Exhibit 10.10
GUARANTEE
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New York, New York
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Dated: April 5,
2007
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In order to induce
ROSENTHAL & ROSENTHAL, INC. (herein called
“Rosenthal”) to make loans, advances or other
commitments or grant other financial accommodations to or for the
account of (or in reliance on the credit of) EDGAR Online, Inc.
(herein called “Obligor”) and for other good and
valuable considerations received, the undersigned irrevocably and
unconditionally guarantees to Rosenthal payment when due, whether
by acceleration or otherwise, of any and all Obligations of the
Obligor to Rosenthal. The term “Obligations” shall mean
all obligations, liabilities and indebtedness of the Obligor to
Rosenthal or an affiliate of Rosenthal, however evidenced, now or
hereafter arising under the Financing Agreement, dated as of the
date hereof, between Rosenthal and Obligor, as the same may have
been or may in the future be supplemented and/or amended (the
“Financing Agreement”) and/or under any other or
supplemental financing provided to the Obligor by Rosenthal or an
affiliate of Rosenthal, or independent hereof or thereof, whether
now existing or incurred from time to time hereafter and whether
before or after termination hereof, absolute or contingent, joint
or several, matured or unmatured, direct or indirect, primary or
secondary, liquidated or unliquidated, and whether arising directly
or acquired from others (whether acquired outright, by assignment
unconditionally or as collateral security from another and
including, without limitation, participations or interest of
Rosenthal in obligations of Obligor to others), and including
(without limitation) all of Rosenthal’s charges, commissions,
fees, interest, expenses, costs and reasonable attorneys’
fees chargeable to Obligor in connection therewith. In addition,
the undersigned agrees to indemnify Rosenthal against any loss,
damage or liability because of any wrongful acts or fraud of the
Obligor.
The undersigned waives notice of
acceptance of this Guarantee and notice of any liability to which
it may apply, and waives presentment, demand for payment, protest,
notice of dishonor or nonpayment of any Obligations, or suit or
taking other action by Rosenthal against, and any other notice to,
any party liable thereon (including the undersigned) and waives any
defense, offset or counterclaim to any liability hereunder.
Rosenthal may at any time and from time to time (whether or not
after revocation or termination of this Guarantee) without the
consent of, or notice to, the undersigned, without incurring
responsibility to the undersigned, without impairing or releasing
the obligations of the undersigned hereunder, upon or without any
terms or conditions and in whole or in part: (1) change the
manner, place or terms of payment, and/or change or extend the time
of payment of, renew or alter, any Obligation, any security
therefor, or any liability incurred directly or indirectly in
respect thereof, and the Guarantee herein made shall apply to the
Obligations as so changed, extended, renewed or altered;
(2) sell, exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order any property by
whomsoever at any time pledged or mortgaged to secure, or howsoever
securing, the liabilities hereby guaranteed or any liabilities
(including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, and/or offset thereagainst;
(3) exercise or refrain from exercising any rights against the
Obligor or others (including the undersigned) or otherwise act or
refrain from acting; (4) settle or compromise any Obligation,
any security therefor or any liability
(including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment
of any liability (whether due or not) of the Obligor to creditors
of the Obligor other than Rosenthal and the undersigned: and
(5) apply any sums by whomsoever paid or howsoever realized to
any Obligation to Rosenthal regardless of what liability or
liabilities of the Obligor remain unpaid.
No invalidity, irregularity or
unenforceability of all or any part of the liabilities hereby
guaranteed or of any security therefor shall affect, impair or be a
defense to this Guarantee. The liability of the undersigned
hereunder is primary and unconditional and shall not be subject to
any offset, defense or counterclaim of the Obligor. This Guarantee
is a continuing one and all liabilities to which it applies or may
apply under the terms hereof shall be conclusively presumed to have
been created in reliance hereon. The books and records of Rosenthal
shall be admissible as prima facie evidence of the Obligations. As
to each of the undersigned, this Guarantee shall continue until
written notice of revocation signed by such undersigned, or until
written notice of the death of such undersigned shall in each case
have been actually received by Rosenthal, notwithstanding a
revocation by, or the death of, or complete or partial release for
any cause of any one or more of the remainder of the undersigned or
of the Obligor, or of any one liable in any manner for the
liabilities hereby guaranteed, or for the liabilities (including
those herein) incurred directly or indirectly in respect thereof or
hereof, and notwithstanding the