EXHIBIT 10.6
FORM OF VALIDITY GUARANTY
VALIDITY
GUARANTY (this “
Agreement ”)
is made as of the 21
st day
of December, 2007, by and among COMVEST CAPITAL, LLC, a Delaware
limited liability company having offices at One North Clematis,
Suite 300, West Palm Beach, Florida 33401 (the “
Lender ”),
AFTERSOFT GROUP, INC., a Delaware corporation having offices at
Regus House, Heronsway Chester Business Park, Chester, CH4 9QR
United Kingdom (the “
Borrower ”),
and _____________, an individual residing at
_____________________________ (the “
Principal ”);
W
I
T
N
E
S
S
E
T
H
WHEREAS,
the Principal is a principal executive officer of the Borrower
and its Subsidiaries and has extensive familiarity with and
primary responsibility for the management of the
Borrower’s and its Subsidiaries’ businesses;
and
WHEREAS,
the Borrower and the Lender are parties to a Revolving Credit
and Term Loan Agreement of even date herewith (as amended,
modified, supplemented and/or restated from time to time, the
“
Loan Agreement ”);
and capitalized terms not otherwise defined in this Agreement shall
have the meanings set forth in the Loan Agreement; and
WHEREAS,
under the Loan Agreement, the Borrower will have the right to
borrow certain Advances and Loans and incur other Obligations,
which will be secured by the Collateral as set forth in
various Security Documents; and
WHEREAS,
it is a condition precedent to the making of the Loans that
the Principal and the Borrower enter into this
Agreement.
NOW,
THEREFORE, in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally
bound, the Lender, the Principal and the Borrower hereby agree
as follows:
1.
Recitals .
The parties hereto hereby acknowledge and agree that, to the best
of their knowledge, the foregoing recitals are true and accurate in
each and every respect.
2.
Assurances By Principal .
(a)
The
Principal hereby covenants and agrees for the benefit of the
Lender that (i) the Principal will not intentionally or
through conduct constituting gross negligence, and (ii) the
Borrower will not through intentional acts of the Principal or
through conduct constituting gross negligence by the
Principal: (A) provide or cause to be provided to the Lender
information material to the Obligations and/or the Collateral
that is inaccurate or misleading in any material respect, (B)
conceal or cause to be concealed from the Lender any
information material to the Obligations and/or the Collateral,
or (C) make any representation or warranty in connection with
the Loans or the Collateral that is false or misleading when
made (or, if applicable, when reaffirmed under the Loan
Agreement) in any material respect, or (D) fail or refuse to
turn over any Collateral or proceeds thereof to the Lender as
and when required by any Loan Document or otherwise take any
action that constitutes fraud or conversion in respect of the
Obligations and/or the Collateral.
(b)
If
there occurs a breach or violation of any of the obligations
of the Principal in Section 2(a) above, the Principal shall
unconditionally, without set-off or deduction, indemnify,
defend and hold the Lender harmless from any and all loss or
damage (including, without limitation, reasonable
attorneys’ fees and other reasonable expenses and costs)
to the extent resulting from such breach or violation;
provided ,
however ,
that the Principal’s aggregate liability hereunder shall not
exceed the sum of $1,000,000 plus any and all attor
|
