EXHIBIT 10.2
LANVISION SYSTEMS, INC.
Registrant's Guarantee of Lease agreement between LanVision, Inc. and The
Western and Southern Life Insurance Company dated July 30, 2004
GUARANTY OF LEASE
For and in consideration of the execution of a certain lease dated July
30, 2004 by and between The Western and Southern Life Insurance Company, an Ohio
corporation, as Landlord, and LanVision, Inc., an Ohio corporation, as Tenant
(the "Lease"), whereby certain space located in 10200 Alliance Road, in the
County of Xxxxxxxx and State of Ohio, is demised to Tenant upon the terms and
conditions contained in the Lease, and other good and valuable consideration,
the receipt, adequacy, and sufficiency of which are hereby acknowledged, the
undersigned, ("Guarantor"), hereby covenants and agrees as follows:
1. Guarantor hereby guarantees to Landlord, and Landlord's successors
and assigns, the prompt payment of rent and other sums of money and
the full performance of the covenants and agreements to be made and
performed by Tenant under the Lease. If Tenant shall at any time and
in any manner default in the payment of rent and other sums or
charges to be paid by Tenant under the Lease, and such default is
not fully cured within the applicable time period specified in the
Lease, then Guarantor shall, within five days of Landlord's written
request to Guarantor, (i) pay to Landlord all of said rent and other
charges, (ii) fully satisfy such covenants and agreements, and (iii)
pay to Landlord the amount of damages and expenses incurred by
Landlord by reason of such default to the extent that Tenant is
required under the Lease to pay such amount.
2. This Guaranty is absolute and unconditional and shall continue in
full force and effect without in any way being affected by (i) the
bankruptcy or insolvency of Tenant, its successors or assigns, (ii)
the lack of notice to Guarantor of any default by Tenant under the
Lease, (iii) modifications or amendments to the Lease, or (iv) the
disaffirmance or abandonment by any trustee, including any
bankruptcy trustee, or receiver of Tenant, its successors or
assigns.
3. The obligations of Guarantor hereunder shall in no way be affected
or impaired by Landlord's assertion of any rights against Tenant.
4. Guarantor does hereby expressly waive notice of non-payment,
non-performance or non-observance and proof, notice and demand of or
for the foregoing. Guarantor agrees that the validity of this
instrument and all obligations of Guarantor hereunder shall continue
as to any modification of the Lease and during any period that
Tenant shall occupy the Premises described in the Lease even if
beyond the term of said
80
Lease.
5. Guarantor shall be liable under this Guaranty notwithstanding the
assignment or transfer of the Lease or the subletting of the
Premises, by operation of law or otherwise, but only to the extent
that Tenant remains liable therefor.
6. Guarantor hereby submits to the jurisdiction of the courts of the
State of Ohio and hereby irrevocably appoints the following
individuals and firms as Guarantor's agents for the service of
process in any action arising hereunder: Tenant; any manager,
assistant manager or acting manager of the Premises; and (if Tenant
is a corporation, trustee or partnership) all agents of Tenant
authorized by law or otherwise to receive service of process upon
Tenant. Action may be brought in any county within the State of
Ohio. The foregoing shall not affect any right to serve process upon
Guarantor in any manner permitted by law.
7. This Guaranty may not be amended, modified, discharged or terminated
in any manner unless in writing signed by Landlord and Guarantor.
8. Anything contained herein or in the Lease to the contrary
notwithstanding, the liability of Guarantor hereunder shall be
primary and not secondary or as a guarantor. In any right, claim or
action that shall accrue to Landlord hereunder or under the Lease,
Landlord may, at its option, proceed against Guarantor regardless of
the action, if any, that Landlord has taken against Tenant. The
title of this instrument and use of the words "Guaranty,"
"Guarantor," and "guarantees" shall in no manner limit the primary
ability of Guarantor hereunder.
GUARANTOR:
Signed in the presence of:
LanVision Systems, Inc.
/s/ Xxxxxxx Xxxxxxx By: /s/ J. Xxxxx Xxxxx
------------------------- ----------------------
Its: President
Xxx Xxxx By: /s/ Xxxx X. Bridge, Jr.
----------------------
Its: Chief Financial Officer
STATE OF OHIO )
) ss:
COUNTY OF XXXXXXXX )
On this, the 30 day of July, 2004, before me, a Notary Public, the
undersigned officer, personally appeared Xxxx X. Bridge, Jr., who acknowledged
himself/herself to be the Chief
81
Financial officer of LanVision Systems, Inc., an Ohio corporation, and that
he/she, as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing on behalf of said
corporation as such officer.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Blue Ash, Ohio, this 30 day of July, 2004.
/s/ Xxxxxxx Xxxxxxx
--------------------
Notary Public
NOTARY SEAL
My Commission expires June 8, 2009
82
