|
EXHIBIT
10.25
Execution Copy
CONFIDENTIAL TREATMENT
REQUESTED – CONFIDENTIAL PORTIONS
OF THIS DOCUMENT HAVE BEEN
REDACTED AND HAVE BEEN
SEPARATELY FILED WITH THE
COMMISSION
GUARANTY
This Guaranty
(“Guaranty”) is entered into this 2 nd
day of
September 2006, by and between Raser Technologies Inc., a
corporation formed under the laws of the State of Utah and having
its principal offices at 5152 North Edgewood Drive, Suite 375,
Provo, Utah 84604 (“Guarantor”) and Recurrent
Engineering LLC, a limited liability company formed under the laws
of Delaware having its principal offices at 11814 Election Road,
Suite 100, Draper, Utah 84020 (“Beneficiary”).
Guarantor and Beneficiary are sometimes hereinafter collectively
referred to as the “Parties,” and individually as a
“Party.”
WHEREAS:
A. Raser – Power
Systems, LLC is a limited liability company formed under the laws
of the State of Utah and having its principal offices located at
5152 North Edgewood Drive, Suite 375, Provo, Utah 84604
(“Obligor”), and is an affiliate of Guarantor;
and
B. Obligor and Beneficiary
have entered into that certain License and Sublicense Agreement
dated September 2, 2006 (“Agreement”) pursuant to
which Beneficiary has granted to Obligor a non-exclusive license to
utilize *** technology in certain applications and a non-exclusive
sublicense to utilize Kalina Cycle technology in the same
applications (as both terms are defined in the Agreement);
and
C. As an inducement for
Beneficiary to enter into the Agreement, Guarantor is agreeing to
execute and deliver to Beneficiary a guaranty in the form
hereof,
NOW, THEREFORE, for and in
consideration of the foregoing premises, and for other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Guarantor covenants and agrees as
follows:
1. Unless otherwise defined
herein, all capitalized terms used herein which are defined in the
Agreement shall have their respective meanings as therein defined.
All references to the Agreement contained herein shall be construed
to mean the Agreement, as the same may be amended from time to
time.
2. Guarantor hereby
irrevocably and unconditionally guarantees to Beneficiary, its
successors and assigns the full and prompt payment and performance
when due of all of Obligor’s obligations under the Agreement
(collectively referred to herein as the “Obligations”).
If at any time Obligor fails, neglects, or refuses to timely or
fully perform any of the Obligations as expressly provided in the
terms and conditions of the Agreement, and if within fifteen
(15) days after written notice of such failure and the
expiration of any grace period applicable with respect thereto
under the Agreement, Obligor has not, in the case of the failure to
perform a payment obligation under the Agreement, made such payment
in full or, in the case of a failure to perform any other of the
Obligations, commenced and pursued such corrective action on a
diligent and
***CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE COMMISSION***
Execution Copy
continuous basis, to the extent required
by the Agreement, then upon receipt of written notice from
Beneficiary specifying the failure, Guarantor shall perform, or
cause to be performed, any such obligation, responsibility, or
undertaking as required pursuant to the terms and conditions of the
Agreement, including without limitation all payment obligations
under the Agreement. With respect to any claim, action or
proceeding against Guarantor in connection with this Guaranty,
Guarantor shall be entitled to assert only those defenses which
Obligor would be able to assert if such claim, action or proceeding
were to be asserted or instituted against Obligor based upon the
Agreement. By its acceptance hereof, reliance hereon, Beneficiary
affirms to Guarantor any and all representations, warranties, and
covenants made by the Beneficiary to the Obligor under the
Agreement.
3. This Guaranty is a
continuing guaranty by Guarantor of the Obligations. Guarantor
hereby consents to, and agrees that the following actions may be
undertaken from time to time without notice to Guarantor, and
without affecting the validity of this Guaranty:
(a) The Agreement may be
amended in accordance with its terms to increase or decrease the
obligations of Beneficiary or Obligor thereunder; and
(b) Beneficiary and Obligor
may compromise or settle any unpaid or unperformed Obligation or
any other obligation or amount due or owing, or claimed to be due
or owing, under the Agreement.
4. Guarantor hereby waives
the defenses under this Guaranty of promptness, diligence,
presentment, demand for payment, protest, notice of dishonor,
notice of default, notice of acceptance, notice of intent to
accelerate, notice of acceleration, notice of the incurring of the
Obligations created under or pursuant to the Agreement, and all
other notices whatsoever, except as otherwise provided
herein.
5. Guarantor agrees that this
is a guaranty of payment and performance and not merely a guaranty
of collection. The liability of Guarantor under this Guaranty shall
not be conditioned or contingent upon the pursuit of any remedy by
Beneficiary against Obligor.
6. Guarantor agrees that
payment or performance of any of the Obligations or other acts
which toll any statute of limitations applicable to the Obligations
or the Agreement shall also toll the statute of limitations
applicable to Guarantor’s liability under this
Guaranty.
7. Guarantor additionally
represents and warrants to Beneficiary as follows:
(a) Guarantor is a
corporation fully organized, validly existing, authorized to do
business and in good standing under the laws of the State of
Utah.
(b) Guarantor has the
requisite corporate power and authority to own its property and
assets,
| 
