CROSS GUARANTEE AND INDEMNIFICATION AGREEMENT
Exhibit 10.14
WHEREAS,
For valuable consideration, the receipt and sufficiency of which is
acknowledged, NEWLOOK
INDUSTRIES CORP., a corporation incorporated under the laws of the
Province of British Columbia (the “Guarantor”), has covenanted
and agreed with TCE CAPITAL
CORPORATION (the “Creditor”) to absolutely and
unconditionally guarantee the payment forthwith after demand, of the debts or
liabilities, whether direct, contingent or otherwise, present or future, matured
or not, which, WIRELESS AGE
COMMUNICATIONS, INC., a corporation incorporated under the laws of
Nevada, U.S.A, WIRELESS AGE
COMMUNICATIONS LTD. and
WIRELESS SOURCE DISTRIBUTION LTD., corporations incorporated
under the laws of the Province of Saskatchewan (collectively the “Debtors” and individually a
“Debtor”), have incurred
or are under or may incur or be under to the Creditor, whether arising from
dealings between the Creditor and any of the Debtors or from any dealings or
proceedings by which any of the Debtors may become in any manner whatsoever
liable to the Creditor whether as principal or surety or otherwise and the
Guarantor has guaranteed to the Creditor the payment of all costs, expenses and
solicitor's fees incurred by the Creditor in connection with any default on the
part of any of the Debtors in making payment to the Creditor;
AND
WHEREAS, For valuable consideration, the receipt and sufficiency of which is
acknowledged, WIRELESS AGE
COMMUNICATIONS, INC., a corporation incorporated under the laws of
Nevada, U.S.A (the "Guarantor"), has covenanted
and agreed with TCE CAPITAL
CORPORATION (the "Creditor") to absolutely and
unconditionally guarantee the payment forthwith after demand as hereinafter
provided, of the debts or liabilities, whether direct, contingent or otherwise,
present or future, matured or not, which NEWLOOK INDUSTRIES CORP., a
corporation incorporated under the laws of the Province of British Columbia (the
“Debtor”), has incurred
or is under or may incur or be under to the Creditor, whether arising from
dealings between the Creditor and the Debtor or from any dealings or proceedings
by which the Debtor may become in any manner whatsoever liable to the Creditor
whether as principal or surety or otherwise and the Guarantor has guaranteed to
the Creditor the payment of all costs, expenses and solicitor's fees incurred by
the Creditor in connection with any default on the part of any of the Debtor in
making payment to the Creditor;
IN
CONSIDERATION of the sum of ONE DOLLAR ($1.00) and other good and valuable
consideration paid by Wireless Age Communications, Inc. and Newlook Industries
Corp. to one another, the receipt and sufficiency of which is acknowledged, the
parties hereto agree as follows:
|
a)
|
NEWLOOK
INDUSTRIES CORP. shall indemnify and hold harmless Wireless Age
Communications, Inc. of and from any and all manner of payments made to
TCE Capital Corporation on behalf of or on account for Newlook Industries
Corp. including interest at the rate chargeable by TCE Capital Corp., and
claims, demands, suits, actions or judgments contingent and otherwise
which hereafter may be asserted, instituted or recovered against the
Wireless Age Communications, Inc. including without limiting the
generality of the foregoing, arising out of or in connection with the
Factoring Agreement with TCE Capital Corporation dated January 9, 2006 and
amended on December 11, 2007 which result from a default of the said
Agreement by Newlook Industries
Corp.
|
|
b)
|
WIRELESS
AGE COMMUNICATIONS, INC. shall indemnify and hold harmless Newlook
Industries Corp. of and from any and all manner of payments made to TCE
Capital Corporation on behalf of or on account for Wireless Age
Communications, Inc., Wireless Age Communications Ltd. and Wireless Source
Distribution Ltd. including interest at the rate chargeable by TCE Capital
Corp., and claims, demands, suits, actions or judgments contingent and
otherwise which hereafter may be asserted, instituted or recovered against
the Newlook Industries Corp. including without limiting the generality of
the foregoing, arising out of or in connection with the Factoring
Agreement with TCE Capital Corporation dated January 9, 2006 and amended
on December 11, 2007 which result from a default of the said Agreement by
Wireless Age Communications, Inc., Wireless Age Communications Ltd. and
Wireless Source Distribution Ltd.
|
|
c)
|
Newlook
Industries Corp. agrees to provide Wireless Age Communications, Inc. with
a first charge security position in its assets in the event that Wireless
Age Communications, Inc. makes payment to TCE Capital Corporation on
behalf of Newlook Industries Corp.
|
|
d)
|
Wireless
Age Communications, Inc. agrees to provide Newlook Industries Corp. with a
first charge security position in its assets in the event that Newlook
Industries Corp. makes payment to TCE Capital Corporation on behalf of
Wireless Age Communications, Inc.
|
|
e)
|
Newlook
Industries Corp. and Wireless Age Communications, Inc. agree with each
other to negotiate and act reasonably to modify, postpone or forbear on
the enforcement of indemnity payments, as may be required, arising from
within Cross Guarantee and Indemnification
Agreement.
|
Dated
at Toronto
this day
of October, 2008
|
WIRELESS
AGE COMMUNICATIONS, INC
|
NEWLOOK INDUSTRIES CORP. | |||
|
By:
|
By:
|
|||
|
Name:
Xxxx Xxxxxxxx
|
Name:Xxxxx
Xxxxxxx
|
|||
|
Title: Chief
Financial Officer
(Authorized
Signing Officer)
|
Title:
President
(Authorized
Signing Officer)
|
|
WIRELESS
SOURCE DISTRIBUTION LTD.
|
WIRELESS AGE COMMUNICATIONS, LTD | |||
|
By:
|
By:
|
|||
|
Name:
Xxxx Xxxxxxxx
|
Name:
Xxxx Xxxxxxxx
|
|||
|
Title: Chief
Financial Officer
(Authorized
Signing Officer)
|
Title:
Chief Financial Officer
(Authorized
Signing Officer)
|
