2009-072 - Laserfiche WebLink

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te►f>.v�rrr•� IN ORDER TO INDUCE Indian River County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "County"), to consummate the lease of certain land and assets to MiLB Vero Beach LLC a Florida limited liability company ("MiLB"), pursuant to the terms and conditions of that certain Facility Lease Agreement between the County and to MiLB to be executed on even date (the "Facility Lease Agreement") and in consideration thereof, the National Association of Professional Baseball Leagues, Inc., a Florida corporation (hereinafter "Guarantor"), hereby guarantees, promises and undertakes as follows: 1. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to County, as and when payment and/or performance is due, the full and timely payment of all sums payable by MiLB to County pursuant to the following provisions of the Facility Lease Agreement: (i) Any amounts due the County pursuant to Section 10.05 of the Facility Lease Agreement; Any amounts necessary to release or pay and remove any lien or cloud attaching to the County's interest in title to the Land, the Facility, the FF&E, or any other real or personal property purchased or paid for with funds provided by the County, as required by Section 4.06(c) of the Facility Lease Agreement. The obligations of MiLB under the foregoing document and provisions are referred to herein as the "Obligations." In addition to the foregoing, Guarantor agrees to pay all costs and expenses incurred by County in any action to enforce, collect, interpret, or realize upon this Guaranty, including reasonable attorneys' fees, costs and disbursement, as further provided in Paragraph 15 hereof. 2. This Guaranty (hereinafter referred to as "this Guaranty") is a continuing guaranty and Guarantor's obligations shall be absolute, unconditional and irrevocable and is a guaranty of payment and performance (and not a guaranty of collection), without regard to the enforceability of any of the Obligations. Guarantor hereby expressly waives any right to revoke this Guaranty. No release of Guarantor from any of Guarantor's obligations under this Guaranty, and no waiver by County of any of its rights hereunder, shall be effective for any purpose whatever unless in a writing executed by County, except as permitted by law. 3. Guarantor agrees that Guarantor is directly and primarily liable to County, that the obligations hereunder are independent of the obligations of County, and that a separate action or actions may be brought and prosecuted against Guarantor, either severally or jointly, whether or not action is brought against MiLB, and whether or not MiLB is joined in any such action or actions. Guarantor agrees that any releases that may be given by County to MiLB or any other Guarantor or endorser shall not release Guarantor from this Guaranty. 4. Any and all obligations, costs and expenses payable to County under the Guaranty shall be payable immediately by Guarantor upon demand by County on the Guaranty, without the requirement of waiting for the outcome of any litigation, claim or other proceeding,