FORM OF LEASE AGREEMENT
This lease agreement
(the “Lease”) is entered into on [ ], 2010, between Vishay Intertechnology, Inc.
(“Lessor”), a Delaware corporation, having its principal place of business at 00
Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxx, and Vishay Precision Group, Inc.
(“Lessee”), a Delaware corporation, having its principal place of business at
_________________________, Pennsylvania.
RECITALS
The parties recite
and declare:
A. Lessor is the sole
owner of an industrial facility, described below, a portion of which it desires
to lease to Lessee (the “Industrial Facility”).
B. Lessee is a
corporation that desires and is empowered to lease from Lessor a portion of the
Industrial Facility.
C. The parties desire
to enter into this Lease to define their respective rights, duties, and
liabilities concerning this Lease.
In consideration of
the mutual covenants contained in this Lease, the parties agree as follows:
SECTION ONE
A. Lessor leases to
Lessee that portion of Lessor’s Industrial Facility located at 00 Xxxxxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxxxx, described on Schedule A annexed
hereto and made a part hereof (the “Leased Premises”). In addition to the Leased
Premises, Lessee and its invitees shall have the non-exclusive right to use, in
common with Lessor and other tenants, those applicable areas within the
Industrial Facility, including the entrances, roads, driveways, public and fire
stairways, sidewalks, exterior ramps and
other similar areas which enable Lessee to obtain full use and enjoyment of the
Leased Premises for all customary purposes.
B. The Leased
Premises will be leased in “as is” condition and used by Lessee solely for the
purpose of conducting quality assurance activities and operating demo-kit
laboratories in accordance with the terms of this Lease.
SECTION TWO
The term of the Lease
shall be for a period of five (5) years (the
“Term”), commencing [__________] (the “Commencement Day”), provided Lessee shall
have the right, without penalty or liability, to terminate this Lease for any
reason or no reason prior to the scheduled expiration of the Term upon not less
than thirty (30) days’ prior written notice to Lessor.
SECTION THREE
Lessee shall pay an
annual rent of $73,704 (Seventy Three Thousand Seven Hundred and Four Dollars)
(“Rent”) during the Term of this Lease for the Leased Premises. All payments of
Rent shall be payable by Lessee in equal monthly installments of $6,142 (Six
Thousand One Hundred and Forty Two Dollars) in advance on the first day of each
calendar month. Rent for any partial calendar months included in the Term shall
be prorated on a per diem basis. Except as expressly set forth to the contrary
herein, Lessee shall not be obligated to pay any sum in addition to Rent to
Lessor on account of Lessee’s occupancy of the Leased Premises, the parties
intending this Lease to be a “gross lease”.
Rent payable by
Lessee pursuant to this Lease includes all expenses for water, HVAC,
electricity, trash collection, sewer, plumbing, all other utilities reasonably
consumed in the Leased Premises, two phone lines, Real Property Taxes (as
defined below) and, except to the extent caused by the negligence or willful
misconduct of Lessee, maintenance, repair and replacement of the Leased Premises
including security services. As used herein, the term “Real Property Taxes”
shall be deemed to mean the aggregate amount of all taxes and assessments
directly levied, assessed or imposed upon the Leased Premises, its land and
improvements.
SECTION FOUR
A. Lessee has
examined and knows the condition of the Leased Premises and accepts the Leased
Premises in good condition and working order. Lessee acknowledges that no representations as to the
repair of the Leased Premises or promises to alter, remodel, or improve the
Leased Premises have been made by Lessor.
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B. Lessee shall not
hold Lessor liable for any latent or non latent defects on the Leased
Premises.
SECTION FIVE
A. Lessee shall
maintain the Leased Premises in a clean and operational condition and, subject
to the provisions of Section 10(C), repair at Lessee’s sole cost all damages to
the Leased Premises occasioned by the fault or negligence of Lessee or its
agents or employees.
B. Except for
Lessee’s obligations set forth in Section Five(A) above, Lessor shall be
responsible at Lessor’s sole cost and expense for all maintenance, repairs and
replacements to the Leased Premises and the Industrial Facility. Upon not less
than one (1) business day’s notice to Lessee, Lessor may enter the Leased
Premises at any and all reasonable hours to inspect the Leased Premises and to
perform Lessor’s obligations under this Lease. In connection with any such
entry, Lessor shall use reasonable efforts to minimize any interference with the
use of the Leased Premises by Lessee.
X. Xxxxxx shall
furnish all of the following services to the Leased Premises twenty four (24)
hours per day, seven (7) days per week: (i) heat, air conditioning and water
required for the occupancy of the Leased Premises, (ii) access to the Leased
Premises and the Industrial Facility, including elevators if applicable, (iii)
snow and ice removal, (iv) janitorial services to the Leased Premises Monday
through Friday, (v) electricity adequate for Lessee’s use of the Leased Premises
and the Industrial Facility, and (vi) such other services typical for an
industrial building similar to the Industrial Facility.
SECTION SIX
Lessee shall obtain
the written approval of Lessor, not to be unreasonably withheld, conditioned or
delayed, prior to making any alterations or modifications to the Leased
Premises. All approved and completed alterations or modifications shall become
part of the Leased Premises and title to such alterations and modifications
shall vest in Lessor. The alterations or modifications undertaken by Lessee
shall be performed and completed in a good and workmanlike manner.
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Upon the expiration
of the tenancy hereby created, if Lessor so requires in writing at the time of
its approval, Lessee shall promptly remove at its sole cost any alterations,
additions, improvements and fixtures other than trade fixtures placed in the
Leased Premises by Lessee and designated in said request, and repair any damage
occasioned by such removal at Lessee’s expense. Notwithstanding the foregoing,
Lessee may install any necessary trade fixtures, equipment and furniture in the
Leased Premises without Lessor’s written approval and all such items shall
remain the property of Lessee during and after the Term.
SECTION SEVEN
A. Lessee shall not
use the Leased Premises for any unlawful or immoral purpose and shall not
conduct any activity in the Leased Premises that could reasonably be expected to
increase the possibility of fire or any other hazard or materially increase the
rate of insurance on the Leased Premises or the Industrial Facility. Lessee
further covenants that it will not create, maintain or permit a nuisance in or
on the Leased Premises. Lessee further agrees to keep the Leased Premises clean
and reasonably free from rubbish and dirt at all times, and shall store all
trash within the areas designated by Lessor at the Leased Premises and will make
the same available for regular pick-up. Lessee will not burn any trash or
garbage at any time in or about the Industrial Facility.
B. Lessee, at
Lessee’s sole cost and expense, shall promptly comply with the laws, ordinances
and regulations regarding Lessee’s particular use of the Leased Premises.
Lessor, at Lessor’s sole cost and expense, shall promptly comply with all laws,
ordinances and regulations applicable to the Leased Premises and the Industrial
Facility except for compliance that is Lessee’s responsibility pursuant to the
previous sentence.
C. Lessee shall not
cause any Hazardous Materials to be released, brought upon, stored, produced,
emitted, disposed of or used upon, about or beneath the Leased Premises by
Lessee, its agents, employees, contractors or invitees in violation of
Environmental Laws. As used herein, the term “Hazardous Materials” shall mean
any substance or condition (including mold) that could pose a threat to human
health and any flammable, explosive or radioactive materials, asbestos,
formaldehyde foam insulation, polychlorinated biphenyls, methane, hazardous
materials, hazardous wastes, hazardous or toxic substances or related materials,
as defined in the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the
Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et
seq.), the Resource Conservation and
Recovery Act, as amended (42 U.S.C. Sections 6901, et seq.), the Toxic
Substances Control Act, as amended (15 U.S.C. Sections 2601, et seq.)
(collectively, “Environmental Laws”).
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SECTION EIGHT
Except as otherwise
provided in this Lease, Lessee agrees that it will not pledge, loan, mortgage,
or attempt in any other manner to dispose of its interest in the Leased Premises
or to voluntarily permit any liens, encumbrances, or legal process to be
incurred or levied on the Leased Premises.
SECTION NINE
A. Lessee shall not
assign its rights and duties under this Lease or sublease the demised Leased
Premises or any part of the demised Leased Premises.
X. Xxxxxx, at any
time and from time to time, may make an assignment of its interest in this
Lease, the Leased Premises or the Industrial Facility and in the event of such
assignment and the assumption by the assignee of the covenants and agreements to
be performed hereunder by Lessor, Lessor shall be released from any and all
liability hereunder.
SECTION TEN
A. Except for
negligent or willful acts or omissions of Lessor, its agents, contractors,
servants and employees (collectively, “Lessor Parties”) and subject to the
provisions of Section 10(C), Lessee agrees to indemnify and save Lessor Parties
harmless from and against any and all claims, demands, damages, costs and
expenses, including reasonable attorneys’ fees (collectively, “Loss and
Expense”), arising from or in connection with the Leased Premises. Except for
negligent or willful acts or omissions of Lessee, its agents, contractors,
servants or employees (collectively, “Lessee Parties”) and subject to the
provisions of Section 10(C), Lessor agrees to indemnify and save Lessee Parties
harmless from and against any and all Loss and Expense arising from any failure
by Lessor to perform any of the terms, covenants or conditions of this Lease on
Lessor’s part to be performed or the negligence or willful misconduct of Lessor
Parties. The provisions of this Section Ten shall survive the termination or
earlier expiration of this Lease.
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B. Lessee will, at
its own expense, maintain a policy or policies of comprehensive general
liability insurance which will include coverage for theft with respect to the
respective property and
activities in the Leased Premises with the premiums thereon fully paid on or
before due date, issued by and binding upon a reputable insurance company, such
insurance to afford minimum protection of not less than $1,000,000 combined
single limit coverage of bodily injury, property damage or combination thereof.
Lessor shall be listed as an additional insured on Lessee's policy or policies
of comprehensive general liability insurance, and Lessee shall provide Lessor
with current certificates of insurance evidencing Lessee's compliance with this
Section. Lessee shall obtain the agreement of Lessee's insurers to endeavor to
notify Lessor that a policy is due to expire at least (10) days prior to such
expiration. Lessor shall only be required to maintain its standard insurance for
the building of the Leased Premises.
X. Xxxxxx and Lessee
each hereby release the other, its officers, directors, employees and agents,
from liability or responsibility (to the other or anyone claiming through or
under them by way of subrogation or otherwise) for any loss or damage to
property covered (or required under this Lease to be covered) by valid and
collectible insurance, even if such loss or damage shall have been caused by
fault of negligence of the other party, or anyone for whom such party may be
responsible. Lessor and Lessee each agree that any insurance policies carried by
either party covering the Leased Premises or their contents will include a
waiver of the insurer’s right of subrogation against the other party during the
Term.
SECTION ELEVEN
A. Lessee shall not
be deemed to be in default hereunder unless an Event of Default, as hereinafter
defined, has occurred. The following shall constitute events of default by
Lessee hereunder (each, an “Event of Default”):
i. Failure to pay the Rent or any other sum of
money required to be paid by Lessee hereunder when due and continuance of such
failure for five (5) days after notice from Lessor to Lessee; or
ii. Failure to comply with or perform any of
the other terms, covenants, conditions or agreements to be complied with or
performed by Lessee and continuance of such failure for thirty (30) days after
notice from Lessor to Lessee, or, if the failure is of such a character as
cannot reasonably be cured within thirty (30) days, failure to initiate within
said thirty (30) day period such action as reasonably can be taken toward curing
the same and/or failure to prosecute such action as promptly as is reasonably
practicable after said action is initiated.
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B. Following the
occurrence of an Event of Default hereunder, Lessor shall have the right
to:
(1) reenter and regain possession of the Leased Premises upon ten (10)
days prior written notice to Lessee, remove any property of Lessee found on the
Leased Premises, perform such maintenance and repairs as may be reasonably
required, and relet the Leased Premises upon commercially reasonable terms,
provided all consideration received by Lessor as a result of such reletting
shall be for the account of Lessee. Reentry shall not release Lessee from the
obligation to make payments of Rent or other amounts due pursuant to this Lease,
including Lessor’s reasonable and actual expenses incurred in preparing the
Leased Premises for reletting; or
(2) terminate this Lease, such termination to be effective ten
(10) days following receipt by Lessee of written
notice of Lessor’s intention to terminate this Lease but Lessee shall remain
liable for all its outstanding obligations pursuant to this Lease prior to the
effective date of such termination.
C. If at any time
during the term of this Lease (a) Lessee shall file in any court a petition of
bankruptcy or insolvency or for reorganization, or for arrangement or for the
appointment of a receiver or trustee of all of all or portion of Lessee’s
property; or (b) an involuntary petition of any kind shall be filed against
Lessee, and such petition shall not be vacated or withdrawn within sixty (60)
days after the date of filing thereof; or (c) if Lessee shall make an assignment
for the benefit of creditors; or (d) if the Lessee shall be adjudicated a
bankrupt; or (e) a receiver shall be appointed for the property of Lessee by
order of a court of competent jurisdiction (except where such receiver shall be
appointed in an involuntary proceeding, if he shall not be withdrawn within
sixty (60) days from the date of the appointment), Lessee’s right to possession
hereunder shall terminate ipso facto upon the happening of any one of such
events, and Lessee shall then quit and surrender the Leased Premises to Lessor,
but Lessee shall remain liable for all its outstanding obligations pursuant to
this Lease.
D. In the event of
any Event of Default hereunder by Lessee, Lessor may immediately or at any time
thereafter, upon five (5) days prior written notice to Lessee and provided such
Event of Default remains uncured, cure such breach for the account and at the
expense of Lessee.
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SECTION TWELVE
Lessee shall
surrender the Leased Premises (including all keys thereto) to Lessor on the
expiration or termination of this Lease. At the time of surrender, the Leased
Premises shall be in the same condition as on the Commencement Day, normal wear
and tear, casualty, condemnation and acts of Lessor excepted. If the Leased
Premises are not surrendered at the end of the Term or the sooner termination
thereof, (i) Lessee shall be deemed to be occupying the Leased Premises as a
tenant from month to month, at a monthly Rent equal to twice the Rent payable
during the last month of the Term, and (ii) Lessee shall indemnify Lessor
against loss or liability resulting from Lessee’s delay in so surrendering the
Leased Premises and first arising or accruing on or after sixty (60) days
following the expiration or termination of this Lease, excluding consequential,
indirect, punitive and special damages.
SECTION THIRTEEN
Lessee agrees that
this Lease shall be subordinate to any mortgages or deeds of trust that may
hereafter be placed upon the Leased Premises and to any and all advances to be
made thereunder, and to the interest thereon, and all renewals, replacements and
extensions thereof provided that any such mortgagee or trustee thereunder agrees
to recognize Lessee’s rights hereunder and to not disturb Lessee’s use and
occupancy of the Leased Premises. Lessee shall execute and deliver any
commercially reasonable instruments as may be required to confirm the provisions
of this Section 13.
SECTION FOURTEEN
A. It is agreed that
this Lease shall be governed by, construed, and enforced exclusively in
accordance with the laws of the Commonwealth of Pennsylvania.
X. XXXXXX AND LESSEE
EXPRESSLY WAIVE TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CLAIM,
COUNTERCLAIM OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY
WAY TO THIS LEASE.
C. Unenforceability
of any provision contained in this Lease shall not affect or impair the validity
of any other provision of this Lease.
D. Waiver by either
party of any breach of any covenant or duty of the other party under this Lease
shall not be deemed to be a waiver of a breach of any covenant or duty of the
other party, or of any subsequent breach of the same covenant or
duty.
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E. This Lease may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute but one and the same
instrument.
F. The various rights
and remedies contained in this Lease shall not be considered as exclusive of any
other right or remedy, but shall be construed as cumulative and shall be in
addition to every other remedy now or hereafter existing at law, in equity, or
by statute.
G. This Lease shall
constitute the entire agreement between the parties. Any prior understanding or
representation of any kind preceding the date of this Lease shall not be binding
upon either party except to the extent incorporated in this Lease.
H. Any modification
of this Lease or additional obligation assumed by either party in connection
with this Lease shall be binding only if evidenced in a writing signed by each
party.
I. Any notice
required or permitted under this Lease shall be in writing, sent by a reputable
private carrier of overnight mail or mailed by United States Certified Mail,
Return Receipt Requested, postage prepaid, in each case to the address set forth
below:
| If to Lessee: | If to Lessor: |
Either Lessor or
Lessee may, by notice to the other, change the address(es) to which notices are
to be sent. All notices shall be deemed effective upon receipt or upon refusal
to accept delivery.
J. This Lease shall
be binding upon and shall inure to the benefit of the parties hereto, their
executors, administrators, successors and permitted assigns.
K. Lessee shall have
the right to use ______ parking spaces located _______________.
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L. Lessee represents
that the undersigned individual has been duly authorized to execute this Lease
on behalf of Lessee and that the execution and consummation of this Lease by
Lessee does not and shall not violate any provision of any bylaws, certificate
of incorporation, partnership or agreement, or other agreement, order, judgment,
governmental regulation or any other obligations to which Lessee is a party or
is subject. Lessor represents that the undersigned individual has been duly
authorized to execute this Lease on behalf of Lessor and that the execution and
consummation of this Lease by Lessor does not and shall not violate any
provision of any bylaws, certificate of incorporation, partnership or agreement,
or other agreement, order, judgment, governmental regulation or any other
obligations to which Lessor is a party or is subject.
[The remainder of this
page left intentionally blank]
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IN WITNESS WHEREOF the parties have executed
this Lease in duplicate originals upon the dates indicated below.
| VISHAY INTERTECHNOLOGY, INC. | ||
| By: |
| Printed Name: |
| Title: |
| By: |
| Printed Name: |
| Title: |
| Date: |
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SCHEDULE A
LEASED
PREMISES
PREMISES
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