EXHIBIT (10)(10) Real Property Lease Agreement for 00000 Xxxxx Xxxx
COMMERCIAL PROPERTY LEASE
Xxxxx X. Xxxxx, of 7630 M68, Xxxxxx Xxxxx, XX 00000, the lessor, and
Marketing WorldWide, Inc. OF 0000 Xxxxxxxxxx Xxxx, Xxxx Xxxxxx, XX 00000 and
11224 Xxxxx Road, Suites X & X, Xxxxxxxx Xx. 0, Xxxxxxxx Xxxx, XX 00000, the
lessee, enter into this lease subject to the following conditions:
1. PREMISES. The lessor leases to the lessee the property located at
Suites A & B of Building No. 2, a part of an industrial park at 00000
Xxxxx Xxxx, Xxxxxxxx Xxxx, XX, consisting of approximately One Thousand
Five Hundred (1,500) square feet of office space and Seven Thousand Six
Hundred (7,600) square feet of manufacturing/shop space, together with
the use of the parking spaces in closest proximity to the premises.
2. TERM. The term of this lease shall be three (3) years commencing on
AUGUST 1ST, 2001 and continuing until JULY 31ST, 2004.
3. RENT.
a. BASE RENT. The lessee shall pay the lessor the sum of One
Hundred Ninety Seven Thousand Nine Hundred Twenty-five Dollars
($197,925) as base rent for the premises, to be paid in
monthly installments, as follows:
Five Thousand One Hundred Eighteen Dollars and 75/100 Dollars
($5,118.75) for the first twelve (12) months; and
Five Thousand Six Hundred Eighty-seven Dollars and 50/100
($5,687.50) for the following twenty-four (24) months,
all starting on the commencement date. Monthly installments of
rent shall be due and payable in advance on the 1ST day of
each calendar month. Rent shall be paid to the lessor at the
address shown above or any other place designated in writing
by the lessor. The first month's rent shall be paid on the
date of the signing of this lease.
b. ADDITIONAL RENT. The lessee shall be responsible for the
payment of all the utility services for the premises,
including water, sewer, gas, electricity, heat, telephone and
other services of any kind delivered to the premises. The
lessee shall pay for all other services contracted for by the
lessee as soon as an invoice is presented so that no past due
accounts arise. In addition, any fees,
1
costs, or expenses incurred by the lessor for enforcing the
lessee's obligations under this lease, including reasonable
attorney fees, shall be additional rent owing under the lease
and shall be immediately due and payable by the lessee.
c. LATE FEE. In the event that lessee fails to pay any amount of
rent due within ten (10) days of the due date, After August 1,
under this lease, the lessor shall assess the lessee a late
fee of Two Hundred Dollars ($200) which the lessee shall pay
together with the past-due rent prior to any other amount of
rent becoming due.
4. SECURITY DEPOSIT. The lessee shall pay to the lessor a security deposit
of Five Thousand Six Hundred Eighty-seven and 50/100 Dollars
($5,687.50) on signing this lease. The lessee shall be given credit of
Two Thousand Two Hundred Seventy-five Dollars ($2,275) toward this
amount, reflecting the security deposit given by lessee to lessor
pursuant to a certain COMMERCIAL PROPERTY LEASE between the parties
dated 6-29-99 with respect to Suite B of Building No. 1 of the
industrial park at 0000 Xxxxx Xxxx Industrial Park Drive, Xxxxxxxx
Lake, Michigan which lease is, by the execution of this lease,
terminated in all of its terms and conditions by mutual agreement of
the parties. Both parties acknowledge and agree that each of them has
performed all of their respective obligations pursuant to said former
COMMERCIAL PROPERTY LEASE. The lessor may commingle the security
deposit with other funds and use it as the lessor determines- No
interest shall be paid on the security deposit during the term of this
lease. At the end of the lease term, the security deposit shall be
returned to the lessee unless the lessee has defaulted under this
lease. If the lessee defaults under this lease, the security deposit
may be used to pay any costs or damages, direct or contingent.
5. SIGNS. All signs placed on the premises shall be in keeping with the
character and decor of the premises and no signs shall be placed on the
premises except with the written approval of lessor, which approval
will not be unreasonably withheld.
6. ACCEPTANCE OF OCCUPANCY. The lessee shall commence occupancy of the
premises on the commencement date and begin paying rent as required by
this lease. The lessee acknowledges that the premises are in a state of
repair that is acceptable for the lessee's intended use of the
premises.
2
7. VACATION OF THE PREMISES. The lessee shall not vacate or abandon the
premises during the term of this lease. If the lessee does abandon or
vacate the premises or is dispossessed by process of law or otherwise,
any of the lessee's personal property that is left on the premises
shall be deemed abandoned by the lessee, at the option of the lessor.
8. USE. The premises are to be used and occupied by the lessee for
distribution of automotive accessories and trim items and for no other
purpose without the written consent of lessor. The premises shall not
be occupied or used by more persons than permitted by applicable fire
and/or safety statutes, ordinances, rules and/or regulations. No
activity shall be conducted on the premises that does not comply with
all state and local laws. No material or waste which is designated as
hazardous material or hazardous waste by any local, state or federal
agency or entity of any kind shall be permitted, used, created or
deposited on the premises.
9. REPAIRS AND MAINTENANCE. The lessee shall be responsible for all
maintenance and repair of the premises. The lessee must repair and
maintain the premises at the lessee's expense. The premises shall be
kept in good and safe condition, including any plate glass windows, the
electrical wiring, the plumbing, any other system or equipment on the
premises, structural members of all buildings, and other improvements
on the premises. Lessor shall be responsible for all maintenance and
repair of the common areas of the industrial park.
10. SURRENDER OF THE PREMISES. The lessee shall surrender the premises to
the lessor when this lease expires, broom clean and in the same
condition as on the commencement date, except for normal wear and tear.
11. ENTRY AND INSPECTION. The lessee shall permit the lessor or the
lessor's agents to enter the premises at reasonable times and with
reasonable notice, to inspect and repair the premises. During the 90
days before the lease expires, the lessee shall permit the lessor to
place standard "For Lease" signs on the premises and permit persons
desiring to lease the premises to inspect the premises.
12. TAXES AND ASSESSMENTS. The lessee shall pay all personal property taxes
and assessments levied against the premises during the term of this
lease. All taxes levied on personal property owned or leased by the
lessee are the sole responsibility of the lessee. The lessor shall pay
all real estate taxes and assessments levied against the premises
3
during the term of this lease and the same shall be his sole
responsibility (except those resulting from alteration by lessee, in
which case lessee shall reimburse lessor for the cost of any additional
taxes or assessments resulting from such alteration).
13. ALTERATIONS. The lessee may not cause any change to the premises,
either structural or cosmetic, without the written approval of the
lessor. In any event, any such work shall be performed by licensed
contractors where licensing for such work is available through the
State of Michigan and all such work shall be done without injury to any
structural portion of the building. Any improvements constructed on the
premises shall become the property of the lessor when this lease
terminates. The lessor shall have total discretion on his approval of
proposed alterations.
14. ASSIGNMENT AND SUBLETTING. The lessee may not assign, sublet, or
otherwise transfer or convey its interest or any portion of its
interest in the premises without written consent from the lessor. The
lessor shall have total discretion on its approval of proposed
assignments or subleases.
15. TRADE FIXTURES. All trade fixtures and movable equipment installed by
the lessee in connection with the business it conducts on the premises
shall remain the property of the lessee and shall be removed when this
lease expires. The lessee shall repair any damage caused by the removal
of such fixtures, and the premises shall be restored to the original
condition.
15. INSURANCE. The lessor shall insure the premises, including all
buildings and improvements (except those resulting from alteration by
lessee, in which case lessee shall reimburse lessor for the cost of any
additional insurance premium required as a result of such alteration),
for the replacement cost of the buildings and improvements, against
loss or damage under a policy or policies of fire and extended coverage
insurance, including additional perils. The lessee shall obtain and
maintain in full force general liability and property damage insurance
with coverage of not less than one Million Dollars ($1,000,000.00) for
injury or death to any one person, One Million Dollars ($1,000,000.00)
for injury or death to more than one person, and One Million Dollars
($1,000,000.00) for property damage, covering all claims for injuries
to persons occurring on or around the premises. The lessor must approve
the amount and the issuing company of the insurance. The lessee shall
obtain and maintain environmental
4
insurance in an amount and form acceptable to the lessor to cover the
costs of any cleanup assessment investigation and the costs of cleaning
up any contamination or pollution on the premises. Each insurance
policy shall also contain a provision exempting the lessor from any
loss of coverage as an insured due to the acts of the lessee. The
lessee shall give the lessor customary insurance certifications
evidencing that the insurance is in effect during the term of the
lease. All policies must also provide for notice by the insurance
company to the lessor of any termination or cancellation of a policy at
least 30 days in advance. All policies shall name both the lessee and
the lessor as insured parties.
17. THE LESSEE'S LIABILITY. All the lessee's personal property, including
trade fixtures, on the premises shall be kept at the lessee's sole
risk, and the lessor shall not be responsible for any loss of business
or other loss or damage that is occasioned by the acts or omissions of
persons occupying adjoining premises or any part of the premises
adjacent to or connected with the premises.
18. DESTRUCTION OF THE PREMISES. If the premises are partially damaged or
destroyed through no fault of the lessee, the lessor shall, at its own
expense, promptly repair and restore the premises. If the premises are
partially damaged, rent shall not xxxxx in whole or in part during the
period of restoration. If the premises are totally destroyed through no
fault of the lessee or if the premises cannot be repaired and restored
within 180 days, either party may terminate this lease effective the
date of the destruction by giving the other party written notice of
termination within 10 days after the destruction. If such a notice is
given within that period, this lease shall terminate and rent shall be
adjusted between the parties to the date of the surrender of
possession. If the notice is not given within the required period, this
lease shall continue, without abatement of rent, and the lessor shall
repair the premises.
19. MUTUAL RELEASES. The lessor and the lessee, and all parties claiming
under them, release each other from all claims and liabilities arising
from or caused by any hazards covered by insurance on the leased
premises or covered by insurance in connection with property or
activities on the premises, regardless of the cause of the damage or
loss.
20. CONDEMNATION. If any part of the premises is taken for any public or
quasi-public purpose pursuant to any power of eminent domain, or by
private sale in lieu of eminent domain,
5
either the lessor or the lessee may terminate this lease, effective on
the date the public authority takes possession. All damages for the
condemnation of the premises, or damages awarded because of the taking,
shall be payable to and the sole property of the lessor.
21. INDEMNITY. The lessee agrees to indemnify and defend the lessor for any
liability, loss, damage, cost, or expense (including attorney fees)
based on any claim, demand, suit, or action by any party with respect
to any personal injury (including death) or property damages, from any
cause, with respect to the lessee or the premises, except for liability
resulting from the intentional acts or gross negligence of the lessor
or its employees, agents, invitees, or business visitors.
22. DEFAULT AND RE-ENTRY. If the lessee fails to pay rent when due; if the
lessee fails to perform any other obligations under this agreement
within 10 days after receiving written notice of the default from the
lessor; if the lessee makes any assignment for the benefit of creditors
or a receiver is appointed for the lessee or its property; or if any
proceedings are instituted by or against the lessee for bankruptcy
(including reorganization) or under any insolvency laws, the lessor may
terminate this lease, re-enter the premises, and seek to relet the
premises on whatever terms the lessor deems advisable. Notwithstanding
re-entry by the lessor, the lessee shall continue to be liable to the
lessor for rent owed under this lease and for any rent deficiency that
results from reletting the premises during the term of this lease.
Notwithstanding any reletting without termination, the lessor may at
any time elect to terminate this lease for any default by the lessee by
giving the lessee written notice of the termination.
In addition to the lessor's other rights and remedies as stated in this
lease, and without waiving any of those rights, if the lessor deems
necessary any repairs that the lessee is required to make or if the
lessee defaults in the performance of any of its obligations under this
lease, the lessor may make repairs or cure defaults and shall not be
responsible to the lessee for any loss or damage that is caused by that
action. The lessee shall immediately pay to the lessor, on demand, the
lessor's costs for curing any defaults, as additional rent under this
lease.
23. SUBORDINATION. This lease and the lessee's rights under it shall at all
times be subordinate to the lien of any mortgage
6
the lessor places on the premises or to any collateral assignment the
lessor makes of this lease or of rent under this lease. However, as
long as the lessee is not in default under this lease, the foreclosure
of a mortgage given by the lessor shall not affect the lessee's rights
under this lease. At the request of any lienholder, the lessee shall
provide the lessor with a customary tenant's estoppel letter regarding
the status of this lease. If the lessor defaults on the payment of its
mortgage on the premises, the lessee may make the monthly payment owed
under the mortgage note and deduct that amount from the rent owed under
this lease.
24. NOTICES. Any notices required under this lease shal1 be in writing and
served in person or sent by registered or certified mail, return
receipt requested, to the addresses of the parties stated in this lease
or to such other addresses as the parties substitute by written notice.
Notices shall be effective on the date of the first attempted delivery.
25. THE LESSEE'S POSSESSION AND ENJOYMENT. As long as the lessee pays the
rent as specified in this lease and performs all its obligations under
this lease, the lessee may peacefully and quietly hold and enjoy the
premises for the term of this lease.
26. HOLDING OVER. If the lessee does not vacate the premises at the end of
the term of this lease, the holding over shall constitute a
month-to-month tenancy at a monthly rental rate to be set by the lessor
at its sole discretion.
27. ENTIRE AGREEMENT. This agreement contains the entire agreement of the
parties with respect to its subject matter. This agreement may not be
modified except by a written document signed by the parties.
28. WAIVER. The failure of the lessor to enforce any condition of this
lease shall not be a waiver of its right to enforce every condition of
this lease. No provision of this lease shall be deemed to have been
waived unless the waiver is in writing.
29. BINDING EFFECT. This agreement shall bind and benefit the parties and
their successors and permitted assigns.
30. TIME IS THE ESSENCE. Time is the essence in the performance of this
lease.
31. APPLICABLE LAW. This lease shall be interpreted and enforced pursuant
to the laws of the State of Michigan and any action commenced with
respect to this lease shall be filed in the district court or the
circuit court for the County of Xxxxxxxxxx, State of Michigan.
7
32. COMMENCEMENT DATE. This lease shall be effective on _____________, 2001
which date shall be deemed to be its commencement date.
Lessee Lessor
Marketing WorldWide, Inc.
/S/ XXXXX X. XXXXXX /S/ XXXXX X. XXXXX
------------------------------------ ----------------------------------
By: Xxxxx X. Xxxxxx Xxxxx X. Xxxxx
Its Chief Financial Officer,
Secretary and Treasurer
Dated: 7/2/01 Dated: 7-8-01
--------- ---------
8
EXHIBIT (10)(10) Real Property Lease Agreement for 00000 Xxxxx Xxxx
COMMERCIAL PROPERTY LEASE
Xxxxx X. Xxxxx, of 7630 M68, Xxxxxx Xxxxx, XX 00000, the lessor, and
Marketing WorldWide, Inc. OF 0000 Xxxxxxxxxx Xxxx, Xxxx Xxxxxx, XX 00000 and
11224 Xxxxx Road, Suites X & X, Xxxxxxxx Xx. 0, Xxxxxxxx Xxxx, XX 00000, the
lessee, enter into this lease subject to the following conditions:
1. PREMISES. The lessor leases to the lessee the property located at
Suites A & B of Building No. 2, a part of an industrial park at 00000
Xxxxx Xxxx, Xxxxxxxx Xxxx, XX, consisting of approximately One Thousand
Five Hundred (1,500) square feet of office space and Seven Thousand Six
Hundred (7,600) square feet of manufacturing/shop space, together with
the use of the parking spaces in closest proximity to the premises.
2. TERM. The term of this lease shall be three (3) years commencing on
AUGUST 1ST, 2001 and continuing until JULY 31ST, 2004.
3. RENT.
a. BASE RENT. The lessee shall pay the lessor the sum of One
Hundred Ninety Seven Thousand Nine Hundred Twenty-five Dollars
($197,925) as base rent for the premises, to be paid in
monthly installments, as follows:
Five Thousand One Hundred Eighteen Dollars and 75/100 Dollars
($5,118.75) for the first twelve (12) months; and
Five Thousand Six Hundred Eighty-seven Dollars and 50/100
($5,687.50) for the following twenty-four (24) months,
all starting on the commencement date. Monthly installments of
rent shall be due and payable in advance on the 1ST day of
each calendar month. Rent shall be paid to the lessor at the
address shown above or any other place designated in writing
by the lessor. The first month's rent shall be paid on the
date of the signing of this lease.
b. ADDITIONAL RENT. The lessee shall be responsible for the
payment of all the utility services for the premises,
including water, sewer, gas, electricity, heat, telephone and
other services of any kind delivered to the premises. The
lessee shall pay for all other services contracted for by the
lessee as soon as an invoice is presented so that no past due
accounts arise. In addition, any fees,
1
costs, or expenses incurred by the lessor for enforcing the
lessee's obligations under this lease, including reasonable
attorney fees, shall be additional rent owing under the lease
and shall be immediately due and payable by the lessee.
c. LATE FEE. In the event that lessee fails to pay any amount of
rent due within ten (10) days of the due date, After August 1,
under this lease, the lessor shall assess the lessee a late
fee of Two Hundred Dollars ($200) which the lessee shall pay
together with the past-due rent prior to any other amount of
rent becoming due.
4. SECURITY DEPOSIT. The lessee shall pay to the lessor a security deposit
of Five Thousand Six Hundred Eighty-seven and 50/100 Dollars
($5,687.50) on signing this lease. The lessee shall be given credit of
Two Thousand Two Hundred Seventy-five Dollars ($2,275) toward this
amount, reflecting the security deposit given by lessee to lessor
pursuant to a certain COMMERCIAL PROPERTY LEASE between the parties
dated 6-29-99 with respect to Suite B of Building No. 1 of the
industrial park at 0000 Xxxxx Xxxx Industrial Park Drive, Xxxxxxxx
Lake, Michigan which lease is, by the execution of this lease,
terminated in all of its terms and conditions by mutual agreement of
the parties. Both parties acknowledge and agree that each of them has
performed all of their respective obligations pursuant to said former
COMMERCIAL PROPERTY LEASE. The lessor may commingle the security
deposit with other funds and use it as the lessor determines- No
interest shall be paid on the security deposit during the term of this
lease. At the end of the lease term, the security deposit shall be
returned to the lessee unless the lessee has defaulted under this
lease. If the lessee defaults under this lease, the security deposit
may be used to pay any costs or damages, direct or contingent.
5. SIGNS. All signs placed on the premises shall be in keeping with the
character and decor of the premises and no signs shall be placed on the
premises except with the written approval of lessor, which approval
will not be unreasonably withheld.
6. ACCEPTANCE OF OCCUPANCY. The lessee shall commence occupancy of the
premises on the commencement date and begin paying rent as required by
this lease. The lessee acknowledges that the premises are in a state of
repair that is acceptable for the lessee's intended use of the
premises.
2
7. VACATION OF THE PREMISES. The lessee shall not vacate or abandon the
premises during the term of this lease. If the lessee does abandon or
vacate the premises or is dispossessed by process of law or otherwise,
any of the lessee's personal property that is left on the premises
shall be deemed abandoned by the lessee, at the option of the lessor.
8. USE. The premises are to be used and occupied by the lessee for
distribution of automotive accessories and trim items and for no other
purpose without the written consent of lessor. The premises shall not
be occupied or used by more persons than permitted by applicable fire
and/or safety statutes, ordinances, rules and/or regulations. No
activity shall be conducted on the premises that does not comply with
all state and local laws. No material or waste which is designated as
hazardous material or hazardous waste by any local, state or federal
agency or entity of any kind shall be permitted, used, created or
deposited on the premises.
9. REPAIRS AND MAINTENANCE. The lessee shall be responsible for all
maintenance and repair of the premises. The lessee must repair and
maintain the premises at the lessee's expense. The premises shall be
kept in good and safe condition, including any plate glass windows, the
electrical wiring, the plumbing, any other system or equipment on the
premises, structural members of all buildings, and other improvements
on the premises. Lessor shall be responsible for all maintenance and
repair of the common areas of the industrial park.
10. SURRENDER OF THE PREMISES. The lessee shall surrender the premises to
the lessor when this lease expires, broom clean and in the same
condition as on the commencement date, except for normal wear and tear.
11. ENTRY AND INSPECTION. The lessee shall permit the lessor or the
lessor's agents to enter the premises at reasonable times and with
reasonable notice, to inspect and repair the premises. During the 90
days before the lease expires, the lessee shall permit the lessor to
place standard "For Lease" signs on the premises and permit persons
desiring to lease the premises to inspect the premises.
12. TAXES AND ASSESSMENTS. The lessee shall pay all personal property taxes
and assessments levied against the premises during the term of this
lease. All taxes levied on personal property owned or leased by the
lessee are the sole responsibility of the lessee. The lessor shall pay
all real estate taxes and assessments levied against the premises
3
during the term of this lease and the same shall be his sole
responsibility (except those resulting from alteration by lessee, in
which case lessee shall reimburse lessor for the cost of any additional
taxes or assessments resulting from such alteration).
13. ALTERATIONS. The lessee may not cause any change to the premises,
either structural or cosmetic, without the written approval of the
lessor. In any event, any such work shall be performed by licensed
contractors where licensing for such work is available through the
State of Michigan and all such work shall be done without injury to any
structural portion of the building. Any improvements constructed on the
premises shall become the property of the lessor when this lease
terminates. The lessor shall have total discretion on his approval of
proposed alterations.
14. ASSIGNMENT AND SUBLETTING. The lessee may not assign, sublet, or
otherwise transfer or convey its interest or any portion of its
interest in the premises without written consent from the lessor. The
lessor shall have total discretion on its approval of proposed
assignments or subleases.
15. TRADE FIXTURES. All trade fixtures and movable equipment installed by
the lessee in connection with the business it conducts on the premises
shall remain the property of the lessee and shall be removed when this
lease expires. The lessee shall repair any damage caused by the removal
of such fixtures, and the premises shall be restored to the original
condition.
15. INSURANCE. The lessor shall insure the premises, including all
buildings and improvements (except those resulting from alteration by
lessee, in which case lessee shall reimburse lessor for the cost of any
additional insurance premium required as a result of such alteration),
for the replacement cost of the buildings and improvements, against
loss or damage under a policy or policies of fire and extended coverage
insurance, including additional perils. The lessee shall obtain and
maintain in full force general liability and property damage insurance
with coverage of not less than one Million Dollars ($1,000,000.00) for
injury or death to any one person, One Million Dollars ($1,000,000.00)
for injury or death to more than one person, and One Million Dollars
($1,000,000.00) for property damage, covering all claims for injuries
to persons occurring on or around the premises. The lessor must approve
the amount and the issuing company of the insurance. The lessee shall
obtain and maintain environmental
4
insurance in an amount and form acceptable to the lessor to cover the
costs of any cleanup assessment investigation and the costs of cleaning
up any contamination or pollution on the premises. Each insurance
policy shall also contain a provision exempting the lessor from any
loss of coverage as an insured due to the acts of the lessee. The
lessee shall give the lessor customary insurance certifications
evidencing that the insurance is in effect during the term of the
lease. All policies must also provide for notice by the insurance
company to the lessor of any termination or cancellation of a policy at
least 30 days in advance. All policies shall name both the lessee and
the lessor as insured parties.
17. THE LESSEE'S LIABILITY. All the lessee's personal property, including
trade fixtures, on the premises shall be kept at the lessee's sole
risk, and the lessor shall not be responsible for any loss of business
or other loss or damage that is occasioned by the acts or omissions of
persons occupying adjoining premises or any part of the premises
adjacent to or connected with the premises.
18. DESTRUCTION OF THE PREMISES. If the premises are partially damaged or
destroyed through no fault of the lessee, the lessor shall, at its own
expense, promptly repair and restore the premises. If the premises are
partially damaged, rent shall not xxxxx in whole or in part during the
period of restoration. If the premises are totally destroyed through no
fault of the lessee or if the premises cannot be repaired and restored
within 180 days, either party may terminate this lease effective the
date of the destruction by giving the other party written notice of
termination within 10 days after the destruction. If such a notice is
given within that period, this lease shall terminate and rent shall be
adjusted between the parties to the date of the surrender of
possession. If the notice is not given within the required period, this
lease shall continue, without abatement of rent, and the lessor shall
repair the premises.
19. MUTUAL RELEASES. The lessor and the lessee, and all parties claiming
under them, release each other from all claims and liabilities arising
from or caused by any hazards covered by insurance on the leased
premises or covered by insurance in connection with property or
activities on the premises, regardless of the cause of the damage or
loss.
20. CONDEMNATION. If any part of the premises is taken for any public or
quasi-public purpose pursuant to any power of eminent domain, or by
private sale in lieu of eminent domain,
5
either the lessor or the lessee may terminate this lease, effective on
the date the public authority takes possession. All damages for the
condemnation of the premises, or damages awarded because of the taking,
shall be payable to and the sole property of the lessor.
21. INDEMNITY. The lessee agrees to indemnify and defend the lessor for any
liability, loss, damage, cost, or expense (including attorney fees)
based on any claim, demand, suit, or action by any party with respect
to any personal injury (including death) or property damages, from any
cause, with respect to the lessee or the premises, except for liability
resulting from the intentional acts or gross negligence of the lessor
or its employees, agents, invitees, or business visitors.
22. DEFAULT AND RE-ENTRY. If the lessee fails to pay rent when due; if the
lessee fails to perform any other obligations under this agreement
within 10 days after receiving written notice of the default from the
lessor; if the lessee makes any assignment for the benefit of creditors
or a receiver is appointed for the lessee or its property; or if any
proceedings are instituted by or against the lessee for bankruptcy
(including reorganization) or under any insolvency laws, the lessor may
terminate this lease, re-enter the premises, and seek to relet the
premises on whatever terms the lessor deems advisable. Notwithstanding
re-entry by the lessor, the lessee shall continue to be liable to the
lessor for rent owed under this lease and for any rent deficiency that
results from reletting the premises during the term of this lease.
Notwithstanding any reletting without termination, the lessor may at
any time elect to terminate this lease for any default by the lessee by
giving the lessee written notice of the termination.
In addition to the lessor's other rights and remedies as stated in this
lease, and without waiving any of those rights, if the lessor deems
necessary any repairs that the lessee is required to make or if the
lessee defaults in the performance of any of its obligations under this
lease, the lessor may make repairs or cure defaults and shall not be
responsible to the lessee for any loss or damage that is caused by that
action. The lessee shall immediately pay to the lessor, on demand, the
lessor's costs for curing any defaults, as additional rent under this
lease.
23. SUBORDINATION. This lease and the lessee's rights under it shall at all
times be subordinate to the lien of any mortgage
6
the lessor places on the premises or to any collateral assignment the
lessor makes of this lease or of rent under this lease. However, as
long as the lessee is not in default under this lease, the foreclosure
of a mortgage given by the lessor shall not affect the lessee's rights
under this lease. At the request of any lienholder, the lessee shall
provide the lessor with a customary tenant's estoppel letter regarding
the status of this lease. If the lessor defaults on the payment of its
mortgage on the premises, the lessee may make the monthly payment owed
under the mortgage note and deduct that amount from the rent owed under
this lease.
24. NOTICES. Any notices required under this lease shal1 be in writing and
served in person or sent by registered or certified mail, return
receipt requested, to the addresses of the parties stated in this lease
or to such other addresses as the parties substitute by written notice.
Notices shall be effective on the date of the first attempted delivery.
25. THE LESSEE'S POSSESSION AND ENJOYMENT. As long as the lessee pays the
rent as specified in this lease and performs all its obligations under
this lease, the lessee may peacefully and quietly hold and enjoy the
premises for the term of this lease.
26. HOLDING OVER. If the lessee does not vacate the premises at the end of
the term of this lease, the holding over shall constitute a
month-to-month tenancy at a monthly rental rate to be set by the lessor
at its sole discretion.
27. ENTIRE AGREEMENT. This agreement contains the entire agreement of the
parties with respect to its subject matter. This agreement may not be
modified except by a written document signed by the parties.
28. WAIVER. The failure of the lessor to enforce any condition of this
lease shall not be a waiver of its right to enforce every condition of
this lease. No provision of this lease shall be deemed to have been
waived unless the waiver is in writing.
29. BINDING EFFECT. This agreement shall bind and benefit the parties and
their successors and permitted assigns.
30. TIME IS THE ESSENCE. Time is the essence in the performance of this
lease.
31. APPLICABLE LAW. This lease shall be interpreted and enforced pursuant
to the laws of the State of Michigan and any action commenced with
respect to this lease shall be filed in the district court or the
circuit court for the County of Xxxxxxxxxx, State of Michigan.
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32. COMMENCEMENT DATE. This lease shall be effective on _____________, 2001
which date shall be deemed to be its commencement date.
Lessee Lessor
Marketing WorldWide, Inc.
/S/ XXXXX X. XXXXXX /S/ XXXXX X. XXXXX
------------------------------------ ----------------------------------
By: Xxxxx X. Xxxxxx Xxxxx X. Xxxxx
Its Chief Financial Officer,
Secretary and Treasurer
Dated: 7/2/01 Dated: 7-8-01
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