Reso 2005-787 - Laserfiche WebLink

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...~ j-'.......,,'-.:> '-IlUU:>C UldllUIWll ,Vie .oIUIIU:.s uLdlC \....,UWI:> dlJU UJC CIUJIU:.s rt:UCldl LUWl:>) i:l..S InCH desired exclusive forum. Without limiting the generality of the foregoing, each party further agrees that: (a) it hereby waives and agrees not to assert any and all claims and defenses it has or may have in the future to the effect that it is not subject 10 personal jurisdiqion in the State of Florida in any action, suit or proceeding brought in Florida in connection with this Guaranty; and (b) it hereby submits itself to the personal jwisdiction of the Florida State Courts and the Florida Federal Cowts for purposes of adjudicating any action, suit or proceeding brought in connection with this Guaranty. 19. This is a continuing Guaranty, is irrevocable, and this Guaranty shall remain in full force and effect with respect to any obligation of payment or performance under this Guaranty. In the event that any payment, or any part thereof, of any of the liabilities or obligations relating to the Lease is rescinded or must otherwise be restored or returned by Landlord upon the insolvency, bankruptcy or reorganization of Tenant, or otherwise, then this Guaranty shall be reinstated as though such payment had not been made. Any termination of this Guaranty and Guarantor's obligations hereunder shall only be effective if in writing and executed by both Landlord and Guarantor. 20. Guarantor hereby agrees that this instrument contains the entire agreement between the parties with respect to the subject matter hereof and there is and can be no other oral or v.rrltlen agreement or understanding whereby the provisions of this instrument have been or can be affected, varied, waived or modified in any manner unless the same be set forth in writing and signed by the Landlord, and then such waiver or modification shall be effective only in the specific instance and for the specific purpose for which given. 21. All references to monies herein, or the equivalent thereof, shall be deemed to mean lawful monies of the United States of America. 22. Any indebtedness of the Tenant to the Guarantor now or hereafter existing (including, but not limited, to any rights to subrogation the Guarantor may have as the result of any payment by the Guarantor under this Guaranty), together \\ith any interest thereon, shall be, and such indebtedness is hereby subordinated to the prior payment in full of any monies owing from the Tenant to the Landlord under the Lease. Following the occurrence of an event of default under the Lease, if the Guarantor ~hould receive any payment, satisfaction or security for any indebtedness of the Ten~t to the Guarantor, the Guarantor agrees to hold the same in trust for the Landlord for application on account of, or as security for the indebtedness of the Tenant to the Landlord. 23. In case anyone or more of the provisions of this Guaranty shall bt invalid, illegal, or unenforceable in any respect, the validity of the remaining provisions shall be in no way affected, prej udiced, or disturbed there by. 24. If under any applicable law or regulation or the interpretation thereof by any governmental authority charged with the administration thereof, Guarantor shall be required to make any withholding or deduction from any payment to be made by Guarantor to Landlord hereunder for EXHIBIT "D" Page 5 of7 -. -.--- -~- - - SIB