EXHIBIT 10.3
GUARANTY
In consideration for Triangle Technology Leasing (as "Lessor") entering into
the Master Lease Agreement dated July 23, 1997 and all of its related
Equipment Schedules issued pursuant thereto (the "Lease") with Tangram
Enterprise Solutions, Inc., a PA Corporation (as "Lessee"), a subsidiary of
the undersigned, the undersigned hereby guarantees the prompt and complete
performance by said Lessee of all the terms and conditions of said Lease to
be performed by it, including but not limited to, the prompt payment of all
rentals and other sums payable thereunder. Without limitation, the foregoing
includes all payments due from Lessee under any indemnification and hold
harmless obligation which is set forth in the Lease, including attorneys
fees and court costs, which Lessor and its successors and assigns, may incur
or sustain by reason of the failure of said Xxxxxx to fully perform and
comply with the terms and conditions of said Lease;
This is a continuing, absolute and unconditional guaranty of performance and
payment and not of collection. The undersigned specifically waives any right
to subrogation, setoff or counterclaim, and any defense for changes in
applicable law or any other circumstances which might constitute a legal or
equitable defense or discharge of a guarantor or surety. The undersigned
waives any right to require a proceeding first against the Lessee or to
exhaust any security for the performance of the obligations of the Lessee,
and waives notice of acceptance hereof and of defaults thereunder. The
undersigned agrees that the liability of the undersigned shall not be
affected or decreased by any amendment, termination, extension, renewal,
waiver or modification of said Lease or the rejection or disaffirmation
thereof in bankruptcy or like proceedings and that certain obligations under
the Lease may be accelerated upon any nonpayment thereof by the Lessee. This
Guaranty shall be specifically assignable to and inure to the benefit of
Xxxxxx's Assignee and Secured Party as set forth in the Lease and is
irrevocable so long as there are any obligations of Lessee remaining under
the Lease.
Notwithstanding anything to the contrary herein contained, in the event the
Lessee interest in the Lease is ever held by an entity which is not a wholly
owned subsidiary of the Guarantor, then Guarantor may give notice thereof to
Lessor and following receipt by Lessor of such notice, (i) Guarantor shall
not be bound by any amendments, extensions, restatements of other Lease
modifications thereafter made, unless Guarantor has given its express
written consent thereto in each instance, and (ii) Guarantor shall be
entitled to the same notice period in which to effect a cure of any Lessee
default as is granted to Lessee pursuant to the Lease or applicable law.
Lessor shall always accept payment or performance by Guarantor. All
defenses, other than those relating to Xxxxxx's insolvency or bankruptcy,
which are available to Lessee against the enforcement of the Lease by
Lessor, or against any remedy which the Lessor may elect to pursue shall
also be available to Guarantor.
Dated: July 25, 1997
Safeguard Scientifics, Inc.
(Guarantor - Exact Legal Name)
By: /s/ Xxxxxxx X. Xxxxx
Title: Vice President
