Grant and Term. 1.1 Landlord, for and in consideration of the rents herein reserved and the covenants and agreements herein contained which are to be performed by Tenant, hereby leases to Tenant, and Tenant hereby leases from Landlord, the real estate and improvements thereon commonly known as 0000 000xx Xxxxxx, Xxxx Xxxxxxx, Xxxx 00000 and more particularly described on Exhibit A attached hereto and made a part hereof, together with all rights, privileges and appurtenances thereto (collectively the "Demised Premises"). 1.2 Subject to the terms and provisions of Section 1.3 hereof, this Lease shall commence on the Commencement Date (as hereinafter defined) and expire on October 31, 2009 (the "Expiration Date"), unless sooner terminated or extended as hereinafter provided. 1.3 Reference is made to that certain Stock Purchase Agreement, dated as of October 23, 2002, by and between the stockholders of Wolf Packaging, Inc. ("Sellers"), as sellers, and Tenant, as buyer (the "Stock Purchase Agreement"). This Lease is contingent upon Tenant acquiring all of the outstanding capital stock of Wolf Packaging, Inc. pursuant to the Stock Purchase Agreement, and the commencement date (the "Commencement Date") shall be the date of the closing of the sale contemplated thereby (the "Closing"). Landlord shall be required to deliver possession of the Demised Premises to Tenant at the Closing. 1.4 So long as Tenant is not in default under the covenants and agreements of this Lease, Tenant's quiet and peaceable enjoyment of the Demised Premises shall not be disturbed or interfered with by Landlord or by any person claiming by, through or under Landlord. 1.5 So long as Tenant is not in default in any material respect under the covenants and agreements of this Lease, Tenant shall have the right to extend this Lease for two (2) additional terms of five (5) years each (respectively, the "First Extended Term" and the "Second Extended Term"), upon the terms and conditions contained herein. Tenant shall give Landlord notice of its intent to extend at least one hundred and twenty (120) days prior to the expiration of the previous term.
Appears in 1 contract
Samples: Lease (Packaging Dynamics Corp)
Grant and Term. 1.1 Landlord2.1 UA hereby grants VIREXX an exclusive, for royalty-bearing license in the TERRITORY to practice the LICENSED TECHNOLOGY and in consideration to make, develop, use, import, offer to sell, sell, market and distribute and have made, developed, used, imported, offered to sell, sold, marketed and distributed LICENSED PRODUCT(S), until the end of the rents herein reserved and term of the covenants and agreements herein contained last registered patent, at which are to be performed by Tenanttime the license shall become a perpetual, hereby leases to Tenantfully-paid up, and Tenant hereby leases from Landlordroyalty-free license, the real estate and improvements thereon commonly known as 0000 000xx Xxxxxx, Xxxx Xxxxxxx, Xxxx 00000 and more particularly described on Exhibit A attached hereto and made a part hereof, together with all rights, privileges and appurtenances thereto (collectively the "Demised Premises").
1.2 Subject unless this AGREEMENT is sooner terminated according to the terms and provisions of Section 1.3 hereof, defined in article 15 in this Lease shall commence on the Commencement Date (as hereinafter defined) and expire on October 31, 2009 (the "Expiration Date"), unless sooner terminated or extended as hereinafter providedAGREEMENT.
1.3 Reference is made 2.2 UA reserves the right to that certain Stock Purchase Agreement, dated as of October 23, 2002, by practice under the LICENSED TECHNOLOGY and between to use the stockholders of Wolf Packaging, Inc. ("Sellers"), as sellers, LICENSED TECHNOLOGY for its own non-commercial research purposes and Tenant, as buyer (the "Stock Purchase Agreement"). This Lease is contingent upon Tenant acquiring all of the outstanding capital stock of Wolf Packaging, Inc. pursuant to the Stock Purchase Agreement, and the commencement date (the "Commencement Date") shall be the date of the closing of the sale contemplated thereby (the "Closing"). Landlord shall be required to deliver possession of the Demised Premises to Tenant at the Closingin cooperation with other non-commercial research centers.
1.4 So long as Tenant is not in default under the covenants and agreements of this Lease, Tenant's quiet and peaceable enjoyment of the Demised Premises shall not be disturbed or interfered with by Landlord or by any person claiming by, through or under Landlord.
1.5 So long as Tenant is not in default in any material respect under the covenants and agreements of this Lease, Tenant 2.3 VIREXX shall have the right to extend enter into sublicensing agreements for the rights, privileges and licenses granted in this Lease for two (2) additional AGREEMENT but only with the prior written consent of UA. Such consent by UA shall not be unreasonably withheld. Upon any termination of this AGREEMENT, SUBLICENSEE’s rights shall also terminate, subject to section 15.5 in this AGREEMENT.
2.4 Any sublicenses granted by VIREXX shall be personal to the SUBLICENSEE and shall not be assignable or further sublicensed without the prior written consent of UA. Such consent by UA shall not be unreasonably withheld. VIREXX further agrees that any sublicenses granted by it shall provide that the obligations to UA be consistent with the terms of five (5) years each (respectivelythis AGREEMENT.
2.5 VIREXX shall forward to UA a copy of any and all sublicense agreements, amendments and novations thereto within 30 days after execution by the "First Extended Term" parties.
2.6 VIREXX shall not receive from SUBLICENSEE anything in lieu of cash payments in consideration for any sublicense under this AGREEMENT without the express prior written consent of UA. Such consent by UA shall not be unreasonably withheld, provided that UA is entitled to such non-cash consideration according to section 4.1.3 in this AGREEMENT or, at UA’s election that same percentage of the fair market value of the non-cash consideration. VIREXX shall fully disclose to UA anything, including without limitation any share in profits, equity investment, or any other compensation or benefit, which VIREXX will receive in relation to any sublicense. Such disclosure shall include all documents and information necessary for full disclosure or as reasonably requested by UA. Any dispute between the "Second Extended Term")parties with respect to whether VIREXX will receive or is receiving any compensation or benefit not expressly permitted by UA and, upon the terms and conditions contained herein. Tenant shall give Landlord notice of its intent to extend at least one hundred and twenty (120) days prior correspondingly, whether UA is receiving fair compensation for such sublicense, or as to the expiration fair market value of the previous termsuch non-cash consideration shall be determined by arbitration as set forth in article 14.
2.7 The license granted hereunder shall not be construed to confer any rights upon VIREXX by implication, estoppel or otherwise as to any technology not specifically set forth in section 1.4, “LICENSED TECHNOLOGY” in this AGREEMENT.
Appears in 1 contract
Grant and Term. 1.1 I.1 Landlord, for and in consideration of the rents herein reserved and the covenants and agreements herein contained which are to be performed by Tenant, hereby leases to Tenant, and Tenant hereby leases from Landlord, the real estate and improvements thereon commonly known as 0000 000xx 1641 Xxxx Xxxxxxx Xxxxxx, Xxxx XxxxxxxXxxxxx, Xxxx Xxxxxxxxxx 00000 and xxx more particularly described on Exhibit A attached hereto and made a part hereof, together with all rights, privileges and appurtenances thereto (collectively the "Demised Premises").
1.2 I.2 Subject to the terms and provisions of Section 1.3 hereof, this Lease shall commence on the Commencement Date (as hereinafter defined) and expire on October 31April 30, 2009 2004 (the "Expiration Date"), unless sooner terminated or extended as hereinafter provided.
1.3 I.3 Reference is made to that certain Stock Assets Purchase Agreement, dated as of October 23April 16, 20021999, by and between the stockholders of Wolf PackagingPactuco, Inc. ("SellersPactuco"), as sellersseller, and Tenant, as buyer (the "Stock Assets Purchase Agreement"). This Lease is contingent upon Tenant acquiring all of the outstanding capital stock assets of Wolf Packaging, Inc. the plastic packaging business of Pactuco pursuant to the Stock Assets Purchase Agreement, and the commencement date (the "Commencement Date") shall be the date of the closing of the sale contemplated thereby (the "Closing"). Landlord shall be required to deliver possession of the Demised Premises to Tenant at the Closing.
1.4 I.4 So long as Tenant is not in default under the covenants and agreements of this Lease, Tenant's quiet and peaceable enjoyment of the Demised Premises shall not be disturbed or interfered with by Landlord or by any person claiming by, through or under Landlord.
1.5 I.5 So long as Tenant is not in default in any material respect under the covenants and agreements of this Lease, Tenant shall have the right to extend this Lease for two three (23) additional terms of five (5) years each (respectively, the "First Extended Term", the "Second Extended Term" and the "Second Third Extended Term"), upon the terms and conditions contained herein. Tenant shall give Landlord notice of its intent to extend at least one hundred and twenty (120) days prior to the expiration of the previous term.
Appears in 1 contract
Samples: Lease (Ivex Packaging Corp /De/)
Grant and Term. 1.1 Landlord, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained which are to be performed by Tenant, hereby leases to Tenant, and Tenant hereby leases from Landlord, the real estate and improvements thereon commonly known as 0000 000xx 250 Xxxxxx Xxxxxx, Xxxxxx, Xxxx Xxxxxxx00000 (xxe "Real Estate"), Xxxx 00000 together with the easement created by that certain Easement granted by Robexx Xxxxxx, Xxc. in favor of Landlord, dated December 18, 1963, recorded in Lorain County on January 6, 1964, in Deed Volume 864, Page 513, and more particularly described on known as Recorder's File No. 644175 (the "Easement"), a legal description of the Real Estate and the Easement are attached hereto as Exhibit A attached hereto and made a part hereofhereof by this reference, together with all rights, privileges and appurtenances thereto (together with the Real Estate and the Easement, collectively hereinafter called the "Demised Premises").
1.2 Subject to the terms and provisions of Section 1.3 hereof, this Lease shall commence on the Commencement Date (as hereinafter defined) and expire on October 31September 11, 2009 1996 (the "Expiration Commencement Date") and terminating on September 30, 2001 (the "Termination Date"), unless sooner terminated or extended as hereinafter provided.
1.3 Reference This Lease is made contingent upon Tenant acquiring the assets of Trio Products, Inc. ("Trio"), and the term hereof shall commence on the date of the closing (the "Closing") of the transaction between Tenant and Trio pursuant to that certain Stock Asset Purchase Agreement, Agreement dated as of October 23September 11, 20021996, by and between the stockholders of Wolf Packaging, Inc. ("Sellers")Trio, as sellersseller, and Tenant, as buyer (the "Stock Asset Purchase Agreement"). This Lease is contingent upon Tenant acquiring all of the outstanding capital stock of Wolf Packaging, Inc. pursuant to the Stock Purchase Agreement, and the commencement date (the "Commencement Date") shall be the date of the closing of the sale contemplated thereby (the "Closing"). Landlord shall be required to deliver possession of the Demised Premises to Tenant at the Closing.
1.4 So long as Tenant is not in default under the covenants and agreements of this Lease, Tenant's quiet and peaceable enjoyment of the Demised Premises shall not be disturbed or interfered with by Landlord or by any person claiming by, through or under Landlord.
1.5 So long as Tenant is not in default in any material respect under the covenants and agreements of this Lease, Tenant shall have the right to extend renew this Lease for two (2) an additional terms term of five (5) years each (respectively, the "First Extended Term" and the "Second Extended Term")years, upon the same terms and conditions contained hereinherein (except Rent and this renewal option). Rent during such renewal period shall be calculated by multiplying the Rent (as hereinafter defined) by an escalation factor, which escalation factor shall be calculated by subtracting the Revised Consumers Price Index for Urban Wage Earners and Clerical Workers indicated in the column for the City of Cleveland entitled "all items" published by the Bureau of Labor Statistics of the United States Department of Labor for July, 1996 from the same Consumer Price Index for June, 2001. The difference shall be added to or subtracted from, as the case may be, the number one (1), which sum shall be the escalation factor. The new Rent so calculated shall be payable in sixty (60) equal monthly installments. Tenant shall give Landlord notice of its intent to extend renew at least one hundred and twenty (120) days prior to the expiration of the previous original term.
Appears in 1 contract
Samples: Lease (Ivex Packaging Corp /De/)