GUARANTY OF LEASE. For valuable consideration, the receipt of which is hereby acknowledged, and to induce MGM Real Estate Group Inc., a Florida corporation (herein referred to as “Landlord”) to enter into Commercial Lease with The Early Learning Coalition of Flagler and Volusia Counties, Inc . (the “Tenant”), pursuant to a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous herewith (the “Lease”), the undersigned (the “Guarantor”), having a direct financial interest in the Tenant, guarantees to Landlord the full and prompt payment of rent and all other sums required to be paid by Tenant under the lease, and the full and faithful performance of all terms, conditions, obligations and agreements of the tenant contained in the lease. This is an unconditional guaranty. Upon default by Xxxxxx, the obligations of Tenant with respect to the Lease shall apply to Guarantor as if Guarantor had been the original tenant on the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent of the obligation of the Tenant and a separate action or actions may be brought and maintained against Guarantor whether or not action is brought against the Tenant. Guarantor agrees to pay the reasonable attorney fees and all other reasonable costs and expenses which may be incurred by Landlord in the enforcement of this guaranty. This Guaranty constitutes the entire agreement between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings with respect to the subject matter hereof between Guarantor and Landlord. This Guaranty cannot be changed, modified or terminated orally. This guaranty 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 obligations of the Guarantor hereunder shall be binding upon his successors, representatives, estates and assigns and shall inure to the benefit of the Landlord’s successors and assigns. Guarantor hereby authorizes Landlord, without notice or demand, and without affecting Guarantor’s liability hereunder, to renew, comprise, extend, modify or otherwise change the terms of the Lease. It is the intention of the parties that the laws of the State of Florida shall govern the validity of this Guaranty and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of this Guaranty shall be the appropriate state court of competent jurisdiction located in Volusia County, Florida. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty. Guarantor(s) agree(s) to promptly notify Landlord of any change in place of residence and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#
Appears in 2 contracts
Samples: Commercial Lease, Commercial Lease
GUARANTY OF LEASE. For valuable consideration, the receipt of which is hereby acknowledged, and to induce MGM Real Estate Group Inc., a Florida corporation THIS GUARANTY OF LEASE (herein referred to as “LandlordGuaranty”) to enter is entered into Commercial Lease with The Early Learning Coalition as of Flagler and Volusia CountiesJuly 5, Inc . 2019, by Ascend Wellness Holdings, LLC, an Illinois limited liability company (the “TenantGuarantor”), pursuant for the benefit of LCR 628 EAST XXXXX, LLC (“Lessor”), with reference to the following facts: Lessor and HealthCentral, LLC (“Lessee”), have entered or will enter into a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous lease of even date herewith (the “Lease”), . Capitalized terms used but not otherwise defined herein shall have the undersigned (the “Guarantor”), having a direct financial interest same meaning ascribed to them in the TenantLease. By its covenants herein set forth, guarantees Guarantor has induced Lessor to Landlord enter into the Lease, which was made and entered into in consideration for Guarantor’s said covenants. Subject to the terms set forth herein, Guarantor unconditionally guarantees, without deduction by reason of setoff, defense or counterclaim, to Lessor and its successors and assigns the full and prompt punctual payment (and not merely the collectability), performance and observance by Lessee, of all of the amounts, terms, covenants and conditions in the Lease contained on Lessee’s part to be paid, kept, performed and observed. Notwithstanding the foregoing, in no event shall the scope of Guarantor’s obligations exceed Lessee’s obligations under the Lease except to the extent Lessee is relieved of any such obligation by reason of any bankruptcy or other like filing or order. If Lessee shall at any time default in the punctual payment, performance and observance of any of the amounts, terms, covenants or conditions in the Lease contained on Lessee’s part to be paid, kept, performed and observed (after applicable notice and cure period), Guarantor will pay, keep, perform and observe same, as the case may be, in the place and stead of Lessee. Guarantor shall also pay to Lessor all reasonable and necessary incidental damages and expenses incurred by Lessor as a direct and proximate result of Lessee’s failure to perform, which expenses shall include reasonable attorneys’ fees and interest on all sums due and owing Lessor by reason of Lessee’s failure to pay same, at the maximum rate allowed by law. Any act of Lessor, or its successors or assigns, consisting of a waiver of any of the terms or conditions of the Lease, the giving of any consent to any matter or thing relating to the Lease, or the granting of any indulgence or extension of time to Lessee may be done without notice to Guarantor and without releasing Guarantor from any of its obligations hereunder. The obligations of Guarantor hereunder shall not be released by Lessor’s receipt, application or release of any security given for the performance and observance of any covenant or condition in the Lease contained on Lessee’s part to be performed or observed, nor by any modification of the Lease, regardless of whether Guarantor consents thereto or receives notice thereof. The liability of Guarantor hereunder shall in no way be affected by: (a) the release or discharge of Lessee in any creditor’s, receivership, bankruptcy or other proceeding; (b) the impairment, limitation or modification of the liability of Lessee or the estate of Lessee in bankruptcy, or of any remedy for the enforcement of Lessee’s liability under the Lease resulting from the operation of any present or future provision of the Federal Bankruptcy Code or other statutes or from the decision of any court; (c) the rejection or disaffirmance of the Lease in any such proceedings; (d) the assignment or transfer of the Lease by Lessee; (e) any disability or other defense of Lessee; (f) the cessation from any cause whatever of the liability of Lessee; (g) the exercise by Lessor of any of its rights or remedies reserved under the Lease or by law; or (h) any termination of the Lease. If Lessee shall become insolvent or be adjudicated bankrupt, whether by voluntary or involuntary petition, if any bankruptcy action involving Lessee shall be commenced or filed, if a petition for reorganization, arrangement or similar relief shall be filed against Lessee, or if a receiver of any part of Lessee’s property or assets shall be appointed by any court, Guarantor shall pay to Lessor the amount of all accrued, unpaid and accruing rent and all other sums required to be paid by Tenant charges due under the leaseLease and all principal and interest and other charges under to the date when the debtor-in- possession, the trustee or administrator accepts the Lease and commences paying same. At the full option of Lessor, Guarantor shall either: (a) pay Lessor an amount equal to the rent and faithful performance of all terms, conditions, obligations and agreements other charges which would have been payable for the unexpired portion of the tenant contained Lease term reduced to present-day value; or (b) execute and deliver to Lessor a new lease for the balance of the Lease term with the same terms and conditions as the Lease, but with Guarantor as Lessee thereunder. Any operation of any present or future debtor’s relief act or similar act, or law or decision of any court, shall in the lease. This is an unconditional guaranty. Upon default by Xxxxxx, no way affect the obligations of Tenant Guarantor or Lessee to perform any of the terms, covenants or conditions of the Lease or of this Guaranty. Guarantor may be joined in any action against Lessee in connection with respect the obligations of Lessee under the Lease and recovery may be had against Guarantor in any such action. Lessor may enforce the obligations of Guarantor hereunder without first taking any action whatever against Lessee or its successors and assigns, or pursuing any other remedy or applying any security it may hold. Until all of the covenants and conditions in the Lease on Lessee’s part to be performed and observed are fully performed and observed, Guarantor: (a) shall have no right of subrogation against Lessee by reason of any payment or performance by Guarantor hereunder; and (b) subordinates any liability or indebtedness of Lessee now or hereafter held by Guarantor to the obligations of Lessee to Lessor under the Lease. This Guaranty shall apply to the Lease, any extension, renewal, modification or amendment thereof, to any assignment, subletting or other tenancy thereunder and to any holdover term following the Lease term granted under the Lease, or any extension or renewal thereof. Notwithstanding anything in this Guaranty to the contrary, in the event Lessee assigns the Lease or subleases the Premises in accordance with the provisions of the Lease to a third party which is not an entity controlling or controlled by or under common control with Lessee or Guarantor (a “Third Party Assignee”) then (a) the undersigned shall not be responsible for any incremental increase in Rent or other obligation under the Lease or for or during any extension of the Lease term resulting from an amendment to the Lease between Lessor and such Third Party Assignee which provides for an increase in Rent or other obligation due under the Lease or an extension of the Lease term or for any exercise of any option to extend the Lease term which may be exercised by said Third Party Assignee, unless Guarantor shall apply have consented in writing to such increase in Rent or other obligation or extension of Lease term; and (b) as a condition to the undersigned’s liabilities under this Guaranty, Lessor shall be required to deliver written notice of any defaults by Lessee or the Third Party Assignee to Guarantor as if and Guarantor had been shall have the original tenant on right to cure same within the time period provided in the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent In the event of the obligation of the Tenant and a separate action or actions may be brought and maintained against Guarantor whether or not action is brought against the Tenant. Guarantor agrees to pay the reasonable attorney fees and all other reasonable costs and expenses which may be incurred by Landlord in the enforcement of this guaranty. This Guaranty constitutes the entire agreement any litigation between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings Lessor with respect to the subject matter hereof between hereof, the unsuccessful party in such litigation shall pay to the successful party all fees, costs and expenses thereof, including reasonable attorneys’ fees and expenses. If there is more than one undersigned Guarantor, (a) the term “Guarantor”, as used herein, shall include all of the undersigned; (b) each provision of this Guaranty shall be binding on each one of the undersigned, who shall be jointly and severally liable hereunder; and (c) Lessor shall have the right to join one or all of them in any proceeding or to proceed against them in any order. Within fifteen (15) days after Lessor’s written request (which requests may not be made more than once per calendar year), Guarantor and Landlordshall furnish Lessor with financial statements or other reasonable financial information reflecting Guarantor’s current financial condition, certified by Guarantor or its financial officer. If Guarantor is a publicly-traded corporation, delivery of Guarantor’s last published financial information shall be satisfactory for purposes of this Paragraph. This Guaranty caninstrument constitutes the entire agreement between Lessor and Guarantor with respect to the subject matter hereof, superseding all prior oral and written agreements and understandings with respect thereto. It may not be changed, modified modified, discharged or terminated orallyorally or in any manner other than by an agreement in writing signed by Guarantor and Lessor. This guaranty is Guaranty shall be governed by and construed in accordance with the laws of the State of Illinois. Every notice, demand or request (collectively “Notice”) required hereunder or by law to be given by either party to the other shall be in writing. Notices shall be given by personal service or by United States certified or registered mail, postage prepaid, return receipt requested, or by telegram, mailgram or same-day or overnight private courier, addressed to the party to be served at the address indicated below or such other address as the party to be served may from time to time designate in a continuing one, and all liabilities Notice to which it applies the other party. Any action to declare or may apply enforce any right or obligation under the terms hereof Lease may be commenced by Lessor in the state courts of the State of Illinois. Guarantor hereby consents to the jurisdiction of such Court for such purposes. Any notice, complaint or legal process so delivered shall constitute adequate notice and service of process for all purposes and shall subject Guarantor to the jurisdiction of such Court for purposes of adjudicating any matter related to this Guaranty. Lessor and Guarantor hereby waive their respective rights to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by either Lessor against Guarantor or Guarantor against Lessor on any matter whatever arising out of, or in any way connected with, the Lease, or this Guaranty. This Guaranty may be conclusively presumed assigned in whole or part by Lessor upon written notice to have been created Guarantor, but it may not be assigned by Guarantor without Lessor’s prior written consent, which may be withheld in reliance hereonLessor’s sole and absolute discretion. The obligations terms and provisions of the Guarantor hereunder this Guaranty shall be binding upon his successors, representatives, estates and assigns and shall inure to the benefit of the Landlord’s heirs, personal representatives, successors and assigns. Guarantor hereby authorizes Landlord, without notice or demand, and without affecting Guarantor’s liability hereunder, to renew, comprise, extend, modify or otherwise change the terms of the Lease. It is the intention permitted assigns of the parties that the laws of the State of Florida shall govern the validity of this Guaranty and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of this Guaranty shall be the appropriate state court of competent jurisdiction located in Volusia County, Florida. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty. Guarantor(s) agree(s) to promptly notify Landlord of any change in place of residence and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#hereto.
Appears in 2 contracts
Samples: Commercial Lease (Ascend Wellness Holdings, LLC), Commercial Lease (Ascend Wellness Holdings, LLC)
GUARANTY OF LEASE. For valuable considerationThis Lease is subject to and conditional upon Tenant’s delivery to Landlord concurrently with Tenant’s execution and delivery of this Lease, of a guaranty of lease (the receipt of which is hereby acknowledged“Guaranty”) fully executed and binding upon Coinstar, and to induce MGM Real Estate Group Inc., a Florida corporation Delaware corporation, as guarantor (herein referred to as “Landlord”) to enter into Commercial Lease with The Early Learning Coalition of Flagler and Volusia Counties, Inc . (the “Tenant”), pursuant to a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous herewith (the “Lease”), the undersigned (the “Guarantor”), having a direct financial interest . Said Guaranty shall be in the Tenant, guarantees to Landlord form and upon the full and prompt payment of rent and all other sums required to be paid by Tenant under the lease, and the full and faithful performance of all terms, conditions, obligations and agreements of the tenant terms contained in Exhibit “E” attached hereto and made a part hereof. Tenant or Guarantor shall have the lease. This is option to substitute for the Guaranty, an unconditional guaranty. Upon default unconditional, irrevocable and renewable letter of credit (“Letter of Credit”) in favor of Landlord issued by Xxxxxx, the obligations of Tenant with respect a financial institution reasonably satisfactory to the Lease shall apply to Guarantor as if Guarantor had been the original tenant on the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent of the obligation of the Tenant and a separate action or actions may be brought and maintained against Guarantor whether or not action is brought against the Tenant. Guarantor agrees to pay the reasonable attorney fees and all other reasonable costs and expenses which may be incurred by Landlord in the enforcement amount of the Liability Amount specified in the Guaranty, which amount may be reduced at the same times, and subject to the same terms and conditions, and to the same amounts as the Liability Amount may be reduced under the Guaranty (as if the Guaranty was still in effect). Tenant or Guarantor (as applicable) shall be responsible for all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. If the issuer of the Letter of Credit is declared to be insolvent by the Federal Deposit Insurance Corporation (or any comparable institution) or becomes a debtor in any case or proceeding under the Bankruptcy Code or any similar statute, or ceases to conduct business for any reason, Landlord may so notify Tenant, in which case Tenant shall, within five (5) business days after such notice from Landlord, provide Landlord with a new Letter of Credit which otherwise meets the requirements hereof. If (A) the term of the Letter of Credit will expire prior to the end of the initial Term of this guaranty. This Guaranty constitutes Lease and the entire agreement between Guarantor Letter of Credit is not extended, or a new Letter of Credit for an extended period of time is not substituted, in either case at least twenty-five (25) days prior to the expiration of the Letter of Credit, or (B) a monetary Event of Default occurs under this Lease or Tenant files a voluntary petition under Title 11 of the United States Code (i.e., the Bankruptcy Code), or otherwise becomes a debtor in any case or proceeding under the Bankruptcy Code, as now existing or as hereinafter amended or any similar law or statute, Landlord may draw upon the Letter of Credit and the proceeds received from such draw shall constitute Landlord’s property (and not Tenant’s property or the property of the bankruptcy estate of Tenant) and Landlord may then use, apply or retain all or any part of the proceeds for amounts due from Tenant under this Lease or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s monetary Event of Default as otherwise permitted under Article 20 hereof. However, notwithstanding clause (B) of the immediately preceding sentence, if Landlord does not terminate this Lease as a result of such monetary Event of Default and supercedes all prior written and oral agreements and understandings with respect to the subject matter hereof between Guarantor and Landlord. This Guaranty canif Tenant has not be changed, modified or terminated orally. This guaranty is filed a continuing one, and all liabilities to which it applies or may apply petition under the terms hereof Bankruptcy Code or is otherwise not a debtor in any case or proceeding under the Bankruptcy Code, Landlord may only draw from the Letter of Credit the amount(s) due to Landlord under this Lease (and the Letter of Credit shall permit such partial draws). If Tenant delivers a Letter of Credit in compliance with the requirements of this Section 30(y) above, the Guaranty shall automatically terminate and shall be conclusively presumed to have been created in reliance hereon. The obligations of no further force and effect and upon request from Tenant or the Guarantor hereunder under the Guaranty, Landlord shall be binding upon his successors, representatives, estates and assigns and shall inure to the benefit of the Landlord’s successors and assigns. Guarantor hereby authorizes Landlord, without notice or demand, and without affecting Guarantor’s liability hereunder, to renew, comprise, extend, modify or otherwise change the terms of the Lease. It is the intention of the parties execute commercially reasonable documentation indicating that the laws of the State of Florida shall govern the validity of this Guaranty and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of this Guaranty shall be the appropriate state court of competent jurisdiction located in Volusia County, Florida. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty. Guarantor(s) agree(s) to promptly notify Landlord of any change in place of residence and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#has been terminated.
Appears in 2 contracts
Samples: Standard Office Lease, Standard Office Lease (Coinstar Inc)
GUARANTY OF LEASE. For valuable consideration, the receipt of which THIS GUARANTY OF LEASE is attached to and is hereby acknowledgedmade a part of that certain Lease, dated July 8, 1999, between NEW YORK LIFE INSURANCE COMPANY ("Landlord"), and to induce MGM Real Estate Group Inc.PURE WATER CORPORATION, an AquaSource Company, a Florida Delaware corporation (herein referred "Tenant"). FOR VALUE RECEIVED and in consideration of and as an inducement to as “Landlord”) to enter Landlord entering into Commercial Lease with The Early Learning Coalition of Flagler and Volusia Counties, Inc . (the “Tenant”), pursuant to a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous herewith (the “this Lease”), the undersigned guarantor (the “"Guarantor”"), having a direct financial interest in the TenantAquaSource, Inc., unconditionally and continuously guarantees to Landlord Landlord, its successors and assigns, and acknowledging that Guarantor receives an economic benefit from Tenant's entering into this Lease, the full and prompt payment timely performance axx xxxervance by Tenant of all the terms and conditions of the Lease to be performed and observed by Tenant. This Guaranty and the obligations of Guarantor hereunder shall not be terminated or impaired by reason of the granting by Landlord of any indulgences to Tenant or the assertion by Landlord against Tenant of any of Landlord's rights or remedies under the Lease, or by the relief of Tenant from any of Tenant's obligations under the lease by operation of law or otherwise, whether or not Guarantor has received notice of same. Guarantor waives all suretyship defenses and waives notice of any breach by Tenant. This Guaranty shall continue in full force and effecx xx xo any renewal, amendment, modification, extension, assignment or transfer of the Lease or any subletting of the Lease premises, whether or not Guarantor shall have received notice of or consented to the same. The liability of Guarantor under this Guaranty is primary and absolute, and Landlord may at its option proceed against guarantor without proceeding against Tenant. Any action against Guarantor may be brought in the county in which the Lease premises are located, or in King County, Washington, at Landlord's option. Landlord's delay or failure to insist upon the strict performance or observance of any obligation of Tenant under this lease or to exercise any right or remedy available under the Lease or at law of in equity, shall not be construed to be a wavier of Landlord's prerogative to insist upon such strict performance or observance or to exercise any such right or remedy. Receipt by Landlord of rent and all or other sums required payment with knowledge of a breach of any term or condition of the Lease shall not be construed to be paid by a waiver of such breech. The liability of Guarantor hereunder shall not be affected of limited by: the release or discharge of Tenant in any creditors', receivership, bankruptcy or other proceedings; the impairment, limitation or modification of the liability of the Tenant or the estate of the Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's said liability under the leaseLease, and resulting from, the full and faithful performance operatixx xx any present or future provision of the federal bankruptcy laws or other, statutes or from the decision in any court; the rejection or disaffirmance of the Lease in any such proceedings; any disability or other defense of Tenant, or the cessation, from any cause whatsoever, of the liability of the Tenant. Until all the terms, conditions, obligations conditions and agreements of the tenant contained Lease are fully performed and observed by Tenant, Guarantor hereby waives the right to enforce any claim, right or remedy which Guarantor now has or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in compliance with the lease. This is an unconditional guaranty. Upon default obligations of Guarantor hereunder, and Guarantor hereby subordinates any liability or indebtedness of Tenant now or hereafter held by Xxxxxx, Guarantor to the obligations of Tenant with respect to the Lease shall apply to Guarantor as if Guarantor had been the original tenant on Landlord under the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent of the obligation of the Tenant and a separate action or actions may be brought and maintained against Guarantor whether or not action is brought against the Tenant. Guarantor agrees to pay the reasonable attorney fees and all other reasonable costs and expenses which may be incurred by Landlord in the enforcement of this guaranty. This Guaranty constitutes the entire agreement between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings with respect to the subject matter hereof between Guarantor and Landlord. This Guaranty cannot be changed, modified or terminated orally. This guaranty 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 obligations of the Guarantor hereunder shall be binding upon his successors, representatives, estates and assigns and shall inure to the benefit of the Landlord’s , its affiliates, successors and assigns, and shall be binding upon the successors and assigns of Guarantor. This Guaranty is irrevocable and may not be changed, affected, discharged of terminated other than by an agreement in writing signed by Guarantor and Landlord. Guarantor hereby authorizes Landlord, without notice shall pay all costs and expenses paid or demand, and without affecting Guarantor’s liability hereunder, to renew, comprise, extend, modify incurred by Landlord in enforcing either the Lease or otherwise change the terms of the Lease. It is the intention of the parties that the laws of the State of Florida shall govern the validity of this Guaranty and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of this Guaranty shall be the appropriate state court of competent jurisdiction located in Volusia County, Florida. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty, including court costs and a reasonable amount for legal services performed by counsel, whether employed or retained by Landlord. Guarantor(sDATED this ____day of _________________ , 1999. XxxxXxurce,Inc _______________________________ (Signature) agree(s_______________________________ (Name - PLEASE PRINT) to promptly notify CORPORATE ADDRESS; _________________________________________ _________________________________________ CORPORATE TELEPHONE: _________________________________________ ADDITIONAL PROVISIONS TO LEASE July 8, 1999 NEW YORK LIFE INSURANCE COMPANY as Landlord of any change in place of residence and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address PURE WATER CORPORATION, Home telephone number Cell number . SSN DL#an AquaSource Company a Delaware corporation, as Tenant ________________________________________________________________________________
Appears in 1 contract
Samples: Lease Agreement (Sparkling Spring Water Holdings LTD)
GUARANTY OF LEASE. For valuable considerationIn consideration of EBP 2, LTD., a Texas limited partnership ("Landlord"), entering into that certain Net Lease (the receipt "Lease") dated as of which is hereby acknowledgedDecember 31, 1997, by and between Landlord and XXX LABORATORIES, L.P., a Delaware limited partnership ("Tenant"), and the benefits to induce MGM Real Estate Group Inc.be derived by Tenant and the undersigned, XXX LABORATORIES, INC., a Florida Delaware corporation (herein referred to as “Landlord”) to enter into Commercial Lease with The Early Learning Coalition of Flagler and Volusia Counties, Inc . (the “Tenant”"Guarantor"), pursuant to a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous herewith (the “Lease”), the undersigned (the “Guarantor”), having a direct financial interest in the Tenant, Guarantor hereby unconditionally guarantees to Landlord the full absolute, complete and prompt punctual performance of the agreements of Tenant contained in the Lease including, without limitation, the timely payment of all rent and all other sums required now or hereafter owed by Tenant to Landlord thereunder. The obligation of Guarantor hereunder is an absolute, unconditional, continuing guarantee of payment and performance by Xxxxxx and will not terminate until Tenant has paid in full all amounts owing to Landlord and performed all of Tenant's obligations under the Lease. Tenant hereby acknowledges and agrees that Landlord required, as a condition to Landlord's execution of the Lease, that Guarantor execute this Guaranty, and Guarantor, by virtue of Guarantor's interest in and relationship with Xxxxxx, hereby deems it to be paid in Guarantor's best interest (based on sound business judgment and the fact that valuable, direct benefits will be derived by Guarantor by virtue of the Lease) to execute and deliver to Landlord this Guaranty. Guarantor hereby acknowledges and agrees that Guarantor's liability hereunder will not be released, reduced, impaired or affected by the occurrence of any event save Xxxxxx's full performance including, but not limited to, any one or more of the following events: Xxxxxxxx's obtaining collateral from Tenant or any other person to secure payment or performance under the leaseLease; any assumption of liability by any other person (whether as guarantor or otherwise) for payment or performance under the Lease; any release, and surrender, exchange, loss, termination, waiver or other discharge of any collateral securing payment or performance under the Lease; any subordination, relinquishment or discharge of Landlord's rights relating to the Lease or any collateral described therein; any full and faithful or partial release from liability of Tenant or any other person or entity now or hereafter liable for payment or performance under the Lease; any dissolution, termination, death, insolvency, bankruptcy, reorganization, disability, discharge, waiver or other exoneration of all terms, conditions, obligations and agreements of Tenant or any other person or entity now or hereafter liable for payment or performance under the tenant contained in the lease. This is an unconditional guaranty. Upon default Lease; any assignment or sublease by Xxxxxx, the obligations of Tenant with respect to the Lease; any assignment by Landlord; any renewal, extension, modification or amendment from time to time of the Lease shall apply to Guarantor as if Guarantor had been or any one or more of the original tenant on terms of the Lease. Guarantor’s obligations pursuant ; any failure, delay, waiver or refusal by Landlord to this guaranty shall be independent exercise any right or remedy held by Landlord under the Lease or by law; any sale, encumbrance, transfer or other modification of Tenant's interest under the Lease; any invalidity, unenforceability or insufficiency of the obligation entirety of or any one or more of the Tenant and a separate action terms of the Lease or any collateral securing payment or performance thereunder; or any failure of Guarantor to receive notice of any one or more of the foregoing actions may be brought and maintained against Guarantor whether or not action is brought against the Tenantevents. Guarantor agrees to pay the reasonable attorney fees waives diligence, presentment, protest, notice of dishonor, demand for payment, notice of non-payment or non-performance, notice of acceptance of this Guaranty and all other notices of any nature in connection with the exercise of Landlord's right under the Lease or this Guaranty. Guarantor waives all rights to setoffs and counterclaims against Landlord and agrees that any rights which Guarantor might now or hereafter hold against Tenant will be subordinate, junior and inferior to all rights which Landlord might now or hereafter hold against Tenant. In addition to all other sums due and owing by Guarantor hereunder, Guarantor shall pay to Landlord upon demand all reasonable costs and expenses which may be incurred by Landlord in the enforcement of endeavoring to enforce this guarantyGuaranty. This Guaranty constitutes the entire agreement between is an irrevocable, absolute, continuing guarantee of payment and not a guarantee of collection. This Guaranty may not be revoked by Guarantor and Landlord and supercedes all without Xxxxxxxx's prior written consent and oral agreements and understandings shall continue to be effective with respect to sums due under the subject matter hereof between Guarantor and LandlordLease arising after any attempted revocation by Guarantor. This Guaranty cannot be changed, modified or terminated orally. This guaranty is a continuing one, binding on Guarantor 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 obligations of the Guarantor hereunder shall be binding upon his successors, representatives, estates successors and assigns of Guarantor and shall will inure to the benefit of Landlord and the Landlord’s successors and assignsassigns of Landlord. Guarantor hereby authorizes Landlord, consents to the assignment of all or any portion of the rights of Landlord under the Lease without notice or demandto Guarantor. If Guarantor consists of more than one person, and without affecting Guarantor’s liability hereunder, to renew, comprise, extend, modify or otherwise change the terms of the Lease. It is the intention of the parties that the laws of the State of Florida shall govern the validity of this Guaranty is jointly and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of this Guaranty shall be the appropriate state court of competent jurisdiction located in Volusia County, Florida. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty. Guarantor(s) agree(s) to promptly notify Landlord of any change in place of residence and home telephone number. severally binding on each Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#.
Appears in 1 contract
Samples: Lease Agreement (Dey Inc)
GUARANTY OF LEASE. For valuable consideration, the receipt of which is hereby acknowledgedIN CONSIDERATION OF, and to induce MGM Real Estate Group Inc., a Florida corporation (herein referred to as “Landlord”) to enter into Commercial Lease with The Early Learning Coalition the execution and delivery of Flagler and Volusia Counties, Inc . (the “Tenant”), pursuant to a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous herewith (the “aforesaid Lease”), the undersigned (Guarantors) jointly and severally and coextensively with Tenant hereby unconditionally, absolutely and without limitation in time or amount, guarantee to the “Guarantor”), having a direct financial interest in the Tenant, guarantees to aforesaid Landlord the full and prompt timely payment of rent and all other sums required to be paid by Tenant under the lease, and the full and faithful performance of all termsrent and other covenants, conditions, obligations terms and agreements of the tenant contained in the lease. This is an unconditional guaranty. Upon default by Xxxxxx, the obligations of Tenant with respect to the Lease shall apply to Guarantor as if Guarantor had been the original tenant on the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent of the obligation conditions of the Tenant and a separate action or actions may be brought and maintained against Guarantor whether or not action is brought against inuring to the Tenant. Guarantor agrees to pay the reasonable attorney fees Landlord under said Lease including any and all other reasonable costs holdover periods or renewals or extensions thereof and under any successor or new lease entered into by Tenant for premises at Riverfront Village (a “Successor Lease”) including any and all holdover periods or renewals or extensions thereof. Said guaranty shall include the payment of Landlord's expenses which may be incurred by Landlord in the enforcement of enforcing this guarantyGuaranty. This Guaranty constitutes shall be a continuing Guaranty, not affected or diminished by any indulgence or extension of time that may be granted by the entire agreement between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings with respect to the subject matter hereof between Guarantor Tenant or by any amendment or modification of the Lease or any Successor Lease, or by the Tenant's discharge in bankruptcy or by any assignment or subletting of the Lease or any Successor Lease. The validity or enforceability of this Guaranty shall not be affected by the invalidity or unenforceability of this Lease or any Successor Lease, including any defense that Tenant lacks sufficient legal capacity to enter into the Lease or any Successor Lease. Any notice or demand to the Tenant concerning any default or the exercise of any remedy of Landlord shall ipso facto be notice to the undersigned. The Landlord is not obligated, under the terms of this Guaranty, to seek or exhaust its remedies for default against the Tenant before recovering hereunder from the undersigned, and neither the release of any guarantors or release of any security for the Tenant's obligations under the Lease or any Successor Lease shall constitute a defense to Landlord's recovery hereunder as to any party not expressly released. The undersigned acknowledges full knowledge of the terms and provisions of this Lease. This Guaranty cannot be changed, modified or terminated orally. This guaranty 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 obligations of the Guarantor hereunder shall be binding upon his successorsthe heirs, representatives, estates personal representatives and assigns of the undersigned, and shall inure to the benefit of the Landlord’s 's successors and assigns. Guarantor hereby authorizes Landlord, without notice waives the right to trial by jury in any action or demand, proceeding that may hereafter be instituted by Landlord in respect of this Guaranty and without hereby irrevocably appoints Tenant as its agent for service of process related to this Guaranty. Grantor waives the benefit of any statute of limitations affecting Guarantor’s 's liability hereunderunder this Guaranty. The Lease, to renew, comprise, extend, modify or otherwise change the terms of the Lease. It is the intention of the parties that any Successor Lease and this Guaranty shall be governed by and interpreted under the laws of the State of Florida shall govern the validity of this Guaranty and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of this Guaranty shall be the appropriate state court of competent jurisdiction located in Volusia County, Florida. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty. Guarantor(s) agree(s) to promptly notify Landlord of any change in place of residence and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#Alabama.
Appears in 1 contract
Samples: Lease Agreement
GUARANTY OF LEASE. For valuable considerationLessee represents and warrants that (a) as of the Execution Date, the receipt Lessee is an Affiliate of which is hereby acknowledgedNextDecade LNG, and to induce MGM Real Estate Group Inc.LLC, a Florida corporation Delaware limited liability company (herein referred to as “Landlord”) to enter into Commercial Lease with The Early Learning Coalition of Flagler and Volusia Counties, Inc . (the “Tenant”), pursuant to a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous herewith (the “Lease”), the undersigned (the “Guarantor”), having a direct financial interest and (b) as of the Effective Date and at all times during the Term of this Lease, Lessee will be and remain duly qualified to do business in the TenantState of Texas. Simultaneously with the delivery of the Effective Date Notice, guarantees Guarantor shall execute and deliver to Landlord District a guaranty of Lessee’s payment and performance obligations arising under this Lease, in the full form thereof attached hereto (the “Guaranty”); provided, however, that so long as no Event of Default exists beyond applicable notice and prompt payment of rent cure periods, then (i) from and all other sums after the Operations Commencement Date at any time while the Guaranty is required to be paid by Tenant in effect, Lessee shall, at its sole option and at its sole cost and expense, have the right to deliver a letter of credit in lieu or replacement, in whole or any part, of the Guaranty in the face amount of twelve (12) quarterly installments of annual Rent under the leasethis Lease, and (ii) from and after the full Release Date, the Guaranty shall terminate and faithful performance be of all terms, conditions, obligations no further force or effect. Lessee understands and agreements of the tenant contained in the lease. This is an unconditional guaranty. Upon agrees that any breach or default by Xxxxxx, the obligations of Tenant with Guarantor in any material respect to the Lease shall apply to Guarantor as if Guarantor had been the original tenant on the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent of the obligation of the Tenant and a separate action or actions may be brought and maintained against Guarantor whether or not action is brought against the Tenant. Guarantor agrees to pay the reasonable attorney fees and all other reasonable costs and expenses which may be incurred by Landlord in the enforcement of this guaranty. This Guaranty constitutes the entire agreement between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings with respect to the subject matter hereof between Guarantor and Landlord. This Guaranty cannot be changed, modified or terminated orally. This guaranty 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 obligations of the Guarantor hereunder shall be binding upon his successors, representatives, estates and assigns and shall inure to the benefit of the Landlord’s successors and assigns. Guarantor hereby authorizes Landlord, without notice or demand, and without affecting Guarantor’s liability hereunder, to renew, comprise, extend, modify or otherwise change the terms of the Guaranty will constitute an Event of Default under this Lease. It The Letter of Credit shall be in a form approved by District (such approval not to be unreasonably withheld, conditioned or delayed), from a commercial banking institution which is a member of FDIC with assets of more than $2,000,000,000.00. Lessee shall submit its proposed form of Letter of Credit to District at least fifteen (15) Business Days prior to the intention proposed effective date of the parties that the laws letter of the State of Florida shall govern the validity of this Guaranty and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of this Guaranty shall be the appropriate state court of competent jurisdiction located in Volusia County, Florida. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty. Guarantor(s) agree(s) to promptly notify Landlord of any change in place of residence and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#credit.
Appears in 1 contract
Samples: Lease Agreement (NextDecade Corp.)
GUARANTY OF LEASE. For valuable consideration5.1 GUARANTOR (IF REQUIRED) (if required) FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is are hereby acknowledged, the undersigned (“Guarantor”, whether one or more than one does hereby absolutely, irrevocably, personally and unconditionally guaranty to induce MGM Real Estate Group Inc., a Florida corporation University Apartments (herein referred to as “Landlord”) to enter into Commercial the full, compete, absolute and punctual performance by (“Residents”) jointly and severally of all the Residents’ obligations under the Lease with The Early Learning Coalition of Flagler and Volusia CountiesAgreement, Inc . (the “Tenant”)including, pursuant to a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxxwithout limitation, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous herewith (the “Lease”), the undersigned (the “Guarantor”), having a direct financial interest in the Tenant, guarantees to Landlord the full and prompt payment of rent any and all other sums required to be paid by Tenant of Residents’ obligations under the leaseLease to pay when due and any and all rents in accordance with the terms thereof. In connection with this Guaranty, Guarantor covenants and the full and faithful performance agrees that no modification, waiver, addition or deletion of any or all terms, conditions, obligations and agreements of the tenant contained in the lease. This is an unconditional guaranty. Upon default by Xxxxxx, the obligations terms or conditions of Tenant with respect to the Lease shall apply in any manner alter, eliminate, excuse or relieve any obligations of Guarantor under this Guaranty, and Guarantor hereby waives notice of Residents’ default under the Lease, notice of any such modification of, waiver of or amendment to Guarantor as if Guarantor had been the original tenant on the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent Guarantor hereby waives demand for payment, protest, notice of the obligation protest and notice of the Tenant and a separate action non-payment or actions may be brought and maintained against Guarantor whether or not action is brought against the Tenant. Guarantor agrees to pay the reasonable attorney fees and all other reasonable costs and expenses which may be incurred by Landlord in the enforcement of this guaranty. This Guaranty constitutes the entire agreement between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings with respect to the subject matter hereof between Guarantor and Landlord. This Guaranty cannot be changed, modified or terminated orally. This guaranty is a continuing onenon-performance, 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 obligations of the Guarantor hereunder shall be binding upon his successors, representatives, estates and assigns and shall inure to the benefit of the Landlord’s successors and assigns. Guarantor hereby authorizes Landlord, without notice or demand, and without affecting Guarantor’s liability hereunder, to renew, comprise, extend, modify or otherwise change the terms of the Lease. It is the intention of the parties that the laws of the State of Florida shall govern the validity of this Guaranty and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue time for the payment of any amounts under the Lease or any extension or renewal thereof or for the performance of any other terms or conditions contained therein may be waived or extended from time to time without notice to or the consent of Guarantor. Guarantor further waives any and all suits defenses and special proceedings rights of setoff whether arising out of this Guaranty shall be the appropriate state court of competent jurisdiction located in Volusia County, Florida. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with the Lease, this GuarantyGuaranty or otherwise. Guarantor(sResident and Guarantor shall be jointly and severally responsible for the rent and all terms and conditions including negligence, as contained in the apartment lease and under Ohio Law. The Guarantor acknowledges that he/she is not a tenant as defined by law and hereby waives any notice required by Ohio Revised Section 5321 et. seq. or 1923 et. seq. The undersigned hereby certifies under the penalty of perjury that the information contained in his/her application and any other attached financial information provided are true and accurate and that if such information is later discovered to be false, Landlord may terminate the Resident’s tenancy (if any) agree(s) and evict the Resident forthwith. By initialing below, you acknowledge and agree to promptly notify Landlord of any change the terms in place of residence and home telephone numberSection 5. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#X Initial Here
Appears in 1 contract
Samples: Lease Agreement
GUARANTY OF LEASE. For valuable considerationFOR TEN AND NO/100 DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is are hereby acknowledgedacknowledged by “Guarantor”, and to induce MGM Real Estate Group Inc.in connection with that certain Lease Agreement dated February , a Florida corporation (herein referred to as “Landlord”) to enter into Commercial Lease with The Early Learning Coalition of Flagler and Volusia Counties, Inc . (the “Tenant”), pursuant to a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous herewith 2008 (the “Lease”) between BK Properties, LLC and BK Pinnacle IV, LLC, as tenants in common (as “Lessor”) and MHM Resources, LLC (as “Lessee”), regarding those certain premises located at 0000 X. 000xx Xxxxxx, Xxxxxxx, Xxxxxx 00000, the undersigned guarantor(s) (“Guarantor”) hereby duly executes and delivers this Guaranty of Lease (the “GuarantorGuaranty”), having a direct financial interest in the Tenantand covenants and agrees to guaranty, guarantees to Landlord for and on behalf of Lessor and Lessor’s transferees, successors and assigns, the full and prompt complete payment of rent all of the obligations, liabilities, and all other sums required to be paid by Tenant duties of any nature and kind of Lessee under the leaseLease (collectively, the “Liabilities”). Guarantor represents and acknowledges that the making of the Lease will be of direct interest, benefit and advantage to Guarantor, and that, without the full execution and faithful performance delivery of all termsthis Guaranty, conditions, Lessor would not have agreed to enter into said Lease. The obligations and agreements of the tenant contained in the lease. This is an unconditional guaranty. Upon default by Xxxxxx, Guarantor hereunder are independent of the obligations of Tenant with respect to the Lease shall apply to Guarantor as if Guarantor had been the original tenant on the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent of the obligation of the Tenant Lessee, and a separate action actions for payment or actions damages may be brought and maintained prosecuted against Guarantor whether or not an action is brought against Lessee or the Tenantsecurity for Lessee’s obligations, and whether or not Lessee is joined in any such actions, and whether or not notice is given or demand is made upon Lessee. Notwithstanding anything to the contrary in the foregoing, Guarantor shall have no liability hereunder until the expiration of all applicable notice and cure periods provided under the Lease have expired. Lessor may, from time to time, without notice to Guarantor and without affecting, diminishing or releasing the liability of Guarantor (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to Guarantor, with respect to any of the Liabilities, (c) extend or renew for any period the Lease (whether or not longer than the original period), alter or exchange any of the Liabilities, (d) release or compromise any liability of any of the parties primarily or secondarily liable on any of the Liabilities, (e) release a security interest, if any, in all or any property securing any of the Liabilities or any obligation hereunder and permit any substitution or exchange for any such property, (f) resort to Guarantor for payment of any of the Liabilities, or any portion thereof, whether or not Lessor shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have proceeded against any party primarily or secondarily liable on any of the Liabilities, and (g) alter, extend, change, modify, release or cancel any covenant, agreement or provision contained in the Lease. Any amount received by Lessor from whatever source and applied by it toward the payment of the Liabilities shall be applied in such order of application as Lessor may from time to time elect. Guarantor agrees to pay waives: (a) notice of the reasonable attorney fees acceptance of this Guaranty, (b) notice of the existence or creation of the Lease or all or any of the Liabilities, (c) presentment, demand, notice of dishonor, protest, and all other reasonable costs notice of whatever nature, and expenses (d) all diligence on the part of Lessor in collection or protection of, or realization upon, any security for any of the Liabilities or in enforcing any remedy available to it under the Lease. The creation or existence from time to time of Liabilities in excess of the amount to which the right of recovery under this Guaranty may be incurred limited is hereby authorized, without notice to Guarantor and shall not in any way affect or impair this Guaranty. Lessor may, without notice of any kind, sell, assign or transfer all or any of the Liabilities or the Lease, and in such event each and every successive assignee, transferee, or holder of all or any of the Liabilities shall have the right to enforce this Guaranty, by Landlord suit or otherwise for the benefit of such assignee, transferee or holder, as fully as if such assignee, transferee or holder were herein by name specifically given such rights, powers and benefits. Lessor shall have an unimpaired right, prior and superior to that of any such assignee, transferee or holder, to enforce this Guaranty for the benefit of Lessor, as to so much of the Liabilities as it has not sold, assigned, or transferred. No delay or failure on the part of Lessor in the enforcement exercise of any right or remedy shall operate as a waiver thereof and no single or partial exercise by Lessor of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy contained herein. No action of Lessor permitted hereunder shall in any way impair or affect this Guaranty. No right or power of Lessee or anyone else to assert any claim or defense as to the invalidity or unenforceability of the Lease or of the Liabilities shall impair or affect the obligations of Guarantor hereunder. Until all of the Liabilities shall have been paid to Lessor in full, Guarantor shall have no right to subrogation, and until such time Guarantor waives any right to enforce any remedy which Lessor now has or may hereafter have against Lessee, and waives any benefit of any right to participants in any security now or hereafter held by Lessor. Until each and every one of the covenants and agreements of this guarantyGuaranty are fully performed, Guarantor’s obligations shall not be released, in whole or in part, by any action or thing which might, but for this provision of this instrument, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of Lessor or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted by Lessor, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of Guarantor or by reason of any further dealings between Lessee, Lessor or any other guarantor. Guarantor hereby expressly waives and surrenders any defense to its liability hereunder based upon any of the foregoing acts, omissions, things, agreements or waivers or any of them; it being the purpose and intent of the parties hereto that the covenants, agreements and all obligations hereunder are absolute, unconditional and irrevocable. Lessor shall be entitled to assign this Guaranty in connection with an assignment of the Lease and all of its rights, privileges, interests, and remedies hereunder to any other person, firm, entity, bank or corporation whatsoever without notice to or consent by Guarantor, and such assignee shall be entitled to the benefits of this Guaranty and to exercise all such rights, interests and remedies as fully as Lessor. This Guaranty constitutes the entire agreement between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings with respect to the subject matter hereof between Guarantor and Landlord. This Guaranty cannot be changed, modified or terminated orally. This guaranty 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 obligations of the Guarantor hereunder shall be binding upon his successors, representatives, estates and assigns and shall inure to the benefit of the Landlord’s Lessor, its successors and assigns, and shall bind Guarantor jointly and severally, together with its heirs, representatives, successors and assigns. Guarantor hereby authorizes LandlordIf more than one party shall execute this Guaranty, without notice or demandthe term “Guarantor” shall mean all parties executing this Guaranty, and without affecting Guarantor’s liability all such parties shall be jointly and severally obligated hereunder, to renew, comprise, extend, modify or otherwise change the terms of the Lease. It is the intention of the parties that This Guaranty shall be construed in accordance with the laws of the State of Florida Kansas, and such laws shall govern the validity of this Guaranty interpretation, construction and the construction of its termsenforcement hereof. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the appropriate state court extent of competent jurisdiction located in Volusia Countysuch prohibition or invalidity, Floridawithout invalidating the remainder of such provision or the remaining provisions of this Guaranty. Guarantor knowinglyhereby (a) submits to the nonexclusive jurisdiction of any court having jurisdiction over the Lessee for the purposes of all legal proceedings arising out of or relating to this Guaranty; and (b) irrevocably waives, voluntarilyto the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such court has been brought in an inconvenient forum. Notwithstanding anything herein to the contrary, nothing herein shall limit the right of Lessor to bring proceedings against Guarantor in the courts of any other jurisdiction. Guarantor acknowledges, represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of Delaware, that this Guaranty has been duly authorized, executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, and intentionallythat Guarantor has the requisite power and authority to execute the Guaranty and to perform its obligations under the Guaranty. If either party (the “Moving Party”) at any time is compelled to take action, waives by legal proceedings or otherwise, to enforce or compel compliance with the right he may have to a trial by jury in respect to any litigation based hereonterms of this Guaranty, or arising out of, under or otherwise in connection with this Guaranty, the other party (with Lessor agreeing to same by its acceptance hereof) shall, in addition to any other rights or remedies to which the Moving Party may be entitled hereunder or as a matter of law or in equity, pay to the other party all costs, including reasonable attorney’s fees, incurred or expended by the Moving Party in connection therewith. Guarantor(sThis Guaranty is executed as of this 8 day of February, 2008. WAGE WORKS, INC. a Delaware corporation By: /s/ Xxxxxxxx XxXxxxx Name: Xxxxxxxx XxXxxxx Title: CFO STATE OF California ) agree(s) SS COUNTY OF San Mateo On this 8 day of February, 2008, before me appeared Xxxxxxxx X XxXxxxx, to promptly notify Landlord me personally known, who being by me duly sworn did say that he is the CFO of any change Wage Works, Inc., a Delaware corporation, and said acknowledged said instrument to be the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in place the County and State aforesaid the day and year last above written. /s/ Xxxxx Xxxxxxxxxx Notary Public My Commission Expires: 12/17/08 0000 X. 000xx Xxxxxx, Date: , 2008 Irrevocable Standby Letter of residence Credit Number: Amount: $ Date of Expiration: Beneficiary: Applicant: c/o Block & Company, Inc. Realtors 000 X. 00xx Xx., Xxxxx 000 Xxxxxx Xxxx, XX 00000 We hereby establish our Irrevocable Standby Letter of Credit Number in your favor for the account of MHM Resources, LLC (“Tenant”) for an amount of Dollars (USD $ ). Payment of your draft(s) drawn on us will be honored in strict accordance with the terms herein upon presentation of your clean draft(s) drawn on us at sight and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#accompanied by:
Appears in 1 contract
GUARANTY OF LEASE. For valuable considerationXx. Xxxxxx X. Kriegsman, the receipt of which an individual ("Guarantor"), whose Social Security number is hereby acknowledged###-##-####, and whose home address is 000 Xxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000, as a material inducement to induce MGM Real Estate Group Inc., a Florida corporation (herein referred to as “Landlord”) to enter and in consideration of Landlord entering into Commercial this Lease with The Early Learning Coalition Tenant, unconditionally guarantees and promises to and for the benefit of Flagler and Volusia CountiesLandlord that Tenant shall perform the provisions of the Lease that Tenant is to perform; provided however, Inc . (the “Tenant”), Guarantor's obligation to Landlord pursuant to this Article 24 shall in no event exceed the sum of $50,000,00. If Guarantor is more than one person, Guarantor's obligations are joint and several and are independent of Tenant's obligations. A separate action may be brought or prosecuted against any Guarantor whether the action is brought or prosecuted against any other Guarantor or Tenant, or all, or whether any other Guarantor or Tenant, or all, are joined in the action. The provisions of the Lease may be changed by agreement between Landlord and Tenant at any time, or by course of conduct, without the consent of or notice to Guarantor, and this Guaranty shall guarantee the performance of the Lease as changed. An assignment of this Lease (as permitted by the Lease) shall not affect this Guaranty, nor shall this Guaranty be affected by Landlord's failure or delay to enforce any of its rights. If Tenant defaults under the Lease, Landlord can proceed immediately against Guarantor or Tenant, or both, or Landlord can enforce against Guarantor or Tenant, or both, any rights that it has under the Lease, or pursuant to applicable laws. If the Lease terminates and Landlord has any rights it can enforce against Tenant after termination, Landlord can enforce those rights against Guarantor without giving previous notice to Tenant or Guarantor, or without making any demand on either of them, provided however that if at any time, Guarantor provides Landlord with written notice that Guarantor is no longer affiliated with Tenant, then Landlord shall thereafter provide Guarantor with a Commercial Lease agreement contemporaneous copy of any default notice sent to Tenant pursuant to the requirements of this Lease, prior to enforcing any rights Landlord may have against Guarantor pursuant to this Article 24. Guarantor waives the benefit of any statute of limitations affecting Guarantor's liability under this Guaranty, and Guarantor waives the right to require Landlord to:
a) proceed against Tenant;
b) proceed against or exhaust any security that Landlord holds from Tenant; or
c) pursue any other remedy in Landlord's power. Guarantor waives any defense by reason of any disability of Tenant, and waives any other defense based on the premises located at 000 Xxxxxxxxx Xxxxxxtermination of Tenant's liability from any cause. Until all Tenant's obligations to Landlord have been discharged in full, Xxxxxxx XxxxxGuarantor has no right of subrogation against Tenant. Guarantor waives its right to enforce any remedies that Landlord now has, Xxxxxxx 00000or later may have, that against Tenant. Guarantor waives any right to participate in any security now or later held by Landlord. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty, and waives all notices of the Tenant has executed simultaneous herewith (the “Lease”)existence, the undersigned (the “Guarantor”)creation, having a direct financial or incurring of new or additional obligations. If Landlord disposes of its interest in the TenantLease, guarantees to Landlord the full and prompt payment of rent and all other sums required to be paid by Tenant under the lease"Landlord," as used in this Guaranty, shall mean Landlord's successors, and the full and faithful performance Guarantor's obligations under this Guaranty shall be binding on Guarantor's successors or assigns. This Guaranty of all termsLease will continue unchanged by any bankruptcy, conditionsreorganization or insolvency of Tenant or any successor or assignee thereof or by any disaffirmance or abandonment by a trustee of Tenant. The bankruptcy, obligations and agreements reorganization or insolvency of one or more of the tenant contained in undersigned or a default hereunder by one or more of the lease. This is an unconditional guaranty. Upon default by Xxxxxx, undersigned shall not affect the obligations of Tenant with respect to the other undersigned party or parties under this Guaranty. Each of the undersigned hereby waives notice of any demand by Landlord as well as any notice of nonpayment of rent or other default under the Lease shall apply by Tenant. If notice is given to Guarantor as if Guarantor had been the original tenant on the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent any of the obligation undersigned, it shall constitute notice to each of the undersigned. If Landlord incurs costs or attorneys' fees in connection with any legal proceeding involving the enforcement or interpretation of the rights or obligations of the undersigned under this Guaranty of Lease, or to enforce any provisions under the Lease against Tenant and a separate or Guarantor, including Landlord's instituting an unlawful detainer action or actions may be brought and maintained against Guarantor whether or not action is brought against to obtain possession of the Tenant. Premises, Guarantor agrees to pay the reasonable attorney fees and all other reasonable Landlord's costs and expenses which may be incurred by reasonable attorneys' fees if Landlord prevails in the enforcement such proceeding, regardless of this guaranty. This Guaranty constitutes the entire agreement between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings with respect whether such proceeding is prosecuted to the subject matter hereof between Guarantor and Landlord. This Guaranty cannot be changed, modified or terminated orally. This guaranty 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 obligations of the Guarantor hereunder shall be binding upon his successors, representatives, estates and assigns and shall inure to the benefit of the Landlord’s successors and assigns. Guarantor hereby authorizes Landlord, without notice or demand, and without affecting Guarantor’s liability hereunder, to renew, comprise, extend, modify or otherwise change the terms of the Lease. It is the intention of the parties that the laws of the State of Florida shall govern the validity of this Guaranty and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of this Guaranty shall be the appropriate state court of competent jurisdiction located in Volusia County, Florida. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty. Guarantor(s) agree(s) to promptly notify Landlord of any change in place of residence and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#judgment.
Appears in 1 contract
Samples: Office Lease (Cytrx Corp)
GUARANTY OF LEASE. For valuable consideration, the receipt of which THIS GUARANTY OF LEASE is attached to and is hereby acknowledgedmade a part of that certain Lease dated August 28, 1996 between PACIFIC NORTHWEST GROUP B, a joint venture, ("Lessor"), and to induce MGM Real Estate Group Inc.NET INFORMATION SYSTEMS, INC., a Florida Washington corporation (herein referred "Lessee"). FOR VALUE RECEIVED and in consideration of and as in inducement to as “Landlord”) to enter lessor entering into Commercial Lease with The Early Learning Coalition of Flagler and Volusia Counties, Inc . (the “Tenant”), pursuant to a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous herewith (the “Lease”), the undersigned guarantor (the “"Guarantor”), having a direct financial interest in the Tenant, ") unconditionally and continuously guarantees to Landlord Lessor, its successors and assigns, the full and prompt payment timely performance and observance by Lessee of all the terms and conditions of the Lease to be performed and observed by Lessee. This Guaranty and the obligations of Guarantor hereunder shall not be terminated or impaired by reason of the granting by Lessor and any indulgences to Lessee or the assertion by Lessor against Lessee of any of Lessor's rights or remedies under the Lease, or by the relief of Lessee from any of Lessee's obligations under the Lease by operation of law or otherwise, whether or not Guarantor has received notice of same. Guarantor waives all suretyship defenses and waives notice of any breach by Lessee. This Guaranty shall continue in full force and effect as to any renewal, amendment, modification, extension, assignment or transfer of the Lease or any subletting of the Lease premises, whether or not Guarantor shall have received notice of or consented to the same. The liability or Guarantor under this Guaranty is primary and absolute, and Lessor may at its option proceed against Guarantor without proceeding against Lessee. Any action against Guarantor maybe brought in the county in which the Lease premises are located, or in King County, Washington, at Lessor's option. Lessor's delay or failure to insist upon the strict performance or observation of any obligation of Lessee under the Lease or to exercise any right or remedy available under the Lease or at law or inequity, shall not be construed to be a waiver of Lessor's prerogative to insist upon such strict performance or observance or to exercise any such right or remedy. Receipt by Lessor of rent and all or other sums required payment with knowledge of a breach of any term or condition of the Lease shall not be construed to be paid by Tenant a waiver of such breach. The liability of Guarantor hereunder shall not be affected or limited by: the release or discharge of Lessee in any creditors', receivership, bankruptcy or other proceedings, the impairment, limitation or modification of the liability of the Lessee or the estate of the Lessee in bankruptcy, or of any remedy for the enforcement of Lessee's said liability under the leaseLease, and resulting from the full and faithful performance operation of any present or future provision of the federal bankruptcy laws or other statutes or from the decision in any court; the rejection or disaffirmance of the Lease in any such proceedings; any disability or other defense of Lessee; or the cessation, from any cause whatsoever, of the liability of Lessee. Until all terms, conditions, obligations conditions and agreements of the tenant contained Lease are fully performed and observed by Lessee, Guarantor hereby waives the right to enforce any claim, right or remedy which Guarantor now has or hereafter shall have against Lessee by reason of any one or more payments or acts of performance in the lease. This is an unconditional guaranty. Upon default compliance with obligations of Guarantor hereunder, and Guarantor hereby subordinates any liability or indebtedness of Lessee now or hereafter held by Xxxxxx, Guarantor to the obligations of Tenant with respect Lessee to the Lease shall apply to Guarantor as if Guarantor had been the original tenant on Lessor under the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent of the obligation of the Tenant and a separate action or actions may be brought and maintained against Guarantor whether or not action is brought against the Tenant. Guarantor agrees to pay the reasonable attorney fees and all other reasonable costs and expenses which may be incurred by Landlord in the enforcement of this guaranty. This Guaranty constitutes the entire agreement between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings with respect to the subject matter hereof between Guarantor and Landlord. This Guaranty cannot be changed, modified or terminated orally. This guaranty 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 obligations of the Guarantor hereunder shall be binding upon his successors, representatives, estates and assigns and shall inure to the benefit of the Landlord’s Lessor, its affiliates, successors and assigns, and shall be binding upon the successors and assigns of Guarantor. This Guaranty is irrevocable and may not be changed, affected, discharged or terminated other than by an agreement in writing signed by Guarantor and Lessor. Guarantor hereby authorizes Landlord, without notice shall pay all court costs and expenses paid or demand, and without affecting Guarantor’s liability hereunder, to renew, comprise, extend, modify incurred by Lessor in enforcing either the Lease or otherwise change the terms of the Lease. It is the intention of the parties that the laws of the State of Florida shall govern the validity of this Guaranty and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of this Guaranty shall be the appropriate state court of competent jurisdiction located in Volusia County, Florida. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty, including court costs and a reasonable amount for legal services performed by counsel, whether employed or retained by Lessor. Guarantor(s) agree(s) to promptly notify Landlord DATED this 28th day of any change in place of residence and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address August, Home telephone number Cell number . SSN DL#1996 HOME ADDRESS;
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Design Automation Systems Inc)
GUARANTY OF LEASE. For valuable considerationStan Xxx, the receipt of which xx individual, whose Social Security number is hereby acknowledged###-##-####, and whose home address is 9143 Xxxxxx Xxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 ("Xuarantor"), as a material inducement to induce MGM Real Estate Group Inc., a Florida corporation (herein referred to as “Landlord”) to enter and in consideration of Landlord entering into Commercial this Lease with The Early Learning Coalition of Flagler and Volusia Counties, Inc . (the “Tenant”), pursuant to a Commercial Lease agreement on the premises located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, that the Tenant has executed simultaneous herewith (the “Lease”), the undersigned (the “Guarantor”), having a direct financial interest in the Tenant, unconditionally guarantees and promises to and for the benefit of Landlord that Tenant shall perform the full and prompt payment of rent and all other sums required to be paid by Tenant under the lease, and the full and faithful performance of all terms, conditions, obligations and agreements provisions of the tenant contained in the leaseLease that Tenant is to perform. This If Guarantor is an unconditional guaranty. Upon default by Xxxxxxmore than one person, the Guarantor's obligations of Tenant with respect to the Lease shall apply to Guarantor as if Guarantor had been the original tenant on the Lease. Guarantor’s obligations pursuant to this guaranty shall be are joint and several and are independent of the obligation of the Tenant and a Tenant's obligations. A separate action or actions may be brought and maintained or prosecuted against any Guarantor whether or not the action is brought or prosecuted against any other Guarantor or Tenant, or all, or whether any other Guarantor or Tenant, or all, are joined in the Tenantaction. Guarantor agrees to pay The provisions of the reasonable attorney fees and all other reasonable costs and expenses which Lease may be incurred changed by Landlord in the enforcement of this guaranty. This Guaranty constitutes the entire agreement between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings with respect Tenant at any time, or by course of conduct, without the consent of or notice to the subject matter hereof between Guarantor and Landlord. This Guaranty cannot be changed, modified or terminated orally. This guaranty is a continuing oneGuarantor, 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 obligations of the Guarantor hereunder shall be binding upon his successors, representatives, estates and assigns and shall inure to the benefit of the Landlord’s successors and assigns. Guarantor hereby authorizes Landlord, without notice or demand, and without affecting Guarantor’s liability hereunder, to renew, comprise, extend, modify or otherwise change the terms of the Lease. It is the intention of the parties that the laws of the State of Florida shall govern the validity of this Guaranty and the construction of its terms. Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of this Guaranty shall guarantee the performance of the Lease as changed. An assignment of this Lease (as permitted by the Lease) shall not affect this Guaranty, nor shall this Guaranty be affected-by Landlord's failure or delay to enforce any of its rights. If Tenant defaults under the appropriate state court Lease, Landlord can proceed immediately against Guarantor or Tenant, or both, or Landlord can enforce against guarantor or Tenant, or both, any rights that it has under the Lease, or pursuant to applicable laws. If the Lease terminates and Landlord has any rights it can enforce against Tenant after termination, Landlord can enforce those rights against Guarantor without giving previous notice to Tenant or Guarantor, or without making any demand on either of competent jurisdiction located in Volusia County, Floridathem. Guarantor knowingly, voluntarily, and intentionally, waives the right he may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty. Guarantor(s) agree(s) to promptly notify require Landlord of any change in place of residence and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#to:
Appears in 1 contract
Samples: Office Lease (Stan Lee Media Inc)
GUARANTY OF LEASE. For valuable considerationTHIS GUARANTY OF LEASE (this “Guaranty”) is made as of June 1, 2010 by HealthSouth Corporation, a Delaware corporation (“Guarantor”), in favor of LVRH Properties LLC, a Nevada limited-liability company (“Landlord”). FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is are hereby acknowledged, Guarantor hereby unconditionally and to induce MGM Real Estate Group Inc.irrevocably guarantees the full and faithful performance by HealthSouth Rehabilitation Hospital of Desert Canyon, LLC, a Florida corporation Delaware limited liability company (herein referred to as “Landlord”) to enter into Commercial Lease with The Early Learning Coalition of Flagler and Volusia Counties, Inc . (the “Tenant"), of all the terms, covenants and conditions of that certain Lease Agreement, dated January 30, 2006, between Landlord and Las Vegas Rehabilitation Hospital LLC, a Nevada limited liability company (“LVRH”), pursuant to a Commercial as amended by that certain Lease agreement on the premises located at 000 Xxxxxxxxx XxxxxxAssignment and Amendment, Xxxxxxx Xxxxxdated as of June 1, Xxxxxxx 000002010, that the among Landlord, LVRH and Tenant has executed simultaneous herewith (collectively, the “Lease”). This Guaranty shall remain in full force and effect regardless of any amendment, modification, extension, compromise or release of any term, covenant or condition of the Lease or of any party thereto, as the case may be. The undersigned (the “Guarantor”), having a direct financial interest in the Tenant, guarantees agrees to indemnify Landlord the full and prompt payment of rent against any and all other sums liability, loss, costs, charges, penalties, obligations, expenses, attorney fees, litigation, judgments, damages, claims and demands of any kind whatsoever in connection with, arising out of or by reason of the failure by Tenant to perform its obligations under the Lease. Guarantor waives any right or claim of rights to cause a marshalling of Tenant’s assets or to proceed against Guarantor or Tenant or any security for the Lease or this Guaranty in any particular order and Guarantor agrees that any payments or performance required to be paid by Tenant made hereunder shall become due upon demand in accordance with the terms hereof immediately upon the happening of a default under the leaseLease, whether or not Guarantor has been given notice of such default, and the full Guarantor hereby expressly waives and faithful performance relinquishes all rights and remedies accorded by applicable law to guarantors, including, but not limited to, notice of all termsdemand, conditionsnotice of default, obligations and agreements any failure to pursue Tenant or its property, or any defense arising out of the tenant contained in the leaseabsence, impairment or loss of any right of reimbursement or subrogation. This is an unconditional guaranty. Upon default by Xxxxxx, The obligations of Guarantor hereunder are independent of the obligations of Tenant with respect to and, in the Lease shall apply to Guarantor as if Guarantor had been the original tenant on the Lease. Guarantor’s obligations pursuant to this guaranty shall be independent event of the obligation of the Tenant and any default hereunder, a separate action or actions may be brought and maintained prosecuted against Guarantor whether or not Tenant is joined therein or a separate action or actions is or are brought against the Tenant. Landlord’s rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any action or by any number of successive actions until and unless all obligations hereby guaranteed have been paid and fully performed. No delay on Landlord’s part in exercising any right, power or privilege under this Guaranty or any other document executed in connection herewith shall operate as a waiver of any such privilege, power or right. Guarantor agrees that any judgment rendered against Tenant for monies or performance due Landlord shall in every and all respects bind and be conclusive against Guarantor to pay the same extent as if Guarantor had appeared in any such proceedings and judgment therein had been rendered against Guarantor. Any circumstance which operates to toll any statute of limitations as to Tenant shall also toll the statute of limitations as to Guarantor. In the event any action is commenced by Landlord against Guarantor in connection with this Guaranty, including any bankruptcy proceeding, Landlord shall be entitled to its costs and expenses, including reasonable attorney fees and all other reasonable costs and expenses which may be incurred by Landlord in the enforcement of this guaranty. This Guaranty constitutes the entire agreement between Guarantor and Landlord and supercedes all prior written and oral agreements and understandings with respect to the subject matter hereof between Guarantor and Landlord. This Guaranty cannot be changed, modified or terminated orally. This guaranty 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 hereonfees. The obligations of the Guarantor hereunder shall be binding upon his successorsterms, representatives, estates covenants and assigns and conditions contained in this Guaranty shall inure to the benefit of the Landlord’s successors and assignsassigns of Landlord. Guarantor hereby authorizes LandlordIf any term, without notice covenant or demandcondition of this Guaranty, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all terms, covenants and conditions of this Guaranty, and all applications thereof, not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. In this Guaranty, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. This Guaranty shall be construed in accordance with its intent and without affecting Guarantor’s liability hereunder, regard to renew, comprise, extend, modify any presumption or otherwise change other rule requiring construction against the terms of party causing the Leasesame to be drafted. It is the intention of the parties that the The laws of the State of Florida Nevada shall govern the validity validity, construction, performance and effect of this Guaranty and the construction of its terms. any legal suit, action or proceeding against Guarantor agrees that the appropriate jurisdiction and venue for any and all suits and special proceedings arising out of or relating to this Guaranty shall be the appropriate instituted in any federal or state court of competent jurisdiction located in Volusia Cxxxx County, Florida. Guarantor knowingly, voluntarilyNevada, and intentionally, Guarantor waives the right he any objection which it may now or hereafter have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with this Guaranty. Guarantor(s) agree(s) to promptly notify Landlord the laying of venue of any change such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in place any suit, action or proceeding. Should Guarantor consist of residence more than one person or entity, then, in such event, all such persons and home telephone number. Guarantor’s current home address for purposes of receiving service of process in case Landlord is required to bring suit to enforce the Guaranty is: Name Home address , Home telephone number Cell number . SSN DL#entities shall be jointly and severally liable as Guarantor hereunder.
Appears in 1 contract
Samples: Lease Assignment and Amendment (Global Medical REIT Inc.)