Reso 2005-787 - Laserfiche WebLink

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(excepting only income taxes of the United States of America and its political subdivisions), the amount due to Landlord from Guarantor in respect of such payment shall be increased to the extent necessary to ensure that after making such withholding or deduction, and any withhoJdings or deductions required to be made in respect of any such increase, Landlord shall receive an amount equal to the arnoWlt which the Landlord would have received had no such withholding or deduction been required to be made. In the event of any such withholding or deduction, Guarantor shall deliver to the Landlord, forthwith after receipt by Guarantor, the official receipt or other official documentation evidencing the payment of the amount so withheld or deducted. 25. Guarantor represents, warrants and covenants to Landlord that Guarantor is not subject to any bankruptcy, reorganization or insolvency proceedings, and none are ..pending, contemplated or threatened. 26. Guarantor agrees that so long as this Guaranty remains outstanding it shall not transfer, sell, exchange or dispose of any material amount of its assets except for full and fair present consideration. Guarantor acknowledges that it is fully familiar with the terms, provisions and conditions of the Lease and that its signature on this Guaranty shall also serve as its consent to and approval of the terms and provisions of the Lease. 27. Whenever the receipt of monies by Landlord is referred to or required under this Guaranty, actual receipt of such monies by the Landlord is required and receipt shall not be deemed to have occurred if Landlord is required to restore or return any monies so received. Nothing contained in this Guaranty shall impose any obligation on Landlord to take any affirmative action to collect any sums due under the Lease or any other docwnents executed in connection with the Lease. 28. Guarantor acknowledges that, but for Landlord's receipt of this Guaranty, Landlord would otherwise be unwilling to execute the Lease. Guarantor acknowledges that in the event of Tenant's default under the Lease, Landlord may, in its sole discretion, sue under this Guaranty without exercising any of its rights and remedies under or with respect to the Lease. Guarantor hereby expressly waiv~s any defense based upon the doctrine of "election of remedies." 29. THE GUARANTOR AND LANDLORD HEREBY KNOWlNGL Y, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION' WITH THIS GUARANTY OR ANY AGREEl'vIENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HERE'WITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MA TERIAL INDUCEMENT FOR THE LANDLORD ACCEPTING THIS GUARANTY AND ENTERING INTO THE LEASE. EXHIBIT "D" Page 6 of 7 S~B