Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement to enter into this Agreement: (a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for the performance of its services hereunder and will permit Management Company to examine and copy any data in the possession or control of Tenant affecting Management Company and/or operation of the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunder. (b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company to be necessary or proper to be executed by Tenant in connection with the Facility, subject to the limitations in this Agreement with respect to the Budget and other rights of Tenant. (c) Tenant acknowledges that Management Company retains all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in the performance of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Facility), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Company. (d) Tenant shall comply with all Legal Requirements which are applicable to Tenant provided that Tenant, at its sole expense and without cost to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoing, however, Tenant shall not be deemed to be in breach of the covenant contained in this clause (d) if Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under this Agreement.
Appears in 8 contracts
Samples: Management Services Agreement (CNL Healthcare Properties, Inc.), Management Services Agreement (CNL Healthcare Properties, Inc.), Management Services Agreement (CNL Healthcare Properties, Inc.)
Additional Covenants of Tenant. (a) Indebtedness of Tenant. Tenant hereby makes shall not create, incur, assume or guarantee, or permit to exist, or become or remain liable directly or indirectly upon, any indebtedness except the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement to enter into this Agreementfollowing:
(ai) indebtedness of Tenant will cooperate to Landlord or to Manager under the Management Agreement;
(ii) indebtedness of Tenant for current taxes, assessments, governmental charges of levies, to the extent that payment thereof shall not at the time be required to be made in accordance with Management Company the provisions of Paragraph 26;
(iii) indebtedness of Tenant in every reasonable respect of judgments or awards (A) either (x) which have been in force for less than the applicable appeal period and will furnish Management Company with all information required in respect of which execution thereof shall have been stayed pending such appeal or review, or (y) which are fully covered by it insurance payable to Tenant, or (z) which are for the performance an amount not in excess of its services hereunder and will permit Management Company to examine and copy any data $250,000.00, in the possession aggregate, at any one time outstanding, and (B) either (x) which have been in force for not longer than the applicable appeal period, so long as execution is not levied thereunder, or control (y) in respect of Tenant affecting Management Company and/or operation which an appeal or proceedings for review shall at the time be prosecuted in good faith in accordance with the provisions of the Facility Paragraph 26, and will in every way cooperate with Management Company to enable Management Company to perform its services hereunder.respect of which execution thereof shall have been stayed pending such appeal or review;
(biv) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company to be necessary or proper to be executed by Tenant in connection with the Facility, subject to the limitations in this Agreement with respect to the Budget and other rights of Tenant.
(c) Tenant acknowledges that Management Company retains all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in the performance of its services hereunder unsecured borrowings from any Related Party (other than any trademarks, trade names Landlord or other intellectual property acquired its Affiliates) which are by Tenant or Landlord their terms expressly subordinate to the payment and performance of Tenant's obligations under this Lease;
(v) indebtedness for purchase money financing of goods and services in connection with the acquisition of the Facilityan amount not to exceed Fifty Thousand Dollars ($50,000.00), and nothing contained per Facility, incurred in this Agreement shall be construed as a license or transfer the ordinary course of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Company.
(d) Tenant shall comply with all Legal Requirements which are applicable to Tenant provided that Tenant, at its sole expense and without cost to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirementbusiness, provided that any such contest indebtedness in excess of $50,000.00 incurred in the ordinary course of business shall not result in a suspension of operations of the Facility. Notwithstanding the foregoingbe subject to Landlord's consent, however, Tenant which shall not be deemed to be unreasonably withheld, conditioned or delayed; or
(vi) unsecured trade payables incurred in breach the ordinary course of the covenant contained in this clause (d) if Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under this Agreementbusiness.
Appears in 4 contracts
Samples: Property Lease Agreement (Brookdale Senior Living Inc.), Property Lease Agreement (Brookdale Senior Living Inc.), Property Lease Agreement (Brookdale Senior Living Inc.)
Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement to enter into this Agreement:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for the performance of its services hereunder and will permit Management Company to examine and copy any data in the possession or control of Tenant affecting Management Company and/or operation of the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunder.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company to be necessary or proper to be executed by Tenant in connection with the Facility, subject to the limitations in this Agreement with respect to the Budget and other rights of Tenant.
(c) Tenant acknowledges that Management Company retains all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in the performance of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Facility), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Company.
(d) Tenant shall comply with all Legal Requirements which are applicable to Tenant provided that Tenant, at its sole expense and without cost to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoing, however, Tenant shall not be deemed to be in breach of the covenant contained in this clause (d) if Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under this Agreement.
Appears in 3 contracts
Samples: Management Services Agreement (CNL Healthcare Properties, Inc.), Management Services Agreement (CNL Healthcare Properties, Inc.), Management Services Agreement (CNL Healthcare Properties, Inc.)
Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement agrees to enter into this Agreement:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with do all information required ------------------------------- things necessary to prevent the filing of any mechanics' or other liens against the Demised Premises or any part thereof by it for reason of work. labor, services or materials supplied or claimed to have been supplied to Tenant, or anyone holding the performance of its services hereunder and will permit Management Company to examine and copy Demised Premises or any data part thereof, through or under Tenant. If any such lien shall at any time be filed against Tenant's interest in the possession or control Demised Premises, Tenant shall either cause the same to be discharged of Tenant affecting Management Company and/or operation record within twenty (20) days after the date of filing of the Facility same, or, if Tenant, in Tenant's discretion and will in every way cooperate with Management Company to enable Management Company to perform its services hereunder.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining theretogood faith, when requireddetermines that such lien should be contested, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that shall furnish such security as may be deemed by Management Company to be necessary or proper required to prevent any foreclosure proceedings against Tenant's interest in the Demised Premises during the pendency of such contest. If Tenant shall fail to discharge such lien within such period or fail to furish such security, then, in addition to any other rights or remedies of Landlord resulting from Tenant's default, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be executed due (in which event Tenant shall immediately reimburse Landlord for all sums so paid by Tenant in connection with the Facility, subject to the limitations in this Agreement with respect to the Budget Landlord and other rights of Tenant.
(c) Tenant acknowledges that Management Company retains all ownership costs and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed expenses incurred by Management Company in the performance of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Facility), and nothing contained in this Agreement shall be construed as a license or transfer performance of such information either during act together with interest on the Term aggregate of such sums, costs and expenses at the maximum legal rate payable by corporate borrowers under North Carolina law at the time of Tenant's failure, but in no event more than 15% per annum) or thereafterby procuring the discharge of such lien by giving security or in such other manner as is, or may be, prescribed by law. Upon termination Nothing contained herein shall imply any consent or agreement on the part of this Agreement all such proprietary systems manuals, materials and Landlord to subject Landlord's estate to liability under any mechanics' or other information in whatever form shall be removed from the Facility by Management Companylien law.
(d) Tenant shall comply with all Legal Requirements which are applicable to Tenant provided that Tenant, at its sole expense and without cost to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoing, however, Tenant shall not be deemed to be in breach of the covenant contained in this clause (d) if Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under this Agreement.
Appears in 2 contracts
Samples: Lease Agreement (Ticketmaster Online Citysearch Inc), Lease Agreement (Citysearch Inc)
Additional Covenants of Tenant. In addition to the other covenants and representations of Tenant herein and in this Agreement, Tenant hereby makes the additional covenants set forth in this Sectioncovenants, which are material covenants acknowledges and upon which Management Company relies as an inducement to enter into this Agreementagrees that Tenant shall:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for the performance Not guaranty any obligation of its services hereunder and will permit Management Company to examine and copy any data in the possession or control of Tenant affecting Management Company and/or operation of the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunder.Person;
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company Pay or cause to be necessary or proper paid prior to be executed by Tenant in connection with the Facility, delinquency (and subject to the limitations in this Agreement Tenant's right to contest), all lawful claims for labor and rents with respect to the Budget and other rights of Tenant.Leased Property;
(c) Tenant acknowledges that Management Company retains all ownership Pay or cause to be paid prior to delinquency (and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in the performance of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Facilitysubject to Tenant's right to contest), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Company.trade payables;
(d) Tenant shall comply with all Legal Requirements which are applicable So long as an Event of Default exists, not declare, order, pay or make, directly or indirectly, any distributions or any payments to Tenant provided that any members or Affiliated Persons as to Tenant, at including payments in the ordinary course of business and payments pursuant to a Management Agreement with any Affiliate except for reimbursable expenses incurred by and payable to such Affiliate Manager in order to operate the Leased Property (but such reimbursable expenses shall expressly exclude any management fees, base incentive or otherwise);
(e) Except as otherwise permitted by this Agreement, not sell, lease (as lessor or sublessor), transfer or otherwise dispose of or abandon, all or any material portion of its sole expense and without cost assets or business to Management Companyany Person, shall have the right to contest by proper legal proceedings the validityor sell, so far as applicable to itlease, transfer or otherwise dispose of or abandon any such Legal Requirementof Tenant's Personal Property, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoingprovided, however, Tenant shall not be may dispose of portions of Tenant's Personal Property which have become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures owned by Tenant having equal or greater value and utility have been provided if the same are deemed necessary to be in breach the proper operation of the covenant contained Hotel in Tenant's good faith business judgment.
(f) Except for liabilities incurred in the ordinary course of business, not create, incur, assume or guarantee, or permit to exist or become or remain liable directly or indirectly upon, any Indebtedness except Indebtedness of Tenant to Landlord (or, if unsecured and expressly subject and subordinate to the terms of this clause Agreement and Landlord's interest hereunder, and payable solely out of excess cash flow after payment of all Rent hereunder, to Tenant's partners or Affiliated Persons).
(dg) if In addition to the foregoing, except as otherwise provided in the Agreement, Tenant shall provide and maintain throughout the Term, all of Tenant’s failure 's Personal Property as shall be necessary in order to so comply is operate the result Leased Property in compliance with applicable Legal Requirements and Insurance Requirements and otherwise in accordance with customary practices in the industry for the Permitted Use.
(h) Tenant shall, to the extent not delivered to Landlord prior to the execution of a failure by Management Company to comply with any of its obligations under this Agreement, deliver to Landlord within thirty (30) days after receipt of or after modification thereof, copies of all licenses authorizing Tenant to operate the Leased Property for its Permitted Use.
Appears in 2 contracts
Samples: Lease Agreement (CNL Hospitality Properties Inc), Lease Agreement (CNL Hospitality Properties Inc)
Additional Covenants of Tenant. In addition to the other covenants and representations of Tenant herein and in this Lease, Tenant hereby makes the additional covenants set forth in this Sectioncovenants, which are material covenants acknowledges and upon which Management Company relies as an inducement to enter into this Agreementagrees that Tenant shall:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for the performance Not guaranty any obligation of its services hereunder and will permit Management Company to examine and copy any data in the possession or control of Tenant affecting Management Company and/or operation of the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunderPerson.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company Pay or cause to be necessary or proper to be executed by Tenant in connection with the Facility, subject to the limitations in this Agreement paid all lawful claims for labor and rents with respect to the Budget and other rights of TenantLeased Property.
(c) Tenant acknowledges that Management Company retains Pay or cause to be paid all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in payables with respect to the performance of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Facility), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management CompanyLeased Property.
(d) Tenant shall comply with all Legal Requirements which are applicable Not declare, order, pay or make, directly or indirectly, any Distribution or any payments to any partners or Affiliates as to Tenant provided that Tenant(including payments in the ordinary course of business and payments pursuant to any management agreements with any such Affiliate, but expressly excluding payments to any partners or Affiliates of Tenant for reimbursement of operating expenses incurred by such partners or Affiliates in connection with the operation and management of the Leased Property pursuant to any management agreement with such partners or Affiliates), or set apart any sum of property therefor, or agree to do so, if, at the time of such proposed action or immediately after giving effect thereto, any Event of Default shall exist.
(e) Except as otherwise permitted by this Lease, not sell, lease (as lessor or sublessor), transfer or otherwise dispose of or abandon, all or any material portion of its sole expense and without cost assets or business to Management Companyany Person, shall have the right to contest by proper legal proceedings the validityor sell, so far as applicable to itlease, transfer or otherwise dispose of or abandon any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoingP&E or Tenant’s Personal Property; provided, however, Tenant may dispose of portions of the P&E or Tenant’s Personal Property which have become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility have been provided.
(f) Provide and maintain throughout the Term, all Tenant’s Personal Property and P&E Replacements as shall be necessary in order to operate the Leased Property in compliance with applicable Legal Requirements, Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after the Effective Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant’s rights and obligations under such agreement upon the termination of this Lease and any assumption of management or operation of the Leased Property by Landlord or its designee.
(g) Not, except as approved in writing by Landlord, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the good will associated with Landlord or the Leased Property.
(h) Except for liabilities incurred in the ordinary course of business, not create, incur, assume or guarantee, or permit to exist or become or remain liable directly or indirectly upon, any Indebtedness except the Indebtedness of Tenant to Landlord (or, if unsecured and expressly subject to the terms of this Lease and Landlord’s interest hereunder, and payable solely out of excess cash flow after payment of all Rent hereunder, to Tenant’s shareholders, partners or members, as applicable). Tenant further agrees that the obligee in respect of any such Indebtedness shall agree in writing, in form and substance satisfactory to Landlord, that (w) the payment of such Indebtedness shall be expressly subordinate in all respects to all of Tenant’s obligations under this Lease, (x) no remedies may be exercised by the obligee with respect to enforcement or collection of such Indebtedness until such time as this Lease shall be terminated and all of Tenant’s obligations hereunder shall have been discharged in full; (y) such Indebtedness shall not be deemed assigned by the obligee to be any other party; and (z) the obligee shall not initiate or join in breach of the covenant contained any bankruptcy proceedings against Tenant. As used in this clause Section 20.2(h) (d) if Tenantand notwithstanding any other definition of Indebtedness herein), Indebtedness shall mean all obligations, contingent or otherwise, to pay or repay monies irrespective of whether, in accordance with GAAP, such obligations should be reflected on the obligor’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under this Agreementbalance sheet as debt.
Appears in 2 contracts
Samples: Lease Agreement (CNL Healthcare Trust, Inc.), Lease Agreement (CNL Healthcare Trust, Inc.)
Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement to enter into this Agreement:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for the performance of its services hereunder and will permit Management Company to examine and copy any data in the possession or control of Tenant affecting Management Company and/or operation of the Facility Community and will in every way cooperate with Management Company to enable Management Company to perform its services hereunder.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company to be necessary or proper to be executed by Tenant in connection with the FacilityCommunity, subject to the limitations in this Agreement with respect to the Budget and other rights of Tenant.
(c) Tenant acknowledges that Management Company retains all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in the performance of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the FacilityCommunity), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management CompanyCommunity.
(d) Tenant shall comply with all Legal Requirements which are applicable to Tenant provided that Tenant, at its sole expense and without cost to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoing, however, Tenant shall not be deemed to be in breach of the covenant contained in this clause (d) if Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under this Agreement.
Appears in 1 contract
Samples: Management Services Agreement (CNL Healthcare Trust, Inc.)
Additional Covenants of Tenant. In addition to the other covenants and representations of Tenant herein and in this Lease, Tenant hereby makes the additional covenants set forth in this Sectioncovenants, which are material covenants acknowledges and upon which Management Company relies as an inducement to enter into this Agreementagrees that Tenant shall:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for the performance Not guaranty any obligation of its services hereunder and will permit Management Company to examine and copy any data in the possession or control of Tenant affecting Management Company and/or operation of the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunderPerson.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company Pay or cause to be necessary or proper to be executed by Tenant in connection with the Facility, subject to the limitations in this Agreement paid all lawful claims for labor and rents with respect to the Budget and other rights of TenantLeased Property.
(c) Tenant acknowledges that Management Company retains Pay or cause to be paid all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in payables with respect to the performance of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Facility), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management CompanyLeased Property.
(d) Tenant shall comply with all Legal Requirements which are applicable Not declare, order, pay or make, directly or indirectly, any Distribution or any payments to any partners or Affiliates as to Tenant provided that Tenant(including payments in the ordinary course of business and payments pursuant to any management agreements with any such Affiliate, but expressly excluding payments to any partners or Affiliates of Tenant for reimbursement of operating expenses incurred by such partners or Affiliates in connection with the operation and management of the Leased Property pursuant to any management agreement with such partners or Affiliates), or set apart any sum of property therefor, or agree to do so, if, at the time of such proposed action or immediately after giving effect thereto, any Event of Default shall exist.
(e) Except as otherwise permitted by this Lease, not sell, lease (as lessor or sublessor), transfer or otherwise dispose of or abandon, all or any material portion of its sole expense and without cost assets or business to Management Companyany Person, shall have the right to contest by proper legal proceedings the validityor sell, so far as applicable to itlease, transfer or otherwise dispose of or abandon any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoingP&E or Tenant’s Personal Property; provided, however, Tenant may dispose of portions of the P&E or Tenant’s Personal Property which have become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility have been provided.
(f) Provide and maintain throughout the Term, all Tenant’s Personal Property and P&E Replacements as shall be necessary in order to operate the Leased Property in compliance with applicable Legal Requirements, Insurance Requirements and otherwise Batesville Healthcare Center Batesville, Arkansas in accordance with customary practice in the industry for the Permitted Use. If, from and after the Effective Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant’s rights and obligations under such agreement upon the termination of this Lease and any assumption of management or operation of the Leased Property by Landlord or its designee.
(g) Not, except as approved in writing by Landlord, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, divert or attempt to divert any business or customer of the Leased Property to any competitor (other than to an Affiliated Tenant for an Affiliated Leased Property), by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the good will associated with Landlord or the Leased Property.
(h) Except for liabilities incurred in the ordinary course of business and any permitted AR Financing and other financings permitted under Section 7.1 of this Lease (collectively, the “Permitted Indebtedness”), not create, incur, assume or guarantee, or permit to exist or become or remain liable directly or indirectly upon, any Indebtedness except the Indebtedness of Tenant to Landlord (or, if unsecured and expressly subject to the terms of this Lease and Landlord’s interest hereunder, and payable solely out of excess cash flow after payment of all Rent hereunder, to Tenant’s shareholders, partners or members, as applicable). Tenant further agrees that the obligee in respect of any such Indebtedness (other than Permitted Indebtedness) shall agree in writing, in form and substance satisfactory to Landlord, that (w) the payment of such Indebtedness shall be expressly subordinate in all respects to all of Tenant’s obligations under this Lease, (x) no remedies may be exercised by the obligee with respect to enforcement or collection of such Indebtedness until such time as this Lease shall be terminated and all of Tenant’s obligations hereunder shall have been discharged in full; (y) such Indebtedness shall not be deemed assigned by the obligee to be any other party; and (z) the obligee shall not initiate or join in breach of the covenant contained any bankruptcy proceedings against Tenant. As used in this clause Section 20.2(h) (d) if Tenantand notwithstanding any other definition of Indebtedness herein), Indebtedness shall mean all obligations, contingent or otherwise, to pay or repay monies irrespective of whether, in accordance with GAAP, such obligations should be reflected on the obligor’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under this Agreementbalance sheet as debt.
Appears in 1 contract
Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement agrees to enter into this Agreement------------------------------ comply with, and use reasonable efforts to cause its employees, agents, clients, customers, invitees and guests to comply with, the following provisions:
(a) Tenant will cooperate with Management Company Any sign, lettering, picture, notice, or advertisement installed within the Premises shall be installed at Tenant's cost and in every reasonable respect and will furnish Management Company compliance with all information required by it for the performance of its services hereunder and will permit Management Company to examine and copy Laws. Without obtaining Landlord's prior, written consent (which consent may be withheld in Landlord's reasonable discretion) no sign, lettering, picture, notice or advertisement may be placed on any data in the possession or control of Tenant affecting Management Company and/or operation portion of the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunderPremises which is visible from outside the Premises.
(b) Tenant will examine documents submitted shall not advertise the business, profession or activities of Tenant in any manner which violates the letter or spirit of any code of ethics adopted by Management Company and render decisions any recognized association or organization pertaining thereto, when requiredor use the name of the Building for any purpose other than for identifying Tenant's business address, promptly or use the name of the business park, as it may from time to avoid unreasonable delay time be known, in which the progress Building is located, or use any picture or likeness of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company to be necessary the Building in any letterheads, envelopes, circulars, notices, advertisements, containers or proper to be executed by Tenant wrapping material, without Landlord's prior consent in connection with the Facility, subject to the limitations in this Agreement with respect to the Budget and other rights of Tenantwriting.
(c) Tenant acknowledges that Management Company retains all ownership and shall not place any radio or television antenna on the roof of the Building or on any other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in part of the performance of its services hereunder (Property other than inside the Premises, or operate or permit to be operated any trademarksmusical or sound producing instrument or device inside or outside the Premises which may be heard outside the Premises. Tenant shall not make noises, trade names cause disturbances or vibrations or use or operate any electrical or electronic devices or other intellectual property acquired by Tenant devices that emit sound or Landlord in connection other waves or disturbances, or create odors, any of which may be offensive to other tenants and occupants of the Building or that would interfere with the acquisition operation of any device or equipment or radio or television broadcasting or reception from or within the Facility), and nothing contained in this Agreement shall be construed as a license Building or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Companyelsewhere.
(d) Tenant shall not obstruct sidewalks or entrances in and about the Property. Tenant shall not place objects against doors or windows which would be unsightly from the exterior of the Building, and will promptly remove same upon notice from Landlord. Tenant shall store and dispose of refuse as directed by Landlord, including, without limitation, storing and disposing of all refuse in a neat and clean condition so as not to be visible to members of the public outside the Premises and so as not to create any health or fire hazard. In no event shall Tenant burn any refuse at any time in the Premises or on or about the Property. Tenant shall not: (i) leave or store any pallets on or around the loading docks, parking areas or anywhere on the Property outside of the Premises or park any truck trailers in the parking areas on the Land for any purposes (including, without limitation, storage purposes, temporary or permanently; or (ii) store any boxes, materials, goods or equipment anywhere on the Property outside of the Premises. Notwithstanding anything to the contrary herein, Tenant shall be permitted, subject to covenants, rules, regulations and guidelines presently existing or imposed from time to time by the Amhurst Lake Business Park Association, or any committee thereof, including, without limitation, the Declaration of Protective Covenants for Amhurst Lake Business Park, to park truck trailers within the area on the Land which is crosshatched and depicted on Exhibit E attached hereto (the --------- "Trailer Area"), for temporary or permanent (including overnight) storage purposes provided all truck trailers are efficiently placed within the Trailer Area along the south wall of the Building and do not interfere with any truck maneuvering of other tenants within the truck area between the Building and Amhurst Industrial Center II. Landlord covenants that at no time during the Term will any rules or regulations be imposed by the Landlord with respect to the Trailer Area materially affect Tenant's ability to conduct its business
(e) Tenant shall not make any room-to-room canvass to solicit business from other tenants in the Building, and shall not exhibit, sell or offer to sell, use, rent or exchange any item or service in or from the Premises unless expressly included within the Permitted Use.
(f) Tenant agrees to cooperate reasonably with Landlord to assure the most effective operation of the Building's heating and air conditioning systems, and shall not adjust any controls other than room thermostats installed for Tenant's use or take any action which could jeopardize the warranties covering the heating, ventilating and air conditioning systems.
(g) Door keys for doors in the Premises will be furnished at the commencement of the Term by Landlord. Tenant shall not affix additional locks on doors without the prior consent of Landlord and shall purchase duplicate keys only from Landlord. At the and of the Term or upon a termination of Tenant's right of possession, Tenant shall return all keys to Landlord and will disclose to Landlord the combination of any safes, cabinets or vaults left in the Premises.
(h) Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises (including, without limitation, truck docks) closed and secured.
(i) Peddlers, solicitors and beggars shall be reported promptly to Landlord.
(j) Tenant shall not install or operate heavy machinery of a nature not related to the Permitted Use without the written permission of Landlord.
(k) Tenant shall comply with all Legal Requirements covenants, conditions and restrictions of record encumbering or relating to the Property or any portion thereof (including, without limitation, any declaration of covenants, conditions, restrictions and easements encumbering the business park in which are applicable the Property is located), and with all reasonable rules and regulations issued from time to Tenant time by the Association or by Landlord, provided that the same shall not unreasonably interfere with the conduct of Tenant's business or its enjoyment of the Premises.
(l) Tenant will not in any manner deface or injure the Property or any part thereof or overload the floors of the Premises.
(m) Tenant will not use the Premises for lodging or sleeping purposes or for any immoral or illegal purposes.
(n) Tenant shall not at any time manufacture, sell, use or give away, and shall not at any time permit the manufacture, sale, use or gift of any spirituous, fermented, intoxicating or alcoholic liquors on the Premises or Property. Except for Tenant's and its sole expense employees exclusive use of vending machines within the Premises, Tenant shall not at any time sell, purchase or give away, or permit the sale, purchase or gift of, food in any form by or to any of Tenant's agents or employees or any other parties on the Premises or Property.
(o) In no event shall Tenant permit on the Property flammables or explosives or any other article of an intrinsically dangerous nature, except for any such materials used in the ordinary course of Tenant's business and without cost in accordance with all Laws. If by reason of Tenant's failure to Management Companycomply with the provisions of this Section, any insurance coverage is jeopardized or insurance premiums are increased, in addition to all other rights and remedies available to Landlord upon a default by Tenant under this Lease, Landlord shall have the right to contest by proper legal proceedings the validity, so far as applicable require Tenant to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations make immediate payment of the Facility. Notwithstanding the foregoingincreased insurance premium, however, if any.
(p) Tenant shall not be deemed introduce, use, handle, generate, treat, transport, store or dispose of, or permit the introduction, use, handling, generation, treatment, transportation, storage or disposal of any Hazardous Materials in, on, under, to, from, around or about the Premises, the Building or the Property, except for Hazardous Materials contained in products which are reasonably and customarily used in the normal course of Tenant's business, such as photocopy machine solutions and cleaning solvents, as long as such Hazardous Materials are only used in compliance with all Laws (without the need for a special permit) and all manufacturer's and supplier's instructions and recommendation, and in quantities and for purposes which are reasonably and customarily used in the normal course of Tenant's business. Tenant shall indemnify, defend and hold harmless Landlord, its partners and their respective officers, directors, shareholders, servants, agents and employees from and against all fines, penalties, liens, suits, procedures, claims, demands, liabilities, damages (including consequential damages), actions, causes of action, costs and expenses of every kind and nature whatsoever (including, without limitation, reasonable attorneys', engineers', experts and consultants' fees and costs of testing, monitoring, remediation, removal and cleanup), contingent or otherwise, known or unknown, incurred or imposed, to be the extent arising directly or indirectly out of or in any way connected with Tenant's breach of the covenant contained covenants set forth in this clause (d) if Section ------- 21(p). Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its 's obligations under the immediately preceding sentence shall ----- survive the expiration or earlier termination of this AgreementLease and a termination of Tenant's right to possess the Premises.
Appears in 1 contract
Samples: Lease (Omnicell Com /Ca/)
Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement agrees to enter into this Agreementcomply with, and to cause its employees, agents, clients, customers, invitees and guests to comply with, the following provisions:
(a) Tenant will cooperate with Management Company Any sign, lettering, picture, notice, or advertisement installed within the Premises shall be installed at Tenant’s expense and in every reasonable respect and will furnish Management Company compliance with all information required by it for the performance of its services hereunder and will permit Management Company to examine and copy Laws. Moreover, any data in the possession advertising or control of Tenant affecting Management Company and/or operation signage on any exterior portion of the Facility Premises or otherwise on the Property will conform with the usual and will customary practice in every way cooperate with Management Company to enable Management Company to perform its services hereunderrespect of Buildings similarly situated in Lake County, Illinois.
(b) Tenant will examine documents submitted by Management Company shall not place any radio or television antenna on the roof of the Building or on any other part of the Property other than inside the Premises without the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant may install a satellite dish or dishes in a place and render decisions pertaining theretomanner sufficient for obtaining optimal reception, when required, promptly or operate or permit to avoid unreasonable delay in be operated any musical or sound producing instrument or device inside or outside the progress of Management Company’s workPremises which may be heard outside the Premises. Tenant agrees shall not make noises, cause disturbances or vibrations or use or operate any electrical or electronic devices or other devices that it will not unreasonably fail to execute and deliver all applications and emit sound or other documents that waves or disturbances, or create odors, any of which may be deemed by Management Company offensive to be necessary other tenants and occupants of the Building or proper to be executed by Tenant in connection that would interfere with the Facility, subject to operation of any device or equipment or radio or television broadcasting or reception from or within the limitations in this Agreement with respect to the Budget and other rights of TenantBuilding or elsewhere.
(c) Tenant acknowledges that Management Company retains all ownership shall not obstruct sidewalks or entrances in and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in about the performance of its services hereunder (other than any trademarks, trade names Property. Tenant shall not place objects against doors or other intellectual property acquired by Tenant or Landlord in connection with windows which would be unsightly from the acquisition exterior of the Facility)Building, and nothing contained will promptly remove same upon notice from Landlord. Tenant shall store and dispose of refuse as directed by Landlord, including, without limitation, storing and disposing of all refuse in this Agreement shall a neat and clean condition so as not to be construed visible to members of the public and so as a license not to create any health or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Companyfire hazard.
(d) Tenant shall not make any room-to-room canvass to solicit business from other tenants in the Building.
(e) Tenant shall not waste electricity or water and agrees to cooperate fully with Landlord to assure the most effective operation of the Premise’s heating and air conditioning systems, and shall not adjust any controls other than room thermostats installed for Tenant’s use or take any action which could jeopardize the warranties covering the heating, ventilating or air conditioning systems.
(f) Ten (10) door keys for doors in the Premises will be furnished on the Commencement Date by Landlord. Tenant shall not affix additional locks on doors and shall purchase duplicate keys only from Landlord. At the end of the Term or upon a termination of Tenant’s right of possession, Tenant shall return all keys to Landlord and will disclose to Landlord the combination of any safes, cabinets or vaults left in the Premises.
(g) Tenant assumes full responsibility for physically protecting the Premises from theft, robbery and pilferage, which includes doors locked and other means of entry to the Premises closed and secured.
(h) Peddlers, solicitors and beggars shall be reported promptly to Landlord.
(i) Tenant shall not install and operate machinery or any mechanical devices of a nature not directly related to Tenant’s permitted use of the Premises.
(j) Tenant shall comply with all Legal Requirements covenants, conditions and restrictions of record encumbering or relating to the Property or any portion of either thereof (including, without limitation, any declaration of covenants, conditions, restrictions and easements encumbering the business park in which the Property is located), and with all rules and regulations issued from time to time by Landlord or the Amhurst Lake Business Park Association.
(k) Tenant will not in any manner deface or injure the Property or any part of either thereof or overload the floors of the Premises.
(l) Tenant will not use the Premises for lodging or sleeping purposes or for any immoral or illegal purposes.
(m) Tenant shall not at any time manufacture, sell, use or give away, and shall not at any time permit the manufacture, sale, use or gift of any spirituous, fermented, intoxicating or alcoholic liquors on the Premises or the Property. Except for the serving of food to Tenant’s employees, customers and business invitees at holiday parties or otherwise and periodic, business meetings, Tenant shall not at any time sell, purchase or serve, or permit the sale, purchase or service of, food to any of Tenant’s agents or employees or any other parties on the Premises or the Property.
(n) In no event shall Tenant permit on the Property flammables or explosives or any other article of an intrinsically dangerous nature. If by reason of Tenant’s failure to comply with the provisions of this Subsection, any insurance coverage is jeopardized or insurance premiums are applicable increased, in addition to all other rights and remedies available to Landlord upon a default by Tenant provided that Tenantunder this Lease, at its sole expense and without cost to Management Company, Landlord shall have the right to contest by proper legal proceedings the validity, so far as applicable require Tenant to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations make immediate payment of the Facility. Notwithstanding the foregoingincreased insurance premium, however, if any.
(o) Tenant shall not be deemed to be introduce, use, handle, generate, treat, transport, store or dispose of, or permit the introduction, use, handling, generation, treatment, transportation, storage or disposal of any Hazardous Materials (as defined below) in, on, under, to, from, around or about the Premises, the Building or the Property, except for Hazardous Materials contained in products which are reasonably and customarily used in general office uses, such as photocopy machine solutions and cleaning solvents, as long as such Hazardous Materials are only used in compliance with all Laws (without the need for a special permit) and all manufacturer’s and supplier’s instructions and recommendations, and in quantities and for purposes which are reasonably and customarily used in general office uses. Tenant shall indemnify, defend and hold harmless the Landlord Parties from and against all fines, penalties, liens, suits, procedures, claims, demands, liabilities, damages (including consequential damages), actions, causes of action, costs and expenses of every kind and nature whatsoever (including, without limitation, reasonable attorneys’, engineers’, experts’ and consultants’ fees and costs of testing, monitoring, remediation, removal and cleanup), contingent or otherwise, known or unknown, incurred or imposed, arising directly or indirectly out of or in any way connected with Tenant’s breach of the covenant contained covenants set forth in this clause Subsection 22 (d) if o). Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under the immediately preceding sentence shall survive the expiration or earlier termination of this AgreementLease and a termination of Tenant’s right of possession. For purposes hereof, “Hazardous Materials” shall mean (i) substances defined as “hazardous substances”, “toxic substances” or “hazardous wastes” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C., Sec. 9061, et. seq.), the Hazardous Materials Transportation Act (49 U.S.C., Sec. 1802), the Resource Conservation and Recovery Act (42 U.S.C., Sec. 6901 et. seq.), the Toxic Substances Control Act of 1976, as amended (15 U.S.C., Sec. 2601, et. seq.) or in any other Laws now or hereafter in effect governing similar matters, or in any regulations adopted or publications promulgated pursuant thereto; (ii) asbestos and asbestos containing materials; and (iii) petroleum and petroleum based products.
Appears in 1 contract
Samples: Lease (Coleman Cable, Inc.)
Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement to enter into this Agreement:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for the performance of its services hereunder and will permit Management Company to examine and copy any data in the possession or control of Tenant affecting Management Company and/or operation of the Facility Community and will in every way cooperate with Management Company to enable Management Company to perform its services hereunder.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be reasonably deemed by Management Company to be necessary or proper to be executed by Tenant in connection with the FacilityCommunity, subject to the limitations in this Agreement with respect to the Budget and other rights of Tenant.
(c) Tenant acknowledges that Management Company retains all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in the performance of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the FacilityCommunity), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility Community by Management Company. For the avoidance of doubt, this Section does not apply to the Regulatory Compliance Plan. With respect to any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Community, Tenant grants Management Company a license to use the same, provided such intellectual property: (i) shall be used only for the purposes and in the manner of promoting the Community by way of Management Company’s website, marketing materials and any other media approved by Tenant in its sole and absolute discretion, (ii) Management Company shall not depict such intellectual property in any manner or in any materials that would tend to denigrate, disparage, tarnish, present in a false light or otherwise reflect negatively on the such intellectual property, Owner, Tenant or any of their respective Affiliates or Subsidiaries, or any of the their respective products or services; and (ii) Management Company shall not assign or otherwise transfer any of its rights, or delegate, subcontract or otherwise transfer any of its obligations or performance hereunder with respect to such intellectual property, and any purported assignment, delegation or transfer in violation hereof is void.
(d) Tenant shall comply with all Legal Requirements which are applicable to Tenant provided that Tenant, at its sole expense and without cost to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the FacilityCommunity. Notwithstanding the foregoing, however, Tenant shall not be deemed to be in breach of the covenant contained in this clause (d) if Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under this Agreement.
Appears in 1 contract
Samples: Management Services Agreement (CNL Healthcare Properties II, Inc.)
Additional Covenants of Tenant. In addition to the other covenants and representations of Tenant herein and in this Agreement, Tenant hereby makes the additional covenants set forth in this Sectioncovenants, which are material covenants acknowledges and upon which Management Company relies as an inducement to enter into this Agreementagrees that Tenant shall:
(a) Except as authorized in this Section 20.2, not guaranty any obligation of any Person;
(b) Pay or cause to be paid all lawful claims for labor and rents with respect to the Leased Property;
(c) Pay or cause to be paid all trade payables;
(d) Not declare, order, pay or make, directly or indirectly, any Distribution or any payments to any members or Affiliated Persons as to Tenant will cooperate (excluding any payments by Tenant to Manager under the Management Agreement, but including any other payments in the ordinary course of business, and any payments pursuant to any other management agreements with Management Company any such Affiliate, or set apart any sum of property therefor, or agree to do so, if, at the time of such proposed action or immediately after giving effect thereto, any Event of Default shall exist;
(e) Except as otherwise permitted by this Agreement, not sell, lease (as lessor or sublessor), transfer or otherwise dispose of or abandon, all or any material portion of its assets or business to any Person, or sell, lease, transfer or otherwise dispose of or abandon any of Tenant’s Personal Property, provided, however, Tenant may dispose of portions of Tenant’s or former commercial lease tenant’s Personal Property or the personal property of any former tenants of the Leased Property which have become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary.
(f) Subject to the availability of funds in every reasonable respect the Reserve therefor, provide and will furnish Management Company maintain throughout the Term, all P&E Replacements as shall be necessary in order to operate the Leased Property in compliance with all information required by it applicable legal requirements and insurance requirements and otherwise in accordance with customarily practice in the industry for the performance Permitted Use. If, from and after the Commencement Date, Tenant enters into an agreement permitting it to use any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its services hereunder designee may assume Tenant’s rights and will permit Management Company obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee.
(g) Deliver to examine Landlord within thirty (30) days after receipt of or after modification thereof, copies of all licenses authorizing Tenant and/or Manager to operate the Leased Property for its Permitted Use.
(h) At Landlord’s written request, which may not be given by Landlord more than once each Fiscal Year, undertake or cause the Manager to undertake a risk management audit and copy any data in report regarding the possession or control of Tenant affecting Management Company and/or operation of the Facility for its Permitted Use, the cost of which shall be a Property Expense, and will in every way cooperate provide Landlord with Management Company to enable Management Company to perform its services hereundera copy of the report and any other results of the audit.
(bi) Give prompt notice to Landlord of any litigation or any administrative proceeding involving Tenant, Landlord or the Leased Property of which Tenant will examine documents submitted by Management Company has notice or actual knowledge and render decisions pertaining theretowhich involves a potential uninsured liability equal to or greater than $50,000.00 or which, when requiredin Tenant’s reasonable opinion, promptly to avoid unreasonable delay may otherwise result in any material adverse change in the progress business, operations, property, prospects, results of Management Company’s work. operation or conditions, financial or otherwise, of Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed or the Facility.
(j) Not, except as approved in writing by Management Company to be necessary Landlord, either directly or proper to be executed by Tenant indirectly, for itself, or through, or on behalf of, or in connection with any Person, and shall use diligent efforts to cause the FacilityManager not to, subject divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the limitations in this Agreement good will associated with respect to the Budget and other rights of TenantLandlord or the Leased Property.
(ck) Tenant acknowledges that Management Company retains all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company Except for liabilities incurred in the performance ordinary course of its services hereunder (other than business, not create, incur, assume or guarantee, or permit to exist or become or remain liable directly or indirectly upon, any trademarks, trade names Indebtedness except Indebtedness of Tenant to Landlord or other intellectual property acquired by Tenant or Landlord deferred fees to the Manager as provided in connection with the acquisition of the Facility), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Company.
(d) Tenant shall comply with all Legal Requirements which are applicable to Tenant provided that Tenant, at its sole expense and without cost to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoing, however, Tenant shall not be deemed to be in breach of the covenant contained in this clause (d) if Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under this Agreement.
Appears in 1 contract
Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement agrees to enter into this Agreementcomply with, and to cause its employees, agents, clients, customers, invitees and guests to comply with, the following provisions:
(a) Tenant will cooperate with Management Company Any sign, lettering, picture, notice, or advertisement installed within the Premises or on the Property shall be installed at Tenant’s expense and in every reasonable respect and will furnish Management Company compliance with all information required by it for the performance of its services hereunder and will permit Management Company to examine and copy Laws. Without obtaining Landlord’s prior, written consent (which consent may be withheld in Landlord’s sole discretion) no sign, lettering, picture, notice or advertisement may be placed on any data in the possession or control of Tenant affecting Management Company and/or operation portion of the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunderPremises which is visible from outside the Premises or on any portion of the Property.
(b) Tenant will examine documents submitted shall not advertise the business, profession or activities of Tenant in any manner which violates the letter or spirit of any code of ethics adopted by Management Company and render decisions any recognized association or organization pertaining thereto, when requiredor use the name of the Building or the business park in which the Building is located for any purpose other than for identifying Tenant’s business address, promptly to avoid unreasonable delay or use any picture or likeness of the Building in the progress of Management Companyany letterheads, envelopes, circulars, notices, advertisements, containers or wrapping material, without Landlord’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company to be necessary or proper to be executed by Tenant prior consent in connection with the Facility, subject to the limitations in this Agreement with respect to the Budget and other rights of Tenantwriting.
(c) Except with respect to satellite or other communication dishes or antennas as may be permitted by applicable Laws and the Park Covenants (as defined below) and as are installed: (i) in locations on the roof of the Building specified by Landlord; (ii) subject to Landlord’s reasonable size restrictions, utility and structural load requirements and screening criteria; (iii) with the use of Landlord’s roofing contractor; and (iv) subject to other reasonable requirements relating to any warranty, guaranty or service contract applicable to the roof of the Building, Tenant acknowledges that Management Company retains all ownership and shall not place any radio or television antenna on the roof of the Building or on any other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in part of the performance of its services hereunder (Property other than inside the Premises, or operate or permit to be operated any trademarksmusical or sound producing instrument or device inside or outside the Premises that may be heard outside the Premises. Tenant shall not make noises, trade names cause disturbances or vibrations or use or operate any electrical or electronic devices or other intellectual property acquired by Tenant devices that emit sound or Landlord in connection other waves or disturbances, or create odors, any of which may be offensive to other tenants and occupants of the Building or that would interfere with the acquisition operation of any device or equipment or radio or television broadcasting or reception from or within the Facility), and nothing contained in this Agreement shall be construed as a license Building or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Companyelsewhere.
(d) Tenant shall not obstruct sidewalks, roadways, Parking Areas or entrances in and about the Property. Tenant shall not place objects against doors or windows that would be unsightly from the exterior of the Building, and will promptly remove same upon notice from Landlord. Tenant shall store and dispose of refuse as directed by Landlord, including, without limitation, storing and disposing of all refuse, in a neat and clean condition so as not to be visible to members of the public and so as not to create any health or fire hazard.
(e) Tenant shall not make any room-to-room canvass to solicit business from other tenants in the Building and shall not exhibit, sell or offer to sell, use, rent or exchange any item or service in or from the Premises.
(f) Tenant shall not waste electricity or water and agrees to cooperate fully with Landlord to assure the most effective operation of the Building’s heating and air conditioning systems, and shall not adjust any controls other than room thermostats installed for Tenant’s use or take any action which could jeopardize the warranties covering the heating, ventilating or air conditioning systems. Tenant shall comply with all Legal Requirements programs instituted by Landlord under applicable federal, state or local energy conservation standards or other governmental requirements or directives (whether mandatory or voluntary).
(g) Door keys for doors in the Premises will be furnished on the Commencement Date by Landlord. Tenant shall not affix additional locks on doors and shall purchase duplicate keys only from Landlord. At the end of the Term or earlier termination of the Lease or upon a termination of Tenant’s right of possession, Tenant shall return all keys to Landlord and will disclose to Landlord the combination of any safes, cabinets or vaults left in the Premises in accordance with the terms and conditions of this Lease.
(h) Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage, which are includes keeping doors locked and other means of entry to the Premises closed and secured. In addition, the parties acknowledge that safety and security devices, services and programs provided by Landlord, if any, while intended to deter crime and ensure safety, may not in given instances prevent theft or other criminal acts, or ensure safety of persons or property. The risk that any safety or security device, service or program may not be effective, or may malfunction, or be circumvented by a criminal, is assumed by Tenant with respect to Tenant’s property and interests, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses. Tenant agrees to cooperate in any reasonable safety or security program developed by Landlord or required by applicable Laws.
(i) Peddlers, solicitors and beggars shall be reported promptly to Landlord.
(j) Tenant shall not install or operate machinery or any mechanical devices of a nature not directly related to Tenant’s permitted use of the Premises.
(k) Tenant shall comply with all covenants, conditions and restrictions of record encumbering or relating to the Property or any portion of either thereof (including, without limitation, any declaration of covenants, conditions, restrictions and easements encumbering the business park in which the Property is located) (the “Park Covenants”), and with all rules and regulations issued from time to time by Landlord or the Wxxxxxx Lakes Business Park Association.
(l) Tenant will not in any manner deface or injure the Property or any part of either thereof or overload the floors of the Premises.
(m) Tenant will not use the Premises for lodging or sleeping purposes or for any immoral or illegal purposes.
(n) Tenant shall not at any time manufacture or sell, and shall not at any time permit the manufacture or sale of any spirituous, fermented, intoxicating or alcoholic liquors on the Premises or the Property. If Tenant desires to permit the use of alcoholic beverages on the Premises, it may do so only in connection with social events not generally open to the public conducted by Tenant wholly within the Premises, provided that (i) such events shall be in the ordinary course of Tenant’s business and shall not involve the sale of any food or beverages, at its sole expense (ii) such events shall not violate any Laws, Park Covenants or other provisions of this Lease, and without cost shall in no event unreasonably disturb or bother other tenants or occupants of the Building, and (iii) Tenant shall in all cases obtain, or maintain in full force and effect full liquor liability insurance in the amount of Tenant’s insurance as required under Section 18.2(a) and otherwise in accordance with Section 18.1, Section 18.2 and Section 18.3.
(o) In no event shall Tenant permit on the Property flammables or explosives or any other article of an intrinsically dangerous nature. If by reason of Tenant’s failure to Management Companycomply with the provisions of this Subsection, any insurance coverage is jeopardized or insurance premiums are increased, in addition to all other rights and remedies available to Landlord upon a default by Tenant under this Lease, Landlord shall have the right to contest by proper legal proceedings the validity, so far as applicable require Tenant to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations make immediate payment of the Facility. Notwithstanding the foregoingincreased insurance premium, however, if any.
(p) Tenant shall not be deemed to be introduce, use, handle, generate, treat, transport, store or dispose of, or permit the introduction, use, handling, generation, treatment, transportation, storage or disposal of any Hazardous Materials (as defined below) in, on, under, to, from, around or about the Premises, the Building or the Property, except for Hazardous Materials contained in products which are reasonably and customarily used in general office uses, such as photocopy machine solutions and cleaning solvents, as long as such Hazardous Materials are only used in compliance with all Laws (without the need for a special permit) and all manufacturer’s and supplier’s instructions and recommendations, and in quantities and for purposes which are reasonably and customarily used in general office uses. Tenant shall indemnify, defend and hold harmless the Landlord Parties from and against all fines, penalties, liens, suits, procedures, claims, demands, liabilities, damages (including consequential damages), actions, causes of action, costs and expenses of every kind and nature whatsoever (including, without limitation, reasonable attorneys’, engineers’, experts’ and consultants’ fees and costs of testing, monitoring, remediation, removal and cleanup), contingent or otherwise, known or unknown, incurred or imposed, arising directly or indirectly out of or in any way connected with Tenant’s breach of the covenant contained covenants set forth in this clause (dSubsection 22(p) if or otherwise in connection with the introduction, use, handling, generation, treatment, transportation, storage or disposal of any Hazardous Materials. Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under the immediately preceding sentence shall survive the expiration or earlier termination of this AgreementLease and a termination of Tenant’s right of possession. For purposes hereof, “Hazardous Materials” shall mean (i) substances defined as ‘hazardous substances”, “toxic substances” or “hazardous wastes” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C., Sec. 9061, et. seq.), the Hazardous Materials Transportation Act (49 U.S.C., Sec. 1802), the Resource Conservation and Recovery Act (42 U.S.C., Sec. 6901 et. seq.), the Toxic Substances Control Act of 1976, as amended (15 U.S.C., Sec. 2601, et. seq.) or in any other Laws now or hereafter in effect governing similar matters, or in any regulations adopted or publications promulgated pursuant thereto; (ii) asbestos and asbestos containing materials; and (iii) petroleum and petroleum based products. Tenant shall promptly notify Landlord of: (i) any enforcement, cleanup or other regulatory action taken or threatened by any governmental or regulatory authority with respect to the presence of any Hazardous Materials on the Premises or the migration thereof from or to other property, (ii) any demands or claims made or threatened by any party against Tenant or the Premises relating to any loss or injury resulting from any Hazardous Materials, (iii) any release, discharge or nonroutine, improper or unlawful disposal or transportation of any Hazardous Materials on or from the Premises, and (iv) any matters where Tenant is required by Laws to give a notice to any governmental or regulatory authority respecting any Hazardous Materials on the Premises.
Appears in 1 contract
Samples: Lease Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)
Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement agrees to enter into this Agreementcomply with, and to cause its employees, agents, clients, customers, invitees and guests to comply with, the following provisions:
(a) Tenant will cooperate with Management Company Any sign, lettering, picture, notice, or advertisement installed within the Premises or on the Property shall be installed at Tenant's expense and in every reasonable respect and will furnish Management Company compliance with all information required by it for Laws. Without obtaining Landlord's prior, written consent (which consent may not be unreasonably withheld), no sign, lettering, picture, notice or advertisement may be placed on any portion of the performance Premises which is visible from outside the Premises or on any portion of its services hereunder the Property; provided, however, that Tenant may install: (i) a sign panel displaying the name or tradename of Tenant, or any portion thereof, on the existing Building monument sign or, if applicable, on both sides of such sign; and will permit Management Company to examine and copy any data in (ii) signage on displaying the possession name or control tradename of Tenant affecting Management Company and/or operation on a portion of the Facility exterior of the Building located directly outside of the Premises, so long as any such signage is installed at Tenant's expense and will in every way cooperate with Management Company subject to: (x) the reasonable approval of Landlord as to enable Management Company the style, size, location, color and lighting (if any) of such signage; (y) all Park Covenants and any other easements or documents or record, including but not limited to perform any approval of the Association or its services hereunderdesign committee as may be required thereunder; and (z) all applicable Laws.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining theretoshall not use the name of the Building or the Park is located for any purpose other than for identifying Tenant's business address, when requiredor use any picture or likeness of the Building in any letterheads, promptly to avoid unreasonable delay envelopes, circulars, notices, advertisements, containers or wrapping material, without Landlord's prior consent in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company to be necessary or proper to be executed by Tenant in connection with the Facility, subject to the limitations in this Agreement with respect to the Budget and other rights of Tenantwriting.
(c) Except with respect to satellite or other communication dishes or antennas as may be permitted by applicable Laws and the Park Covenants and as are installed: (i) in locations on the roof of the Building specified by Landlord; (ii) subject to Landlord's reasonable size restrictions, utility and structural load requirements and screening criteria; (iii) with the use of Landlord's roofing contractor; and (iv) subject to other reasonable requirements relating to any warranty, guaranty or service contract applicable to the roof of the Building, Tenant acknowledges that Management Company retains all ownership and shall not place any radio or television antenna on the roof of the Building or on any other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in part of the performance of its services hereunder (Property other than inside the Premises, or operate or permit to be operated any trademarksmusical or sound producing instrument or device inside or outside the Premises that may be heard outside the Premises. Tenant shall not make noises, trade names cause disturbances or vibrations or use or operate any electrical or electronic devices or other intellectual property acquired by Tenant devices that emit sound or Landlord in connection other waves or disturbances, or create odors, any of which may be offensive to other tenants and occupants of the Building or that would interfere with the acquisition operation of any device or equipment or radio or television broadcasting or reception from or within the Facility), and nothing contained in this Agreement shall be construed as a license Building or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Companyelsewhere.
(d) Tenant shall not obstruct sidewalks, roadways, Parking Areas or entrances in and about the Property. Tenant shall not place objects against doors or windows that would be unsightly from the exterior of the Building, and will promptly remove same upon notice from Landlord. Tenant shall store and dispose of refuse as directed by Landlord, including, without limitation, storing and disposing of all refuse, in a neat and clean condition so as not to be visible to members of the public and so as not to create any health or fire hazard.
(e) Tenant shall not make any room-to-room canvass to solicit business from other tenants in the Building and shall not exhibit, sell or offer to sell, use, rent or exchange any item or service in or from the Premises.
(f) Tenant shall not waste electricity or water and agrees to cooperate fully with Landlord to assure the most effective operation of the Building's heating and air conditioning systems, and shall not adjust any controls other than room thermostats installed for Tenant's use or take any action which could jeopardize the warranties covering the heating, ventilating or air conditioning systems. Tenant shall comply with all Legal Requirements programs instituted by Landlord under applicable federal, state or local energy conservation standards or other governmental requirements or directives (whether mandatory or voluntary).
(g) Door keys for doors in the Premises will be furnished on the Commencement Date by Landlord. Tenant shall not affix additional locks on doors and shall purchase duplicate keys only from Landlord. At the end of the Term or earlier termination of the Lease or upon a termination of Tenant's right of possession, Tenant shall return all keys to Landlord and will disclose to Landlord the combination of any safes, cabinets or vaults left in the Premises in accordance with the terms and conditions of this Lease.
(h) Tenant assumes full responsibility for protecting Tenant's property from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured. In addition, the parties acknowledge that safety and security devices, services and programs provided by Landlord, if any, while intended to deter crime and ensure safety, may not in given instances prevent theft or other criminal acts, or ensure safety of persons or property. The risk that any safety or security device, service or program may not be effective, or may malfunction, or be circumvented by a criminal, is assumed by Tenant with respect to Tenant's property and interests, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses. Tenant agrees to cooperate in any reasonable safety or security program developed by Landlord or required by applicable Laws.
(i) Peddlers, solicitors and beggars shall be reported promptly to Landlord.
(j) Tenant shall not install or operate machinery or any mechanical devices of a nature not directly related to Tenant's permitted use of the Premises.
(k) Tenant shall comply with all covenants, conditions and restrictions of record encumbering or relating to the Property or any portion of either thereof (including, without limitation, any Park Covenants), and with all rules and regulations issued from time to time by Landlord or by the Association.
(l) Tenant will not in any manner deface or injure the Property or any part of either thereof or overload the floors of the Premises.
(m) Tenant will not use the Premises for lodging or sleeping purposes or for any immoral or illegal purposes.
(n) Tenant shall not at any time manufacture, sell, use or give away, and shall not at any time permit the manufacture, sale, use or gift of any spirituous, fermented, intoxicating or alcoholic liquors on the Premises or the Property.
(o) In no event shall Tenant permit on the Property flammables or explosives or any other article of an intrinsically dangerous nature. If by reason of Tenant's failure to comply with the provisions of this Subsection, any insurance coverage is jeopardized or insurance premiums are applicable increased, in addition to all other rights and remedies available to Landlord upon a default by Tenant provided that Tenantunder this Lease, at its sole expense and without cost to Management Company, Landlord shall have the right to contest by proper legal proceedings the validity, so far as applicable require Tenant to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations make immediate payment of the Facility. Notwithstanding the foregoingincreased insurance premium, however, if any.
(p) Tenant shall not be deemed to be introduce, use, handle, generate, treat, transport, store or dispose of, or permit the introduction, use, handling, generation, treatment, transportation, storage or disposal of any Hazardous Materials (as defined below) in, on, under, to, from, around or about the Premises, the Building or the Property, except for Hazardous Materials contained in products which are reasonably and customarily used in general office uses, such as photocopy machine solutions and cleaning solvents, as long as such Hazardous Materials are only used in compliance with all Laws (without the need for a special permit) and all manufacturer's and supplier's instructions and recommendations, and in quantities and for purposes which are reasonably and customarily used in general office uses. Tenant shall indemnify, defend and hold harmless the Landlord Parties from and against all fines, penalties, liens, suits, procedures, claims, demands, liabilities, damages (including consequential damages), actions, causes of action, costs and expenses of every kind and nature whatsoever (including, without limitation, reasonable attorneys', engineers', experts' and consultants' fees and costs of testing, monitoring, remediation, removal and cleanup), contingent or otherwise, known or unknown, incurred or imposed, arising directly or indirectly out of or in any way connected with Tenant's breach of the covenant contained covenants set forth in this clause (dSubsection 22(p) if or otherwise in connection with the introduction, use, handling, generation, treatment, transportation, storage or disposal of any Hazardous Materials. Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its 's obligations under the immediately preceding sentence shall survive the expiration or earlier termination of this AgreementLease and a termination of Tenant's right of possession. For purposes hereof, "Hazardous Materials" shall mean (i) substances defined as "hazardous substances", "toxic substances" or "hazardous wastes" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C., Sec. 9061, et. seq.), the Hazardous Materials Transportation Act (49 U.S.C., Sec. 1802), the Resource Conservation and Recovery Act (42 U.S.C., Sec. 6901 et. seq.), the Toxic Substances Control Act of 1976, as amended (15 U.S.C., Sec. 2601, et. seq.) or in any other Laws now or hereafter in effect governing similar matters, or in any regulations adopted or publications promulgated pursuant thereto; (ii) asbestos and asbestos containing materials; and (iii) petroleum and petroleum based products. Tenant shall promptly notify Landlord of: (i) any enforcement, cleanup or other regulatory action taken or threatened by any governmental or regulatory authority with respect to the presence of any Hazardous Materials on the Premises or the migration thereof from or to other property, (ii) any demands or claims made or threatened by any party against Tenant or the Premises relating to any loss or injury resulting from any Hazardous Materials, (iii) any release, discharge or nonroutine, improper or unlawful disposal or transportation of any Hazardous Materials on or from the Premises, and (iv) any matters where Tenant is required by Laws to give a notice to any governmental or regulatory authority respecting any Hazardous Materials on the Premises.
Appears in 1 contract
Samples: Lease (Innotrac Corp)
Additional Covenants of Tenant. Tenant's use of the Property shall be subject at all times during the Term to reasonable rules and regulations adopted by Landlord not in conflict with any of the express provisions hereof governing the use of the Property and the Leased Premises. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants agrees to comply with all such rules and regulations upon which Management Company relies notice to Tenant from Landlord. Tenant expressly agrees as an inducement to enter into this Agreementfollows:
(a) Tenant will cooperate The sidewalks and loading areas adjacent to the Leased Premises shall not be obstructed and shall be free from snow, ice, trash, litter, hazardous materials and any other obstructions. Garbage and refuse shall be kept in sealed containers (with Management Company food scraps and refuse kept in every reasonable respect and will furnish Management Company with all information required by it for the performance of its services hereunder and will permit Management Company to examine and copy any data a self-contained, cleanable, sealed, metal container) (or such containers as may be used in the possession future with improved technology, provided garbage and refuse is continued to be stored and disposed of without odors emanating and without resulting in unsightly conditions). Tenant shall provide or control of designate a service for picking up refuse and garbage, at its sole cost and expense. Tenant affecting Management Company and/or operation of shall maintain all loading areas in a clean manner. Tenant shall use a trash compactor located outside the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunderLeased Premises.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay No radio or television aerial or other device shall be erected on the roof or exterior walls of the Leased Premises or the building in which the progress of Management Company’s workLeased Premises are located without first obtaining in each instance the Landlord's consent in writing (which consent shall not be unreasonably withheld or delayed). Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may Any aerial or device installed without such written consent shall be deemed by Management Company to be necessary or proper to be executed by Tenant in connection with the Facility, subject to the limitations in this Agreement with respect to the Budget and other rights of removal at Tenant's expense without notice at any time.
(c) Tenant acknowledges that Management Company retains all ownership and other rights in all proprietary systemsNo loud speakers, manualstelevisions, materialsphonographs, trade namesradios, branding and other information, in whatever form, developed by Management Company in the performance of its services hereunder (other than any trademarks, trade names tape players or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Facility), and nothing contained in this Agreement devices shall be construed used in a manner so as a license to be heard or transfer seen outside the Leased Premises without the prior written consent of such information either during the Term Landlord (which consent shall not be unreasonably withheld or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Companydelayed).
(d) The plumbing and sanitary facilities shall be kept in a good state of repair and operating condition, and shall not be used for any other purpose other than that for which they are constructed; no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by Tenant. All grease traps, if any, shall be installed and maintained by Tenant in accordance with applicable law and in accordance with Landlord's requirements. Tenant shall comply with furnish sufficient heat at all Legal Requirements which are applicable times so as to prevent any damage to the Leased Premises, including, but not limited to, any freezing or breaking of pipes, any mechanical systems or fixtures. Tenant provided that Tenantshall, at Tenant's sole cost and expense, obtain and maintain licenses and permits, and pay all fees and charges, in connection with the existence of any air-conditioning equipment and/or any other equipment in or upon the Leased Premises.
(e) Tenant at its sole expense shall contract for regular termite and pest extermination services covering the Leased Premises, to keep same free of vermin.
(f) Tenant shall keep and maintain the Leased Premises (including, without cost limitation, exterior and interior portions of all windows, doors and all other glass, including, in each case, the frames therefor) in a neat and clean condition, and Tenant will not require, permit, suffer or allow any such window or door to Management Companybe cleaned in violation of the Labor Law of the State of New York or of any other law or ordinance or of any rule, order or regulation of any governmental authority having jurisdiction thereof, and, at Tenant's expense, clean and polish the inside and outside of the store fronts of the Leased Premises whenever necessary in the reasonable judgment of Landlord.
(g) Tenant shall take no action (including, but not limited to, using employees, contractors, labor or materials) which would create any work stoppage, picketing, labor disruption or dispute, or any interference with the business of Landlord or any other tenant or occupant in the Building or with the rights and privileges of any customer or other person(s) lawfully in and upon the Property. If such disturbance results from Tenant's use of non--union labor, Landlord shall have the right to contest by proper legal proceedings order Tenant to have pickets removed and, if necessary, to terminate any construction work at any time being performed in the validityLeased Premises, so far until such time as applicable to it, Landlord shall have given its written consent for the resumption of any such Legal Requirement, provided that work. If such contest shall not result in disturbance results from a suspension of operations of the Facility. Notwithstanding the foregoing, howeverjurisdictional dispute between unions, Tenant shall be obligated to promptly take all legal steps to have the pickets removed. If such pickets are not be deemed removed within three (3) days, Landlord shall have the right to terminate the construction work in the Leased Premises. Tenant shall have no claim for damages of any nature against Landlord in connection with Landlord's remedies provided herein.
(h) Tenant shall pay before delinquency all license or permit fees and charges of a similar nature for the conduct of any business in the Leased Premises.
(i) Tenant shall store and/or stock in the Leased Premises only such merchandise as Tenant is permitted to offer for sale in the Leased Premises pursuant to this lease.
(j) Tenant shall not perform any act or carry on any practice which may damage, mar or deface the Property.
(k) Tenant shall not place a load on any floor in the interior delivery system, if any, or in the Leased Premises, or in any area of the Building, exceeding the floor load which such floor was designed to carry, nor shall Tenant install, operate or maintain therein any heavy item or equipment except in such manner as to achieve a proper distribution of weight.
(l) Tenant shall not install, operate or maintain in the Leased Premises or in any other area of the Building any electrical equipment which does not bear underwriter's approval, or which would overload the electrical system or any part thereof beyond its capacity for proper and safe operation as reasonably determined by Landlord, and unless the same is performed by a licensed electrical engineer or contractor.
(m) Tenant shall not suffer, allow or permit any vibration, noise, light, odor or other effect to emanate from the Leased Premises, or from any machine or other installation therein, or otherwise suffer, allow or permit the same to constitute a nuisance or otherwise interfere with the safety, comfort or convenience of Landlord or any of the other occupants of the Building or their customers, agents or invitees or any others lawfully in or upon the Property. Upon notice by Landlord to Tenant that any of the aforesaid is occurring, Tenant agrees to forthwith remove or control the same.
(n) Tenant shall not store, display, sell, or distribute any alcoholic beverages (other than beer and wine coolers) or any dangerous materials (including, without limitation, fireworks) unless specifically permitted by this lease.
(o) Tenant shall not use or occupy the Leased Premises or do or permit anything to be done thereon in breach any manner which shall prevent Landlord and/or Tenant from obtaining at standard rates any insurance required or desired, or which would invalidate or increase the cost to Landlord of any existing insurance, or which might cause structural injury to Building, or which would constitute a public or private nuisance or which would violate any present or future laws, regulations, ordinances or requirements (ordinary or extraordinary, foreseen or unforeseen) of the covenant contained federal, state or municipal governments, or of any department, subdivisions, bureaus or offices thereof, or of any other governmental public or quasi--public authorities now existing or hereafter created having jurisdiction in this clause the Leased Premises or the Property.
(dp) if Tenant’s failure All roof penetrations required by Tenant shall be performed by a roofing contractor reasonably acceptable to so comply is the result of a failure by Management Company to comply with any of its obligations under this AgreementLandlord.
Appears in 1 contract
Additional Covenants of Tenant. In addition to the other covenants and representations of Tenant herein and in this Lease, Tenant hereby makes the additional covenants set forth in this Sectioncovenants, which are material covenants acknowledges and upon which Management Company relies as an inducement to enter into this Agreementagrees that Tenant shall:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for the performance Not guaranty any obligation of its services hereunder and will permit Management Company to examine and copy any data Person, except guarantees in the possession or control ordinary course of Tenant’s Golf Operating Business. Notwithstanding the foregoing, Tenant affecting Management Company and/or operation shall have the right, upon the prior written consent of CIP, which consent shall be determined in CIP’s sole discretion, to guaranty the Facility and will obligations of a Person, which guaranty is not otherwise in every way cooperate with Management Company to enable Management Company to perform its services hereunderthe ordinary course of Tenant’s Golf Operating Business.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company Pay or cause to be necessary or paid all lawful and proper to be executed by Tenant in connection with the Facility, subject to the limitations in this Agreement claims for labor and rents with respect to the Budget and other rights Leased Property in the ordinary course of Tenant’s Business.
(c) Tenant acknowledges that Management Company retains Pay or cause to be paid all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company payables in the performance ordinary course of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Facility), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Company.
(d) Tenant shall comply with all Legal Requirements which are applicable to Tenant provided that Tenant, at its sole expense and without cost to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoing’s business; provided, however, Tenant shall not be deemed obligated to pay or cause to be paid any trade payables to which Tenant legitimately and in breach good faith objects pending resolution of such objection, provided that Tenant shall indemnify and hold Landlord harmless from and against any claim, loss, cost, liability or expense in connection with the covenant contained in this clause same.
(d) if Not declare, order, pay or make, directly or indirectly, any distribution or any payments to any members or Affiliated Persons as to Tenant (including payments in the ordinary course of business and payments pursuant to any management agreements with any such Affiliate), or set apart any sum of property therefor, or agree to do so, if, at the time of such proposed action or immediately after giving effect thereto, any Event of Default shall exist.
(e) Except as otherwise permitted by this Lease, not sell, lease (as lessor or sublessor), transfer or otherwise dispose of or abandon, all or any material portion of its assets utilized in the Business to any Person, or sell, lease, transfer or otherwise dispose of or abandon any of the P&E; provided, however, Tenant may dispose of portions of the P&E which have become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility have been provided.
(f) Provide and maintain throughout the Term, all Tenant’s failure Personal Property, the P&E and any P&E Replacements as shall be necessary in order to so comply is operate the result Leased Property in compliance with applicable legal requirements and insurance requirements and otherwise in accordance with customary practice in the industry for the Permitted Use; provided, however, Landlord and Tenant hereby acknowledge and agree that Tenant shall be permitted to maintain and use Tenant’s Personal Property in connection with the operation of a failure the Affiliated Leased Properties, provided that such maintenance and use does not adversely affect the compliance of the Leased Property as set forth above. If, from and after the date of the Original Lease, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall use best efforts to require that any agreement permitting such use to provide that Landlord may assume Tenant’s rights and obligations under such agreement upon the termination of this Lease and any assumption of management or operation of the Leased Property by Management Company to comply Landlord or its designee.
(g) Not, except as approved in writing by Landlord or otherwise in accordance with industry practice or the ordinary course of Tenant’s business, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, divert or attempt to divert any business or customer of its obligations under this Agreementthe Leased Property to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the good will associated with the Landlord or the Leased Property.
Appears in 1 contract
Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement agrees to enter into this Agreementcomply with, and to cause its employees, agents, clients, customers, invitees and guests to comply with, the following provisions:
(a) Tenant will cooperate with Management Company Any sign, lettering, picture, notice, or advertisement installed within the Premises or on the Property shall be installed at Tenant’s expense and in every reasonable respect and will furnish Management Company compliance with all information required by it for the performance of its services hereunder and will permit Management Company to examine and copy Laws. Without obtaining Landlord’s prior, written consent (which consent may be withheld in Landlord’s sole discretion) no sign, lettering, picture, notice or advertisement may be placed on any data in the possession or control of Tenant affecting Management Company and/or operation portion of the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunderPremises which is visible from outside the Premises or on any portion of the Property.
(b) Tenant will examine documents submitted shall not advertise the business, profession or activities of Tenant in any manner which violates the letter or spirit of any code of ethics adopted by Management Company and render decisions any recognized association or organization pertaining thereto, when requiredor use the name of the Building or the business park in which the Building is located for any purpose other than for identifying Tenant’s business address, promptly to avoid unreasonable delay or use any picture or likeness of the Building in the progress of Management Companyany letterheads, envelopes, circulars, notices, advertisements, containers or wrapping material, without Landlord’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company to be necessary or proper to be executed by Tenant prior consent in connection with the Facility, subject to the limitations in this Agreement with respect to the Budget and other rights of Tenantwriting.
(c) Except with respect to satellite or other communication dishes or antennas as may be permitted by applicable Laws and the Park Covenants (as defined below) and as are installed: (i) in locations on the roof of the Building specified by Landlord; (ii) subject to Landlord’s reasonable size restrictions, utility and structural load requirements and screening criteria; (iii) with the use of Landlord’s roofing contractor; and (iv) subject to other reasonable requirements relating to any warranty, guaranty or service contract applicable to the roof of the Building, Tenant acknowledges that Management Company retains all ownership and shall not place any radio or television antenna on the roof of the Building or on any other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in part of the performance of its services hereunder (Property other than inside the Premises, or operate or permit to be operated any trademarksmusical or sound producing instrument or device inside or outside the Premises that may be heard outside the Premises. Tenant shall not make noises, trade names cause disturbances or vibrations or use or operate any electrical or electronic devices or other intellectual property acquired by Tenant devices that emit sound or Landlord in connection other waves or disturbances, or create odors, any of which may be offensive to other tenants and occupants of the Building or that would interfere with the acquisition operation of any device or equipment or radio or television broadcasting or reception from or within the Facility), and nothing contained in this Agreement shall be construed as a license Building or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Companyelsewhere.
(d) Tenant shall not obstruct sidewalks, roadways, Parking Areas or entrances in and about the Property. Tenant shall not place objects against doors or windows that would be unsightly from the exterior of the Building, and will promptly remove same upon notice from Landlord. Tenant shall store and dispose of refuse as directed by Landlord, including, without limitation, storing and disposing of all refuse, in a neat and clean condition so as not to be visible to members of the public and so as not to create any health or fire hazard.
(e) Tenant shall not make any room-to-room canvass to solicit business from other tenants in the Building and shall not exhibit, sell or offer to sell, use, rent or exchange any item or service in or from the Premises.
(f) Tenant shall not waste electricity or water and agrees to cooperate fully with Landlord to assure the most effective operation of the Building’s heating and air conditioning systems, and shall not adjust any controls other than room thermostats installed for Tenant’s use or take any action which could jeopardize the warranties covering the heating, ventilating or air conditioning systems. Tenant shall comply with all Legal Requirements programs instituted by Landlord under applicable federal, state or local energy conservation standards or other governmental requirements or directives (whether mandatory or voluntary).
(g) Door keys for doors in the Premises will be furnished on the Commencement Date by Landlord. Tenant shall not affix additional locks on doors and shall purchase duplicate keys only from Landlord. At the end of the Term or earlier termination of the Lease or upon a termination of Tenant’s right of possession, Tenant shall return all keys to Landlord and will disclose to Landlord the combination of any safes, cabinets or vaults left in the Premises in accordance with the terms and conditions of this Lease.
(h) Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage, which are includes keeping doors locked and other means of entry to the Premises closed and secured. In addition, the parties acknowledge that safety and security devices, services and programs provided by Landlord, if any, while intended to deter crime and ensure safety, may not in given instances prevent theft or other criminal acts, or ensure safety of persons or property. The risk that any safety or security device, service or program may not be effective, or may malfunction, or be circumvented by a criminal, is assumed by Tenant with respect to Tenant’s property and interests, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses. Tenant agrees to cooperate in any reasonable safety or security program developed by Landlord or required by applicable Laws.
(i) Peddlers, solicitors and beggars shall be reported promptly to Landlord.
(j) Tenant shall not install or operate machinery or any mechanical devices of a nature not directly related to Tenant’s permitted use of the Premises.
(k) Tenant shall comply with all covenants, conditions and restrictions of record encumbering or relating to the Property or any portion of either thereof (including, without limitation, any declaration of covenants, conditions, restrictions and easements encumbering the Park in which the Property is located) (the “Park Covenants”), and with all rules and regulations issued from time to time by Landlord or the Association.
(l) Tenant will not in any manner deface or injure the Property or any part of either thereof or overload the floors of the Premises.
(m) Tenant will not use the Premises for lodging or sleeping purposes or for any immoral or illegal purposes.
(n) Tenant shall not at any time manufacture or sell, and shall not at any time permit the manufacture or sale of any spirituous, fermented, intoxicating or alcoholic liquors on the Premises or the Property. If Tenant desires to permit the use of alcoholic beverages on the Premises, it may do so only in connection with social events not generally open to the public conducted by Tenant wholly within the Premises, provided that (i) such events shall be in the ordinary course of Tenant’s business and shall not involve the sale of any food or beverages, at its sole expense (ii) such events shall not violate any Laws, Park Covenants or other provisions of this Lease, and without cost shall in no event unreasonably disturb or bother other tenants or occupants of the Building, and (iii) Tenant shall in all cases obtain, or maintain in full force and effect full liquor liability insurance in the amount of Tenant’s insurance as required under Section 18.2(a) and otherwise in accordance with Section 18.1, Section 18.2 and Section 18.3.
(o) In no event shall Tenant permit on the Property flammables or explosives or any other article of an intrinsically dangerous nature. If by reason of Tenant’s failure to Management Companycomply with the provisions of this Subsection, any insurance coverage is jeopardized or insurance premiums are increased, in addition to all other rights and remedies available to Landlord upon a default by Tenant under this Lease, Landlord shall have the right to contest by proper legal proceedings the validity, so far as applicable require Tenant to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations make immediate payment of the Facility. Notwithstanding the foregoingincreased insurance premium, however, if any.
(p) Tenant shall not be deemed to be in breach introduce, use, handle, generate, treat, transport, store or dispose of, or permit the introduction, use, handling, generation, treatment, transportation, storage or disposal of any Hazardous Materials (as defined below) in, on, under, to, from, around or about the covenant Premises, the Building or the Property, except for Hazardous Materials contained in this clause products which are reasonably and customarily used in general office uses, such as photocopy machine solutions and cleaning solvents, as long as such Hazardous Materials are only used in compliance with all Laws (d) if Tenant’s failure to so comply is without the result of a failure by Management Company to comply with any of its obligations under this Agreement.need
Appears in 1 contract
Samples: Lease Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)
Additional Covenants of Tenant. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement to enter into this Agreement:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for the performance of its services hereunder and will permit Management Company to examine and copy any data in the possession or control of Tenant affecting Management Company and/or operation of the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunder.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be reasonably deemed by Management Company to be necessary or proper to be executed by Tenant in connection with the Facility, subject to the limitations in this Agreement with respect to the Budget and other rights of Tenant.
(c) Tenant acknowledges that Management Company retains all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in the performance of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Facility), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Company. For the avoidance of doubt, this Section does not apply to the Employee Training Plan, excluding policy and procedure manuals of Management Company.
(d) Tenant shall comply with all Legal Requirements which are applicable to Tenant provided that Tenant, at its sole expense and without cost to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoing, however, Tenant shall not be deemed to be in breach of the covenant contained in this clause (d) if Tenant’s failure to so comply is the result of a failure by Management Company to comply with any of its obligations under this Agreement.
Appears in 1 contract
Samples: Management Services Agreement (CNL Healthcare Properties II, Inc.)
Additional Covenants of Tenant. Tenant's use of the Leased Premises and the common areas shall be subject at all times during the Term to reasonable rules and regulations adopted by Landlord not in conflict with any of the express provisions hereof governing the use of the parking areas, malls walks, driveways, passageways, signs, exteriors of building, lighting and other matters affected other tenants in and the general management and appearance of the Shopping Center. Tenant hereby makes the additional covenants set forth in this Section, which are material covenants agrees to comply with all such rules and regulations upon which Management Company relies notice to Tenant from Landlord Tenant expressly agrees as an inducement to enter into this Agreementfollows:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for All deliveries to or from the performance of its services hereunder and will permit Management Company to examine and copy any data Leased Premises shall be done only at such times, in the possession or control of Tenant affecting Management Company and/or operation of areas and through the Facility and will in every way cooperate with Management Company to enable Management Company to perform its services hereunderentrances designated for such purposes by Landlord.
(b) Tenant will examine documents submitted by Management Company All garbage and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay refuse shall be kept inside the Leased Premises in the progress kind of Management Company’s workcontainer specified by Landlord, and shall be placed outside of the Leased Premises prepared for collection in the manner and at the times and places specified by Landlord. If Landlord shall provide or designate a service for picking up refuse and garbage, Tenant shall use same at Tenant's cost. Tenant agrees that it will not unreasonably fail to execute shall pay the cost of removal of any of Tenant's refuse and deliver garbage and maintain all applications and other documents that may be deemed by Management Company to be necessary or proper to be executed by Tenant common loading areas in connection with the Facility, subject a clean manner satisfactory to the limitations Landlord. If any part of the Tenant's business shall consist of the preparation and/or sale of food, including without limitation the operation of a restaurant, snack shop or food market, Tenant shall provide refrigerated garbage containers at Tenant's expenses for the disposal of food scraps and refuse. Tenant shall use any trash compactor Landlord provides for the general use of Tenant or tenants in this Agreement with respect to a designated area of the Budget and other rights of TenantShopping Center.
(c) Tenant acknowledges that Management Company retains all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company in the performance of its services hereunder (other than any trademarks, trade names No radio or television aerial or other intellectual property acquired by Tenant device shall be erected on the roof or Landlord in connection with the acquisition exterior walls of the Facility), and nothing contained Leased Premises or the building in this Agreement which the Leased Premises are located without first obtaining in each instance the Landlord's consent in writing. Any aerial or device installed without such written consent shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Companysubject to removal at Tenant's expense without notice at any time.
(d) No loud speakers, televisions, phonographs, radios, tape players or other devices shall be used in a manner so as to be heard or seen outside of the Leased Premises without the prior written consent of Landlord, nor shall Tenant solicit business or distribute advertising or promotional material in the common areas.
(e) The plumbing facilities shall comply not be used for any other purpose than that for which they are constructed; no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by Tenant. All grease traps, if any, shall be installed and maintained in accordance with all Legal Requirements which are applicable to law and in accordance with Landlord's requirements.
(f) Tenant provided that Tenant, at its sole expense shall contract for termite and without cost pest extermination services covering the Leased premises, to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoing, however, be rendered semimonthly.
(g) Tenant shall not burn any trash or garbage of any kind in the Leased Premises, the Shopping Center or within three (3) miles of Shopping Center.
(h) Tenant shall keep and maintain the Leased Premises (including, without limitation, exterior and interior portions of all windows, doors and all other glass) in a neat and clean condition.
(i) Tenant at its expense shall participate in any reasonable window cleaning program that may be deemed established by Landlord for all or substantially all other stores in the Shopping Center.
(j) Tenant shall take no action which would violate Landlord's labor contracts, if any, affecting the Shopping Center, nor create any work stoppage, picketing, labor disruptions or dispute, or any interference with the business of Landlord or any other Tenant or occupant in the Shopping Center or with the rights and privileges of any customer or either person(s) lawfully in and upon said Shopping Center, nor shall Tenant cause any impairment or reduction of the good will of the Shopping Center.
(k) Tenant shall pay before delinquency all license or permit fees and charges of a similar nature for the conduct of any business in the Leased Premises.
(m) Tenant shall store and/or stock in the Leased Premises only such merchandise Tenant is permitted to offer for sale in the Leased Premises pursuant to the Lease.
(n) Tenant shall not conduct or permit any fire, bankruptcy, auction or "going out of business" sale (whether real or fictitious) in the Leased Premises, or utilize any unethical method of business operation.
(o) Tenant shall not perform any act or carry on any practice which may damage mar or deface the Leased Premises or any other part of the Shopping Center.
(p) Tenant shall not use any forklift truck, tow truck or any other powered machine for handling freight in the Shopping Center except in such manner and in those areas in the Shopping Center as may be approved by Landlord in writing. All such equipment shall have rubber wheels only.
(q) Tenant shall not place a load on any floor in the interior delivery system, if any, or in the Leased Premises, or in any area of the Shopping Center exceeding the floor load which such floor was designed to carry, nor shall Tenant install, operate or maintain therein any heave item or equipment except in such manner as to achieve a proper distribution of weight.
(r) Tenant shall not install, operate or maintain in the Leased Premises or in any other area of the Shopping Center any electrical equipment which does not bear underwriter's approval, or which would overload the electrical system or any part hereof beyond its capacity for proper and safe operation as determined by the Landlord.
(s) Tenant shall not suffer, allow or permit any vibration, noise, light, odor or other effect to emanate from the Leased Premises, or from any machine or other installation therein, or otherwise suffer, allow or permit the same to constitute a nuisance or otherwise interfere with the safety, comfort and convenience of Landlord or any of the other occupants of the Shopping Center or their customers, agents or invitees or any others lawfully in or upon the Shopping Center. Upon notice by Landlord to Tenant that any of the aforesaid is occurring, Tenant agrees to forthwith remove or control the same.
(t) Tenant shall not use or occupy the Leased Premises in any manner or for any purpose which would injure the reputation or impair the present or future value of the Leased Premises the Shopping Center and/or the neighborhood in which the Shopping Center is located.
(u) Tenant shall not store, display, sell or distribute any alcoholic beverage or any dangerous materials (including without limitation fireworks) unless specifically permitted in this Lease.
(v) Tenant shall not use or occupy the Leased Premises or do or permit anything to be done thereon in breach any manner which shall prevent Landlord and/or Tenant from obtaining at standard rates any insurance required or desired, or which would invalidate or increase the cost to Landlord of any existing insurance, or which might cause structural injury to any building, or which would constitute a public or private nuisance or which would violate any present or future laws, regulations, ordinances or requirements (ordinary or extraordinary foreseen or unforeseen) of the covenant contained federal state or municipal governments or of any department, subdivisions, bureaus or of offices thereof, or of any other governmental public or quasi-public authorities now existing or hereafter created having jurisdiction in this clause the Leased Premises or the Shopping Center or which they form a part.
(dw) if Tenant shall not operate on the Leased Premises or in any part of the Shopping Center any coin or token operated vending machine or similar device (including, without limitation, pay telephone, pay lockers, pay toilets, scales, amusement devices and machines for the sale of beverages, foods, candy, cigarettes or other merchandise and/or commodities), except for the sole and exclusive use of Tenant’s failure to so comply is 's employees.
(x) Tenant shall conduct no business related activity in the result of a failure Common Area.
(y) Tenant and its employees shall park in the employee parking areas as designated by Management Company to comply with any of its obligations under this AgreementLandlord.
Appears in 1 contract
Additional Covenants of Tenant. In addition to the other covenants and representations of Tenant herein and in this Lease, Tenant hereby makes the additional covenants set forth in this Sectioncovenants, which are material covenants acknowledges and upon which Management Company relies as an inducement to enter into this Agreementagrees that Tenant shall:
(a) Tenant will cooperate with Management Company in every reasonable respect and will furnish Management Company with all information required by it for the performance Not guaranty any obligation of its services hereunder and will permit Management Company to examine and copy any data Person, except guarantees in the possession or control ordinary course of Tenant’s Golf Operating Business. Notwithstanding the foregoing, Tenant affecting Management Company and/or operation shall have the right, upon the prior written consent of CLP Partners, which consent shall be determined in CLP Partners’ sole discretion, to guaranty the Facility and will obligations of a Person, which guaranty is not otherwise in every way cooperate with Management Company to enable Management Company to perform its services hereunderthe ordinary course of Tenant’s Golf Operating Business.
(b) Tenant will examine documents submitted by Management Company and render decisions pertaining thereto, when required, promptly to avoid unreasonable delay in the progress of Management Company’s work. Tenant agrees that it will not unreasonably fail to execute and deliver all applications and other documents that may be deemed by Management Company Pay or cause to be necessary or paid all lawful and proper to be executed by Tenant in connection with the Facility, subject to the limitations in this Agreement claims for labor and rents with respect to the Budget and other rights Leased Property in the ordinary course of Tenant’s Business.
(c) Tenant acknowledges that Management Company retains Pay or cause to be paid all ownership and other rights in all proprietary systems, manuals, materials, trade names, branding and other information, in whatever form, developed by Management Company payables in the performance ordinary course of its services hereunder (other than any trademarks, trade names or other intellectual property acquired by Tenant or Landlord in connection with the acquisition of the Facility), and nothing contained in this Agreement shall be construed as a license or transfer of such information either during the Term or thereafter. Upon termination of this Agreement all such proprietary systems manuals, materials and other information in whatever form shall be removed from the Facility by Management Company.
(d) Tenant shall comply with all Legal Requirements which are applicable to Tenant provided that Tenant, at its sole expense and without cost to Management Company, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided that such contest shall not result in a suspension of operations of the Facility. Notwithstanding the foregoing’s Business; provided, however, Tenant shall not be deemed obligated to pay or cause to be paid any trade payables to which Tenant legitimately and in breach good faith objects pending resolution of such objection, provided that Tenant shall indemnify and hold Landlord harmless from and against any claim, loss, cost, liability or expense in connection with the covenant contained in this clause same.
(d) if Not declare, order, pay or make, directly or indirectly, any distribution or any payments to any members or Affiliates as to Tenant (including payments in the ordinary course of business and payments pursuant to any management agreements with any such Affiliate), or set apart any sum of property therefor, or agree to do so, if, at the time of such proposed action or immediately after giving effect thereto, any Event of Default shall exist.
(e) Except as otherwise permitted by this Lease, not sell, lease (as lessor or sublessor), transfer or otherwise dispose of or abandon, all or any material portion of its assets utilized in the Business to any Person, or sell, lease, transfer or otherwise dispose of or abandon any of the P&E; provided, however, Tenant may dispose of portions of the P&E which have become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility have been provided.
(f) Provide and maintain throughout the Term, all Tenant’s failure Personal Property, the P&E and any P&E Replacements as shall be necessary in order to so comply is operate the result Leased Property in compliance with applicable legal requirements and insurance requirements and otherwise in accordance with customary practice in the industry for the Permitted Use; provided, however, Landlord and Tenant hereby acknowledge and agree that Tenant shall be permitted to maintain and use Tenant’s Personal Property in connection with the operation of a failure the Affiliated Leased Properties, provided that such maintenance and use does not adversely affect the compliance of the Leased Property as set forth above. If, from and after the date of the Original Lease, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall use best efforts to require that any agreement permitting such use to provide that Landlord may assume Tenant’s rights and obligations under such agreement upon the termination of this Lease and any assumption of management or operation of the Leased Property by Management Company to comply Landlord or its designee.
(g) Not, except as approved in writing by Landlord or otherwise in accordance with industry practice or the ordinary course of Tenant’s business, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, divert or attempt to divert any business or customer of its obligations under this Agreementthe Leased Property to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the good will associated with Landlord or the Leased Property.
Appears in 1 contract
