Exhibit 10.5
GUARANTY
THIS GUARANTY, made this day of December, 1996, by Princeton Media
Group, Inc. ("Guarantor"); located at 00000 Xxxxxxxx Xxx, The Xxxxx Xxxx.,
Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx 00000.
WITNESSETH:
WHEREAS, Princeton Publishing, Inc., a New York Corporation ("Lessee"),
is about to enter into a lease of even date herewith (the "Lease"), among 00
Xxxx 00xx Xxxxxx Associates, as lessor ("Lessor"), and Lessee, as Lessee, of
certain premises in the building located at and known as 00 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx and more particularly described in the Lease; and
WHEREAS, Lessor is unwilling to enter into the Lease unless Guarantor
executes and delivers this Guaranty.
NOW, THEREFORE, in order to induce Lessor to enter into the Lease and for
$1.00 and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Guarantor agrees with Lessor as follows:
1. Guarantor unconditionally guarantees the due and punctual payment
by Lessee of all fixed rent, additional rent and other charges and the
performance and observance of all of the terms, covenants and conditions of
the Lease to be paid, performed and observed by Lessee during the term of the
Lease.
2. If, at any time during the term of the Lease, default shall be
made by Lessee in the payment of any fixed rent, additional rent or other
charges due under the Lease, Guarantor shall forthwith upon demand pay the
same, as the case may be, in the place and stead of Lessee.
3. Any act of Lessor, or the successors or assigns of Lessor,
consisting of a waiver of any of the terms or conditions of the Lease, or the
giving of any consent to any matter or thing relating to the Lease, or the
granting of any indulgences or extensions of time to Lessee, may be done
without notice to or consent from Guarantor, and without releasing any
obligations of Guarantor hereunder. Guarantor also waives notice of acceptance
of this Guaranty and notice of any default or defaults under the Lease by
Lessee.
4. The obligations of Guarantor hereunder shall not be released by
Lessor's receipt, application or release of any security given for the
payment, performance and observance of any covenant or condition in the Lease;
nor by any modification of the Lease, but in the case of any such modification
the liability of Guarantor shall be deemed modified in accordance with the
terms of any such modification.
5. The liability of Guarantor hereunder shall in no way be affected
by (a) the release or discharge of Lessee in any Creditor's, receivership,
bankruptcy or other proceedings, (b) the impairment, limitation or
modification of the liability of Lessee or its estate in bankruptcy, or of any
remedy for the enforcement of Lessee's liability under the Lease, resulting
from the operation of any present or feature provision of the U.S. Bankruptcy
Act or other statute or from the decision of any court; (c) the rejection or
disaffirmance of the Lease in any such proceedings, unless such rejection or
disaffirmance relates solely to a specific matter of performance or payment
which would be illegal, (d) the assignment or transfer of the Lease by Lessee,
unless the Assignee delivers to Landlord a guaranty in a form similar to this
Guaranty from a third party which in Landlord's reasonable judgment provides a
guaranty reasonably similar in value to that of Guarantor; or (c) any
disability or other defense of Lessee (other than a defense by or available to
Lessee under, by virtue of or pursuant to the Lease).
6. Until all the covenants and conditions in the Lease on Lessee's
part to be paid, performed and observed during the term of the Lease are fully
paid, performed and observed, Guarantor will subordinate any liability or
indebtedness of Lessee now or hereafter held by Guarantor to the obligations
of Lessee to Lessor under the Lease.
7. Lessor may, at its option, join Guarantor as a party in any
action, suit or proceeding commenced against Lessee for the non-payment of
fixed rent, additional rent or other charges. In any event, (a) judgment is
also taken or had against Lessee, and (b) this Guaranty may be enforced
against Guarantor without first proceeding against Lessee.
8. Guarantor agrees that if judgment shall be entered against
Guarantor in any action, suit or proceeding to enforce this Guaranty,
Guarantor will reimburse Lessor for all reasonable costs and expenses incurred
by Lessor in connection therewith, including, without limitation, reasonable
counsel fees.
9. Guarantor and Lessor each waive trial by jury of any and all
issues arising in any action, suit or proceeding tow hich Lessor and Guarantor
may be parties upon, under or connected with this Guaranty or any of its
provisions, directly or indirectly.
10. The obligations of Guarantor under this Guaranty shall be
absolute and unconditional, shall not be subject to any counterclaim, set-off,
deduction or defense based upon claim Guarantor may have against Lessor and
shall remain in full force and effect without regard to, and shall not be
released, discharged or terminated or in any other way affected by, any
circumstance or condition (whether or not Guarantor shall have any knowledge
or notice thereof), including, without limitation: (a) any amendment,
modification, extension or renewal of the Lease (except that the liability of
Guarantor hereunder shall be deemed to apply to the Lease as so amended,
modified, extended or renewed); (b) any exercise or non-exercise by Lessor of
any right, power or remedy under or in respect of the Lease, or any waiver,
consent, indulgence or other action, inaction or omission under or in respect
of the Lease; (c) a sale, sublease, surrender, forfeiture, re-entry, reletting
or other transfer in respect of the Lease or any or all of or any interest in
the building of which the demised premises are a part by Lessor or Lessee; (d)
any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding involving or affecting
Lessee or Lessor or their properties or creditors, or any action taken with
respect to the Lease, by any trustee or receiver of Lessor or Lessee, or by
any court, in any such proceeding; (e) any limitation on the liability or
obligations of Lessee under the Lease, or any invalidity or unenforceability,
in whole or in part, of any obligation of Lessee under the Lease or of any
term of the Lease; or (f) any transfer by Guarantor of any or all of the
capital stock of Lessee.
11. Guarantor at its expense will execute, acknowledge and deliver
all such instruments and take all such action as lessor from time to time may
reasonably request for the assuming to Lessor the full benefits intended to be
created by this Guaranty.
12. This Guaranty shall continue in full force and effect throughout
the Guaranty Period and thereafter so long as any obligation or liability of
Lessee provided for in the Lease shall remain unperformed or unsatisfied
(whether or not the Lease shall have terminated).
13. Any notice or other communication hereunder shall be in writing
and shall be deemed duly served if mailed by registered or certified mail in
any United States post office station or letter box, addressed if to Guarantor
to it at the address of Guarantor set forth herein or such other address as
Guarantor shall last designated by notice to Lessor, and addressed it to
Lessor to it at 00 Xxxx 00xx Xxxxxx, 0xx xxxxx, Xxx Xxxx, Xxx Xxxx 10010 or
such other address as Lessor shall have last designated by notice to
Guarantor.
14. This Guaranty shall inure to the benefit of and may be enforced
by Lessor, its successors or assigns, and shall be binding upon and be
enforceable against Guarantor and its successor and assigns.
15. This Guaranty may not be changed, modified, discharged or
terminated orally or in any manner other than by an agreement in writing
signed by Guarantor and Lessor, or their respective successors and assigns.
16. This Guaranty and any issues arising hereunder shall be governed
by the law of New York.
IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty on the day
and year first above written.
/s/ Xxxxx XxXxxxxx, Chairman
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 23 day of Jan., before me personally came Xxxxx XxXxxxxx, who
being by me duly sworn, did depose and say that he resides at New York, that
he is the Chairman of Princeton Media Group, Inc., the corporation described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation
and that he signed his name thereto by like order.
/s/
Notary Public
XXXXXX XXXXX
Notary Public, State of New York
No. 7589235
Qualified in Rockland County
Certified in New York County
Commission Expires June 30, 1998
