EXHIBIT 10.3
LEASE
THIS LEASE, made and entered into as of the 30th day of April 1999, by
and between Xxxxx and Xxxxxxx Xxxxxx as lessor ("Lessor") and Professional
Veterinary Products, Ltd., a Missouri Corporation as lessee (Lessee"),
relating to certain real estate located at 00000 "X" Xxxxxx, Xxxxx, Xxxxxxxx
(the "Premises"). The parties agree as follows:
(1) DEMISE. Lessor hereby leases unto Lessee, and Lessee leases from
Lessor, the Premises.
(2) TERM. The initial term of this Lease shall be for a period of
three (3) months commencing on May 1, 1999 and terminating on August 1, 1999.
Lessee shall have the right to extend this Lease until October 1, 1999 on a
month-to-month basis at the same monthly rental as the initial term. If
anything beyond the control of Seller prevents it from occupying its new
premises by October 1, 1999, the Seller may continue to lease the property on
a month-to-month basis at a rate of Eighteen Thousand and no/100 Dollars
($18,000.00) per month until December 31, 1999.
(3) RENTAL. Lessee shall pay, as monthly rent for the use and
occupancy of the Premises, the amount of Fifteen Thousand and no/100 Dollars
($15,000.00). All rent shall be due and payable on the first day of each
month during the term hereof.
(4) USE OF THE PREMISES. Lessee may use the Premises for uses which
are permitted or allowed under (or not prohibited by) the local zoning
ordinance. Lessee shall comply with all laws, statutes, ordinances, rules and
the like governing Lessee's particular use and occupancy of the Premises.
(5) INSURANCE. Lessee shall maintain, at its own expense, the
following types and amounts insurance (which may be included under a blanket
insurance policy if all the terms hereof are satisfied) designated below:
(a) Lessee shall obtain, maintain and pay for insurance
from a responsible insurance company or companies authorized to do
business in the State of Nebraska insuring against loss, damage or
destruction by all risks of loss including but not limited to, fire
and other casualty, including theft, vandalism and malicious
mischief, flood, machinery or equipment (Boiler and Machinery),
earthquake, sprinkler damage, glass, loss of rental income, all
matters covered under special form and extended coverage
endorsements, insuring the premises and all improvements and
betterments thereon for not less than the 100% of their full
insurable replacement cost. All insurance policies shall designate
Lessor and Lessors mortgagee as additional insureds as their
interests may appear. Lessee represents that it will be responsible
for insuring or self-insuring its personal
property, contents, inventory, etc.
(b) Lessee shall obtain, maintain and pay for Comprehensive
General Liability Insurance from an insurance company or companies
authorized to do business in the State of Nebraska, with limits not
less than $1,000,000 in the primary policy and $5,000,000 in the
excess/umbrella for bodily injury, death, property damage or
personal injury from any one accident, for any claims, demands or
causes of action of any person or persons arising out of the Lessee
use thereof. Such insurance policy or policies shall contain a
"severability of interests" clause or endorsement which precludes
the insurer or insurers from denying the claim of either Lessee or
Lessor because of the negligence or other acts of the other. All
insurance policies shall designate lessor and Lessor's mortgagee as
"additional insured's on a primary basis."
(c) Lessee shall obtain, maintain and pay for Workers'
Compensation, employers' liability and such other insurance as may
be necessary to comply with applicable laws.
All insurance policies shall:
(a) Provide a waiver of subrogation by the insurer as to
claims against the lessor, its officers, partners, members, employees
and agents.
(b) Provide that the policies of Insurance shall not be
terminated, cancelled, non-renewed or substantially modified without
thirty (30) days prior written notice to the Lessor or to any lender
covered by the standard mortgagee clause/endorsement.
(c) Be issued by an insurance company with less than an "A"
rating by Best's Insurance Guide.
Lessee shall provide, upon execution of this lease, certificates of
insurance to the Lessor and its designated lender evidencing the insurance
satisfying the requirements of this lease is in effect at all times.
(6) REAL ESTATE TAXES. Lessee shall pay all real estate taxes which
become delinquent in 1999 allocable to the period of Lessee's occupancy
during the term of this Lease.
(7) UTILITIES. Lessee agrees to pay when due all charges and costs for
utilities or services, if any, consumed in the Premises by Lessee during the
term of this Lease.
(8) MAINTENANCE. Lessee covenants and agrees to maintain the Premises
in reasonable condition, at Lessee's costs, and shall deliver them to Lessor
at the end of the Lease term in the same condition as they are in on the date
hereof except reasonable wear and tear, structural and major repairs and
replacements, and damage
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by insured casualty.
(9) ALTERATIONS AND IMPROVEMENTS. Lessee may make alterations or
additions to the Premises, and construct and place any improvements on the
Premises, during the term of this Lease, provided Lessee first obtains
Lessors consent as to any material alterations. Lessee shall not allow any
construction liens to be filed against the Premises and shall immediately
accomplish the removal of any liens that may be filed in violation of this
provision. Lessee may erect and maintain signs on the Premises relating to
its operations on the Premises.
(10) CASUALTY. If, during the term of this Lease, the Premises are or
any material part thereof shall be destroyed or materially damaged by fire or
other casualty or any part of the Premises is so destroyed, which will result
in a substantial interference with Lessee's operations on the Premises, then
Lessee or Lessor may, within thirty (30) days thereafter, terminate this
Lease, and this Lease shall be of no further force and effect as of the date
of such casualty. In the event Lessee or Lessor does not so terminate this
Lease, this Lease will remain in full force and effect, and rent shall xxxxx
in proportion to the area or value of the Premises of which Lessee is
deprived. Any insurance proceeds for the Premises shall be the property of
Lessor, and any such proceeds that relate to any of the Lessee's personal
property shall be the property of Lessee.
(11) ASSIGNMENT, SUBLETTING, TRANSFER. Lessee may not sublease nor
assign any of its interest in this Lease or the Premises.
(12) DEFAULT REMEDIES.
(a) DEFAULT BY LESSEE. If default be made in the payment of
rent due from Lessee hereunder and such default continues for a period
of ten (10) days after written notice thereof shall have been given to
lessee, or if default be made in the performance or observance by
Lessee of any other covenants or conditions herein contained, and such
payment or performance default shall continue for twenty (20) days
after written notice shall have been given to Lessee (except if such
default be of a nature that cannot be cured within twenty (20) days,
Lessee shall have such period of additional time to cure same as may
be reasonably required, provided that Lessee promptly commences to
cure the default and diligently pursues such cure), then Lessor may
elect to terminate this Lease and declare the term ended (or, without
terminating this Lease, terminate Lessee's right of possession), to
re-enter the Premises or any part thereof, to expel and remove Lessee
or any person or persons occupying the same in accordance with law and
again to repossess and enjoy the premises, and to collect all rents
and other charges due hereunder and reasonable costs of reletting,
removal and re-entering including but not limited to reasonable
attorney's fees; it being understood, however, that nothing herein
shall relieve Lessor of its duty to take reasonable steps to mitigate
damages. All damages incurred by Lessor and amount expended by Lessor
in curing Lessee's defaults
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shall be paid by Lessee upon demand by Lessor.
(b) DEFAULT BY LESSOR. If default be made in the performance
or observance by Lessor of any covenants or conditions herein
contained, and such default shall continue for twenty (20) days after
written notice thereof shall have been given to Lessor (except if such
default be of a nature that cannot be cured within twenty (20) days,
Lessor shall have such period of additional time to cure same as may
be reasonably required provided that Lessor promptly commences to cure
the default and diligently pursues such cure); then Lessee may elect
to terminate this Lease and declare the term ended or may cure any
default by Lessor and deduct the reasonable costs and expenses
incurred by Lessee in curing such default, including but not limited
to reasonable attorneys' fees, from the rental and any other amounts
thereafter accruing to Lessor. All damages incurred by Lessee and
amounts expended by Lessee in curing Lessors defaults shall be paid by
Lessor upon demand by Lessee.
(c) REMEDIES NOT EXCLUSIVE. Any right or remedy conferred on
Lessor or Lessee under this Lease shall not be deemed to be exclusive
of any other right or remedy which might otherwise be available
hereunder or at law or in equity. The rights and remedies hereunder
shall be cumulative and may be exercised and enforced concurrently and
whenever and as often as occasion therefore arises.
(13) QUIET ENJOYMENT. Lessor covenants and agrees that Lessee shall
peaceably and quietly have, hold and enjoy the Premises without any hindrance
or molestation from Lessor or any other party.
(14) MISCELLANEOUS.
(a) NOTICES. Whenever in this Lease it shall be required or
permitted that notice be given by any party hereto to the other, such
notice shall be given or certified or registered mail, and any notice
so sent shall be deemed to have been given on the date that the same
is received by the party to whom it is sent (or the date that delivery
of such notice is rejected by such party, as the case may be). Notices
shall be addressed to Lessor at: P.0. Xxx 00000, Xxxxx, Xxxxxxxx
00000; and to Lessee at: 00000 "X" Xxxxxx, Xxxxx, Xxxxxxxx 00000, or
at such other address as either party may, from time to time, specify
in writing in lieu thereof.
(b) SURRENDER OF PREMISES. Lessee upon termination of this
Lease, by lapse time or otherwise, agrees peaceably to surrender the
Premises to Lessor.
(c) HOLDING OVER. If Lessee, with the prior consent of
Lessor, remains in possession of the Premises after the termination of
this Lease, and without the execution of a new lease, lessee shall be
deemed to be occupying the Premises as a tenant from month-to-month,
subject to all the applicable terms, conditions
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and covenants of this Lease.
(d) BENEFIT. This Lease and all covenants and conditions
herein contained shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
(e) PROVISIONS SEVERABLE. If any provision of this Lease
shall be held or declared to be invalid, illegal or unenforceable
under any law applicable thereto, such provision shall be deemed
deleted from this Lease without impairing or prejudicing the validity,
legality and enforceability of the remaining provisions hereof.
(f) APPLICABLE LAW. This Lease shall be governed by and
construed under the laws of the State of Nebraska.
(g) NO WAIVER OF RIGHTS. The failure of Lessor or Lessee to
insist upon strict performance of any of the terms, covenants and
conditions herein contained shall not be deemed a waiver of any of
their rights or remedies by reason thereof, and shall not be deemed a
waiver of any subsequent breach or default in any of said terms,
covenants and conditions. No covenant or condition of this Lease can
be waived except by the written consent of the party against who such
waiver is claimed. Until complete performance of any covenant or
condition by Lessor of Lessee, as the case may be, each party shall be
entitled to invoke any remedy available to such party under this Lease
or by law or in equity despite any forbearance or indulgence.
IN WITNESS HEREOF, Lessor and Lessee have executed this instrument
under seal as of the day and year first above written.
LESSEE: Professional Veterinary Products,
Ltd. a Missouri corporation
By: /s/ XX. XXXXXX X. XXXXXX
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LESSOR: Xxxxx and Xxxxxxx Xxxxxx
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
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/s/ Xxxxxxx X. Xxxx May 27, 1999
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Notary Public
Commission Expires:December 9, 2001
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