to as "NPTL"), whose address is Xxx Xxxxxx Xxxxxxx, XX0
0XX , Xxxxxx Xxxxxxx.
WHEREAS, Xxxxx Research Limited (hereinafter referred to as "LRL"), a
private United Kingdom company limited by shares with its principal executive
offices located at 00 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxx, XX00 0XX, Xxxxxx Xxxxxxx,
has entered into that certain Underlease (hereinafter referred to as the
"Underlease") dated March 24, 1995, with NPTL in relation to Units B2 and X0,
Xxxxxxx'x Xxx, Xxxxxxxxxx, Xxxxxxxxx, Xxxx, Xxxxxx Xxxxxxx, a copy of which
Underlease is attached hereto and incorporated herein by this reference.
WHEREAS, the Company agreed, pursuant to that certain Agreement
(hereinafter referred to as the "Agreement") dated June 11, 1996, by and among
the Company, Pollution Research and Control Corp. and Xxxxxx Xxxxx
Xxxxx-Xxxxxxxx and Xxxxxx Xxxxxx Xxxxxxx Xxxxx, the former owners of record and
beneficially of all of the 6,300 issued and outstanding 1 pound ordinary shares
(hereinafter referred to as the "Common Shares") of LRL, to guarantee the
obligations of LRL under the terms of the Underlease in connection with the
acquisition by the Company of the Common Shares pursuant to the Agreement.
WHEREAS, the Company desires pursuant to the Agreement and this
Guarantee to guarantee the obligations, responsibilities and commitments of LRL
under the terms and conditions of the Underlease.
NOW, THEREFORE, the Company hereby enters into this Guarantee as
follows:
1. Guarantee. The Company hereby guarantees to NPTL that, in the event
that LRL is unable to perform any or all of its obligations, responsibilities
and commitments under the Underlease for any reason, then, and in that event,
the Company will perform any or all of the obligations, responsibilities and
commitments of LRL under the terms and conditions of the Underlease.
2. Term of Guarantee. The term of this Guarantee shall continue through
and including the contractual termination date of the Underlease, but shall not
extend to any continuation, renewal or extension beyond the contractual
termination date of the Underlease.
3. Notices. Any notices required or permitted to be given under this
Guarantee shall be sufficient if in writing and delivered or sent by registered
or certified mail to the address of the parties set forth hereinabove.
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4. Assignment. This Guarantee and the obligations of the Company
hereunder shall inure to the benefit of and shall be binding upon its successors
and assigns.
5. Applicable Law. It is the intention of the parties hereto that this
Guarantee and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Colorado and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this Guarantee, the laws of the State of Colorado shall be applicable and
shall govern to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be instituted.
6. Attorneys' Fees. The Company agrees that, should litigation arise in
relation to this Guarantee or its enforcement, as between the Company and NPTL,
the Company agrees to pay NPTL the amount of NPTL's reasonable attorneys' fees,
expenses and costs if the Company is the losing party.
IN WITNESS WHEREOF, the Company has duly executed and delivered this
Guarantee effective as of the day and year first above written.
ATTEST: XXXXX MEDICAL DEVICES, INC.
By: By:/s/ Xxxxxx Xxxxx Xxxxx-Xxxxxxxx
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, Secretary Xxxxxx Xxxxx Xxxxx-Xxxxxxxx,
President
