Reso 2005-787 - Laserfiche WebLink

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Landlord upon this Guaranry (it being understood that every indebtt:Llness, liabilit). and obligation of Tenant to Landlord UIlder or relating to the Lease shall conclusively be presumed to have been created, contracted or incurred in reliance upon this Guaranry); (b) demand of payment from any person indebted in any manner on or for any of ilie liabilities or .obligations hereby guaranteed; (c) presenL1tion for payment of any instnunent of Tenant or any other person. protest thereof and notice of its dishonor to any party thereto and to Guarantor; (d) defense of the statute of limitations in any action hereunder or for the collection of any indebtedness or the perfonnance of any obligation hereby guaranteed; (e) any defense arising by virtue of (i) the lack of authoriry of any party. or revocation hereof by any other party, or (ii) the failwe of Landlord to file or enforce a claim of any kind; (f) any defense based upon an election of remedies by landlord which destroys or otherwise impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against Tenant for reimbursement., or both; (g) any dury on the part of landlord to disclose to the Guarantor any facts which landlord may now or hereafter know about Tenant, regardless of whether Landlord has reason to believe that any such facts materially increase the risk beyond that which the Guarantor intends to assume or has reason to believe that such facts are Wlknown to the Guarantor or has a reasonable opporrunity to communicate such facts to the Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of lhe financial condition of the Tenant and of all circumstances bearing on the risk of non-payment of all obligations hereby guaranteed; (h) notice of acceleration and intent to accelerate; and (i) unenforceability of the Lease or any disability of the Tenant, or any cessation from any cause whatsoever of the liability of Tenant, including, without limitation, (a) any rejection or tennination of the Lease under Section 365 of the U.s. Bankruptcy Code, or (b) any reduction, diminution or limitation upon the discharge of the liability of Tenant under the Bankruptcy Code. 8. Each reference herein to the Landlord shall be deemed to include its successors and assigns, in whose favor the provisions of this Guaranty shall also inure. 'This Guaranty shall, Ylithout further consent of or notice to Guarantor, pass to and may be relied upon and enforced by any successor or assignee of Landlord. 9. lbis Guaranty shall be deemed to have been made, executed and delivered in Miami, Florida. This Guaranty shall be governed by and construed in accordance with the laws of the State of Florida. .10. Guarantor shall not., by reason of the performance of the terms and provisions of this Guaranty, succeed to or be subrogated to the rights and privileges of the Landlord against the Tenant or be deemed to be the successor or assign of the Landlord unless and until each and every indebtedness, liability and obligation of the Tenant to the Landlord in connecdoD with the Lease shall have been fully paid and discharged. 11. No delay on the part of the Landlord in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights. AJI of the rights, powers, and remedies Page 3 of7 -~ S~B