LIMITED PARENT GUARANTY
Exhibit 10.8
LIMITED PARENT GUARANTY
This Limited Parent Guaranty (“Guaranty”), effective as of the date of the Contract (defined below), is made by XXXXXX.XXX, INC. (“Xxxxxx.xxx”) to and for the benefit of XX XXXXXX, LLC, a Delaware limited liability company (“Beneficiary”). Capitalized terms not otherwise defined herein have the meanings specified in the Contract (as defined below).
Recitals
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A. |
XXXXXX.XXX SERVICES LLC, a Delaware limited liability company, a directly or indirectly wholly owned subsidiary of Xxxxxx.xxx (“Subsidiary”), and Beneficiary are parties to that certain Lease Agreement (the “Contract”) for that approximately 145,503 square foot building known as located at 0000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx. |
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B. |
In order to be assured of payment under the Contract, Beneficiary desires that Xxxxxx.xxx guaranty the performance of certain payment obligations as set forth herein. |
Guaranty
In consideration of the foregoing and to induce Beneficiary to enter into the Contract, Xxxxxx.xxx agrees as follows.
| 1. |
Xxxxxx.xxx unconditionally and absolutely guarantees to Beneficiary Subsidiary’s performance when due and owing of all present and future payment obligations, which are not paid in accordance with the terms of the Contract by Subsidiary. Notwithstanding anything to the contrary set forth in this Guaranty, Xxxxxx.xxx’s maximum cumulative liability under this Guaranty shall be one hundred percent (100%) of remaining Base Rent owing under the Contract (the “Guaranty Cap”). |
| 2. |
Under this Guaranty, Xxxxxx.xxx shall perform (or cause Subsidiary to perform) all payment obligations in accordance with the terms and conditions of the Contract. |
| 3. |
Xxxxxx.xxx promises to pay all amounts guaranteed promptly upon receipt of a written notice from Beneficiary which evidences (i) Subsidiary’s non-performance of its payment obligations under the Contract, and (ii) Beneficiary’s first having demanded payment from Subsidiary in writing, which Subsidiary has not honored. Beneficiary’s demand upon Subsidiary does not need to include the initiation of legal proceedings and is deemed satisfied if demand upon Subsidiary would violate any stay of collection in effect in an insolvency proceeding. Except to the extent of the demand requirement set forth in this Section 3, Xxxxxx.xxx waives protest and notice of dishonor or default. This is a guaranty of payment only, and not of collection. |
| 4. |
This Guaranty is governed as to its validity, construction and performance by the laws of the State of California, without regard to its conflict of law provisions. |
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Xxxxxx.xxx agrees that this Guaranty is a continuing guaranty and shall remain in full force and effect until all payment obligations under the Contract have been performed as set forth in the Contract, subject to Section 1 above. |
| 6. |
This Guaranty is binding upon and inures to the benefit of Xxxxxx.xxx and Beneficiary and their respective successors and assigns. |
| 7. |
Xxxxxx.xxx has all rights and defenses that Subsidiary may have to any payment obligation, except that the liability of Xxxxxx.xxx is not affected by (a) any defense based upon an election of remedies by Beneficiary that destroys or otherwise impairs the subrogation rights of Xxxxxx.xxx or the right of Xxxxxx.xxx to proceed against Subsidiary for reimbursement; (b) any duty on the part of Beneficiary to disclose to Xxxxxx.xxx any facts Beneficiary may know about Subsidiary, it being agreed that Xxxxxx.xxx is fully responsible for being and keeping informed of the financial condition of Subsidiary and of all circumstances bearing on the risk of non-payment of the payment obligations; or (c) any defense arising from the bankruptcy or insolvency of Subsidiary. |
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Courier |
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Xxxxxx.xxx, Inc. |
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Xxxxxx.xxx, Inc. |
| X.X. Xxx 00000 |
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000 Xxxxx Xxxxxx Xxxxx |
| Xxxxxxx, XX 00000-0000 |
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Xxxxxxx, XX 00000-0000 |
| Attn. Real Estate Manager (NA Ops: DFO2) |
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Attn. Real Estate Manager (NA Ops: DFO2) |
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With a copy to: |
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With a copy to: |
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Xxxxxx.xxx, Inc. |
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Xxxxxx.xxx, Inc. |
| X.X. Xxx 00000 |
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000 Xxxxx Xxxxxx Xxxxx |
| Xxxxxxx, XX 00000-0000 |
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Xxxxxxx, XX 00000-0000 |
| Attn. General Counsel (Real Estate (NA Ops): DFO2) |
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Attn. General Counsel (Real Estate (NA Ops): DFO2) |
Xxxxxx.xxx may from time to time change such address by giving Beneficiary notice of such change in accordance with this Section 8.
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XXXXXX.XXX, INC. |
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By: |
/s/Xxxxxxx Xxxxxx |
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Printed Name: |
Xxxxxxx Xxxxxx |
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Its: |
Authorized Signatory |
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Date Signed: |
February 7 2020 |
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