EXHIBIT 10(x)
LEASE AGREEMENT
TRANSLATION TO ENGLISH
LEASE AGREEMENT
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A lease agreement between the company A.G. TECHNOLOGIES DE MEXICO, S.A. DE C.V.,
represented by its president, XX. XXXXXXX XXXXXXX, hereinafter referred to as
"LESSEE," and CONSORCIO INMOBILIARIO DEL NORESTE, S.A. DE C.V., represented by
X.X. XXXXXXXX XXXXXX XXXXXXXXX XXXXXXXXX, hereinafter referred to as "XXXXXX,"
and who present the following declarations and clauses:
DECLARATIONS
I. The XXXXXX, through its representative, X.X. Xxxxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxxxx, whose capacity as representative is legally established through
Public Instrument No. 2,361, Volume XLIX, dated March 12, 1993, and
executed before Notary Public No. 154, X. Xxxxxxxxx, Tamaulipas, Xx. Xxxx
Xxxxx Xxxxxxx. The aforesaid legal instrument was recorded in the Public
Commercial Register of Ciudad X. Xxxxxxxxx, Tam., under number 120V, Folio
120V, Book Number I, and dated August 23, 1993, declares the following:
(A) That it is a legally established corporation under the laws of the
United States of Mexico, as recorded in Legal Instrument No. 743,
dated March 30, 1982, and executed before Xx. Xxxx Xxxxx Xxxxxxx,
Notary Public No. 154 of X. Xxxxxxxxx, Tamaulipas. The aforesaid legal
instrument was recorded in the Public Commercial Register of Ciudad X.
Xxxxxxxxx, Tamaulipas, under number 135, Book 135, page 1, dated
January 30, 1996.
(B) That the XXXXXX is the legitimate and sole proprietor of the property
located on Carretera Xxxxx Xxxxxx y Calle Colorado No. s/n, of this
city.
(C) That it has the legal standing necessary to bind itself under the
provisions of this agreement.
(D) That it wishes to lease out the property located on Carretera Xxxxx
Xxxxxx y Colorado del Parque Industrial CYLSA, of this city,
consisting of 37,949.40 square feet of surface area (hereinafter
referred to as the "PROPERTY").
II. The LESSEE declares, through its representative, as follows:
Xx. Xxxxxxx Xxxxxxx, whose legal status is established through Public
Instrument No. 1916, Volume 59, dated December 24, 1994, and executed
before Notary Public No. 133 of X. Xxxxxxxxx, Tamaulipas, Mr. Xxxxx
Xxxxxxxx Xxxxx, and registered in the Public Commercial Register No. 126V,
Seal 126V, of Book No. 1, dated February 6, 1995.
(A) That it is a legally established corporation under the laws of the
United States of Mexico, as recorded in Legal Instrument No. 59, dated
[day unreadable on copy provided] of December, 1994, executed before
Mr. Xxxxx Xxxxxxxx
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Xxxxx, Notary Public No. 133, of X. Xxxxxxxxx, Tamaulipas, and
registered in the Public Commercial Register under No.120V, Seal 126V,
of Book No. 1, and dated February 6, 1995.
(B) That its place of business is located in Matamoros, Tamaulipas.
(C) That its representative has broad, complete, and sufficient legal
authority to bind his principal to the provisions of this agreement,
and that such authority has not been revoked or restricted in any way.
(D) That it wishes to lease the property described in declaration I-D
above.
Having stated the above, the parties offer the following:
CLAUSES
FIRST - PURPOSE
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As agreed under the terms of this contract, the XXXXXX will convey to the LESSEE
the temporary use and possession of the PROPERTY described in declaration I-D
above on the date stated in the Fourth clause of this contract, and the LESSEE
will accept its conveyance on the date stated above and agrees to use and enjoy
the PROPERTY, along with all of its installations and furnishings, adhering to
the provisions of this contract.
SECOND - CONSIDERATION
----------------------
As consideration for this lease, the LESSEE will pay to the XXXXXX, throughout
the duration of the lease, a monthly rent in the following manner:
I. During the first five years of leasing, the monthly rent will be
$0.4207 (Zero point forty-two, zero seven cents of a dollar, legal
currency of the United States of America), per square feet and totaling
annually $5.048 (Five dollars, zero forty-eight cents of a dollar,
legal currency of the United States of America) per square feet, which
represents the total annual rent of $191,583.75 (One hundred and
ninety-one thousand, five hundred eighty-three dollars 75/100), legal
currency of the United States of America, and which will be paid in the
following manner: twelve monthly installments of $15,965.31 (Fifteen
thousand, nine hundred and sixty-five dollars 31/100), plus the
corresponding valued-added tax.
II. During the first five years of this lease, the rent will not be
increased.
Payment of the rent will be made in legal currency of the United States
of
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America, or in the national currency in accordance to the exchange rate
in effect on the date that the XXXXXX receives payment of the rent.
III. The LESSEE will pay, as a deposit, two months worth of rent upon the
signing of this contract and in the amount of $28,035.62 dollars, and
consisting of the following:
NEW BUILDING: 27,699.40 sq. ft. at $0.4207 dollars
For two months ............................. $23,306.27 dollars
EXISTING BUILDING: 10,250.00 sq. ft. at $0.4207 dollars
For two months .............................. $8,624.35 dollars
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TOTAL DEPOSIT: $31,930.62 dollars
SUBTRACTING: Amount deposited by MTI de Mexico
On Sept. 30, 1999 ........................ $3,895.00 dollars
SUBTRACTING: Deposit by A.G. Magnetics ............ $5,674.76 dollars
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DEPOSIT TO BE PAID: $22,360.86 dollars
In the event that MTI de Mexico, S.A. de C.V., reclaims its deposits,
A.G. Technologies shall immediately pay the XXXXXX said deposit.
Similarly, the deposit received from A.G. Technologies for Building
Plant I will be deducted from the rent 30 days after such building is
vacated, as long as all services which the LESSEE has contracted
for--such as telephone service, water and sewage, power, and any other
services--have been properly paid for and such payment is proved by
presenting the verifying receipts. The refund of this deposit shall be
made after deductions corresponding to work performed in order to fix
any damage found at said installation, except damage due to normal
deterioration as agreed by the parties.
The PROPERTY shall be finished and conveyed in its totality, in the
areas of production and offices, on July 16, 2001, and the XXXXXX
agrees to complete all exterior work within the following 18 days.
The deposits will be used to guarantee compensation for any possible
damage to the PROPERTY, or towards any outstanding bills for power,
water, telephone service, etc. The XXXXXX shall take into consideration
the normal deterioration caused by the use of the property during the
duration of the lease, and said deposits shall be returned upon the
termination of this lease
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only if the PROPERTY has not suffered any damage and there are no
outstanding service bills.
THIRD - MODE OF PAYMENT
-----------------------
The LESSEE will furnish payment to the XXXXXX at its offices, located on Calle
Xxxxxxxxxx and 4A, No.2, in the amount indicated in clause two above, per month
and in advance within the first 5 days of each month, also paying any
value-added tax due. Similarly, the XXXXXX shall furnish the LESSEE a receipt
each month, as proof of payment of the rent, and said receipt shall meet any and
all applicable fiscal requirements existing at the time.
If rent is not timely paid, the LESSEE shall pay the XXXXXX interest for delayed
payment at an annual rate equal to two points above the prime rate of the Texas
Commerce Bank.
FOURTH - DURATION
-----------------
The duration of this contract shall be for five (5) years, beginning on July 16,
2001, and ending on July 15, of 2006 ("Initial Term"), binding on both parties
except upon the occurrence of the events listed in clause Fourteenth of this
agreement.
The XXXXXX hereby grants an option to the LESSEE to extend the Initial Term of
this contract for an additional term of five years ("Second Term"). In order to
execute this option, the LESSEE must provide written notice to the XXXXXX at
least 180 days prior to the termination of the Initial Term; otherwise, the
XXXXXX shall not be obligated to reserve the PROPERTY for the LESSEE and the
XXXXXX may take any action required in order to promote and advertise the
PROPERTY for a future lessee.
In case that the LESSEE executes the option to extend the Initial Term, the
LESSEE agrees and accepts that the rent established by the Initial Term shall be
increased 8.5% over the base rent for the beginning of the Second Term.
Thereafter, rent will remain fixed for the duration of the Second Term.
FIFTH - USES OF THE PROPERTY
----------------------------
The LESSEE will be allowed to use the PROPERTY for the following purposes:
office, storage, production plant, and for any social purposes of the company.
SIXTH - FEES AND SERVICES
-------------------------
The LESSEE agrees to pay all fees and services corresponding to the following:
A) Water services
B) Power supply (1000 KVA)
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C) Telephone (all available lines)
D) Gas supply
E) Cleaning services
The XXXXXX will provide all the services mentioned above for the PROPERTY as
well as:
A) Enough bathrooms for men and women in both the production floor
and office areas.
B) Appropriate sewage drainage.
C) Floor sealing for the production area of the new building
according to the proposal to be provided to the LESSEE by the
XXXXXX.
D) Enough parking space to accommodate at least twenty cars.
The XXXXXX will install 5 (five) new air conditioning units with a capacity of
85 tons in total, in addition to those already existing in the building. The
normal repair and maintenance costs of this equipment will be the responsibility
of the LESSEE.
If due to an increase in personnel or in equipment, the LESSEE needs to increase
the air conditioning capacity/tonnage, such increase will be paid and installed
by the LESSEE, without it affecting the price of the rent.
Furthermore, the XXXXXX agrees to provide the LESSEE copies and/or the original,
of the guarantees issued by the makers of the above-mentioned equipment. The
LESSEE shall have the right to demand or enforce directly all of the rights and
benefits of the XXXXXX as it regards said guarantees.
Similarly, the XXXXXX agrees to maintain, in good functioning order, the rain
drainage system for the PROPERTY's parking lot, and for its dock, as to avoid
flooding problems.
SEVENTH - TAXES
---------------
All taxes, duties, and contributions that may arise from the PROPERTY will be
paid by the XXXXXX.
The XXXXXX will furnish the LESSEE--within two weeks from the date on which
payment is presented to the corresponding authority--with copies of all fiscal
payments related to the PROPERTY, as well as any other information that the
LESSEE might reasonably require in order to verify that such payments were made.
EIGHT - REPAIRS
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The XXXXXX agrees to maintain, repair, and preserve the PROPERTY in good
condition, so that it may be used and enjoyed by the LESSEE in the same
condition as it was at the time of delivery to, and acceptance of the PROPERTY
by, the LESSEE and according to the provisions of this contract. The repairs
referred to in this paragraph will be begun by the XXXXXX within ten days
following the date on which the LESSEE provides notice of their need, in case
that the
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repairs are not made within this period, the LESSEE may deduct the cost of the
repairs from the rent without any obligation by the LESSEE to actually carry out
the repairs.
Similarly, the LESSEE agrees to maintain, repair, and preserve in good working
condition the air conditioning units, as well as the floor of the PROPERTY,
except as it regards their normal deterioration from daily use.
The LESSEE is only responsible to carry out those repairs resulting from damages
caused by the Company, or by its personnel or visitors.
If, as a consequence of the repairs which the XXXXXX is obligated to perform,
the LESSEE loses the total use of the PROPERTY, the LESSEE may then ask for
rescission of this contract.
NINTH - DESTRUCTION OR DAMAGE TO THE PROPERTY
---------------------------------------------
If the property is destroyed and, consequently, it could no longer be leased
out--due to storm, fire, lighting, earthquake, or other disaster or
catastrophe--the XXXXXX will immediately, within a period of 4 (FOUR) months,
rebuild the PROPERTY to the same condition it was in prior to its destruction,
and the XXXXXX will do everything possible to find an temporary locale to house
the LESSEE's operations. During the period of reconstruction, there will be no
rent due nor paid, and the terms of payment established in this contract will be
extended, along with all corresponding provisions and conditions, for a period
of time equal in duration to that required to carry out the reconstruction of
the PROPERTY.
If this impediment to the use of the PROPERTY can be attributed to the
negligence of the LESSEE--or its agents, employees, or visitors--the LESSEE will
continue to pay rent as if it was using the industrial installation, unless this
loss is covered by rental insurance or other insurance.
In case of a partial impediment to the use of the industrial unit, due to a
cause not attributable to the LESSEE, the parties will agree to the proportion
in which rent is to be reduced, and if no agreement is reached, each party will
designate an expert to make a decision, and if both experts fail to reach an
agreement, the experts will designate a third expert. The decision of a majority
of the experts will be final and binding upon the parties, or if the parties
agree on designating a single expert, his/her decision will be final and binding
upon the parties.
Repairs must be carried out as soon as possible, but within a period not to
exceed 45 (FORTY-FIVE) days, and once the repairs are made, rent will again be
paid in full.
Similarly, it is agreed that in the event that it becomes impossible for the
LESSEE to continue its activities at the PROPERTY--due to any damage caused by
the disasters listed above--the LESSEE may terminate this agreement in advance
along with all corresponding obligations under the contract. If notwithstanding
the above, the LESSEE decides not to terminate the contract, the obligation to
pay rent will be suspended until the PROPERTY is repaired or rebuilt, so that
the LESSEE may be able to continue its activities. No part of the above will
affect the insurance policies referred to in clause Twelfth of this contract.
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TENTH - SIGNAGE
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The XXXXXX agrees to allow the LESSEE to place any signs, emblems,
distinguishing marks, etc., that identify the company, as long as said signs,
emblems, and distinguishing marks comply with the provisions of any applicable
laws and regulations.
It is agreed that no signs may be placed on the roof of the PROPERTY which may
damage its structure.
ELEVENTH - INSTALLATIONS
------------------------
The LESSEE has the right to make any necessary installations and to place any
equipment and machinery that it believes necessary for the proper carrying out
of its activities, as long as said installations do not damage the structure of
the PROPERTY.
Upon the expiration of this lease contract, the LESSEE will have the right to
remove from the PROPERTY those installations, equipment, and machinery either
made or used during the life of this contract, agreeing to return the PROPERTY
in the condition in which it was received. It is also agreed that all permanent
constructions or improvements will remain to the benefit of the XXXXXX.
TWELFTH - INSURANCE
-------------------
In addition to the insurance coverage required under this contract, each party
will obtain insurance as they deem it necessary and suitable, of the type and
coverage adequate to protect their respective interests under this contract
against any loss and/or risks. Without limiting the generality of what has been
mentioned above, the XXXXXX at its discretion may retain and keep at its cost,
rent insurance as to cover any lost due to rent debts.
The parties agree to maintain insurance coverage adhering to the following terms
and conditions:
1. The XXXXXX will obtain and maintain insurance coverage, and will pay the
required insurance premiums to retain said coverage during the life of this
contract and over any broadening, extension, or renovation of said contract
as follows:
(A) An insurance policy covering the Industrial Installation against loss
or damage due to fire, lighting, explosion, hurricane, hail,
airplanes, vehicles and smoke, earthquake and/or volcanic eruptions,
strikes, riots, vandalism, or any actual risk, or from now on covered
under the so called "Broad Coverage" (including insurance against
glass rupture) covering such amounts as to prevent the XXXXXX or
LESSEE from becoming co-insureds under the terms of the applicable
policies, but at not point to be for a total coverage of less than
one-hundred percent or of the "Total Insured Amount" (Replacement
Value) that for purposes of this clause will be determined to be the
replacement cost of the building less the excavation costs, foundation
and
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columns and without any deduction for the physical depreciation of
the industrial unit. Said "Total Insured Amount" will be mutually
established from time to time, but only once for every twelve-month
period. Any deductibles established by the insurance company as it
regards these costs will be the sole responsibility of the XXXXXX.
2. The LESSEE will obtain and maintain insurance coverage, and will pay the
required insurance premiums to retain said coverage during the life of this
contract and over any broadening, extension, or renovation of said contract
as follows:
(A) Civil liability insurance, that will cover lawsuits for injuries,
death, or property damage occurring on the leased property for a total
of no less than US$50,000 dollars (Fifty thousand dollars, legal
currency of the United States of America), for patrimonial damages of
no less than US$100,000 (One hundred thousand dollars), legal currency
of the United States of America.
(B) Insurance to cover losses or damage due to the malfunctioning of
boilers (or compressors) or due to the internal explosion of boilers
(or compressors) for high pressure boilers (or compressors) installed
in the building and in the amount that the XXXXXX from time to time
may reasonably require.
3. Any and all insurance policies required by this clause will be covered by
valid and executable policies, issued by well-known insurance companies of
good reputation and authorized to operate in Mexico.
4. Any and all insurance policies required by this contract will name the
LESSEE and the XXXXXX as the insured parties, as it corresponds to their
respective interests, and if required by the XXXXXX they will include
general clauses referring to mortgages in favor of the PROPERTY's mortgage
holders.
5. The LESSEE will provide to the XXXXXX those certificates or insurance
policies as stated in the provision of this Twelfth clause.
6. All policies or certificates issued by the insurer will contain an
agreement that the insurer of said policy will not cancel the policy
without giving prior notice of at least 10 (ten) days to the LESSEE and to
the XXXXXX, and that any loss will be payable to the LESSEE or XXXXXX
regardless of an act of negligence of the other party that would otherwise
result in a full or partial cancellation of said policy.
7. In case of damage to the leased property resulting in damage or destruction
of the industrial unit, the LESSEE will immediately provide written notice
of this occurrence to the XXXXXX. The XXXXXX will then begin adjustment
procedures as soon as it receives such notice from the LESSEE.
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THIRTEENTH - QUIET ENJOYMENT OF THE PROPERTY, SURVIVAL,
-------------------------------------------------------
AND SUBORDINATION OF THE LEASE CONTRACT
---------------------------------------
The XXXXXX guarantees that it has the sole and unrestricted title to the
PROPERTY and that the LESSEE will have the quiet enjoyment and use of it.
Similarly, the XXXXXX agrees to defend and protect the LESSEE from any
obligation--including fines and/or interest that may be demanded from the
XXXXXX--as a consequence of any act or omission by the XXXXXX that directly or
indirectly may result in said obligation, fine, and/or interest.
Similarly, the LESSEE and XXXXXX agree that, under the provisions of the Code of
the State of Tamaulipas, Mexico, this contract will survive any transfer of the
PROPERTY, or the imposition of any lien or mortgage by the XXXXXX over said
property, and that any failure to make payment on said liens or mortgages will
not affect in any way the terms of this contract or its extensions, and that any
modification to said mortgages or any new mortgage on the PROPERTY will contain
a provision recognizing the existence and duration of this contract and the
right to extend said contract, if the right to an extension is agreed to by the
parties at the time of the XXXXXX'x entry into the mortgage.
The LESSEE agrees to, upon request by the XXXXXX, subordinate this contract
(including any extension to the same) to any mortgage that is made on the
PROPERTY, as long as the mortgagee agrees to recognize the rights of the LESSEE
under this contract. Similarly, the mortgagee agrees not to disturb the
possession and other rights of the LESSEE as stated in the terms of this
contract and as long as the LESSEE continues to meet its obligations under this
contract. In the event that the mortgagee acquires title to the PROPERTY through
foreclosure, or by any other means, the mortgagee agrees to accept the LESSEE as
such and under the provisions of this document. The LESSEE and XXXXXX agree to
execute and deliver all the necessary documents to carry out the provisions
contained in this clause.
FOURTEENTH - REASONS FOR RESCISSION DUE TO BREACH
-------------------------------------------------
The following are reasons to rescind this contract:
ATTRIBUTABLE TO THE LESSEE:
(A) Failure to make timely payment of the rent for more than two months,
except when due to those reasons for interruption mentioned in this
contract.
If an advance cancellation of this contract is due to reasons attributable to
the LESSEE, the LESSEE will pay to the XXXXXX rent corresponding to any
remaining months (from the contract's cancellation to its termination). It is
agreed that the above will not apply in case of advance cancellation when the
XXXXXX has another lessee ready to occupy the property with the same or better
economic and financial solvency, and in such case there will be no penalty to
the LESSEE for said advance termination.
(B) Use the property for a different use than that agreed to, or for an use
which is against the law.
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(C) In general, the noncompliance with any of the obligations derived from
this contract.
ATTRIBUTABLE TO THE XXXXXX:
(A) Failure to perform repairs to the PROPERTY or those repairs which it is
obligated to perform as per clause 8 of this contract.
(B) In general, the noncompliance with any of the obligations derived from
this contract.
Prior to the termination, the non-complying party will receive written notice
specifying the nature of the noncompliance, and will have 30 days from the day
of receipt of this notice to correct the noncompliance; if such correction is
not made within said term of thirty days, this term may be extended in a
reasonable manner depending on the circumstances, and as long as the necessary
corrections are pursued.
If at any point during the life of this contract, or during an extension of the
same, the LESSEE or the XXXXXX fail to meet one or more of their obligations as
stated in the terms of this contract, the XXXXXX or LESSEE, after having
provided written notice to the other party (or without notice in case of
emergency) and without releasing the XXXXXX or the LESSEE from any of the
obligations of this contract, will be able to [terminate the contract], but
without having to carry out the acts which the other party is obligated to
perform under this contract, and will also be able to enter the PROPERTY to
carry out any necessary acts as demanded by the particular situation.
Any amount paid by XXXXXX or by the LESSEE, as it might be the case, regarding
the carrying out of said obligations, will be paid by the other party.
FIFTEENTH - ENVIRONMENTAL
-------------------------
The XXXXXX declares and guarantees that the PROPERTY is free from any spill or
accident of an environmental or dangerous sort as described under the provisions
of the General Law of Ecological Balance and Environmental Protection, its
regulations and other legal ordinances of the United States of Mexico regarding
the environment. The XXXXXX agrees to indemnify, defend, and protect the LESSEE
from any obligations that may have been present prior to the date of delivery of
the PROPERTY and resulting from any act, omission, or negligence by the XXXXXX
that might have directly or indirectly led to such a penalty, including all
costs and expenses incurred in the cleaning of the PROPERTY in order to meet any
requirements established by the appropriate environmental authorities, as well
as any other dispositions relevant to this subject matter.
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SIXTEENTH - MODIFICATIONS TO THE CONTRACT
-----------------------------------------
Any modification to this contract will be made in writing and must be signed by
a representative of each of the parties. Such representatives must have the
required authority to bind its principal to the terms of the modification.
SEVENTEENTH - NOTICES
---------------------
If any further communication between the parties is required after the signing
of this contract, such communication shall be made in writing and sent via
certified mail with acknowledgement of receipt or by any other means that assure
receipt. For this purpose, the parties state that their corresponding places of
business are as follows:
XXXXXX: Xxxxx Xxxxxxxxxx x 0X, Xx. 0
X. Xxxxxxxxx, Tamaulipas
Atn. X.X. Xxxxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxxxx
Atn. Depto. Legal
LESSEE: Carretera Xxxxx Xxxxxx
Calle Colorado S/N
X. Xxxxxxxxx, Tamaulipas
Atn. Xx. Xxxxxxx Xxxxxxx
Xxxxx. Legal
EIGHTEENTH - REGISTRATION
-------------------------
The parties agree that this contract will be registered before the relevant
authorities and that any registration costs will be the responsibility of the
XXXXXX.
NINETEENTH - ASSIGNMENT OF RIGHTS
---------------------------------
The LESSEE is authorized to assign or sublease this contract to natural or legal
persons. Prior written authorization will be required before an assignment, and
the XXXXXX will not unreasonably deny or delay such authorization. In case of a
sublease, the LESSEE will provide written notice to the XXXXXX (in the event of
an assignment, the LESSEE will be immediately released from all existing
obligations, or those under this contract from the beginning of the contract
until the date of said assignment. Nonetheless, in case of a sublease, the
LESSEE will be responsible for the fulfillment of all obligations as stated in
the terms of this contract, except if the XXXXXX and LESSEE agree to otherwise
in writing).
TWENTIETH - JURISDICTION & APPLICABLE LAWS
------------------------------------------
For the interpretation and fulfillment of this contract, as well as for anything
not foreseen in its clauses, the parties agree to adhere to the dispositions of
the State of Tamaulipas, as well as the jurisdiction of the competent tribunals
of that State, renouncing therefore, from the venue that their places of
business, or other reasons, may provide.
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Two copies are signed on July 16th, 2001, at the City of X. Xxxxxxxxx,
Tamaulipas, Mexico.
"XXXXXX"
Consorcio Inmobiliario del Noroeste, S.A. de C.V.
Represented by Xx. Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx
"LESSEE"
A.G. Technologies de Mexico S.A. de C.V.
Represented by Xx. Xxxxxxx Xxxxxxx
WITNESSED BY:
Xxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxxx Xxxx
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