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Exhibit 10.18
GUARANTY OF LEASE
WHEREAS, Fullerton Business Center, LLC, a Delaware limited liability company,
hereinafter referred to as "Lessor", and Allied Med, Inc., an Oregon
Corporation, hereinafter referred to as "Lessee", is about to execute a document
entitled Standard Industrial/Commercial Multi-Tenant Lease - Gross, dated July
8, 2009 concerning the premises commonly known as 0000 X. Xxxxxx Xxxxxx, Xxxx
"X", Xxxxxxxxx, XX 00000, wherein Lessor will lease the premises to Lessee and
WHEREAS, Xxxx Xxxx, an individual, hereinafter referred to as "Guarantor" has a
financial interest in Lessee, and WHEREAS, Lessor would not execute the Lease if
Guarantor did not execute and deliver to Lessor this Guarantee of Lease.
NOW THEREFORE, for and in consideration of the execution of the foregoing Lease
by Lessor and as a material inducement to Lessor to execute said Lease.
Guarantor hereby jointly, severally, unconditionally and irrevocably guarantee
the prompt payment by Lessee of all rentals and all other sums payable by Lessee
under said Lease and the faithful and prompt performance by Lessee of each and
every one of the terms, conditions and covenants of said Lease to be kept and
performed by Lessee.
It is specifically agreed and understood that the terms of the foregoing Lease
may be altered, affected, modified or changed by agreement between Lessor and
Lessee, or by a course of conduct, and said Lease may be assigned by Lessor or
any assignee of Lessor without consent or notice to Guarantor and that this
Guaranty shall thereupon and thereafter guarantee the performance of said Lease
as no changed, modified, altered or assigned.
This Guaranty shall not be released, modified or affected by failure or delay on
the part of Lessor to enforce any of the rights or remedies of the Lessor under
said Lease, whether pursuant to the terms thereof or at law or in equity.
No notice of default need be given to Guarantor, it being specifically agreed
and understood that the guarantee of the undersigned is a continuing guarantee
under which Lessor may proceed forthwith and immediately against Lessee or
against Guarantor following any breach or default by Lessee or for the
enforcement of any rights which Lessor may have as against Lessee pursuant to or
under the terms of the within Lease or at law or in equity. .
Lessor shall have the right to proceed against Guarantor hereunder following any
breach or default by Lessee without first proceeding against Lessee and without
previous notice to or demand upon either Lessee or Guarantor.
Guarantor hereby waive (a) notice of acceptance of this Guaranty. (b) demand of
payment, presentation and protest, (c) all right to assert or plead any statute
of limitations as to or relating to this Guaranty and the Lease, (d) any right
to require the Lessor to proceed against the Lessee or any other Guarantor or
any other person or entity liable to Lessor, (e) any right to require Lessor to
apply to any default any security deposit or other security it may hold under
the Lease, (f) any right to require Lessor to proceed under any other remedy
Lessor may have before proceeding against Guarantor, (g) any right of
subrogation.
Guarantor do hereby subrogate all existing or future indebtedness of Lessee to
Guarantor to the obligations owed to Lessor under the Lease and this Guaranty.
Any married woman who signs this Guaranty expressly agrees that recourse may be
had against her separate property for all of her obligations hereunder.
The obligations of Lessee under the Lease to execute and deliver estoppel
statements and financial statements, as therein provided, shall be deemed to
also require the Guarantor hereunder to do and provide the same relative to
Guarantor.
The term "Lessor" whenever hereinabove used refers to and means the Lessor in
the foregoing Lease specifically named and also any assignee of said Lessor,
whether by outright assignment or by assignment for security, and also any
successor to the interest of said Lessor or of any assignee in such Lease or any
part thereof, whether by assignment or otherwise, So long as the Lessor's
interest in or to the leased premises or the rents, issues and profits
therefrom, or in, to or under said Lease, are subject to any mortgage or deed of
trust or assignment for security, no acquisition by Guarantor of the Lessor's
interest in the leased premises or under said lease shall affect the continuing
obligation of Guarantor under this Guaranty which shall nevertheless continue in
full force and effect for the benefit of the mortgagee, beneficiary, trustee or
assignee under such mortgage, deed of trust or assignment, of any purchase at
sale by judicial foreclosure or under private power of sale, and of the
successors and assigns of any such mortgagee, beneficiary, trustee, assignee or
purchaser.
The term "Lessee" whenever hereinabove used refers to and means the Lessee in
the foregoing Lease specifically named and also any assignee or sublessee of
said Lease and also any successor to the interests of said Lessee, assignee or
sublessee of such Lease or any part hereof, whether by assignment, sublease or
otherwise.
The undersigneds' total monetary liability under this Guaranty shall be for an
amount not to exceed $10,000.00.
In the event any action be brought by said Lessor against Guarantor hereunder to
enforce the obligation of Guarantor hereunder, the unsuccessful party in such
action shall pay to the prevailing party therein a reasonable attorney's fee
which shall be fixed by the court.
EXECUTED AT.________________________________
ADDRESS:______________________________________ :
EXECUTED AT:__________________________________: By: /s/ Xxxx Xxxx
ADDRESS:____________________________________
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