construed as not containing such provision and the invalidity
of such provision shall not affect the validity of any other provision hereof,
and any and all other provisions hereof which otherwise are lawful and valid
shall remain in full force and effect.
Section 14. Notices. Unless otherwise specifically provided herein, any notice
or communication required or permitted to be given shall be provided in
accordance with the Asset Purchase Agreement.
Section 15. Taxes and Set-off by the Guarantor. All payments to be made by the
Guarantor hereunder will be made without set-off or counterclaim and without
deduction for any taxes, levies, duties, fees, deductions, withholdings,
restrictions or conditions of any nature whatsoever.
Section 16. APPLICABLE LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
LOUISIANA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Section 17. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. THE GUARANTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE JUDICIAL DISTRICT FOR PALM BEACH COUNTY, STATE OF FLORIDA OR
FEDERAL COURT OF THE UNITED
Exhibit F
STATES LOCATED IN THE SOUTHERN DISTRICT OF FLORIDA, AND ANY APPELLATE COURT FROM
ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
GUARANTY AND THE GUARANTOR IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY
LAW THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION
OR PROCEEDING. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREE THAT ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY WILL BE
BROUGHT, HEARD AND DETERMINED IN SUCH FLORIDA STATE COURT, OR TO THE EXTENT
PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.
ONLY IF THE GUARANTOR REFUSES TO ACCEPT SERVICE OF PROCESS OR THE PURCHASER IS
OTHERWISE UNABLE TO EFFECT SERVICE OF PROCESS ON THE GUARANTOR FOR A PERIOD OF
TEN OR MORE CALENDAR DAYS AFTER SERVICE IS FIRST ATTEMPTED TO BE MADE, THE
GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT
ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON THE GUARANTOR BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE GUARANTOR, AT THE
ADDRESS SET FORTH IN THE ASSET PURCHASE AGREEMENT FOR NOTICES TO THE SELLERS AND
SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
Section 18. WAIVER OF JURY TRIAL. THE GUARANTOR AND THE PURCHASER EACH HEREBY
WAIVES HIS, HER OR ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS GUARANTY. THE GUARANTOR AND THE PURCHASER
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING