Exhibit 10.2
GUARANTY
AGREEMENT
This
GUARANTY AGREEMENT (this “ Guaranty
”) is entered into as of March 21, 2008, by AMERICAN
LEISURE GROUP, LTD., an entity organized under the laws of the
British Virgin Islands (“ Guarantor
”), in order to induce TL ACQUISITION GROUP LLC, a
Delaware limited liability company (the “ Buyer
”), to enter into that certain Asset Purchase Agreement
(the “ Purchase
Agreement ”), dated on even date herewith, and in
consideration of all of the benefits which AMERICAN LEISURE
EQUITIES CORPORATION D/B/A TRAVELEADERS, INC., a Florida
corporation (the “ Seller
”), AMERICAN LEISURE HOLDINGS, INC., a Nevada
corporation being the sole shareholder of the Seller (the
“ Shareholder
”) and Guarantor, being the majority shareholder of the
Shareholder, will receive by the consummation of the
transaction contemplated by the Purchase Agreement, Guarantor
hereby, unconditionally, directly, irrevocably, and absolutely
covenants and agrees with Buyer, its successors and assigns,
as follows (all terms used herein shall, to the extent not
defined herein, have the meanings ascribed thereto in the
Purchase Agreement):
AGREEMENT
1.
Representations
. Guarantor acknowledges and agrees
that: (i) the execution and delivery and compliance
with the terms hereof will not contravene or constitute a
default under any indenture, commitment, agreement or other
instrument to which Guarantor is a party or by which he is
bound or any existing law, rule, regulation, judgment, order
or decree to which it is subject; (ii) the consummation of the
transaction contemplated by the Purchase Agreement will be of
economic benefit to Guarantor; and (iii) the consummation of
the transaction shall constitute conclusive evidence of the
reliance hereon by the Buyer.
2.
Guaranty
. Guarantor hereby unconditionally and irrevocably
guarantees to the Buyer the performance of each any every
obligation of the Seller and the Shareholder arising out of,
or relating to, the Purchase Agreement, including, without
limitation, under Article
X thereof (collectively the “ Obligations
”); provided
, that such Obligations shall not include (i) the performance
of any obligation or the payment of any amount under dispute
under the terms of the Purchase Agreement or other related
document until such amount is finally determined pursuant to
the terms of such document and (ii) any amount fully satisfied
by Buyer’s exercise of its right of offset pursuant to
Section 10.9 of the Purchase
Agreement. Notwithstanding anything contained in
this Guaranty to the contrary, in no event shall the liability
of Guarantor under this Guaranty exceed the lesser of (A) the
amount that Guarantor would receive in a dividend by
Shareholder if the entire Purchase Price actually paid by
Buyer were distributed in a dividend to the
Shareholder’s stockholders, and (B) the amount, if any,
that Guarantor receives from Shareholder in any dividend to
the Shareholder’s stockholders to the extent that such
distribution occurs after the date hereof.
3.
Survival
. The Obligations of Guarantor under this Guaranty
Agreement shall be absolute and unconditional and shall remain
in full force and effect until the Obligations have been
satisfied in full (including, but not limited to, all
indemnification obligations pursuant to Article
X of the Purchase Agreement).
4.
Waiver
.
(a) Guarantor
expressly waives notice of the acceptance of this Guaranty,
the creation of any present or future Obligation, default
under any Obligation, all diligence of collect
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