Common use of Founders’ Guarantee Clause in Contracts

Founders’ Guarantee. The Founder and the Founder Holdco hereby unconditionally and irrevocably guarantees, as a continuing obligation, the full and punctual payment and due performance by the Company of its obligation under this Agreement and the Notes. If and to the extent the Company has failed to pay any monies due and payable to the Purchaser under any Note, whether at their scheduled due date, upon acceleration, termination or otherwise, the Founder and the Founder Holdco shall promptly pay such monies to the Purchaser on demand and in currency as set forth under the Notes. The Founder and the Founder Holdco’s obligations hereunder shall be a continuing guarantee on a joint and several basis, and shall remain in full force and effect until the Company has fully and properly performed all its obligations under this Agreement and the Notes, notwithstanding the insolvency or liquidation or any incapacity or change in the constitution or status of the Company. This is a guarantee of payment, and not merely of collection. The Founder and the Founder Holdco further agree to pay all costs, fees and expenses (including, without limitation, reasonable fees of outside counsel) incurred by the Purchaser in connection with enforcing or exercising its rights hereunder or arising from any breach by the Founder and the Founder Holdco of the provisions hereof. In no event shall the Purchaser be obligated to take any action, obtain any judgment or file any claim prior to enforcing the guarantee provided hereunder. The Purchaser’s rights under this Section 6.1 shall be in addition to, but not in substitution for, any security interest, guarantee or other security or right or remedy now or at any time hereafter held by or available to the Purchaser.