|AMAZON COM INC filed this Form 10-K on 01/30/2013|
limitations set forth in Section 10.2 of the Purchase Agreement, plus (b) one hundred percent (100%) of reasonable costs and expenses of collection incurred by Purchaser in enforcing its rights and remedies under this Guaranty as described in Section 8 below. The parties acknowledge that this Guaranty does not apply to the [Alley ObligationsIa, III, and IV, the TI Obligations III, the Easement Obligations II, III, and the Completion Obligations V], which are subject to a separate Post Closing Obligations Guaranty of even date herewith given by Guarantor for the benefit of Purchaser.
Notwithstanding any provision of this Guaranty, Guarantors liability hereunder shall be limited to the payments and performance required to be made by Seller to Purchaser under the Purchase Agreement and under any document executed and delivered by Seller at Closing, subject to the limitations in Section 10.2 of the Purchase Agreement (which shall not exceed $ ), plus the amounts described in Section 8 below.
2. Except as expressly provided by this Guaranty, Guarantor hereby waives presentment, protest, notice of default, demand for payment and all other suretyship defenses whatsoever with respect to any obligation guaranteed under this Guaranty.
3. If Seller fails to make any payment to Purchaser or perform any obligation required under the Purchase Agreement (subject to the limitations set forth in Section 10.2 of the Purchase Agreement), Purchaser shall be entitled to make demand upon Guarantor for such payment or performance (hereinafter referred to as a Demand). Any Demand shall be in writing and shall state the amount Seller has failed to pay or the obligation Seller has failed to perform, shall contain a brief explanation of why such payment or performance is due, and a specific statement that Purchaser is calling upon Guarantor to pay such amount or perform such obligation under this Guaranty. Guarantor agrees to pay Purchaser amounts owing by Seller pursuant to the Purchase Agreement or perform obligations of Seller within ten (10) days of receipt of a Demand therefor, and to pay to Purchaser any other amounts owing hereunder within ten (10) days of demand therefor. In no event shall Guarantors liability under this Guaranty exceed Sellers liability under the Purchase Agreement, as limited by Section 10.2, plus all other amounts described in Section 8 of this Guaranty.
4. Guarantor represents and warrants to Purchaser that:
(a) it is a limited liability company duly organized and validly existing under the laws of the State of Washington and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Guaranty; and
(b) no authorization, approval, consent or order of, or registration or filing with, any court or other governmental body having jurisdiction over Guarantor is required on the part of Guarantor for the execution and delivery of this Guaranty.
5. In the event Guarantor fails to make any payment to Purchaser or perform any obligation when required under this Guaranty, Purchaser may commence suit against Guarantor and/or exercise any available remedy at law or equity to enforce the provisions of this Guaranty without first commencing any suit or otherwise proceeding against Seller or exhausting its remedies against Seller. This is a guaranty of payment and performance and not a guaranty of collection.