GUARANTY OF LEASE. THIS GUARANTY OF LEASE is made as of the 25th day of July, 2016, by JFROG LTD., an Israeli Corporation (“Guarantor”), in favor of 270 E. Caribbean LLC (“Landlord”). In consideration of the sum of $10.00 paid by Landlord to the undersigned, and as an inducement to the execution of the Lease by Landlord, Guarantor, intending to be legally bound hereby (and hereby acknowledging that it has a material economic or other interest in Tenant and/or the operations of Tenant and shall therefore derive substantial benefit from Landlord’s and Xxxxxx’s entry into the Lease), absolutely and unconditionally, jointly and severally, guarantees the prompt, complete, and full and punctual payment, observance, and performance of all the terms, covenants, and conditions provided to be paid, kept, and performed by the tenant under that certain Lease (such lease, as amended, being herein referred to as the “Lease”), dated of even date herewith between Landlord and JFrog, Inc., a Delaware corporation, as Tenant (“Tenant”), covering certain premises located at 000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, and all renewals, amendments, expansions, and modifications of the Lease. Guarantor agrees that this Guaranty shall be binding upon Guarantor without any further notice of acceptance hereof, and that same shall be deemed to have been accepted by the execution of the Lease; and that immediately upon each and every default by Tenant under the Lease, Guarantor shall pay to Landlord the sum or sums in default and shall comply with and perform all the terms, covenants and conditions of the Lease that are binding upon Tenant pursuant to the Lease. Guarantor expressly waives (a) presentment for payment, demand, notice of demand and dishonor, protest, and notice of protest and nonpayment or nonperformance of the obligations; and (b) diligence in: (i) enforcing payment or performance of, or collecting, the obligations; (ii) exercising its rights or remedies under the Lease; or (iii) bringing suit against Tenant or any other party. Landlord shall be under no obligation: (a) to notify Guarantor of: (i) its acceptance of this Guaranty; or (ii) the failure of Tenant to timely pay or perform any of the obligations. To the full extent allowed by applicable law, Guarantor waives all defenses: (a) given to sureties or guarantors at law or in equity, other than the actual payment and performance of the obligations; and (b) based upon questions as to the validity, legality, or enforceability of the obligations. The payment by Guarantor of any amount pursuant to this Guaranty shall not in any way entitle Guarantor to any right, title or interest (whether by way of subrogation or otherwise) in and to: (a) any of the obligations; (b) any proceeds thereof; or (c) any security therefor. Guarantor unconditionally waives: (a) any claim or other right now existing or hereafter arising against Tenant or any other party that arises from, or by virtue of, the existence or performance of this Guaranty (including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or to payment); and (b) any right to participate or share in any right, remedy, or claim of Landlord. The obligation of the Guarantor is primary and independent of Tenant’s obligations under the Lease and may be enforced directly against the Guarantor independently of and without proceeding against the Tenant or exhausting or pursuing any remedy against Tenant or any other person or entity. This instrument may not be changed, modified, discharged, or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and the Landlord. The obligations of Guarantor under this Guaranty shall not be released or otherwise affected by reason of any sublease, assignment, or other transfer of the Tenant’s interest under the Lease, whether or not Landlord consents to such sublease, assignment, or other transfer. Any act of Landlord, or the successors or assigns of Landlord, consisting of a waiver of any of the terms or conditions of said Lease, or the giving of any consent to any matter or thing relating to said Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor and without releasing or modifying the obligations of Guarantor hereunder. No exercise or failure to exercise, by Landlord of any right or remedy under the Lease shall in any way affect any of the obligations of Guarantor hereunder or any of the Collateral or security furnished by Guarantor or give Guarantor any recourse against Landlord. The obligations of Guarantor hereunder shall not be released by Landlord’s receipt, application, or release of security given for the performance and observance of covenants and conditions in said Lease contained on Tenant’s part to be performed or observed, nor by any modification of such Lease; but in case of any such modification the liability of Guarantor, to the extent applicable, shall be deemed modified in accordance with the terms of any such modification of the Lease. Guarantor waives any defense or right arising by reason of any disability or lack of authority or power of Tenant and shall remain liable hereunder if Tenant or any other party shall not be liable under the Lease for any of such reasons. Until all the covenants and conditions in said Lease on Tenant’s part to be performed and observed are fully performed and observed, Guarantor (i) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor in satisfaction of the obligations of the Guarantor hereunder; (ii) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in satisfaction of the obligations of Guarantor hereunder; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to the Landlord under said Xxxxx. The liability of Guarantor hereunder shall not be diminished, released or otherwise affected or impaired in any respect by (i) any insolvency, bankruptcy, reorganization, receivership, or other debtor relief proceeding involving Tenant (collectively “proceeding for relief’); (ii) the impairment, limitation, or modification of the liability of Tenant or the estate of the Tenant in any proceeding for relief, or the impairment, limitation, or modification of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any law relating to bankruptcy, insolvency, or similar proceedings or other laws (including without limitation 11 U.S.C. § 502(b)(6)), or from the decision in any court; (iii) the rejection or disaffirmance of the Lease in any proceeding for relief; or (iv) the cessation or limitation from any cause whatsoever of any liability of Tenant. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by Tenant to Landlord under the Lease is avoided, rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy, reorganization, receivership, or other proceeding for relief involving Tenant, all as though such payment had not been made. This Guaranty is executed and delivered for the benefit of Landlord and its successors and assigns, and is and shall be binding upon Guarantor and its successors and assigns, but Guarantor may not assign its obligations hereunder. Guarantor agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord in successfully enforcing the terms of this Guaranty. This Guaranty shall be governed by and construed in accordance with the internal laws of the State of California, excluding any principles of conflicts of laws. For the purpose solely of litigating any dispute under this Guaranty, the undersigned submits to the jurisdiction of the courts of the State of California. WITNESS THE EXECUTION hereof this 25th day of July, 2016. GUARANTOR: JFROG LTD., an Israeli corporation By: Name: Xxxxxx Xxx Xxxx, Director TENANT’S FORM OF NON-DISCLOSURE AGREEMENT
Appears in 2 contracts
Samples: Lease (JFrog LTD), Lease Agreement (JFrog LTD)
GUARANTY OF LEASE. THIS GUARANTY OF LEASE is made 1. In order to induce M. RICHXXX XXXXXX, XXTHXX X. XXXXXX, XXNA XXXXXX xxx THELXX XXX XXXXX XXXTXXX xx tenants in common, doing business as of the 25th day of July, 2016, by JFROG LTD., an Israeli Corporation GIFFRA RANCH (“Guarantor”"Landlord"), in favor of 270 E. Caribbean LLC (“Landlord”). In consideration of the sum of $10.00 paid by Landlord to the undersigned, and as an inducement to the execution of the Lease by Landlord, Guarantor, intending to be legally bound hereby (and hereby acknowledging that it has enter into a material economic or other interest in Tenant and/or the operations of Tenant and shall therefore derive substantial benefit from Landlord’s and Xxxxxx’s entry into the Lease), absolutely and unconditionally, jointly and severally, guarantees the prompt, complete, and full and punctual payment, observance, and performance of all the terms, covenants, and conditions provided to be paid, kept, and performed by the tenant under that certain Triple Net Building Lease (such lease, as amended, being herein referred to as the “"Lease”), dated of even date herewith between Landlord and JFrog, Inc.") with MOLECULAR DYNAMICS, a Delaware corporation, as Tenant corporation (“"Tenant”"), covering certain premises located at 000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000Landlord being unwilling to enter such Lease without this further assurance of payment, and all renewals, amendments, expansions, and modifications in consideration of the Lease. Guarantor agrees that this Guaranty shall be binding upon Guarantor without any further notice of acceptance hereof, and that same shall be deemed to have been accepted by the Landlord's execution of the Lease; , the undersigned ("Guarantor") hereby unconditionally and that immediately upon each irrevocably guarantees and every default promises to pay, when due, whether at maturity, by acceleration, or otherwise, the indebtedness represented by the Lease (or as the same may be renewed, modified, or extended from time to time) whether for principal, interest or otherwise, and to perform all of the covenants on the part of Tenant to be performed under the Lease, Guarantor shall and to pay to Landlord the sum or sums in default any and shall comply with and perform all the terms, covenants and conditions of the Lease that are binding upon Tenant pursuant to the Lease. Guarantor expressly waives (a) presentment for payment, demand, notice of demand and dishonor, protest, and notice of protest and nonpayment or nonperformance of the obligations; and (b) diligence in: (i) enforcing payment or performance of, or collecting, the obligations; (ii) exercising its rights or remedies under the Lease; or (iii) bringing suit against Tenant or any other party. Landlord shall be under no obligation: (a) to notify Guarantor of: (i) its acceptance of this Guaranty; or (ii) the failure of Tenant to timely pay or perform any of the obligations. To the full extent allowed by applicable law, Guarantor waives all defenses: (a) given to sureties or guarantors at law or in equity, other than the actual payment and performance of the obligations; and (b) based upon questions as to the validity, legality, or enforceability of the obligations. The payment by Guarantor of any amount pursuant to this Guaranty shall not in any way entitle Guarantor to any right, title or interest (whether by way of subrogation or otherwise) in and to: (a) any of the obligations; (b) any proceeds thereof; or (c) any security therefor. Guarantor unconditionally waives: (a) any claim or other right now existing or hereafter arising against Tenant or any other party that arises from, or by virtue of, the existence or performance of this Guaranty (including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or to payment); and (b) any right to participate or share in any right, remedy, or claim of Landlord. The obligation of the Guarantor is primary and independent of Tenant’s obligations under the Lease and expenses which may be enforced directly against the Guarantor independently of and without proceeding against the Tenant incurred by Landxxxx xx collecting said indebtedness or exhausting or pursuing any remedy against Tenant or any other person or entity. This instrument may not be changed, modified, discharged, or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and the Landlord. The obligations of Guarantor under this Guaranty shall not be released or otherwise affected by reason of any sublease, assignment, or other transfer of the Tenant’s interest under the Lease, whether or not Landlord consents to such sublease, assignment, or other transfer. Any act of Landlord, or the successors or assigns of Landlord, consisting of a waiver of any of the terms or conditions of enforcing said Lease, or the giving of any consent to any matter or thing relating to said Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor and without releasing or modifying the obligations of Guarantor hereunder. No exercise or failure to exercise, by Landlord of any right or remedy under the Lease shall in any way affect any of the obligations of Guarantor hereunder or any of the Collateral or security furnished by Guarantor or give Guarantor any recourse against Landlordperformance.
2. The obligations of Guarantor hereunder shall not be released by Landlord’s receipt, application, or release of security given for the performance and observance of covenants and conditions in said Lease contained on Tenant’s part to be performed or observed, nor by any modification of such Lease; but in case of any such modification the liability of Guarantor, to the extent applicable, shall be deemed modified in accordance with the terms of any such modification of the Lease. Guarantor waives any defense or right arising by reason of any disability or lack of authority or power of Tenant and shall remain liable hereunder if Tenant or any other party shall not be liable under the Lease for any of such reasons. Until all the covenants and conditions in said Lease on Tenant’s part to be performed and observed are fully performed and observed, Guarantor (i) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor in satisfaction independent of the obligations of Tenant. Guarantor expressly and specifically agrees that a separate action or actions may be brought and prosecuted against Guarantor whether or not action is brought against Tenant and whether or not Tenant is joined in any action against Guarantor. If this Guaranty is signed by more than one Guarantor, each Guarantor shall be jointly and severally liable for the obligations set forth hereunder. A release of any one or more Guarantors or any limitation of this Guaranty in favor of or for the benefit of one or more Guarantors shall not in any way be deemed a release of or a limitation in favor of or for the benefit of any other Guarantor.
3. Guarantor authorizes Landlord, without notice or demand to Guarantor and without affecting its liability hereunder, (but subject to the terms of the Lease and/or with Tenant's consent) to: (i) change or extend the time, or manner, of payment of rent under the Lease; (ii) waives change any of the terms, covenants, conditions or provisions of the Lease; (iii) transfer or assign the Lease; and/or (iv) take and hold security for the payment or performance of the Lease, and exchange, enforce, waive and release any such security.
4. Guarantor hereby waives: (a) presentment, demand, protest, notice of protest, notice of dishonor and notice of non-payment and notice of acceptance of this Guaranty; (b) the right, if any, to the benefit of, or to direct the application of any security held by Landlord, until all the indebtedness, payment of which is hereby guaranteed, has been paid in full, any right to enforce any remedy which Guarantor now has or hereafter shall may have against Tenant, and any right to participate in any security now or hereafter held by Landlord; (c) the right to require Landlord to proceed against Tenant or to proceed against any security now or hereafter held by Landlord or to pursue any other remedy in Landlord's power; (d) any right of subrogation which Guarantor may have under California law to seek reimbursement from Tenant of any sums paid by Guarantor to Landlord pursuant to this Guaranty until Tenant has cured any monetary default to Landlord; (e) any right of Guarantor to claim as a defense, in an action brought by Landlord under the Guaranty, that Landxxxx'x xonduct has destroyed Guarantor's subrogation rights against Tenant; (f) any defense arising out of the absence, impairment or loss of any right or remedy of Guarantor against Tenant or against any security resulting from the exercise or election of any remedies by Landlord, and any defense arising by reason of any one disability or more payments other defense of Tenant or acts of performance in satisfaction by reason of the obligations cessation, from any cause, of Guarantor hereunderthe liability of Tenant; (g) the benefit of or right to assert any statute of limitations affecting their liability hereunder or the enforcement thereof to the extent permitted by law (any part payment by Tenant or other circumstances which operate to toll any statute of limitations as to Tenant shall also operate to toll the statute of limitations as to Guarantor); and (iiih) subordinates any liability or rights which Guarantor may have under California Civil Code Sections 2810, 2819, 2845, 2849, 2850, 2899 and 3433.
5. Any indebtedness of Tenant now or hereafter held by Guarantor is hereby subordinated to the obligations indebtedness of Tenant to Landlord; and any indebtedness of Tenant to Guarantor, if Landlord so requests, shall be collected, enforced and received by Guarantor as trustee for Landlord on account of the indebtedness of Tenant to Landlord under said Xxxxx. The without affecting the liability of Guarantor hereunder shall not be diminished, released or otherwise affected or impaired in any respect by (i) any insolvency, bankruptcy, reorganization, receivership, or other debtor relief proceeding involving Tenant (collectively “proceeding for relief’); (ii) the impairment, limitation, or modification of the liability of Tenant or the estate of the Tenant in any proceeding for relief, or the impairment, limitation, or modification of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any law relating to bankruptcy, insolvency, or similar proceedings or other laws (including without limitation 11 U.S.C. § 502(b)(6)), or from the decision in any court; (iii) the rejection or disaffirmance of the Lease in any proceeding for relief; or (iv) the cessation or limitation from any cause whatsoever of any liability of Tenant. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by Tenant to Landlord under the Lease is avoided, rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy, reorganization, receivership, or other proceeding for relief involving Tenant, all as though such payment had not been made. This Guaranty is executed and delivered for the benefit of Landlord and its successors and assigns, and is and shall be binding upon Guarantor and its successors and assigns, but Guarantor may not assign its obligations hereunder. Guarantor agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord in successfully enforcing the terms of this Guaranty. This Guaranty shall be governed by and construed in accordance with the internal laws of the State of California, excluding any principles of conflicts of laws. For the purpose solely of litigating any dispute under this Guaranty, the undersigned submits to the jurisdiction of the courts of the State of California. WITNESS THE EXECUTION hereof this 25th day of July, 2016. GUARANTOR: JFROG LTD., an Israeli corporation By: Name: Xxxxxx Xxx Xxxx, Director TENANT’S FORM OF NON-DISCLOSURE AGREEMENT
Appears in 1 contract
GUARANTY OF LEASE. THIS GUARANTY OF LEASE is made as of the 25th day of July, 2016, by JFROG LTD., an Israeli Corporation (“Guarantor”), FOR VALUE RECEIVED and in favor of 270 E. Caribbean LLC (“Landlord”). In consideration of the sum of $10.00 paid by Landlord to the undersigned, for and as an inducement to the execution of the Lease by BRCP SXXXXXXXX POINT, LLC, a Delaware limited liability company (“Landlord”) to lease certain real property to NOVARAY, Guarantor, intending to be legally bound hereby (and hereby acknowledging that it has a material economic or other interest in Tenant and/or the operations of Tenant and shall therefore derive substantial benefit from Landlord’s and Xxxxxx’s entry into the Lease), absolutely and unconditionally, jointly and severally, guarantees the prompt, complete, and full and punctual payment, observance, and performance of all the terms, covenants, and conditions provided to be paid, kept, and performed by the tenant under that certain Lease (such lease, as amended, being herein referred to as the “Lease”), dated of even date herewith between Landlord and JFrog, Inc.INC., a Delaware corporation, as Tenant tenant (“Tenant”), covering certain premises located at 000 Xxxx Xxxxxxxxx Xxxxxpursuant to a lease dated March 13, Xxxxxxxxx2008 (the “Lease”) by and between Landlord and Tenant, Xxxxxxxxxx 00000Guarantor, TRIPLE RING TECHNOLOGIES, INC., a California corporation (“Guarantor”) unconditionally and irrevocably guarantees to Landlord the punctual payment of all Rent (as such term is defined in the Lease) payable by Tenant under the Lease throughout the term of the Lease and any and all renewals, amendments, expansions, renewals and modifications extensions thereof in accordance with and subject to the provisions of the Lease. Guarantor agrees that this Guaranty shall be binding upon Guarantor without any further notice of acceptance hereof, and that same shall the full performance and observance of all other terms, covenants, conditions and agreements therein provided to be deemed to have been accepted performed and observed by Tenant under the execution terms of the Lease; , for which Guarantor shall be jointly and that immediately upon each and every severally liable with Tenant. If any default by on the part of Tenant shall occur under the Lease, Guarantor shall covenants and agrees to pay to Landlord the upon demand in each and every instance such sum or sums in default of money and to perform each and every covenant, condition and agreement under the Lease as Tenant is and shall comply become liable for or obligated to pay or perform under the Lease, together with the costs reasonably incurred by Landlord in connection therewith, including, without limitation, reasonable attorneys’ fees (collectively, the “Guaranteed Obligations”). Such payments of Rent and perform other sums shall be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any accelerations thereof, all without requiring any notice from Landlord (other than any notice required by the Lease) of such non-payment or non performance, all of which Guarantor hereby expressly waives. In the event that all of Tenant’s interest, rights and obligations under the Lease as to the entire Premises are assigned to and assumed by Guarantor in accordance with the terms of Article 17 of the Lease, or if Guarantor otherwise succeeds to and assumes all of the interest, rights and obligations of Tenant under the Lease with respect to the entire Premises on the terms set forth in the Lease and in accordance with the terms of Section 9(b) of the Landlord Consent to Sublease attached as Exhibit J to the Lease, then following the effective date of such assumption of the Lease by Guarantor, Landlord shall terminate this Guaranty by providing written notice to Tenant and Guarantor of such termination. The maintenance of any action or proceeding by Landlord to recover any sum or sums that may be or become due under the Lease and to secure the performance of any of the other terms, covenants and conditions of the Lease that are binding upon shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent default or defaults of Tenant pursuant to under the Lease. Guarantor expressly waives (a) presentment agrees that without affecting the liability of Guarantor under this Guaranty and without notice to Guarantor, time may be given by Landlord to Tenant for paymentpayment of Rent and such other sums and performance of said other terms, demandcovenants and conditions, notice or any of demand and dishonor, protestthem, and notice such time extended and indulgence granted, from time to time, or Tenant may be dispossessed or Landlord may avail itself of protest and nonpayment or nonperformance exercise any or all of the obligations; rights and (b) diligence in: (i) enforcing payment remedies against Tenant provided by law or performance ofby the Lease, and may proceed either against Tenant alone or jointly against Tenant and Guarantor or against Guarantor alone without first prosecuting or exhausting any remedy or claim against Tenant. Guarantor agrees to any subsequent change, modification or amendment of the Lease in any of its terms, covenants or conditions, or collectingin the Rent payable thereunder, or in the obligations; (ii) exercising its rights premises demised thereby, or remedies in the term thereof, and to any assignment or assignments of the Lease, and to any subletting or sublettings of the premises demised by the Lease, and to any renewals or extensions thereof, all of which may be made without notice to or consent of Guarantor and without in any manner releasing or relieving Guarantor from liability under this Guaranty. Notwithstanding the foregoing, Landlord shall provide notices of default to Guarantor in accordance with the terms of the Lease. In addition, in the event that Tenant is in monetary default under the Lease, Guarantor shall have the right to cure such monetary default in accordance with the terms of the Lease and Landlord shall accept such cure by Guarantor so long as Guarantor fully cures Tenant’s monetary default under the Lease within any notice and cure period set forth in the Lease and otherwise in accordance with the terms of the Lease; provided however, that in no event shall the foregoing be deemed to extend any cure period set forth in the Lease or (iii) bringing suit against Tenant to provide Guarantor with any additional cure period under the Lease or any other partyright to cure non-monetary defaults under the Lease. Any such sums received by Landlord from Guarantor to cure Tenant’s monetary default within the applicable cure period set forth in the Lease shall be received by Landlord on behalf of Tenant and shall be applied by Landlord to any sums past due under the Lease, in such order of priority as required under the Lease or, if the Lease is silent in such regard, then in such order of priority as Landlord deems appropriate. The receipt of such funds by Landlord shall in no manner be under no obligation: (a) deemed to notify Guarantor of: (i) its acceptance of this Guaranty; create a direct lease or (ii) sublease between Landlord and Guarantor. Notwithstanding anything to the failure of Tenant to timely pay or perform contrary set forth herein, any extension of the obligations. To Term of the full extent allowed by applicable lawLease beyond the Renewal Term set forth in Section 1 of Exhibit E of the Lease, Guarantor waives all defenses: (a) given to sureties or guarantors at law or in equity, and any expansion of the Premises other than the actual payment and performance addition of the obligationsRefusal Space in accordance with Section 2 of Exhibit E of the Lease shall not be binding on Guarantor as a part of the Guaranteed Obligations unless Guarantor consents in writing to such extension of the Term of this Lease or expansion of the Premises; and (b) provided that the foregoing limitation shall not apply to any exercise of the Renewal Option or Right of First Refusal in accordance with the terms of the Lease. Guarantor agrees that the bankruptcy of Tenant shall have no effect on the obligations of Guarantor hereunder. Guarantor agrees that in respect of any payments made by Guarantor hereunder, Guarantor shall not have any rights based upon questions on suretyship, subrogation or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant, unless and until all claims of Landlord under the validity, legality, or enforceability of the obligationsLease shall have been fully paid and satisfied. The payment by Guarantor of any amount pursuant hereby waives and agrees not to this Guaranty shall not in any way entitle Guarantor to any right, title or interest (whether by way of subrogation or otherwise) in and toassert: (a) any of the obligationsright to require Landlord to proceed against Tenant, or any other guarantor or person or to pursue any other security or remedy before proceeding against Guarantor; (b) any proceeds thereofdefense based on the validity or enforceability of the Lease; or (c) any security therefor. Guarantor unconditionally waives: (a) any claim right or other right now existing defense that may arise by reason of the incapacity, lack of authority, death or hereafter arising against disability of Tenant or any other party that arises fromperson; and (d) any right or defense arising by reason of the absence, impairment, modification, limitation, destruction or cessation (in bankruptcy, by an election of remedies, or by virtue of, otherwise) of the existence liability of Tenant of the subrogation rights of Guarantor or performance of this Guaranty (including, without limitation, any the right of subrogationGuarantor to proceed against Tenant for reimbursement. Guarantor waives any right, reimbursementstatutory, exonerationor otherwise, contribution, indemnificationfor itself to require or for Tenant to require Landlord to apply rents received toward the obligations of Guarantor under this Guaranty, or to paymentotherwise prioritize the receipt of rents as against the obligations of Guarantor under this Guaranty. Guarantor hereby waives and agrees not to assert (x) any right or defense based on the absence of any or all presentments, demands (including demands for performance), notices (including notices of any adverse change in the financial status of Tenant, notices of any other facts which increase the risk to Guarantor, notices of non-performance and notices of acceptance of this Guaranty) and protests of each and every kind; (y) the defense of any statute of limitations in any action under or related to this Guaranty or the Lease to the extent the time period of such statute of limitations would be shorter than that available to Tenant under the Lease; and (bz) any right or defense based on a lack of diligence or failure or delay by Landlord in enforcing its rights under this Guaranty or the Lease. Guarantor hereby waives and agrees not to participate assert or share in take advantage of any right, remedy, right to (i) exoneration if Landlord’s actions shall impair any security or claim collateral of Guarantor; (ii) any security or collateral held by Landlord; (iii) require Landlord to proceed against or exhaust any security or collateral before proceeding against Guarantor; and (iv) require Landlord to pursue any right or remedy for the benefit of Guarantor. The obligation Without limiting the generality of any of the covenants and agreements of Guarantor is primary set forth in this Guaranty, Guarantor hereby waives any and independent all benefits of the provisions of Sections 2809, 2810, 2819, 2822, 2845, 2848, 2849 and 2850 of the California Civil Code and any similar or analogous statutes of California or any jurisdiction. Until all the Tenant’s obligations under the Lease and may be enforced directly against the Guarantor independently of and without proceeding against the Tenant or exhausting or pursuing any remedy against Tenant or any other person or entity. This instrument may not be changed, modified, discharged, or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and the Landlord. The obligations of Guarantor under this Guaranty shall not be released or otherwise affected by reason of any sublease, assignment, or other transfer of the Tenant’s interest under the Lease, whether or not Landlord consents to such sublease, assignment, or other transfer. Any act of Landlord, or the successors or assigns of Landlord, consisting of a waiver of any of the terms or conditions of said Lease, or the giving of any consent to any matter or thing relating to said Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor and without releasing or modifying the obligations of Guarantor hereunder. No exercise or failure to exercise, by Landlord of any right or remedy under the Lease shall in any way affect any of the obligations of Guarantor hereunder or any of the Collateral or security furnished by Guarantor or give Guarantor any recourse against Landlord. The obligations of Guarantor hereunder shall not be released by Landlord’s receipt, application, or release of security given for the performance and observance of covenants and conditions in said Lease contained on Tenant’s part to be performed or observed, nor by any modification of such Lease; but in case of any such modification the liability of Guarantor, to the extent applicable, shall be deemed modified in accordance with the terms of any such modification of the Lease. Guarantor waives any defense or right arising by reason of any disability or lack of authority or power of Tenant and shall remain liable hereunder if Tenant or any other party shall not be liable under the Lease for any of such reasons. Until all the covenants and conditions in said Lease on Tenant’s part to be performed and observed are fully performed and observedperformed, Guarantor (ia) shall have no right of subrogation or reimbursement against the Tenant by reason of any payments or acts of performance by the Guarantor in satisfaction of the obligations of the Guarantor hereunder; under this Guaranty, (ii) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in satisfaction of the obligations of Guarantor hereunder; and (iiib) subordinates any liability or indebtedness of the Tenant now or hereafter held by Guarantor to the obligations of the Tenant under, arising out of or related to the Lease or Tenant’s use of the Premises; and (c) acknowledges that the actions of Landlord under said Xxxxxmay affect or eliminate any rights of subrogation or reimbursement of Guarantor as against Tenant without any liability or recourse against Landlord. Neither this Guaranty nor any of the provisions hereof can be modified, waived or terminated, except by a written instrument signed by Landlord. The liability provisions of this Guaranty shall apply to, bind and inure to the benefit of Guarantor hereunder and Landlord and their respective heirs, legal representatives, successors and assigns. As used herein, the term “Tenant” means the Tenant specifically named in the Lease and also any assignee or subtenant of said Lease and any successor to the interests of said Tenant, assignee or sublessee of such Lease or any part thereof, whether by assignment, sublease or otherwise including, without limitation, any trustee in bankruptcy and any bankruptcy estate of Tenant, Tenant’s assignee or sublessee. Guarantor, if there be more than one, shall be jointly and severally liable hereunder, and for purposes of such several liability the word “undersigned” wherever used herein shall be construed to refer to each of Guarantor parties separately, all in the same manner and with the same effect as if each of them had signed separate instruments, and this Guaranty shall not be diminished, released or otherwise affected revoked or impaired in as to any respect of such parties by (i) any insolvency, bankruptcy, reorganization, receivership, the death of another party or other debtor relief proceeding involving Tenant (collectively “proceeding for relief’); (ii) the impairment, limitation, by revocation or modification of the liability of Tenant or the estate of the Tenant in any proceeding for relief, or the impairment, limitation, or modification release of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation obligations hereunder of any law relating other party. If Landlord should retain counsel and/or institute any suit against Guarantor to bankruptcyenforce this Guaranty or any covenants or obligations hereunder, insolvencythen Guarantor shall pay to Landlord, or similar proceedings or other laws (including without limitation 11 U.S.C. § 502(b)(6)), or from the decision in any court; (iii) the rejection or disaffirmance of the Lease in any proceeding for relief; or (iv) the cessation or limitation from any cause whatsoever of any liability of Tenant. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by Tenant to Landlord under the Lease is avoided, rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy, reorganization, receivership, or other proceeding for relief involving Tenantdemand, all as though such payment had not been made. This Guaranty is executed and delivered for the benefit of Landlord and its successors and assigns, and is and shall be binding upon Guarantor and its successors and assigns, but Guarantor may not assign its obligations hereunder. Guarantor agrees to pay all costs and expenses, including reasonable attorneys’ fees, costs and expenses, including, without limitation, court costs, filing fees, recording costs, and all other costs and expenses incurred by Landlord in successfully enforcing the terms connection therewith (all of this Guarantywhich are referred to herein as “Enforcement Costs”), in addition to all other amounts due hereunder. This Guaranty shall be governed by construed and construed enforced in accordance with the internal laws of the State of California. Any legal action or proceeding with respect to this Guaranty and any action for enforcement of any judgment in respect thereof may be brought in the courts of California or the United States of America for the Northern District of California and by execution and delivery of this guaranty, excluding any principles of conflicts of laws. For Guarantor hereby accepts unconditionally the purpose solely of litigating any dispute under this Guaranty, the undersigned submits to the non-exclusive jurisdiction of the aforementioned courts and their respective appellate courts. Guarantor hereby irrevocably consents to the service of process out of any of these aforementioned courts in any such action or proceeding by the mailing of copies thereof by courier to Guarantor at the address provided below. Guarantor irrevocably waives any objection which it may now or hereafter have to the laying of venue in any of the State courts referred to above arising out of Californiaor in connection any action or proceeding on this Guaranty brought in any of the courts referred to above and further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding has been brought in an inconvenient forum. WITNESS THE EXECUTION hereof Guarantor hereby waives any right to trial by jury and further waives and agrees not to assert or take advantage of any defense based on the claim that any arbitration decision binding upon Landlord or Tenant is not binding on Guarantor. Any notice or other communication to be given to Landlord or Guarantor hereunder shall be in writing and sent in accordance with the notice provisions of the Lease. Notices to Landlord shall be delivered to Landlord’s address set forth in the Lease. Notices to Guarantor shall be addressed to Guarantor in accordance with the Lease. In the event Guarantor’s notice address as set forth above changes, Guarantor agrees to provide written notice to Landlord of such change in address. Capitalized terms not otherwise defined in this 25th day of July, 2016. GUARANTOR: JFROG LTDGuaranty shall have the meaning set forth in the Lease., an Israeli corporation By: Name: Xxxxxx Xxx Xxxx, Director TENANT’S FORM OF NON-DISCLOSURE AGREEMENT
Appears in 1 contract
Samples: Office Lease (NovaRay Medical, Inc.)
GUARANTY OF LEASE. THIS GUARANTY OF LEASE (the “Guaranty”) is made as of the 25th this day of July, 20162010, by JFROG LTD.HEARTWARE INTERNATIONAL, an Israeli Corporation INC. (the “Guarantor”), in having an address at 205 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, xx favor of 270 E. Caribbean LLC MCP EWE LLC, a Delaware limited liability company (the “LandlordLessor”). In consideration of the sum of $10.00 paid by Landlord to the undersigned, and as an inducement is executed pursuant to the execution of the Lease by Landlord, Guarantor, intending to be legally bound hereby (and hereby acknowledging that it has a material economic or other interest in Tenant and/or the operations of Tenant and shall therefore derive substantial benefit from Landlord’s and Xxxxxx’s entry into the Lease), absolutely and unconditionally, jointly and severally, guarantees the prompt, complete, and full and punctual payment, observance, and performance of all the terms, covenants, and conditions provided to be paid, kept, and performed by the tenant under that certain Lease (such lease, as amended, being herein referred to as the “Lease”), dated of even date herewith (the “Lease”) between Landlord Lessor and JFrogHEARTWARE, Inc.INC. (the “Lessee”) with respect to those certain Premises consisting of three (3) industrial warehouse/office facility buildings containing a total of approximately 130,952 square feet and known as Buildings “7A”, a Delaware corporation, “7B” and “7C” as Tenant more particularly described in the Lease (the “TenantPremises”), covering certain premises located at 000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000. In order to induce Lessor to execute the Lease, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor has guaranteed and hereby does guaranty the payment and performance of all renewalsliabilities, amendments, expansionsobligations, and modifications duties (including, without limitation, payment of rent) imposed upon Lessee under the terms of the Lease. , as if Guarantor agrees that this Guaranty shall be binding upon Guarantor without any further notice has executed the Lease as Lessee thereunder, irrespective of acceptance hereof, and that same shall be deemed to have been accepted by the execution expiration of the Lease; , or the insufficiency, invalidity, or unenforceability of any security interest which might have been, or be hereafter, given to Lessor to secure Lessee’s obligations contained in the Lease. This Guaranty is a guaranty of full payment and that immediately upon each performance and every not merely collection. Subject to the Guarantor Cure Period (as hereinafter defined), Guarantor hereby acknowledges, and waives notice of, acceptance of this Guaranty and all other notices in connection herewith or in connection with the liabilities, obligations, and duties guaranteed hereby, including, but not limited to, notices of default by Tenant or to Lessee under the Lease, Guarantor shall pay to Landlord the sum or sums in default and shall comply with and perform all the terms, covenants and conditions of the Lease that are binding upon Tenant pursuant to the Lease. Guarantor expressly waives (a) presentment demand for payment, demandprotest, notice of demand and dishonordiligence, protestpresentment, and notice of protest on the part of Lessor in the enforcement of any liability, obligation, or duty guaranteed hereby. Guarantor further waives, to the fullest extent permitted by law, all defenses given to sureties and nonpayment guarantors by statute, at law, or nonperformance in equity. Notwithstanding the foregoing or anything to the contrary contained in this Guaranty, prior to Lessor exercising any rights as against Guarantor, Lessor shall provide Guarantor with the same notice and opportunity to cure defaults by Lessee as are required to be provided to Lessee pursuant to the Lease, plus an additional period of ten (10) business days (the “Guarantor Cure Period”). Lessor shall provide to Guarantor a simultaneous copy of all notices of default sent to Lessee as a condition of the obligations; and commencement of such additional ten (b10) diligence in: (i) enforcing payment or performance of, or collecting, business days of the obligations; (ii) exercising its rights or remedies under the Lease; or (iii) bringing suit Guarantor Cure Period. Guarantor further agrees that Lessor shall not be first required to enforce against Tenant Lessee or any other partyperson any liability, obligation, or duty guaranteed hereby before seeking enforcement thereto against Guarantor (but which enforcement against Guarantor is subject to the Guarantor Cure Period). Landlord Suit may be brought and maintained against Guarantor by Lessor to enforce any liability, obligation, or duty guaranteed hereby without joinder of Lessee or any other person. The liability of Guarantor shall not be under no obligation: affected by any indulgence, compromise, settlement, or variation of terms which may be extended to Lessee by Lessor or agreed upon by Lessor and Lessee (a) to notify Guarantor of: (i) its acceptance of this Guaranty; except as hereinafter set forth), and shall not be impaired, modified, changed, released, or (ii) the failure of Tenant to timely pay limited in any manner whatsoever by any impairment, modification, change, release, or perform any limitation of the obligations. To liability of Lessee or its estate in bankruptcy, or of any remedy for the full extent allowed by applicable lawenforcement thereof, Guarantor waives all defenses: (a) given to sureties resulting from the operation of any present or guarantors at future provision of the National Bankruptcy Code, or any similar law or statute of the United States or any State thereof. Lessor and Lessee, without notice to, or consent by, Guarantor, may at any time or times enter into such extensions, amendments, assignments, subleases, or other covenants respecting the Lease as they may deem appropriate, including, but not limited to, an increase in equitythe rent due under the Lease or any other obligation thereunder; and Guarantor shall not be released thereby, other than but shall continue to be fully liable for the actual payment and performance of all liabilities, obligations, and duties of Lessee under the obligations; and (b) based upon questions Lease as to the validityso extended, legalityamended, assigned, subleased, or enforceability of the obligationsotherwise modified. The payment by Guarantor of any amount pursuant to Furthermore, Guarantor’s obligations and covenants under this Guaranty shall in no way be affected or impaired by reason of the happening from time to time of any of the following, whether or not in any way entitle Guarantor to any right, title has been notified thereof or interest (whether by way of subrogation or otherwise) in and toconsented thereto: (a) any invalidity, illegality or unenforceability of the obligationsLease, or any termination of the Lease for any reason whatsoever (including a Bankruptcy); (b) any proceeds thereofdefenses or rights of set-off or counterclaim of Lessee or Guarantor; or (c) any security therefor. Lessor’s waiver of the performance or observance by Lessee, Guarantor unconditionally waives: (a) any claim or other right now existing or hereafter arising against Tenant or any other party that arises fromof any covenant or condition contained in the Lease or this Guaranty; (d) the doing or the omission of any act referred to in the Lease or this Guaranty (including the giving of any consent referred to in the Lease or this Guaranty); (e) Lessor’s failure or delay to exercise any right or remedy available to Lessor or any action on the part of Lessor granting indulgence or extension in any form whatsoever; (f) the release of Lessee or Guarantor from the performance or observance of any covenant or condition contained in the Lease or this Guaranty by operation of law; or (g) any other matters whatsoever, whether or not similar to those specifically mentioned herein, other than the full performance of all obligations of Lessee under the Lease. This Guaranty is absolute, irrevocable, unconditional, and continuing in any event, and shall not terminate until the payment of all sums and the performance of all obligations evidenced by the Lease. No such payment by Guarantor pursuant to any provision of this Guaranty shall entitle Guarantor, by subrogation, indemnification or otherwise, to the rights of Lessor, to any payment by Lessee, or by virtue ofto any recovery from any property of Lessee, until after payment in full under this Guaranty. Guarantor waives any right Guarantor may now or hereafter have against Lessee (and/or any other guarantor of Lessee’s obligations under the existence or performance of Lease) with respect to this Guaranty (including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnificationindemnification or similar right, or to payment); and (b) any right to participate or share in any rightclaim, remedyright or remedy of Lessor against Lessee or any security which Lessor now or hereafter has with respect to the Lease), whether such right arises under an express or implied contract, by operation of law, or claim otherwise, until after payment in full under this Guaranty. Guarantor shall be deemed not to be a “creditor” (as defined in the National Bankruptcy Code) of Landlord. The obligation Lessee by reason of the existence of this Guaranty in the event that Lessee becomes a debtor in any proceeding under the National Bankruptcy Code. Should Lessor repay to Lessee or Guarantor, or be obligated by applicable law to repay to Lessee or Guarantor, any amounts previously paid, then this Guaranty shall be reinstated in the amount Lessor repays or is so obligated to repay. If all or any part of the Lease is rejected, disaffirmed or otherwise avoided pursuant to applicable law affecting creditors’ rights, then Guarantor is primary shall, and independent does hereby (without the necessity of Tenant’s any further agreement or act), assume all obligations and liabilities of Lessee under the Lease to the same extent as if Guarantor were originally named Lessee under the Lease and may there had been no such rejection, disaffirmance or avoidance. Guarantor shall upon Lessor’s request promptly confirm in writing such assumption. It is understood that other agreements similar to this Guaranty may, at Lessor’s sole opinion and discretion, be enforced directly against executed by other persons with respect to the Guarantor independently of and without proceeding against the Tenant or exhausting or pursuing any remedy against Tenant or any other person or entityLease. This instrument may not Guaranty shall be changed, modified, discharged, or terminated orally or in joint and several and cumulative of any manner other than by an agreement in writing signed by Guarantor such agreements and the Landlord. The obligations of Guarantor under this Guaranty shall not be released or otherwise affected by reason of any sublease, assignment, or other transfer of the Tenant’s interest under the Lease, whether or not Landlord consents to such sublease, assignment, or other transfer. Any act of Landlord, or the successors or assigns of Landlord, consisting of a waiver of any of the terms or conditions of said Lease, or the giving of any consent to any matter or thing relating to said Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor liabilities and without releasing or modifying the obligations of Guarantor hereunder. No exercise or failure to exercise, by Landlord of any right or remedy under the Lease shall in any way affect any of the obligations of Guarantor hereunder or any of the Collateral or security furnished by Guarantor or give Guarantor any recourse against Landlord. The obligations of Guarantor hereunder shall not in no event be released by Landlord’s receipt, application, affected or release of security given for the performance and observance of covenants and conditions in said Lease contained on Tenant’s part to be performed or observed, nor by any modification of such Lease; but in case of any such modification the liability of Guarantor, to the extent applicable, shall be deemed modified in accordance with the terms of any such modification of the Lease. Guarantor waives any defense or right arising diminished by reason of any disability such other agreements. Moreover, if Lessor obtains the signature of more than one guarantor in this Guaranty, or lack of authority obtains additional guaranty agreements, or power of Tenant and shall remain liable hereunder if Tenant or any other party shall not be liable under the Lease for any of such reasons. Until all the covenants and conditions in said Lease on Tenant’s part to be performed and observed are fully performed and observedboth, Guarantor agrees that Lessor, in Lessor’s sole discretion, may (i) shall have no right of subrogation bring suit against Tenant by reason of any payments or acts of performance by the Guarantor in satisfaction all guarantors of the obligations of the Guarantor hereunder; (ii) waives any right to enforce any remedy which Guarantor now Lease jointly and severally or hereafter shall have against Tenant by reason of any one or more payments of them, (ii) compound or acts of performance in satisfaction settle with any one or more of the obligations of Guarantor hereunder; guarantors for such considerations as Lessor may deem proper, and (iii) subordinates release any liability one or indebtedness more of Tenant now the guarantors from liability. Guarantor further agrees that no such action shall impair the rights of Lessor to enforce the Lease against any remaining guarantor or hereafter held by guarantors, including Guarantor (except to the obligations extent of Tenant a separate recovery by Lessor from any such remaining guarantor or guarantors). Guarantor agrees that if Lessor shall employ an attorney to the Landlord under said Xxxxx. The liability of Guarantor hereunder shall not be diminishedpresent, released or otherwise affected or impaired in any respect by (i) any insolvency, bankruptcy, reorganization, receivershipenforce, or other debtor relief proceeding involving Tenant (collectively “proceeding for relief’); (ii) the impairment, limitation, defend any or modification all of the liability of Tenant Lessor’s rights or the estate of the Tenant in any proceeding for relief, remedies hereunder or the impairment, limitation, or modification of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from Guarantor shall pay any reasonable attorneys’ fees incurred by Lessor in such connection, whether such fees are incurred before or at trial or on appeal. Notwithstanding the operation foregoing, in the event of any law relating to bankruptcy, insolvency, or similar proceedings or other laws (including without limitation 11 U.S.C. § 502(b)(6)), or from the decision in any court; (iii) the rejection or disaffirmance litigation between Lessor and Guarantor arising out of the Lease in any proceeding for relief; or (iv) this Guaranty, the cessation or limitation from any cause whatsoever of any liability of Tenant. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by Tenant to Landlord under the Lease is avoided, rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy, reorganization, receivership, or other proceeding for relief involving Tenant, all as though such payment had not been made. This Guaranty is executed and delivered for the benefit of Landlord and its successors and assigns, and is and prevailing party shall be binding upon Guarantor and entitled to recover its successors and assigns, but Guarantor may not assign its obligations hereunder. Guarantor agrees to pay all costs and expensesexpenses incurred in such litigation, including reasonable attorneys’ fees, incurred at all levels, including appeals. In the event the Lessor, or any successor owner of the Building, sells, conveys, or otherwise transfers the Premises or the Lease, this Guaranty shall not be abrogated thereby, and shall continue in full force and effect. Guarantor hereby agrees to execute any such document or certificate as may be reasonably requested by Landlord in successfully enforcing Lessor or any successor owner of the terms Building to confirm the foregoing and the continuing validity of this Guaranty. Any notice which Lessor may elect to send shall be binding upon Guarantor if mailed to Guarantor’s address set forth above or to the last address known to Lessor, by United States certified or registered mail, return receipt requested, or by Federal Express or other overnight courier, and shall be deemed conclusively delivered when same are either hand delivered, or three (3) business days after deposited in the U.S. mail, postage prepaid, certified, return receipt requested, or delivered by a nationally recognized courier for overnight delivery with such delivery charge being prepaid. A courtesy copy of all notices shall also be delivered to Akerman Senterfitt, One X.X. Xxxxx Xxxxxx, Xxxxx 0000, Xxxxx, Xxxxxxx 00000, Xxtention Xxxxx X. Xxxxx, Esq. (Ph# 305-374-5600) however Lessor’s failure to deliver any such courtesy copy shall not invalidate or otherwise impair the effectiveness of any notice given to Guarantor. Guarantor may, by notice to Lessor, designate a different address or addresses for notices. This Guaranty shall be governed by by, and construed in accordance with with, the internal laws of the State of CaliforniaFlorida. If any provision of this Guaranty should be held to be invalid or unenforceable, excluding the validity and enforceability of the remaining provisions of this Guaranty shall not be affected thereby. Guarantor hereby consents to the exercise of personal jurisdiction over Guarantor by any principles federal or local court in the jurisdiction in which the Premises is located. Guarantor appoints Mr. Xxxx Held, having an address at 205 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 (Xx# 508-739-0841), as Guarantor’s agent for receipt of conflicts service of lawsprocess on Guarantor’s behalf in connection with any suit, writ, attachment, execution or discovery or supplementary proceedings in connection with the enforcement of this Guaranty. For Service shall be effected by any means permitted by the purpose solely court in which any action is filed. Service shall be deemed effective upon receipt. Guarantor shall designate a change of litigating any dispute under address or agent by written notice given by certified mail, return receipt requested, at least ten (10) days before such change is to become effective. Guarantor represents and warrants that Lessor’s execution of the Lease is a material and direct economic benefit to Guarantor and constitutes good, valuable and sufficient consideration for Guarantor’s execution of this Guaranty, notwithstanding any future rejection or other termination of all or any part of the undersigned submits Lease. Guarantor represents and warrants that all financial statements and information regarding Guarantor that have been or will be delivered to Lessor are true, correct and complete as of the date they were or will be delivered to Lessor. Each individual signing this Guaranty warrants and represents that he or she is duly authorized to execute and deliver this Guaranty, and that, if Guarantor is a corporation, Guarantor is a duly organized corporation in good standing under the laws of the state of its incorporation, and has the power and authority to enter into this Guaranty, and that all corporate action requisite to authorize Guarantor to enter into this Guaranty has been duly taken. This Guaranty shall be binding upon Guarantor and Guarantor’s successors, heirs, executors, administrators, and assigns, and shall inure to the jurisdiction benefit of Lessor and Lessor’s successors, heirs, executors, administrators, and assigns. No principal, partner, member, officer, director, trustee or affiliate of Guarantor who is a natural person shall have any personal liability under any provision of this Guaranty. GUARANTOR AND BY ACCEPTANCE HEREOF, LESSOR, EACH HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LEASE OR THIS GUARANTY. EXECUTED as of the courts day and year first above written, to be effective as of the State date of Californiathe Lease. WITNESS THE EXECUTION hereof WITNESSES: GUARANTOR: HEARTWARE INTERNATIONAL, INC. /s/ By: / Name: /s/ Title: Address: 205 Xxxxxxx Xx., Xxxxxxxxxx, XX COMMONWEALTH OF MASSACHUETTS ) )ss: COUNTY OF MIDDLESEX ) The foregoing instrument was acknowledged before me this 25th day of July, 2016. GUARANTOR: JFROG LTD2010, by , as of HEARTWARE INTERNATIONAL, INC., an Israeli corporation By: a Delaware corporation, on behalf of said corporation. He is personally known to me or produced a Mass. Drivers license as identification. /s/ Print Name: Xxxxxx Xxx Xxxx, Director TENANT’S FORM OF NON-DISCLOSURE AGREEMENTNotary Public /s/ My commission expires: The undersigned (“Landlord”) hereby certifies that:
Appears in 1 contract
GUARANTY OF LEASE. THIS GUARANTY OF LEASE THE UNDERSIGNED, for a valuable consideration, the receipt whereof is made as of the 25th day of Julyhereby acknowledged, 2016, by JFROG LTD., an Israeli Corporation (“Guarantor”), and in favor of 270 E. Caribbean LLC (“Landlord”). In further consideration of the sum execution and delivery of $10.00 paid that certain lease, dated , 2005, by Landlord to and between Xxx X. Xxxxx, Trustee under indenture dated December 20, 1976 by and between Xxxxxxx Xxxxxxx and Xxxxxx Xxxxx, as Settlors and Xxx X. Xxxxx, as Trustee as Landlord, and Colonial Xxxxx X.X., a Virginia Limited Partnership, as Tenant, for premises having an address of 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxxxx, XX at the request of the undersigned, and as an inducement to the execution of the Lease by Landlordwhich request is hereby made, Guarantor, intending to be legally bound hereby (and hereby acknowledging that it has a material economic or other interest in Tenant and/or the operations of Tenant and shall therefore derive substantial benefit from Landlord’s and Xxxxxx’s entry into the Lease), absolutely and unconditionally, jointly and severally, guarantees severally unconditionally guarantee the prompt, complete, and full and punctual payment, observance, faithful payment by Tenant of all rent and performance by Tenant of all the other terms, covenantsconditions, and conditions provided to be paid, kept, and performed by the tenant under that certain Lease (such lease, as amended, being herein referred to as the “Lease”), dated of even date herewith between Landlord and JFrog, Inc., a Delaware corporation, as Tenant (“Tenant”), covering certain premises located at 000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, and all renewals, amendments, expansions, and modifications of the Lease. Guarantor agrees that this Guaranty shall be binding upon Guarantor without any further notice of acceptance hereof, and that same shall be deemed to have been accepted by the execution of the Lease; and that immediately upon each and every default by Tenant under the Lease, Guarantor shall pay to Landlord the sum or sums in default and shall comply with and perform all the termsagreements, covenants and conditions of the Lease that are binding upon Tenant pursuant to the Lease. Guarantor expressly waives (a) presentment for payment, demand, notice of demand and dishonor, protest, and notice of protest and nonpayment or nonperformance of the obligations; and (b) diligence in: (i) enforcing payment or performance of, or collecting, the obligations; (ii) exercising its rights or remedies under the Lease; or (iii) bringing suit against Tenant or any other party. Landlord shall be under no obligation: (a) to notify Guarantor of: (i) its acceptance of this Guaranty; or (ii) the failure of Tenant to timely pay or perform any of the obligations. To the full extent allowed by applicable law, Guarantor waives all defenses: (a) given to sureties or guarantors at law or in equity, other than the actual payment and performance of the obligations; and (b) based upon questions as to the validity, legality, or enforceability of the obligations. The payment by Guarantor of any amount pursuant to this Guaranty shall not in any way entitle Guarantor to any right, title or interest (whether by way of subrogation or otherwise) in and to: (a) any of the obligations; (b) any proceeds thereof; or (c) any security therefor. Guarantor unconditionally waives: (a) any claim or other right now existing or hereafter arising against Tenant or any other party that arises from, or by virtue of, the existence or performance of this Guaranty (including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or to payment); and (b) any right to participate or share in any right, remedy, or claim of Landlord. The obligation of the Guarantor is primary and independent of Tenant’s obligations under the Lease and may be enforced directly against the Guarantor independently of and without proceeding against the Tenant or exhausting or pursuing any remedy against Tenant or any other person or entity. This instrument may not be changed, modified, discharged, or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and the Landlord. The obligations of Guarantor under this Guaranty shall not be released or otherwise affected by reason of any sublease, assignment, or other transfer of the Tenant’s interest under the Lease, whether or not Landlord consents to such sublease, assignment, or other transfer. Any act of Landlord, or the successors or assigns of Landlord, consisting of a waiver of any of the terms or conditions of said Lease, or the giving of any consent to any matter or thing relating to said Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor and without releasing or modifying the obligations of Guarantor hereunder. No exercise or failure to exercise, by Landlord of any right or remedy under the Lease shall in any way affect any of the obligations of Guarantor hereunder or any of the Collateral or security furnished by Guarantor or give Guarantor any recourse against Landlord. The obligations of Guarantor hereunder shall not be released by Landlord’s receipt, application, or release of security given for the performance and observance of covenants and conditions in said Lease contained on Tenant’s part to be performed as provided in said lease; and the undersigned hereby covenants and agrees that, in the event of Tenant’s default or observeddefaults, nor the undersigned will, upon ten (10) days’ prior written notice from Landlord of Tenant’s default, at one time or from time to time, as the circumstances may require, perform and fulfill any and all agreements, covenants and obligations of Tenant in said lease contained, cure such defaults at their own cost and expense and pay to Landlord all damages which Landlord may sustain or have sustained by virtue thereof. THE UNDERSIGNED hereby waives exhausting of recourse against Tenant; waives the benefit of homestead exemption; and consents to any modification of such Lease; but in case this lease and to any assignment of this lease and to any such modification the liability of Guarantor, to the extent applicable, shall be deemed modified in accordance with the terms of any such modification sublease of the Lease. Guarantor waives any defense demised premises, in whole or right arising by reason of any disability or lack of authority or power of Tenant and shall remain liable hereunder if in part, that Tenant or any other party shall not be liable under the Lease for any of such reasons. Until all the covenants its assignees or sublessees may make, and conditions in said Lease on Tenant’s part to be performed and observed are fully performed and observed, Guarantor (i) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor in satisfaction of the obligations of the Guarantor hereunder; (ii) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in satisfaction of the obligations of Guarantor hereunder; and (iii) subordinates any agrees that its liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to the Landlord under said Xxxxx. The liability of Guarantor hereunder shall not be diminished, released or otherwise affected or impaired in any respect by (i) any insolvency, bankruptcy, reorganization, receivership, or other debtor relief proceeding involving Tenant (collectively “proceeding for relief’); (ii) the impairment, limitation, or modification of the liability of Tenant or the estate of the Tenant in any proceeding for relief, or the impairment, limitation, or modification of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any law relating to bankruptcy, insolvency, or similar proceedings or other laws (including without limitation 11 U.S.C. § 502(b)(6)), or from the decision in any court; (iii) the rejection or disaffirmance of the Lease in any proceeding for relief; or (iv) the cessation or limitation from any cause whatsoever of any liability of Tenantreleased thereby. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by Tenant to Landlord under the Lease is avoided, rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy, reorganization, receivership, or other proceeding for relief involving Tenant, all as though such payment had not been made. This Guaranty is executed and delivered for the benefit of Landlord and its successors and assigns, and is and guaranty shall be binding upon Guarantor and its successors and assigns, but Guarantor may not assign its obligations hereunder. Guarantor agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord in successfully enforcing the terms of this Guaranty. This Guaranty shall be governed by and construed in accordance with with, and governed by, the internal laws of the State Commonwealth of California, excluding any principles of conflicts of laws. For the purpose solely of litigating any dispute under this Guaranty, the undersigned submits to the jurisdiction of the courts of the State of California. WITNESS THE EXECUTION hereof this 25th day of July, 2016. GUARANTOR: JFROG LTDVirginia., an Israeli corporation By: Name: Xxxxxx Xxx Xxxx, Director TENANT’S FORM OF NON-DISCLOSURE AGREEMENT
Appears in 1 contract
GUARANTY OF LEASE. THIS GUARANTY OF LEASE The undersigned, Air Industries Group, a Nevada corporation, whose address is made as of the 25th day of July300 Xxxxx Xxxxxxx, 2016Xxxxx 000, by JFROG LTD.Happuage, an Israeli Corporation (“Guarantor”)New York, 11788, in favor of 270 E. Caribbean LLC (“Landlord”). In consideration of the sum of $10.00 paid by Landlord to the undersigned, and as an inducement to the execution leasing of the Lease by Landlord, Guarantor, intending to be legally bound hereby (and hereby acknowledging that it has a material economic or other interest leased premises described in Tenant and/or the operations of Tenant and shall therefore derive substantial benefit from Landlord’s and Xxxxxx’s entry into the Lease), absolutely and unconditionally, jointly and severally, guarantees the prompt, complete, and full and punctual payment, observance, and performance of all the terms, covenants, and conditions provided to be paid, kept, and performed by the tenant under that certain Lease (such lease, as amended, being herein hereinafter referred to as the “"Lease”"), dated of even date herewith __________, 2016 between GREEN DESK LLC, whose address is 20000 Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, XX 00000 as Landlord (hereinafter referred to as "Landlord"), and JFrogAIR REALTY GROUP LLC, Inc.whose address is 300 Xxxxx Xxxxxxx, a Delaware corporationXxxxx 000, Xxxxxxxx, Xxx Xxxx, 00000, as Tenant (“hereinafter referred to as "Tenant”"), covering certain premises located at 000 Xxxx Xxxxxxxxx Xxxxxdoes hereby covenant and agree as follows: The undersigned does hereby guarantee the full, Xxxxxxxxx, Xxxxxxxxxx 00000, faithful and timely payment and performance by Tenant of all renewals, amendments, expansions, and modifications of the Lease. Guarantor agrees that this Guaranty shall be binding upon Guarantor without any further notice of acceptance hereof, and that same shall be deemed to have been accepted by the execution of the Lease; and that immediately upon each and every default by Tenant under the Lease, Guarantor shall pay to Landlord the sum or sums in default and shall comply with and perform all the termspayments, covenants and conditions other obligations of the Lease that are binding upon Tenant under or pursuant to the Lease. Guarantor expressly If Tenant shall default at any time in the payment of any rent or any other sums, costs or charges whatsoever, or in the performance of any of the other covenants and obligations of Tenant, under or pursuant to the Lease, then the undersigned, at its expense, shall on demand of Landlord fully and promptly, and well and truly, pay all rent, sums, costs and charges to be paid by Tenant, and perform all the other covenants and obligations to be performed by Tenant, under or pursuant to the Lease, and in addition shall on Landlord's demand pay to Landlord any and all sums due to Landlord, including (without limitation) all interest on past due obligations of Tenant, costs advanced by Landlord, and damages and all expenses (including attorneys' fees and litigation costs), that may arise in consequence of Tenant's default. The undersigned hereby waives (a) presentment for payment, demand, all requirements of notice of demand the acceptance of this Guaranty and dishonorall requirements of notice of breach or nonperformance by Tenant. The obligations of the undersigned hereunder are independent of the obligations of Tenant. A separate action or actions may, protestat Landlord's option, be brought and prosecuted against the undersigned, whether or not any action is first or subsequently brought against Tenant, or whether or not Tenant is joined in any such action, and notice the undersigned may be joined in any action or proceeding commenced by Landlord against Tenant arising out of, in connection with or based upon the Lease. The undersigned waives any right to require Landlord to proceed against Tenant or pursue any other remedy in Landlord's power whatsoever, any right to complain of protest delay in the enforcement of Landlord's rights under the Lease, and nonpayment any demand by Landlord and/or prior action by Landlord of any nature whatsoever against Tenant, or nonperformance of otherwise. This Guaranty shall remain and continue in full force and effect and shall not be discharged in whole or in part notwithstanding (whether prior or subsequent to the obligations; and (bexecution hereof) diligence in: (i) enforcing payment any alteration, renewal, extension, modification, amendment or performance assignment of, or collectingsubletting, the obligations; (ii) exercising its rights concession, franchising, licensing or remedies permitting under the Lease; or (iii) bringing suit against Tenant or any other party. Landlord shall be under no obligation: (a) to notify Guarantor of: (i) its acceptance The undersigned hereby waives notices of this Guaranty; or (ii) the failure of Tenant to timely pay or perform any of the obligations. To foregoing, and agrees that the full extent allowed by applicable law, Guarantor waives all defenses: (a) given to sureties or guarantors at law or in equity, other than the actual payment and performance liability of the obligations; and (b) undersigned hereunder shall be based upon questions the obligations of Tenant set forth in the Lease as to the validitysame may be altered, legalityrenewed, extended, modified, amended or enforceability assigned. For the purpose of this Guaranty and the obligations and liabilities of the obligations. The payment by Guarantor of undersigned hereunder, "Tenant" shall be deemed to include any amount pursuant to this Guaranty shall not and all concessionaires, licensees, franchisees, department operators, assignees, subtenants, permittees or others directly or indirectly operating or conducting a business in any way entitle Guarantor to any rightor from the Premises, title or interest (whether by way of subrogation or otherwise) in and to: (a) as fully as if any of the obligations; same were the named Tenant under the Lease. The undersigned's obligations hereunder shall remain fully binding although Landlord may have waived one or more defaults by Tenant, extended the time of performance by Tenant, released, returned or misapplied other collateral at any time given as security for Tenant's obligations (bincluding other guaranties) and/or released Tenant from the performance of its obligations under the Lease. This Guaranty shall remain in full force and effect notwithstanding the institution by or against Tenant, of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any proceeds thereof; nature, or (c) the disaffirmance of the Lease in any security thereforsuch proceedings or otherwise. Guarantor unconditionally waives: (a) any claim or other right now existing or hereafter arising against Tenant or If this Guaranty is signed by more than one party, their obligations shall be joint and several, and the release of one of such guarantors shall not release any other party of such guarantors. Neuter terms should also refer, where applicable, to the feminine gender and the masculine gender; the singular reference shall also include the plural of any word if the context so requires. This Guaranty shall be applicable to and binding upon the heirs, executors, administrators, representatives, successors and assigns of Landlord, Tenant and the undersigned. Landlord may, without notice, assign this Guaranty in whole or in part. In the event that arises from, Landlord should institute any suit against the undersigned for violation of or by virtue of, to enforce any of the existence covenants or performance conditions of this Guaranty or to enforce any right of Landlord hereunder, or should the undersigned institute any suit against Landlord arising out of or in connection with this Guaranty, or should either party institute a suit against the other for a declaration of rights hereunder, or should either party intervene in any suit in which the other is a party to enforce or protect its interest or rights hereunder, the prevailing party in any such suit shall be entitled to the fees of its attorney(s) in the reasonable amount thereof, to be determined by the court and taxed as a part of the costs therein. The execution of this Guaranty prior to execution of the Lease shall not invalidate this Guaranty or lessen the obligations of Guarantor(s) hereunder. Upon Landlord's written request, the undersigned shall promptly furnish Landlord (in any event, within twenty (20) days of request), from time to time, with financial statements (including, without limitation, any right operating statements including an annual profit and loss statement for the individual store unit covered by the Lease) reflecting the undersigned’s current financial condition, and written evidence of subrogation, reimbursement, exoneration, contribution, indemnification, or to payment); ownership of managing and (b) any right to participate or share controlling interests in the undersigned and in any rightentities which directly or indirectly control or manage the undersigned. The undersigned shall, remedy, or claim without charge and within twenty (20) days after any request of Landlord. The obligation , certify in writing to any person specified in such request, as to the existence, amendment, validity of this Guaranty, the Guarantor is primary and independent existence of Tenant’s obligations any default or counterclaim hereunder or under the Lease and any other matter reasonably requested. Any such certificate may be enforced directly against relied upon by any party requesting it and by any person to whom the Guarantor independently of and without proceeding against the Tenant or exhausting or pursuing any remedy against Tenant or any other person or entity. This instrument may not be changed, modified, discharged, or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and the Landlord. The obligations of Guarantor under this Guaranty shall not be released or otherwise affected by reason of any sublease, assignment, or other transfer of the Tenant’s interest under the Lease, whether or not Landlord consents to such sublease, assignment, or other transfer. Any act of Landlord, or the successors or assigns of Landlord, consisting of a waiver of any of the terms or conditions of said Lease, or the giving of any consent to any matter or thing relating to said Lease, or the granting of any indulgences or extensions of time to Tenant, same may be done without notice to Guarantor and without releasing or modifying the obligations of Guarantor hereunder. No exercise or failure to exercise, by Landlord of any right or remedy under the Lease shall in any way affect any of the obligations of Guarantor hereunder or any of the Collateral or security furnished by Guarantor or give Guarantor any recourse against Landlord. The obligations of Guarantor hereunder shall not be released by Landlord’s receipt, application, or release of security given for the performance and observance of covenants and conditions in said Lease contained on Tenant’s part to be performed or observed, nor by any modification of such Lease; but in case of any such modification the liability of Guarantor, to the extent applicable, shall be deemed modified in accordance with the terms of any such modification of the Lease. Guarantor waives any defense or right arising by reason of any disability or lack of authority or power of Tenant and shall remain liable hereunder if Tenant or any other party shall not be liable under the Lease for any of such reasons. Until all the covenants and conditions in said Lease on Tenant’s part to be performed and observed are fully performed and observed, Guarantor (i) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor in satisfaction of the obligations of the Guarantor hereunder; (ii) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in satisfaction of the obligations of Guarantor hereunder; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to the Landlord under said Xxxxx. The liability of Guarantor hereunder shall not be diminished, released or otherwise affected or impaired in any respect by (i) any insolvency, bankruptcy, reorganization, receivership, or other debtor relief proceeding involving Tenant (collectively “proceeding for relief’); (ii) the impairment, limitation, or modification of the liability of Tenant or the estate of the Tenant in any proceeding for relief, or the impairment, limitation, or modification of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any law relating to bankruptcy, insolvency, or similar proceedings or other laws (including without limitation 11 U.S.C. § 502(b)(6)), or from the decision in any court; (iii) the rejection or disaffirmance of the Lease in any proceeding for relief; or (iv) the cessation or limitation from any cause whatsoever of any liability of Tenant. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by Tenant to Landlord under the Lease is avoided, rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy, reorganization, receivership, or other proceeding for relief involving Tenant, all as though such payment had not been madeexhibited. This Guaranty is executed and delivered for the benefit of Landlord and its successors and assignsmade pursuant to, and is and shall be binding upon Guarantor interpreted and its successors and assigns, but Guarantor may not assign its obligations hereunder. Guarantor agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord in successfully enforcing the terms of this Guaranty. This Guaranty shall be governed by and construed applied in accordance with with, the internal laws of the State of California, excluding any principles of conflicts of laws. For the purpose solely of litigating any dispute under this Guaranty, the undersigned submits to the jurisdiction of the courts of the State of California. WITNESS THE EXECUTION hereof this 25th day of July, 2016. GUARANTOR: JFROG LTDMichigan., an Israeli corporation By: Name: Xxxxxx Xxx Xxxx, Director TENANT’S FORM OF NON-DISCLOSURE AGREEMENT
Appears in 1 contract
Samples: Real Estate Purchase and Sale Contract (Air Industries Group)
GUARANTY OF LEASE. THIS GUARANTY OF LEASE is made In consideration of, and as an inducement for the granting, execution and delivery of the foregoing Second Amended and Restated Lease Agreement, dated as of October 26, 2007 (as the 25th day of Julysame may be amended, 2016modified, by JFROG LTD.assigned, an Israeli Corporation (extended, supplemented, renewed, replaced and/or restated from time to time, collectively, the “GuarantorLease”), in favor of 270 E. Caribbean by 000 Xxxx Xxxxx Realty Co., LLC (“Landlord”) to B.J.K. Inc., d/b/a/ Chem Rx (“Tenant”). In , and in further consideration of the sum of One ($10.00 1.00) Dollar and other good and valuable consideration paid by Landlord to the undersigned, the receipt and as sufficiency of which are hereby acknowledged, the undersigned Chem Rx Corporation, a Delaware corporation having an inducement address at 000 Xxxx Xxxxx, Xxxx Xxxxx, Xxx Xxxx 00000 (the “Guarantor”), hereby guaranties to the execution of the Lease by Landlord, Guarantorits successors and assigns, intending to be legally bound hereby the (a) full and hereby acknowledging that it has a material economic or other interest prompt payment of all (i) Rent (as defined in Tenant and/or the operations of Tenant and shall therefore derive substantial benefit from Landlord’s and Xxxxxx’s entry into the Lease), absolutely (ii) use and unconditionally, jointly and severally, guarantees occupancy charges to which Landlord may be entitled by law or otherwise after the prompt, complete, and full and punctual payment, observance, and performance of all the terms, covenants, and conditions provided to be paid, kept, and performed by the tenant under that certain Lease (such lease, as amended, being herein referred to as the “Lease”), dated of even date herewith between Landlord and JFrog, Inc., a Delaware corporation, as Tenant (“Tenant”), covering certain premises located at 000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, and all renewals, amendments, expansions, and modifications of the Lease. Guarantor agrees that this Guaranty shall be binding upon Guarantor without any further notice of acceptance hereof, and that same shall be deemed to have been accepted by the execution of the Lease; and that immediately upon each and every default by Tenant under the Lease, Guarantor shall pay to Landlord the sum or sums in default and shall comply with and perform all the terms, covenants and conditions termination of the Lease that are binding upon Tenant pursuant to and during the Lease. Guarantor expressly waives (a) presentment for paymentcontinued occupancy by Tenant, demandits successors and assigns, notice of demand and dishonor, protest, and notice of protest and nonpayment or nonperformance of the obligations; and (b) diligence in: (i) enforcing payment or performance of, or collecting, the obligations; (ii) exercising its rights or remedies under the Lease; or (iii) bringing suit against Tenant or any other party. costs incurred by Landlord shall be under no obligation: (a) to notify Guarantor of: (i) its acceptance of this Guaranty; or (ii) the failure of Tenant to timely pay or perform any in seeking a termination of the obligations. To the full extent allowed by applicable law, Guarantor waives all defenses: (a) given to sureties or guarantors at law or in equity, other than the actual payment and performance of the obligations; and (b) based upon questions as to the validity, legality, or enforceability of the obligations. The payment by Guarantor of any amount pursuant to this Guaranty shall not in any way entitle Guarantor to any right, title or interest (whether by way of subrogation or otherwise) in and to: (a) any of the obligations; (b) any proceeds thereof; or (c) any security therefor. Guarantor unconditionally waives: (a) any claim or other right now existing or hereafter arising against Tenant or any other party that arises from, or by virtue of, the existence or performance of this Guaranty Lease (including, without limitation, through a final judgment by a court of competent jurisdiction) and all costs incurred by Landlord in recovering vacant possession of the Premises (as defined in the Lease) after Default (as defined in the Lease) by Tenant and/or by the enforcement of this Guaranty, including without limitation, reasonable attorneys’ fees and disbursements and (iv) damages, costs, expenses, claims or liabilities that may arise as a result of Tenant’s failure to pay for all costs of Tenant’s work or alterations, improvements or modifications to the Premises by or for Tenant (other than such costs which the Lease expressly provides will be paid for by Landlord, if any) or that may arise as a result of Tenant’s failure to pay for any right labor, materials or other costs for improvements performed by or for Tenant with respect to the Premises which costs if not paid for could give rise to lien against the Premises, except to the extent that the payment of subrogationsuch costs was required to be made by Landlord pursuant to the terms of the Lease, reimbursement, exoneration, contribution, indemnification, or to payment); and (b) any right full and timely performance and observance of all the covenants, terms, conditions and agreements in the Lease provided to participate or share in any rightbe performed and observed by Tenant, remedy, or claim of Landlord. The obligation of its successors and assigns (hereinafter such payment and performance obligations are collectively referred to as the “Obligations”); and the Guarantor is primary hereby covenants and independent of Tenant’s obligations under the Lease agrees to and may be enforced directly against the Guarantor independently of and without proceeding against the Tenant or exhausting or pursuing any remedy against Tenant or any other person or entity. This instrument may not be changed, modified, discharged, or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and the Landlord. The obligations of Guarantor under this Guaranty shall not be released or otherwise affected by reason of any sublease, assignment, or other transfer of the Tenant’s interest under the Lease, whether or not Landlord consents to such sublease, assignment, or other transfer. Any act of with Landlord, or the its successors and assigns, that if Default shall at any time be made by Tenant, its successors or assigns of Landlordassigns, consisting of a waiver of any of the terms or conditions of said Lease, or the giving of any consent to any matter or thing relating to said Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor and without releasing or modifying the obligations of Guarantor hereunder. No exercise or failure to exercise, by Landlord of any right or remedy under the Lease shall in any way affect any of the obligations of Guarantor hereunder or any of the Collateral or security furnished by Guarantor or give Guarantor any recourse against Landlord. The obligations of Guarantor hereunder shall not be released by Landlord’s receipt, application, or release of security given for the performance and observance of covenants and conditions in said Lease contained on Tenant’s part any the Obligations, including, without limitation, the obligation to be performed or observedpay Rent, nor by any modification of such Lease; but in case of any such modification the liability of Guarantor, to the extent applicable, shall be deemed modified in accordance with the terms of any such modification of the Lease. Guarantor waives any defense or right arising by reason of any disability or lack of authority or power of Tenant and shall remain liable hereunder if Tenant or any other party shall not be liable under the Lease for any of such reasons. Until all the covenants and conditions in said Lease on Tenant’s part to be performed and observed are fully performed and observed, Guarantor (i) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor in satisfaction of the obligations of the Guarantor hereunder; (ii) waives any right shall and will forthwith pay such Rent to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in satisfaction of the obligations of Guarantor hereunder; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to the Landlord under said Xxxxx. The liability of Guarantor hereunder shall not be diminishedLandlord, released or otherwise affected or impaired in any respect by (i) any insolvency, bankruptcy, reorganization, receivership, or other debtor relief proceeding involving Tenant (collectively “proceeding for relief’); (ii) the impairment, limitation, or modification of the liability of Tenant or the estate of the Tenant in any proceeding for relief, or the impairment, limitation, or modification of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any law relating to bankruptcy, insolvency, or similar proceedings or other laws (including without limitation 11 U.S.C. § 502(b)(6)), or from the decision in any court; (iii) the rejection or disaffirmance of the Lease in any proceeding for relief; or (iv) the cessation or limitation from any cause whatsoever of any liability of Tenant. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by Tenant to Landlord under the Lease is avoided, rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy, reorganization, receivership, or other proceeding for relief involving Tenant, all as though such payment had not been made. This Guaranty is executed and delivered for the benefit of Landlord and its successors and assigns, and is any arrears thereof, and shall be binding upon Guarantor and will forthwith faithfully perform and fulfill all of the other Obligations, and will forthwith pay to Landlord all damages that may arise in consequence of any Default by Tenant, its successors and or assigns, but Guarantor may not assign its obligations hereunder. Guarantor agrees to pay under the Lease, including, without limitation, all costs reasonable attorney’s fees and expenses, including reasonable attorneys’ fees, disbursements incurred by Landlord in successfully enforcing or caused by any such Default and/or by the terms enforcement of this Guaranty. This Guaranty shall be governed by and construed in accordance with the internal laws of the State of California, excluding any principles of conflicts of laws. For the purpose solely of litigating any dispute under (hereinafter referred to as “this Guaranty, ”). Terms printed with initial capital letters in this Guaranty and not otherwise defined shall have the undersigned submits respective meanings assigned to them in the jurisdiction of the courts of the State of California. WITNESS THE EXECUTION hereof this 25th day of July, 2016. GUARANTOR: JFROG LTDLease., an Israeli corporation By: Name: Xxxxxx Xxx Xxxx, Director TENANT’S FORM OF NON-DISCLOSURE AGREEMENT
Appears in 1 contract
GUARANTY OF LEASE. THIS GUARANTY FOR VALUE RECEIVED, and in consideration for THE HOMESTEAD OF LEASE is made as of MANHATTAN, L.C., a Kansas limited liability company having an address c/o The Homestead Company, L.C., 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxx 00000, Attention: Xx. Xxxx West ("Landlord") entering into the 25th day of Julyforegoing lease agreement (the "Lease") with INTEGRATED LIVING COMMUNITIES OF MANHATTAN, 2016, by JFROG LTDINC., a Delaware corporation having an Israeli Corporation office at 00000 Xxx Xxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000 (“Guarantor”"Tenant"), in favor of 270 E. Caribbean LLC (“Landlord”). In consideration of the sum of $10.00 paid by Landlord to the undersigned, INTEGRATED HEALTH SERVICES, INC. ("IHS") and as an inducement to the execution of the Lease by LandlordINTEGRATED LIVING COMMUNITIES, Guarantor, intending to be legally bound hereby INC. (and hereby acknowledging that it has a material economic or other interest in Tenant and/or the operations of Tenant and shall therefore derive substantial benefit from Landlord’s and Xxxxxx’s entry into the Lease"ILC"), absolutely each a Delaware corporation having an office at 00000 Xxx Xxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000 (jointly and unconditionallyseverally "Guarantor"), jointly and severallyseverally guarantee to Landlord, guarantees the prompt, complete, and payment in full and punctual payment, observance, and performance of all the terms, covenants, Annual Rent and conditions provided to be paid, kept, and performed by the tenant under that certain Lease Impositions (as such lease, as amended, being herein referred to as the “Lease”), dated of even date herewith between Landlord and JFrog, Inc., a Delaware corporation, as Tenant (“Tenant”), covering certain premises located at 000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, and all renewals, amendments, expansions, and modifications of capitalized terms are defined in the Lease. Guarantor agrees that this Guaranty shall be binding upon Guarantor without any further notice of acceptance hereof, and that same shall be deemed to have been accepted by the execution of the Lease; and that immediately upon each and every default by Tenant under the Lease, Guarantor shall pay to Landlord the sum or sums in default and shall comply with and perform all the terms, covenants and conditions of the Lease that are binding upon Tenant pursuant to the Lease. Guarantor expressly waives (a) presentment for payment, demand, notice of demand and dishonor, protest, and notice of protest and nonpayment or nonperformance of the obligations; and (b) diligence in: (i) enforcing payment or performance of, or collecting, the obligations; (ii) exercising its rights or remedies under the Lease; or (iii) bringing suit against Tenant or any other party. Landlord shall be under no obligation: (a) to notify Guarantor of: (i) its acceptance of this Guaranty; or (ii) the failure of Tenant to timely pay or perform any of the obligations. To the full extent allowed by applicable law, Guarantor waives all defenses: (a) given to sureties or guarantors at law or in equity, other than the actual payment and performance of the obligations; and (b) based upon questions as to the validity, legality, or enforceability of the obligations. The payment by Guarantor of any amount pursuant to this Guaranty shall not in any way entitle Guarantor to any right, title or interest (whether by way of subrogation or otherwise) in and to: (a) any of the obligations; (b) any proceeds thereof; or (c) any security therefor. Guarantor unconditionally waives: (a) any claim or other right now existing or hereafter arising against Tenant or any other party that arises from, or by virtue of, the existence or performance of this Guaranty (including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or to payment); and (b) any right to participate or share in any right, remedy, or claim of Landlord. The obligation of the Guarantor is primary and independent of Tenant’s obligations which accrues under the Lease and may be enforced directly against during the Guarantor independently of and without proceeding against Initial Term and/or the Tenant or exhausting or pursuing any remedy against Tenant or any other person or entity. This instrument may not be changed, modified, discharged, or terminated orally or Renewal Term (each as defined in any manner other than by an agreement in writing signed by Guarantor and the Landlord. The obligations of Guarantor under this Guaranty shall not be released or otherwise affected by reason of any sublease, assignment, or other transfer of the Tenant’s interest under the Lease, whether or not Landlord consents to such sublease, assignment, or other transfer. Any act of Landlord, or the successors or assigns of Landlord, consisting of a waiver of any of the terms or conditions of said Lease, or ) and remains due and owing after the giving of any consent requisite notice to any matter or thing relating to said Tenant and the expiration of all applicable grace periods under the Lease. Notwithstanding the foregoing, or IHS shall have no further liability under this guaranty once ILC, the granting sole shareholder of any indulgences or extensions of time to Tenant, may has achieved a net worth of not less than Fifty-five Million Dollars ($55,000,000), determined in accordance with generally accepted accounting principles, as shown on ILC's most recent financial statement, which shall be done without notice prepared and certified to by the chief financial officer of ILC. Guarantor and without releasing or modifying shall furnish to Landlord a copy of its Quarterly Report on Form 10-Q within thirty (30) days after the obligations end of Guarantor hereunder. No exercise or failure to exercise, by Landlord of any right or remedy under the Lease shall in any way affect any of the obligations of Guarantor hereunder or any of the Collateral or security furnished by Guarantor or give Guarantor any recourse against Landlord. The obligations of Guarantor hereunder shall not be released by Landlord’s receipt, application, or release of security given for the performance and observance of covenants and conditions in said Lease contained on Tenant’s part to be performed or observed, nor by any modification of such Lease; but in case of any such modification the liability each fiscal quarter of Guarantor, to and a copy of its Annual Report on Form 10-K within ninety (90) days after the extent applicable, shall be deemed modified in accordance with the terms close of any such modification each fiscal year of the Lease. Guarantor waives any defense or right arising by reason of any disability or lack of authority or power of Tenant and shall remain liable hereunder if Tenant or any other party shall not be liable under the Lease for any of such reasons. Until all the covenants and conditions in said Lease on Tenant’s part to be performed and observed are fully performed and observed, Guarantor (i) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor in satisfaction of the obligations of the Guarantor hereunder; (ii) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in satisfaction of the obligations of Guarantor hereunder; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to the Landlord under said XxxxxGuarantor. The liability of Guarantor hereunder foregoing shall not be diminished, only apply to ILC after IHS is released or otherwise affected or impaired in any respect by (i) any insolvency, bankruptcy, reorganization, receivership, or other debtor relief proceeding involving Tenant (collectively “proceeding for relief’); (ii) the impairment, limitation, or modification of the liability of Tenant or the estate of the Tenant in any proceeding for relief, or the impairment, limitation, or modification of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any law relating to bankruptcy, insolvency, or similar proceedings or other laws (including without limitation 11 U.S.C. § 502(b)(6)), or from the decision in any court; (iii) the rejection or disaffirmance of the Lease in any proceeding for relief; or (iv) the cessation or limitation from any cause whatsoever of any liability of Tenant. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by Tenant to Landlord under the Lease is avoided, rescinded or must otherwise be returned by Landlord upon the insolvency, bankruptcy, reorganization, receivership, or other proceeding for relief involving Tenant, all as though such payment had not been made. This Guaranty is executed and delivered for the benefit of Landlord and its successors and assigns, and is and shall be binding upon Guarantor and its successors and assigns, but Guarantor may not assign its obligations a guarantor hereunder. Guarantor agrees to pay all costs and expensesINTEGRATED HEALTH SERVICES, including reasonable attorneys’ fees, incurred by Landlord in successfully enforcing the terms of this GuarantyINC. This Guaranty shall be governed by and construed in accordance with the internal laws of the State of California, excluding any principles of conflicts of laws. For the purpose solely of litigating any dispute under this Guaranty, the undersigned submits to the jurisdiction of the courts of the State of California. WITNESS THE EXECUTION hereof this 25th day of July, 2016. GUARANTOR: JFROG LTD., an Israeli corporation By: :________________________________ Name: Xxxxxx Xxx XxxxTitle: INTEGRATED LIVING COMMUNITIES, Director TENANT’S FORM OF NON-DISCLOSURE AGREEMENTINC. By:________________________________ Name: Title:
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Samples: Lease Agreement (Integrated Living Communities Inc)