EXHIBIT (6)(c)
AGREEMENT OF LEASE
This Lease dated as of December 1, 2000 is by and between the BRIARCLIFFE
FOUNDATION, INC., a not-for-profit corporation organized pursuant to the Laws of
New York State and having an address at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of
Nassau, State of New York, 11714 ["Landlord"] and SearchHelp, Inc., a New York
corporation having an address of ["Tenant"].
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W I T N E S S E T H :
WHEREAS, the LISTnet Incubator has been developed to provide space for
companies in various high technology fields to operate and to develop their
businesses during the "start-up" stage of development (i.e., a period not to
exceed three years) in a location where such companies can benefit from reduced
operating expenses and the opportunities that such companies can derive from
working in proximity with each other;
WHEREAS, Tenant meets the criteria and has been approved for participation
in the LISTnet Incubator project;
NOW, THEREFORE, in consideration of ten ($10.00) dollars and good and
valuable consideration, Landlord and Tenant hereby agree as follows:
1. GRANT
a) Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord; upon and subject to the terms and conditions contained
herein, the Premises (as hereinafter defined).
2. PREMISES
a) The Premises consist of approximately 593 square feet, commonly
known as Suite #12 (as set forth in the rendering annexed hereto
as Exhibit "A" and made a part hereof) plus 305 square feet of
allocated Common Area Space, located in the LISTnet Incubator at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ [the "Premises"].
b) Notwithstanding the allocation to Tenant (for rental calculation
purposes) of a specified square footage of the Common Area Space,
Tenant will have access to and usage of the entire Common Area of
the Incubator, subject to the rules, regulations and procedures
now or hereafter adopted by Landlord for the use thereof.
3. TERM
a) The terms of this Lease shall be one year, commencing December 1,
2000 and ending December 1, 2001, provided however in the event
that the Landlord determines in its sole discretion that the
Incubator project is abandoned or that an order is received from
a governmental agency to vacate the Premises, the ending date may
be accelerated to such date as determined to be reasonable by the
Landlord.
4. RENT
a) The rent payable hereunder is $12,984.00 per year, which sum
shall be payable in monthly installments of $1,082.00 on the
first day of each month during the term. Rent payable by Tenant
under this Lease shall be paid when due without prior demand
therefor, without any deductions or setoffs or counterclaims
whatsoever.
b) Tenant shall pay before delinquency all taxes, assessments,
license fees and public charges levied, assessed or imposed upon
its business operations, as well as upon its leasehold interest,
trade fixtures, furnishings, equipment, leasehold improvements
made by Tenant, alterations, changes and additions made by
Tenant, merchandise and personal property of any kind owned,
installed or used by Tenant in, on or upon the Premises. Tenant
shall be responsible for making any necessary returns for and
paying any other property taxes separately levied or assessed
against the improvements constructed by Tenant on the Premises.
5. INDEMNIFICATION AND HOLD HARMLESS
a) Tenant agrees to save Landlord harmless from, and indemnify
Landlord against, any and all injury, loss or damage and any and
all claims for injury, loss or damage, caused by, resulting from,
or claimed to have been caused by or to have resulted from (i)
the use, occupancy, or enjoyment of the Premises or (ii) any act,
omission or negligence of Tenant or anyone claiming under Tenant
(including, without limitation, employees, contractors, invitees,
successors and assigns or Tenant).
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6. INSURANCE
a) Throughout the term of this Lease, the Tenant shall, at its sole
cost and expense, provide and keep in force and effect, for the
benefit of the Landlord (Briarcliffe Foundation Inc.),
Briarcliffe College Inc., LISTnet Inc and Bethpage Realty, LLC:
i) Comprehensive general liability insurance in the amount of
$2,000,000 combined single limit. Such policy shall name the
Landlord and Briarcliffe College Inc. as an additional
insured and loss payee.
ii) Worker's Compensation Insurance and New York State
Disability Insurance in amounts required under NYS law.
b) All policies of insurance provided for in this Section shall be
issued in a form acceptable to Landlord by insurance companies
qualified to do business in the State of New York. Each such
policy shall be issued in the names of Landlord and Tenant and
any other parties in interest from time to time designated in
writing by notice from Landlord to Tenant. Said policies shall be
for the mutual and joint benefit and protection of Landlord and
Tenant and any such other parties in interest, and executed
copies of each such policy of insurance or a certificate thereof
shall be delivered to each of Landlord and any such other parties
in interest within ten (10) days after delivery of possession of
the Premises to Tenant and renewals or replacements thereof shall
be so delivered at least thirty (30) days prior to the expiration
of each such policy. All such policies of insurance shall contain
a provision that the company writing said policy will give to
Landlord and such other parties in interest at least ten (10)
days prior written of any cancellation, lapse, or reduction in
the amounts of insurance. All such policies shall contain a
provision that Landlord and any such other parties in interest,
although named as an insured, shall nevertheless be entitled to
recover under said policies for any loss occasioned to it, its
servants, agents and employees by reason of the negligence of
Tenant.
c) Tenant shall not do nor suffer to be done, nor keep nor suffer to
be kept, anything in, upon or about the Premises which could (i)
contravene Landlord's policies insuring against loss or damage by
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fire or other hazards, (ii) prevent Landlord from procuring such
policies from companies acceptable to Landlord (iii) cause an
increase in the insurance rates upon any portion of the Premises.
If Tenant violates any prohibition provided for in the first
sentence of this Section, Landlord may without notice to Tenant,
correct the same at Tenant's expense. Tenant shall pay to
Landlord as additional rent forthwith upon demand the amount of
any increase in premiums for insurance resulting from any
violation of the first sentence of this Section, even if Landlord
shall have consented to the doing of, or keeping of, anything on
the Premises which constituted such a violation (but the payment
of such additional rent shall not entitle Tenant to violate the
provisions of the first sentence of this paragraph.)
7. SECURITY
a) Tenant shall have deposit with Landlord a security deposit equal
to two (2) months' rent.
b) If Tenant pays the rent and performs all of its other obligations
under this Lease, Landlord will return the unused portion of the
security deposit within sixty (60) days after the end of the
term.
8. SERVICES
a) Landlord shall provide the following services to Tenant:
i) Ordinary and necessary water and electrical service;
ii) Air conditioning during normal working hours;
iii) Ordinary heat and sewage services;
iv) Janitorial services for office and Common Areas.
9. USE OF PREMISES
a) Tenant may only use the Premises for an office in accordance with
the terms hereof and the rules and regulations now or hereafter
adopted by Landlord for the Incubator.
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b) Tenant agrees to keep the Premises in good order and condition
during the term of this agreement.
3) Tenant covenants that the Premises shall constitute Tenant's
primary place of business.
4) Tenant shall use the Premises only in connection with Tenant's
business, as such business was described and presented to the
LISTnet Incubator Steering Committee, and for no other business
without Landlord's prior written consent.
5) Tenant acknowledges that an essential element of the success of
the LISTnet Incubator is the presence of other tenants engaged in
businesses related to Tenant's business, the potential business
opportunities that can result from synergy and cooperation among
tenants of the LISTnet Incubator, and the ability of the LISTnet
Incubator to conduct various programs of potential appeal to
multiple tenants. The participation of the tenants of the LISTnet
Incubator in such programs, and the interaction among such
tenants is therefore required, and Tenant covenants to engage in
such activities throughout the term of this Lease.
6) RIGHT OF ENTRY
a) Landlord or Landlord's agents shall have the right (but shall not
be obligated) to enter the Premises in any emergency at any time,
and, at other reasonable times, to examine the same and to make
such repairs, replacements and improvements as Landlord may deem
necessary and reasonably desirable to the Premises or to any
other portion of the Building or which Landlord may elect to
perform. Throughout the term hereof Landlord shall have the right
to enter the Premises at reasonable hours for the purpose of
showing the same to prospective purchasers or mortgagees of the
Building, and during the last six months of the term for the
purpose of showing the same to prospective tenants. If Tenant is
not present to open and permit an entry into the Premises,
Landlord or Landlord's agents may enter the same whenever such
entry may be necessary or permissible my master key or forcibly
and provided reasonable care is exercised to safeguard Tenant's
property, such entry shall not render Landlord or its agents
liable therefor, nor in any event shall the obligations of Tenant
hereunder be affected.
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b) Tenant agrees that Landlord may conduct construction work in the
immediate area surrounding the demised Premises. Landlord agrees
that it will exercise good faith efforts to conduct such
construction work so as not to unreasonably interfere with
Tenant.
7) NO ASSIGNMENT OR SUBLEASE
a) Due to the fact that the LISTnet Incubator is intended to benefit
specific types of companies in the developmental stages, and
because Tenant has been specifically approved for participation
in the LISTnet Incubator project, Tenant agrees that it cannot
assign this agreement or sublease the Premises nor any portion
thereof without Landlord's consent, which may be granted or
withheld in Landlord's sole discretion.
8) ALTERATIONS
a) Tenant may make no changes in or to the Premises of any nature
without Landlord's prior written consent. All fixtures and all
paneling, partitions, railings and like installations, installed
in the Premises at any time, either by Tenant or by Landlord on
Tenant's behalf, shall, upon installation, become the property of
Landlord and shall remain upon and be surrendered with the
Premises unless Landlord, by notice to Tenant no later than
twenty days prior to the date fixed as the termination of this
Lease, elects to relinquish Landlord's right thereto and to have
them removed by Tenant, in which event the same shall be removed
from the Premises by Tenant prior to the expiration of this Lease
at Tenant's expense. Upon removal of such installations as may be
required by Landlord, Tenant shall immediately and at its
expense, repair and restore the Premises to the condition
existing prior to installation and repair any damage to the
Premises or the Building due to such removal. All property
permitted or required to be removed by Tenant at the end of the
term remaining in the Premises after Tenant's removal shall be
deemed abandoned and may, at the election of Landlord, either be
retained as Landlord's property or may be removed from the
Premises by Landlord, at Tenant's expense.
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9) RULES AND REGULATIONS
a) Tenant agrees to adhere to and abide by any rules and regulations
that may be adopted or modified by the Landlord.
1. Tenant shall not install any signage; awnings or structure
of any kind whatsoever in the interior or exterior of the
Building without Landlord's written consent.
2. Tenant shall not connect any apparatus, equipment or device
to the water, plumbing, HVAC lines without first obtaining
the written consent of the Landlord.
3. Tenant shall not operate any electric powered machines or
equipment, except normal office equipments such as copiers,
calculators, personal computers, or dictating equipment,
without first obtaining the written consent of the Landlord.
4. Tenant shall not operate or permit to be operated any
musical or sound-producing device, which may be heard
outside of Tenant's Premises.
5. Tenant shall not bring or permit to be brought into the
Building any animals or birds.
6. No toxic or hazardous substances shall be used, stored or
brought into the Building by Tenant.
1. Tenant shall first obtain the approval of Landlord before
hiring any contractors or installation technicians rendering
any Building services including, but not limited to,
installation of telephones, electrical devices, fax
machines, and installation of any and every nature affecting
floors, ceilings, equipment or other physical portions or
services of the Building.
8. Tenant assumes all risk of damage to any and all articles
moved or installed, as well as all injury to any person or
property in such movement, and hereby agree to indemnify
Landlord against any loss resulting therefrom.
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9. Landlord shall not be responsible for any loss or stolen
property, equipment, money, jewelry from the leased Premises
or the public areas of the Building or grounds.
10. Landlord shall have the right to determine the maximum
weight and proper position of any heavy equipment, including
safes, large files, etc. that are to be placed in the
Building, and only those which, in the opinion of the
Landlord, will not do damage to the floors, structures or
elevators may be moved into the Building.
11. Tenant shall not allow any violation of fire or safety
regulations. Tenant agrees at its own expense to comply
with, and to indemnify and hold Landlord harmless with
respect to any violation of, all recommendations and
requirements with respect to the Premises, or its use or
occupancy, of the insurance underwriters or any similar
public or private body, and any governmental authority,
having jurisdiction over insurance rates with respect to the
use or occupancy of the Building.
12. Appliances including but not limited to refrigerators,
freezers, cooking equipment (microwaves) are not permitted
without first obtaining the written consent of the Landlord.
10. MECHANICS' LIENS
a) Tenant will not permit to be created or to remain undischarged
any lien, encumbrance or charge arising out of any work done or
materials or supplies furnished by any contractor, mechanic,
laborer or materialman by or for Tenant or any mortgage,
conditional sale, security agreement or chattel mortgage. If any
such lien shall be filed against the Building or any part
thereof, Tenant will cause the same to be discharged of record by
payment, deposit, bond, order of a court of competent
jurisdiction or otherwise within thirty (30) days after the
filing thereof. If Tenant shall fail to cause such lien or notice
of lien to be discharged within the period aforesaid, then, in
addition to any other right or remedy Landlord may, but shall not
be obligated to, discharge the same either by paying the amounts
claimed to be due or by procuring the discharge of such lien by
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deposit or by bonding proceedings and in any such event Landlord
shall be entitled, if Landlord so elects, to compel the
prosecution of an action for the foreclosure of such lien by the
lienor and to pay the amount of judgment in favor of the lienor
with the interest, costs and allowances. Any amount so paid by
Landlord and all costs and expenses, including attorney's fees,
incurred by Landlord in connection therewith, shall constitute
Additional Rent payable by Tenant under this Lease and shall be
paid by Tenant to Landlord on demand.
11. TERMINATION
a) This Lease shall be terminated by:
i) expiration of this agreement or
ii) revocation by the Landlord.
b) In the event this agreement is terminated and the Tenant fails to
vacate the Premises, the Tenant agrees to pay holdover rental in
the amount of $24 per square foot of the Premises and allocated
Common Area Space.
12. NOTICE
a) Any Notice hereunder must be in a signed writing and served by
certified mail, return receipt requested as follows:
i) Landlord:
a) Briarcliffe Foundation, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
b) Copy to: Meltzer, Lippe, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C.,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Att:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
ii) Tenant:
a) SearchHelp, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
b) Copy to:
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13. NO ENCUMBRANCES
a) Tenant agrees that it cannot mortgage nor encumber the Premises
nor any portion thereof.
14. DEFAULT
a) Failure of Tenant to pay rent by the 5th day of any month or to
otherwise adhere to the terms and conditions herein shall be
deemed an event of default.
b) Landlord's Remedies. If any Event of Default occurs, then and in
each such case, Landlord may treat the occurrence of such Event
of Default as a breach of this Lease, and in addition to any and
all other rights or remedies of Landlord in this Lease or by law
or in equity provided, Landlord shall have, in its option,
without further notice of demand of any kind to Tenant or any
other person:
(i) the right to terminate this Lease;
(ii) the right to bring suit for the collection of Rent, as it
accrues pursuant to the terms of this Lease, and damages
(including without limitation reasonable attorneys' fees and
the cost of renovating the Premises) without entering into
possession of the Premises or canceling this Lease;
(iii)the right to retake possession of the Premises from Tenant
by summary proceedings or otherwise, and it is agreed that
the commencement and prosecution of any action by Landlord
in forcible entry and detainer, ejectment or otherwise, or
any execution of any judgment or decree obtained in any
action to recover possession of the Premises, shall not be
construed as an election to terminate this Lease whether or
not such entry or reentry be had or taken under summary
proceedings or otherwise and shall not be deemed to have
absolved or discharged Tenant from any of its obligations or
liabilities for the remainder of the Term. Tenant shall,
notwithstanding any such entry or re-entry, continue to be
liable for the payment of Rent and performance of the
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covenants conditions and agreements by Tenant to be
performed set forth in this Lease, and Tenant shall pay all
monthly deficits in Rent after any such re-entry in monthly
installments as the amounts of such deficits from time to
time are ascertained. Nothing herein contained shall be
construed as obligating the Landlord to relet the whole or
any part of the Premises. In the event of any entry or
taking possession of the Premises as aforesaid, Landlord
shall have the right, but not the obligation, to remove
therefrom all or any part of the personal property located
therein and may place the same in storage at a public
warehouse at the expense and risk of the owner or owners
thereof.
15. APPLICABLE LAW
a) This agreement shall be construed in accordance with the laws of
New York State.
16. NO MODIFICATION
a) This Agreement may not be changed, amended or modified except in
a writing duly executed by all parties herein.
17. NO WAIVER
a) Failure of the Landlord to exercise a right or remedy to which it
is entitled to exercise pursuant to this agreement shall not be
deemed a waiver of its right to later exercise the right or
remedy.
18. ESTOPPEL CERTIFICATES
a) Within ten (10) days after Tenant takes possession of the
Premises, and from time to time thereafter within ten (10) days
after request in writing there for from Landlord, Tenant agrees
to execute and deliver to Landlord, or to such other addressee or
addressees as Landlord may designate (and any such addressee may
rely thereon), a statement in writing in a form and substance
prepared by Landlord, certifying (i) that this Lease is unamended
and in full force and effect (or identifying any amendments, (ii)
whether either party hereto is in default hereof (and specifying
any such default), (iii) the date(s) to which Rent has been paid,
and (iv) such other matters as Landlord shall reasonably request.
In the event that Tenant fails to provide such statement within
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ten (10) days after Tenant takes possession of the Premises and
from time to time thereafter within ten (10) days after
Landlord's written request therefor, Tenant does hereby
irrevocably appoint Landlord as attorney-in-fact of Tenant,
coupled with an interest, in Tenant's name, place and stead so to
do in each and every case.
19. SUBORDINATION
a) Tenant agrees that this Lease and the Tenant's interest herein
shall be subordinate to any mortgage, deed of trust, ground or
underlying lease, or any method of financing or refinancing now
or hereafter placed against the Premises and/or any or all of the
Building of which the Premises is a part and/or the land upon
which the Building is located; and to all renewals, increases,
modifications, replacements, consolidations and extensions
thereof. Upon request of Landlord, Tenant agrees to execute and
deliver any and all documents as Landlord shall request to
evidence such subordination as aforesaid.
20. DESTRUCTION
a) In the event of the destruction of the Building to such a degree
that Landlord shall elect to demolish or substantially renovate
or rehabilitate theBuilding, Landlord shall have the right to
terminate this Lease upon notice to Tenant.
21. BUILDING ALTERATIONS AND MANAGEMENT
a) Landlord shall have the right at anytime without the same
constituting an eviction and without incurring liability to
Tenant therefor to change the arrangement and/or location of
public entrances, passageways, doors, doorways, corridors,
elevators, stairs, toilets or other public parts of the Building
and to change the name, number or designation by which the
Building may be known. There shall be no allowance to Tenant for
dimmution of rental value and no liability on the part of
Landlord by reason of inconvenience, annoyance or injury to
business arising from Owner or other Tenants making any repairs
in the Building or any such alterations, additions and
improvements.
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Briarcliffe Foundation, Inc. SearchHelp, Inc.
(Landlord) (Tenant)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ SearchHelp, Inc.
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▇▇▇▇▇▇▇ ▇▇▇▇▇, Director
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GUARANTY
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Guaranty dated , 2001 given by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, residing at
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(the "Guarantor"), in favor of THE BRIARCLIFFE FOUNDATION, INC. a not-for profit
corporation having an office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
(the "Landlord"), which term shall include its legal representatives, successors
and assigns.
W I T N E S S E T H:
WHEREAS, SearchHelp, Inc. ("Tenant") which term shall include its legal
representatives, successors and assigns), has this day entered into a certain
lease with Landlord with respect to Premises (the "Premises") at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (said lease, as it may be amended from time to time,
herein called the "Lease"), the effectiveness of which is subject to the
execution by Guarantor of this Guaranty; and
WHEREAS, in order to induce the Landlord to execute the Lease, and in
consideration thereof, the Guarantor, as the parent company of the Tenant as
aforesaid, is willing to execute this Guaranty on the basis hereinafter set
forth.
NOW, THEREFORE, in consideration of the foregoing it is hereby agreed as
follows:
1. Guarantee of Obligations.
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(a) The Guarantor hereby absolutely, irrevocably and unconditionally
guarantees that (i) all sums of whatever character stated in the Lease to be
payable by the Tenant to the Landlord or any other party will be promptly paid
in full when due, whether upon default, by acceleration or otherwise, in
accordance with the provisions thereof, and (ii) Tenant will perform and observe
each other agreement, covenant, term and condition in the Lease to be performed
or observed by Tenant (collectively an "agreement"). This Guaranty is
unconditional and absolute, and if for any reason any such sum shall not be paid
promptly when due or any such agreement is not performed by Tenant, the
Guarantor will immediately pay such sum or perform such agreement to or for the
benefit of the person entitled thereto pursuant to the provisions of the Lease,
as may be applicable, as if such sum or agreement constituted the direct and
primary obligation of the Guarantor, regardless of any defenses or rights of
setoff or counterclaims which Tenant may have or assert, (including without
limitation the limitation on damage arising out of a rejection of the Lease by
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Tenant, or a trustee appointed for Tenant, in any subsequent bankruptcy case
codified at 11 U.S.C. ss.502 (b)(6), and regardless of whether any person shall
have taken any steps against Tenant or any other person to collect such sum or
enforce such agreement, and regardless of any other condition or contingency.
(b) All such agreements, covenants, terms and conditions to be
performed and observed, and all sums to be paid, as provided in Paragraph 1(a)
above, together with all costs incurred by Landlord in the collection of any
amounts due under, or in the enforcement of any of the terms of, the Lease,
including without limitation reasonable attorneys' fees, are hereinafter
sometimes called the "Obligations".
2. Term. The liability of the Guarantor shall continue until all
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Obligations have been paid or complied with in full.
3. Waiver. The Guarantor waives notice of acceptance of this Guaranty,
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notice of presentment, demand for payment or protest of any of the Tenant's
Obligations, and all defenses, offsets and counterclaims which the Tenant may at
any time have to any claim of Landlord with respect to the Obligations.
4. Amendments. Landlord and Tenant may without the consent of the
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Guarantor at any time and from time to time, (a) renew the Lease, or terminate
same prior to the end of the term thereof, (b) amend any provisions of the Lease
including any change in the financial terms therein or any change in the time or
manner of payment thereunder, (c) make any agreement for the extension, payment,
compounding, compromise, discharge or release of any provision of the Lease, or
(d) surrender, deal with or modify the form of, any security which Landlord may
at any time hold to secure the performance of any Obligation, and the guaranty
herein made by the Guarantor shall not be impaired or affected by any of the
foregoing.
5. No Release. Until such time as all of the Obligations have been paid
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and fulfilled to Landlord, the Guarantor shall not be released by any act or
thing which might, but for this paragraph, be deemed a legal or equitable
discharge of a guarantor or surety, or by reason of any waiver, extension,
modification, forbearance or delay or other act or omission of Landlord, or its
failure to proceed promptly or otherwise, or by reason of any further
obligations or agreement between the Tenant or any subsequent owner of the fee
interest in the Premises or the then holder of any mortgage relating to the
payment of any sum secured thereby, or by reason of any action taken or omitted
or circumstances which may or might vary the risk of or affect the rights of the
Guarantor, or by reason of any further dealings between Landlord or any
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subsequent owner of the Premises or mortgagee, their respective successors,
legal representatives or assigns, and Tenant, relating to the Lease or
otherwise, and the Guarantor hereby expressly waives and surrenders any defense
to its liability hereunder based upon any of the foregoing acts, omissions,
things, extensions, modifications, forbearance, delays, agreements or waivers,
or any of them, it being the purpose and intent of the parties hereto that the
obligations of the Guarantor hereunder are absolute and unconditional under any
and all circumstances.
6. Remedies. All remedies afforded to Landlord by reason of this Guaranty
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are separate and cumulative remedies, and no one of such remedies, whether or
not exercised by Landlord, shall be deemed to be an exclusion of any other
remedy available to Landlord either at the time same is exercised or thereafter
arising, and shall in no way limit or prejudice any other legal or equitable
remedies which Landlord may have pursuant to this Guaranty and/or the Lease. The
Guarantor hereby waives any and all legal requirements that Landlord institute
any action or proceeding at law or in equity against the Tenant or anyone else,
or exhaust its remedies against the Tenant, or anyone else, with respect to the
Lease, or with respect to any other security held by Landlord, as a condition
precedent to bringing any action or actions in the first instance against the
Guarantor upon this Guaranty. The Guarantor further covenants and agrees that in
the event Landlord is required to bring any proceedings against the Guarantor to
enforce the Obligations, the Guarantor shall reimburse Landlord for any and all
expenses incurred, including but not limited to reasonable attorney's fees
incurred in connection therewith.
7. Notices. Any notice or demand given or made under this Guaranty shall
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be given or made by mailing the same by certified or registered mail, return
receipt requested or by Federal Express or other recognized overnight courier,
to the party to whom the notice or demand is given or made at the address of
such party set forth in this Guaranty or such other address as such party may
hereafter designate by notice given as provided in this Paragraph "7". Copies of
any notice to Landlord shall also be sent to Meltzer, Lippe, ▇▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, Esq.
8. Severability. In the event any one or more of the provisions contained
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in this Guaranty shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability at
the option of Landlord shall not affect any other provision of this Guaranty,
but this Guaranty shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
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9. No Waiver. Failure to insist upon strict compliance with any of the
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terms, covenants or conditions of this Agreement shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment of such
right or power act as a waiver or relinquishment at any other time or times.
10. Miscellaneous. Captions herein are for convenience only and shall not
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affect the meaning or construction of this Guaranty. This Guaranty (a) shall be
binding upon the Guarantor, its legal representatives, successors and assigns,
and shall inure to the benefit of Landlord, its legal representatives,
successors and assigns, (b) may not be modified or amended except by an
instrument in writing duly executed by Landlord and the Guarantor, and (c) shall
be governed by the laws of the State of New York without regard to principles of
conflicts of laws.
11. Joint and Several. The liability of each person comprising Guarantor
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(if more than one) shall be joint and several.
IN WITNESS WHEREOF, the Guarantor has executed as of this Guaranty as of
the date first above written.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
STATE OF NEW YORK)
ss.:
COUNTY )
On the day of , 2001 before me, the undersigned, a Notary
---- ------------
Public in and for said state, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
Notary Public
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