Lessee and Lessor each represents and warrants to the other that neither has had any dealings with any person, firm, broker or finder (other than the person(s), if any, whose names are set forth in paragraph 15(a), above) in connection with the negotiation of this Lease and/or the consummation of the transaction contemplated hereby, and no other broker or other person, firm or entity is entitled to any commission or finder's fee in connection with said transaction and Lessee and Lessor do each hereby indemnify and hold the other harmless from and against any costs, expenses, attorneys" fees or liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying party.
Lessee and Lessor expressly acknowledge that Delivery of the Aircraft to Lessee is subject to and conditioned upon delivery of the Aircraft by Present Lessee to Lessor. Lessor will not be liable for any loss or expense, or any loss of profit, arising from any delay or failure in Delivery to Lessee unless such delay or failure arises as a direct consequence of the gross negligence or wilful default of Lessor, and in no event will Lessor be liable for any delay or failure that is caused by any failure, breach or delay on the part of Present Lessee.
Lessee and Lessor acknowledge the existence of environmental laws, rules and regulations, including but not limited to the provisions of ECRA, as hereinafter defined. Lessee and Lessor shall comply with any and all such laws, rules and regulations. Lessee represents to Lessor that Lessee's Standard Industrial Classification (SIC) Number as designated in the Standard Industrial Classification Manual prepared by the Office of Management and Budget in the Executive Office of the President of the United States will not subject the Premises to ECRA applicability. Any change by Lessee to an operation with an SIC Number subject to ECRA shall require Lessor's written consent. Any such proposed change shall be sent in writing to Lessor sixty (60) days prior to the proposed change. Lessor, at its sole option, may deny consent. Lessee's SIC code number is 7373. Lessee hereby agrees to execute such documents as Lessor reasonably deems necessary and to make such applications as Lessor reasonably requires to assure compliance with ECRA. Lessee shall bear all costs and expenses incurred by Lessor associated with any required ECRA compliance resulting from Lessee's use of the Demised Premises including but not limited to state agency fees, engineering fees, clean-up costs, filing fees and suretyship expenses. As used in this Lease, ECRA compliance shall include applications for determinations of nonapplicability by the appropriate governmental authority. The foregoing undertaking shall survive the termination or sooner expiration of the Lease and surrender of the Demised Premises and shall also survive sale, or lease or assignment of the Demised Premises by Lessor. Lessee agrees to indemnify and hold Lessor harmless from any violation of ECRA occasioned by Lessee's use of the Demised Premises. The Lessee shall immediately provide the lessor with copies of all correspondence, reports, notices, orders, findings, declarations and other materials pertinent to the Lessee's compliance and the requirements of the New Jersey Department of Environmental Protection and Energy ("NJDEPE") under ECRA as they are issued or received by the Lessee. Lessee agrees not to generate, store, manufacture, refine, transport, treat, dispose of, or otherwise permit to be present on or about the Premises, and Hazardous Substances. As used herein, Hazardous Substances shall be defined as any "hazardous chemical," "hazardous substance" or similar term as defined in the Comprehensive Environmental Responsibility Compen...
Lessee and Lessor each represents and warrants to the other that no broker brought about this transaction except Strategic Alliance Partners, LLC, and each party agrees to indemnify, defend and hold the other harmless from any and all claims of any broker claiming to have dealt with such party arising out of or in connection with negotiations of, or entering into of, this Agreement.
Lessee and Lessor agree to and shall keep confidential this Lease and the terms hereof, all Aircraft Documents and other data or materials relating to the Aircraft supplied to Lessee by Lessor, or at the request of Lessor, hereunder and will not disclose, transfer or otherwise impart any such information to any other Person, except (i) as may be required by Law or pursuant to any litigation, (ii) to its affiliates, permitted assigns, officers, executives, employees and agents, (iii) to its financial, accounting or legal advisors who are under a duty to or agree to hold such information confidential, or (iv) with respect to any information which is generally available to the public at the time of disclosure.
Lessee and Lessor acknowledge that at Closing, the area intended to be used by Lessee for the storage of hazardous substances (Storage Areas A and B on Exhibit B) may not be ready for immediate use. Lessor hereby temporarily grants Lessee a limited right to the use of Storage Area C under the following conditions:
(a) Lessee shall comply with all federal, state and local Environmental Laws, as well as with Lessor's procedures and policies, applicable to the handling and storage of hazardous materials in Storage Area C. Lessee shall, at its sole cost and expense, arrange for the proper disposal of all of its hazardous wastes under its own United States Environmental Protection Identification Number.
(b) the indemnification rights in Section 19.3 hereof shall apply to Lessee's and Lessor's use of Storage Area C under this Section 19.5.
(c) Lessor shall have the right to inspect, review and audit Lessee's practices and procedures regarding the handling and storage of hazardous materials in Storage Area C.
(d) In the event Lessor or Lessee observes any violations or potential violations by Lessee, or Lessee's agents, of federal, state or local Environmental Laws, or of Lessor's procedures and policies, applicable to the handling and storage of hazardous materials in Storage Area C, Lessee shall take immediate steps to correct or to prevent such violations.
(e) Lessee shall diligently proceed with the preparation of Storage Areas A and B for use as Lessee's own hazardous substance storage area. Upon the request of the Lessor, shall inform Lessor of the status of such preparations.
(f) Lessee' right to the use of Storage Area C shall terminate when Storage Areas A and B are ready and approved for use by Lessee, or four (4) months from Closing, whichever is earlier.
Lessee and Lessor acknowledge and agree that the terms of this Lease and any related documents are confidential and constitute proprietary information of Lessee and Lessor. Both parties shall keep such information strictly confidential and shall not disclose such information to any person or entity other than their respective financial, legal, brokerage and space planning associates or as may be required by Jaw. In no event shall either party or their respective agents, employees or contractors, issue a press release (unless required by law to do so) regarding this transaction without the express prior written consent of the other which may be given or withheld by such party in its sole discretion. IN WHEREOF, the Parties have agreed to and executed this Agreement on the date of full execution below.
Lessee and Lessor agree to furnish to each other, within ten (10) days after request therefor from time to time, a written statement setting forth the following information in the form attached as Exhibit D or another form reasonably requested by such party:
(i) The then remaining term of this Lease;
(ii) The applicable rent then being paid, including all additional rent based upon the additional rent most recently established:
(iii) That the Lease is current and not in default or specifying any default;
(iv) That, to the knowledge of such party, the party providing such certificate has no current claims for offsets against the other party, or specifically listing any such claims;
(v) The date through which rent has then been paid;
(vi) Such other information relevant to the Lease as the party may reasonably request; and
(vii) A statement that any prospective mortgage lender, assignee, subtenant and/or purchaser may rely on all such information.
Lessee and Lessor must mutually agree to all game and practice schedules in a timely manner and prior to actual activity times.
Lessee and Lessor each mutually agree that neither shall be liable to the other or its insurer for accidental property damages to or caused by the equipment, except where negligence by either party caused the damage and each hereby waives all rights of subrogation that either may have against the other therefore, Lessor shall not be liable for consequential damages to Lessee (or to any other person) by reason of its failure to perform its promises herein contained, or for any other loss of damage for delays or otherwise incurred, as a result of material shortages, manufacturing delays, transport problems and any cause beyond Lessors reasonable control. Lessee shall be liable for any loss, damage or injury caused to the equipment by the willful action of Lessee or its agents or employees.
