Exhibit 99.2
GUARANTY OF XXXXXX X. XXXXXXX
GUARANTY
--------
This GUARANTY ("Guaranty"), dated as of October 30, 2000, is made by Xxxxxx
X. Xxxxxxx (the "Guarantor"), in favor of XxxxxxxxXxx.xxx, Inc., a Nevada
corporation ("PurchasePro").
R E C I T A L S
WHEREAS, Xxxxxxxx Xxxxxx Software, Inc. ("Xxxxxxxx") has entered into an
Agreement for Purchase and Redemption of Shares of Xxxxxxxx Xxxxxx Software,
Inc., dated as of September 18, 2000 (the "Redemption Agreement"), by and
between Xxxxxxxx and Xxxxxx X. Xxxxxxxx ("Xxxxxxxx"), whereby Xxxxxxxx has
agreed to pay Three Million Five Hundred Thousand Dollars ($3,500,000) for all
of Xxxxxxxx'x Xxxxxxxx Common Stock (the "Xxxxxxxx Shares");
WHEREAS, PurchasePro, Xxxxxxxx and the Guarantor have entered into that
certain Stock Purchase Agreement (the "Purchase Agreement"), dated as of the
same date hereof; and
WHEREAS, PurchasePro is willing to satisfy Xxxxxxxx'x obligation to
purchase the Xxxxxxxx Shares for Three Million Five Hundred Thousand Dollars
($3,500,000) only if the Guarantor executes and delivers this Guaranty.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants contained herein, the parties hereby agree as follows:
1. Guaranty. The Guarantor hereby unconditionally and irrevocably
--------
guarantees the full and prompt payment when due of any and all amounts due and
payable by Xxxxxxxx or Xxxxxxxx, as the case may be, to PurchasePro pursuant to
Sections 9.2(c)-(e) of the Purchase Agreement (the "Payment").
2. Obligations Paid in Accordance with Terms Hereof and Sections 9.2(c)-
--------------------------------------------------------------------
(e) of the Purchase Agreement. The Guarantor guarantees that the Payment shall
-----------------------------
be paid in accordance with the terms and provisions hereof and Sections 9.2(c)-
(e) of the Purchase Agreement without regard to any applicable law now or
hereafter in affect in any jurisdiction that might in any manner affect any of
such terms or provisions or the rights of PurchasePro with respect hereto.
3. Enforcement of Guaranty. After five (5) days from the date on which
-----------------------
the Payment is due and payable by Xxxxxxxx or Xxxxxxxx, as the case may be,
PurchasePro, in its sole discretion, may proceed directly against the Guarantor
to exercise any right or remedy that PurchasePro may have under this Guaranty
without pursuing or exhausting any other right or remedy that PurchasePro may
have against Xxxxxxxx or Xxxxxxxx.
4. Guaranty Absolute. The obligations of the Guarantor hereunder shall be
-----------------
absolute and unconditional irrespective of the validity, legality or
enforceability of Sections 9.2(c)-(e) of the Purchase Agreement or any event
that might otherwise constitute a legal or equitable discharge of a guarantor,
and shall not be subject to any defense, counterclaim, setoff, recoupment,
abatement, reduction or other determination that the Guarantor may have against
PurchasePro, it being agreed that the agreements and liabilities of the
Guarantor hereunder shall not be discharged except by payment or as otherwise
expressly provided in this Guaranty. The Guarantor acknowledges that there are
no conditions precedent to the effectiveness of this Guaranty, and that this
Guaranty is in full force and effect and is binding on the Guarantor as of the
date written above, regardless of whether PurchasePro obtains collateral or
similar guaranties from others or takes any other action. The liability of the
Guarantor hereunder shall be reinstated and revived and the rights of Xxxxxxxx
or Xxxxxxxx, as the case may be, shall continue with respect to any amount paid
by Xxxxxxxx or Xxxxxxxx, as the case may be, on account
of the Payment guaranteed hereby, which shall thereafter be required to be
restored or returned by PurchasePro upon the bankruptcy, insolvency or
reorganization of Xxxxxxxx or Xxxxxxxx, as the case may be, or for any other
reason, all as though such amount had not been paid.
5. Waiver. The Guarantor hereby waives notice of acceptance of this
------
Guaranty and of any action taken or omitted in reliance thereon. The Guarantor
waives any right to require PurchasePro to: (a) proceed against any person,
including Xxxxxxxx or Xxxxxxxx, (b) proceed against or exhaust any collateral
held from Xxxxxxxx or Xxxxxxxx or any other person; (c) pursue any other remedy
in PurchasePro's power; or (d) make any presentments, demands for performance,
or give any notices of nonperformance, protests, notices of protests or notices
of dishonor in connection with any obligations or evidences of the Payment
guaranteed hereunder, or in connection with the creation of new or additional
Payments.
6. Continuing Guaranty of Payment. The Guarantor hereby represents and
------------------------------
agrees that this is a present and continuing guaranty of payment and that this
Guaranty (a) shall be binding upon the Guarantor and his respective successors
and assigns and (b) shall inure to and shall be enforceable by PurchasePro and
its successors, transferees and assigns.
7. Representations, Warranties and Covenants. The Guarantor hereby
-----------------------------------------
represents, warrants and covenants to PurchasePro that:
7.1 No Breach. The execution and delivery of this Guaranty by the
---------
Guarantor will not result in any breach of or default under any provision of any
contract or agreement of any kind to which the Guarantor is a party or by which
the Guarantor is bound or to which the Guarantor's assets or properties are
subject.
7.2 Due Authorization; Enforceability. The execution of this
---------------------------------
Guaranty has been duly authorized by all required action of the Guarantor and
this Guaranty constitutes a valid, legal and binding guaranty of the Guarantor,
enforceable in accordance with its terms.
8. Miscellaneous.
-------------
8.1 Governing Law. This Guaranty is governed by and construed in
-------------
accordance with the laws of the State of California, without reference to
principles of conflicts of laws.
8.2 Costs, Expenses and Attorneys' Fees. All costs and expenses,
-----------------------------------
including reasonable attorneys' fees, made or incurred by PurchasePro in the
enforcement of this Guaranty or in the collection of any of the Payment shall be
paid by the Guarantor immediately upon demand.
8.3 Notices. Any notice, request, demand or other communication
-------
permitted or required to be given shall be in writing, shall be signed by the
party giving it, shall be sent to the addressee at the address set forth below
(or at such other address as shall be designated hereunder by notice to the
other parties and persons receiving copies) and shall be deemed conclusively to
have been given (a) when sent by telefax, telex or telegram, (b) on the third
day following the day sent by certified or registered United States mail,
postage prepaid and return receipt requested, or (c) when otherwise delivered to
addressee. The addresses of the parties are as follows:
(a) If to PurchasePro, at the following address:
XxxxxxxxXxx.xxx, Inc.
0000 Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxxx Xxxxxxx
(b) If to Guarantor, at the following address:
Xx. Xxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxx Xxxx
Xxxxx, XX 00000
8.4 Entire Agreement. This Guaranty and Sections 9.2(c)-(e) of the
----------------
Purchase Agreement contain all the terms and conditions of and the entire
agreement between PurchasePro and the Guarantor relating to the subject matter
hereof.
8.5 Counterparts. This Guaranty may be executed in one or more
------------
counterparts, and by facsimile, each of which may be executed by one or more of
the parties hereto, but all of which, when taken together, shall constitute but
one agreement.
8.6 No Waiver by Action, Etc. Any waiver or consent respecting any
-------------------------
representation, warranty or other provision of this Guaranty shall be effective
only in the specific instance and for the specific purpose for which given and
shall not be deemed, regardless of the frequency given, to be a further or
continuing waiver or consent. The failure or delay of a party at any time or
times to require performance of, or to exercise its rights with respect to, any
representation, warranty or other provision of this Guaranty in no manner
(except as otherwise expressly provided herein) shall affect its right at a
later time to enforce any such provision. No notice to or demand on a party in
any case shall entitle such party to any other or further notice or demand in
this same, similar or other circumstances.
8.7 Amendments. This Guaranty may not be amended, modified, waived or
----------
assigned except by a writing signed by the Guarantor and PurchasePro.
IN WITNESS WHEREOF, each of the parties hereto has caused this Guaranty
to be executed and delivered as of the date first set forth above.
"GUARANTOR"
_______________________________
Xxxxxx X. Xxxxxxx
Approved and Accepted:
XXXXXXXXXXX.XXX, INC.
a Nevada corporation
By: _________________________________
Name: __________________________________
Title: _________________________________
[SIGNATURE PAGE OF GUARANTY]
