GUARANTOR HEREUNDER SHALL NOT BE DEEMED A WAIVER THEREOF OR
PRECLUDE THE EXERCISE OF ANY OTHER RIGHT OR REMEDY HEREUNDER.
NO WAIVER OF ANY
BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED AS A WAIVER OF ANY
SUBSEQUENT BREACH OR OF ANY OTHER PROVISION.
15.
CONFESSION.
(A)
GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY
ATTORNEY(S) OR THE CLERK OF ANY COURT OF RECORD IN THE STATE OF NEW YORK, OR
ELSEWHERE, FOLLOWING THE OCCURRENCE OF A TERMINATION EVENT UNDER THE CORGENIX UK
AGREEMENT, TO APPEAR FOR GUARANTOR IN ANY SUCH COURT, WITH OR WITHOUT
DECLARATION FILED, AS OF ANY TERM OR TIME, AND CONFESS OR ENTER JUDGMENT AGAINST
GUARANTOR IN FGI'S FAVOR FOR ALL OBLIGATIONS DUE OR TO BECOME DUE BY GUARANTOR
HEREUNDER, WITH COSTS OF SUIT, RELEASE OF ERRORS AND FIFTEEN PERCENT (15%) OF
SUCH SUMS ADDED AS REASONABLE ATTORNEYS' FEES; AND FOR THE PURPOSE HEREOF A COPY
OF THIS AGREEMENT SHALL BE SUFFICIENT WARRANTY. SUCH AUTHORITY AND POWER SHALL
NOT BE EXHAUSTED BY ANY EXERCISE THEREOF AND JUDGMENT MAY BE CONFESSED FROM TIME
TO TIME HEREUNDER AS FGI MAY DETERMINE.
(B)
GUARANTOR, BEING FULLY AWARE OF THE RIGHT TO NOTICE AND A HEARING
CONCERNING THE VALIDITY OF ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST
GUARANTOR BY FGI BEFORE A JUDGMENT CAN BE ENTERED HEREUNDER OR BEFORE EXECUTION
MAY BE LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF
5
GUARANTOR, HEREBY KNOWINGLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES THESE RIGHTS
AND AGREES AND CONSENTS TO JUDGMENT BEING ENTERED BY CONFESSION IN ACCORDANCE
WITH THE TERMS HEREOF AND EXECUTION BEING LEVIED ON SUCH JUDGMENT AGAINST ANY
AND ALL PROPERTY OF GUARANTOR, IN EACH CASE WITHOUT FIRST GIVING NOTICE AND THE
OPPORTUNITY TO BE HEARD ON THE VALIDITY OF THE CLAIM OR CLAIMS UPON WHICH SUCH
JUDGMENT IS ENTERED.
16.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL (A) BE LEGALLY
BINDING UPON GUARANTOR, AND GUARANTOR'S SUCCESSORS AND ASSIGNS, PROVIDED THAT
GUARANTOR'S OBLIGATIONS HEREUNDER MAY NOT BE DELEGATED OR ASSIGNED WITHOUT FGI'S
PRIOR WRITTEN CONSENT AND (B) BENEFIT ANY AND ALL OF FGI'S SUCCESSORS AND
ASSIGNS.
FGI MAY ASSIGN ITS RIGHTS UNDER THIS AGREEMENT WITHOUT NOTICE TO OR
CONSENT FROM GUARANTOR.
17.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE CORGENIX UK AGREEMENT
EMBODY THE WHOLE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO RELATIVE TO
THE SUBJECT MATTER HEREOF.
NO MODIFICATION OR WAIVER OF ANY PROVISION HEREOF
SHALL BE ENFORCEABLE UNLESS APPROVED BY FGI IN WRITING.
18.
GOVERNING LAW, SUBMISSION TO JURISDICTION AND JURY TRIAL.
THIS
AGREEMENT, AND ALL MATTERS ARISING HEREUNDER OR RELATING HERETO,
SHALL IN ALL
RESPECTS BE INTERPRETED, CONSTRUED AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE
STATE OF NEW YORK.
GUARANTOR IRREVOCABLY KNOWINGLY AND VOLUNTARILY (I) SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSES OF ANY LITIGATION OR PROCEEDING HEREUNDER OR CONCERNING THE TERMS
HEREOF AND (II)
WAIVES THE RIGHT TO A JURY TRIAL