AGREEMENT OF SUBLEASE
between
NEDERLANDER TELEVISION AND FILM PRODUCTION, INC.,
Sublandlord
and
XXXXXXX SPORTS INC.,
Subtenant
Premises:
--------
Portion of the 00xx Xxxxx
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx
AGREEMENT OF SUBLEASE, made as of the ____ day of February, 2000, between
NEDERLANDER TELEVISION AND FILM PRODUCTION, INC., a New York corporation, having
an office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx ("Sublandlord"), and XXXXXXX
SPORTS INC., a Delaware corporation, having an office at 0000 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx ("Subtenant").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, pursuant to a Lease Agreement (the "Lease"), dated as of August
24, 1999, between BROADWAY AND 41ST ASSOCIATES LIMITED PARTNERSHIP ("Prime
Landlord"), as landlord, and Sublandlord, as tenant, Prime Landlord leased to
Sublandlord certain premises (the "Entire Premises") comprised of the entire
20th Floor of the building known as 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the
"Building"), as such premises are more particularly described in the Lease; and
WHEREAS, Sublandlord desires to sublease to Subtenant that portion of the
Entire Premises consisting of approximately 3,476 square feet of rentable space
on the 20th Floor (the "Demised Premises"), and Subtenant desires to hire the
Demised Premises from Sublandlord on the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is mutually agreed as follows:
1. Subleasing of Demised Premises. Sublandlord hereby subleases to
Subtenant, and Subtenant hereby hires from Sublandlord, the Demised Premises,
upon and subject to the terms and conditions hereinafter set forth, as the
Demised Premises are more particularly depicted on the floor plan annexed hereto
as Exhibit A.
2. Term. Subject to the terms hereof, the term (the "Term") of this
Sublease shall commence on the date (the "Commencement Date") which is the later
to occur of (x) the date upon which the construction work in the Demised
Premises is substantially completed, and (y) the date upon which the Consent (as
defined in Article 8 hereof) is obtained, and shall expire on September 29, 2009
(the "Expiration Date"), or on such earlier date that the Term expires or
terminates pursuant to any of the conditions or covenants of this Sublease or
pursuant to law.
3. Fixed Rent and Additional Rent.
3.1. Subtenant shall pay to Sublandlord, commencing on the Commencement
Date and throughout the Term, in currency which at the time of payment is legal
tender for public and private debts in the United States of America, the fixed
rent ("Fixed Rent"), three (3) business days prior to the first (1st) day of
each month during the Term (except that Subtenant shall pay the first full
monthly installment of Fixed Rent on the execution hereof):
(a) for the period commencing on the Commencement Date and ending on
September 30, 2002, the sum of One Hundred Sixteen Thousand Nine Hundred Seventy
and 00/100 Dollars ($116,970.00) per annum, payable in equal monthly
installments of $9,747.50;
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(b) for the period commencing on October 1, 2002, and ending on September
30, 2005, the sum of One Hundred Twenty-Three Thousand Nine Hundred Twenty-Two
and 00/100 Dollars ($123,922.00) per annum, payable in equal monthly
installments of $10,326.83;
(c) for the period commencing on October 1, 2005, and ending on September
30, 2008, the sum of One Hundred Thirty Thousand Eight Hundred Seventy-Four and
00/100 Dollars ($130,874.00) per annum, payable in equal monthly installments of
$10,906.17; and
(d) for the period commencing on October 1, 2008, and ending on September
29, 2009, the sum of One Hundred Thirty-Seven Thousand Eight Hundred Twenty-Six
and 00/100 Dollars ($137,826.00) per annum, payable in equal monthly
installments of $11,485.50.
3.2. For each Tax Year during the Term, Subtenant shall pay to Sublandlord
as and for additional rent an amount equal to thirty-two and four-tenths percent
(32.4%) ("Subtenant's Percentage") of the amount by which Sublandlord's Tax
Payment, as defined in Article 40 of the Lease (the "Tax Payment") exceeds the
Tax Payment for Tax Year 1999/2000. Subtenant's Percentage for each Tax Year
shall be due and payable in installments in the same manner that the Tax Payment
for such Tax Year is due and payable by Sublandlord to Prime Landlord. Subtenant
shall pay the Subtenant's Percentage within ten (10) days after the forwarding
by Sublandlord to Subtenant of a statement furnished to Sublandlord by Prime
Landlord; provided, however, in no event shall Subtenant be required to remit
such amount to Sublandlord more than ten (10) days in advance of when such
amount is due and payable by Sublandlord to Prime Landlord. Subtenant shall be
entitled to Subtenant's Percentage of any refunds of such Tax Payment that are
paid or credited to Sublandlord by Prime Landlord under the Lease. Sublandlord
shall pay or credit Subtenant in respect of any such refunds promptly after
Sublandlord is paid or credited such refunds under the Lease.
3.3. For each Operating Year during the term subsequent to the calendar
year ending December 31, 2000 (the "Base Year"), Subtenant shall pay to
Sublandlord thirty-two and four-tenths percent (32.4%) ("Subtenant's Share") of
the Operating Expenses (as such term is defined in the Article 41 of the Lease)
that are payable by Sublandlord to Prime Landlord under the Lease on the dates
and in the manner provided in the Lease. Subtenant shall pay the Subtenant's
Share to Sublandlord within ten (10) days after the forwarding by Sublandlord to
Subtenant of the Escalation Statement (as such term is defined in Article 41 of
the Lease) or similar statement received by Sublandlord; provided, however, in
no event shall Subtenant be required to remit such amount to Sublandlord more
than ten (10) days in advance of when such amount is due and payable by
Sublandlord to Prime Landlord. Subtenant shall be entitled to Subtenant's Share
of any refunds of such Operating Expenses that are paid or credited to
Sublandlord by Prime Landlord under the Lease. Sublandlord shall pay or credit
Subtenant in respect of any such refunds promptly after Sublandlord is paid or
credited such refunds under the Lease.
3.4. Subtenant shall pay to Sublandlord, on account of electricity consumed
in the Demised Premises, thirty-two and four-tenths percent (32.4%) of the cost
of electricity consumed in the Entire Premises, as measured by a submeter or
submeters as provided in Article 43 of the Lease. Subtenant shall make such
payment on account of electricity to Sublandlord within ten (10) days after
rendition of a xxxx therefor; provided, however, in no event shall Subtenant be
required
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to remit such amount to Sublandlord more than ten (10) days in advance of when
such amount is due and payable by Sublandlord to Prime Landlord.
3.5. All Fixed Rent, Subtenant's Percentage of taxes, Subtenant's Share of
Operating Expenses, additional rent, electricity, and all other costs, charges
and sums payable by Subtenant hereunder (collectively the "Rental"), shall
constitute rent under this Sublease, and shall be payable to Sublandlord at its
address as set forth in Article 13 hereof, unless Sublandlord shall otherwise so
direct in writing.
3.6. Subtenant shall promptly pay the Rental as and when the same shall
become due and payable without set-off, offset or deduction of any kind
whatsoever, except as expressly set forth herein, and, in the event of
Subtenant's failure to pay the same when due (subject to grace periods provided
herein), Sublandlord shall have all of the rights and remedies provided for
herein or at law or in equity, including, without limitation, the right to
collect interest pursuant to Article 39 of the Lease.
3.7. Sublandlord's failure during the Term to prepare and deliver any
statements or bills required to be delivered to Subtenant hereunder, or
Sublandlord's or Subtenant's failure, as the case may be, to make a demand under
this Article 3 or under any other provisions of this Sublease shall not in any
way be deemed to be a waiver of any such breach, agreement, term, covenant or
condition, or cause Sublandlord to forfeit or surrender its rights to collect
any Rental which may have become due pursuant to this Article 3 during the Term.
Subtenant's liability for the Fixed Rent and additional rent due under this
Article 3 accruing during the Term, and Sublandlord's obligation to refund
overpayments of or adjustments of any Rental paid to it by Subtenant, shall
survive the expiration or sooner termination of this Sublease.
3.8. Except as otherwise provided herein, in no event shall any adjustment
of any payments payable by Subtenant result in a decrease in the Fixed Rent, nor
shall any adjustment of any item of additional rent payable by Subtenant result
in a decrease in any other item of additional rent payable by Subtenant, it
being understood and agreed that the payment of any item of additional rent
under this Article 3 is an obligation supplemental to Subtenant's obligations to
pay Fixed Rent and any other item of additional rent. Notwithstanding anything
to the contrary contained in this Article 3, the Fixed Rent payable by Subtenant
to Sublandlord under Section 3.1 hereof shall be abated during the period
commencing on the Commencement Date and ending on the date on which
Sublandlord's abatement of Fixed Rent payable by Sublandlord to Prime Landlord
ends pursuant to Section 39(e) of the Lease (it being understood and agreed that
Sublandlord's rent abatement under Section 39(e) of the Lease ends on March 31,
2000).
4. Subordination to and Incorporation of the Lease.
4.1. This Sublease is in all respects subject and subordinate to the terms
and conditions of the Lease (a true and complete copy of which has been
furnished by Sublandlord to Subtenant), and to all matters to which the Lease is
subject and subordinate. Subtenant shall indemnify Sublandlord for, and shall
hold it harmless from and against, any and all losses, damages, penalties,
liabilities, costs and expenses, including, without limitation, reasonable
attorneys' fees and disbursements, which may be sustained or incurred by
Sublandlord by reason of Subtenant's failure to keep, observe or perform any of
the terms, provisions, covenants, conditions and obligations on
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Sublandlord's part to be kept, observed or performed under the Lease to the
extent same shall have been incorporated herein, or otherwise arising out of or
with respect to Subtenant's use and occupancy of the Demised Premises from and
after the Commencement Date.
4.2. Except as otherwise expressly provided in, or otherwise inconsistent
with, this Sublease, or to the extent not applicable to the Demised Premises,
the terms, provisions, covenants, stipulations, conditions, rights, obligations,
remedies and agreements contained in the Lease are incorporated in this Sublease
by reference, and are made a part hereof as if herein set forth at length;
provided that the following portions of the Lease shall not so be incorporated
herein: "Basic Lease Provisions", Section 1, Section 28, Section 34, Section 38,
Section 39(a) and (f), Xxxxxxx 00, Xxxxxxx 00, Xxxxxxx 00(x),(x),(x),(x)-(x),
Section 70, Section 76, and Exhibits A, B, and C; provided further that for
purposes of this Agreement:
(a) the term "Landlord" shall be deemed to refer to Sublandlord;
(b) the term "Tenant" shall be deemed to refer to Subtenant;
(c) the term "Premises" shall be deemed to refer to the Demised Premises;
(d) the term "this Lease" shall be deemed to refer to this Sublease or this
Agreement;
(e) the term the "Fixed Rents" shall be deemed to refer to the Fixed Rent;
(f) in any case in the Lease where Landlord reserves the right to enter the
Demised Premises, for purposes of incorporation herein, such right shall inure
to Sublandlord and to Prime Landlord;
(g) to the extent that the Lease requires Tenant to maintain any insurance
policy naming Landlord as an additional insured thereunder, for purposes of
incorporation herein, Subtenant shall name Sublandlord and Prime Landlord as
additional insureds thereunder; and
5. Security Deposit. Subtenant shall deposit with Sublandlord on the
signing of this Sublease an amount equal to Thirty-Eight Thousand Nine Hundred
Ninety and 00/100 Dollars ($38,990.00) as security for the faithful performance
and observance by Subtenant of the terms, covenants, conditions and provisions
of this Sublease, including, without limitation, the surrender of possession of
the Demised Premises to Sublandlord as herein provided. If an Event of Default
shall occur and be continuing, Sublandlord may apply the whole or any part of
the security so deposited (i) toward the payment of any Fixed Rent, additional
rent or any other item of Rental as to which Subtenant is in default, (ii)
toward any sum which Sublandlord may reasonably expend or be required to expend
by reason of Subtenant's default in respect of any of the terms, covenants and
conditions of this Sublease, including, without limitation, any damage,
liability or expense (including, without limitation, reasonable attorneys' fees
and disbursements) incurred or suffered by Sublandlord, and (iii) toward any
damage or deficiency incurred or suffered by Sublandlord in the re-subletting of
the Demised Premises, whether such damages or deficiency accrue or accrues
before or after summary proceedings or other re-entry by Sublandlord. If
Sublandlord applies or retains any part of the security so deposited in
accordance
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with the terms hereof, Subtenant, upon demand, shall deposit with Sublandlord
the amount so applied or retained so that Sublandlord shall have the full
deposit on hand at all times during the Term. If Subtenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions of
this Sublease, the security shall be returned to Subtenant within thirty (30)
days after the Expiration Date and after delivery of possession of the Demised
Premises to Sublandlord. Subtenant shall not assign or encumber or attempt to
assign or encumber the monies deposited herein as security and neither
Sublandlord nor its successors or assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance.
6. Covenants and Representations with Respect to the Lease.
6.1. Subtenant shall not do anything that would constitute a default under
the Lease or omit to do anything that Subtenant is obligated to do under the
terms of this Sublease so as to cause there to be a default under the Lease.
Sublandlord shall not do anything that would constitute a default under the
Lease or omit to do anything that Sublandlord is obligated to do under the terms
of the Lease so as to cause there to be a default under the Lease. Sublandlord
shall not terminate, cancel, surrender, modify or amend the Lease so as to
materially deprive Subtenant of its rights under this Sublease, in each case
without the consent of Subtenant, which consent shall not be unreasonably
withheld. Sublandlord represents and warrants to Subtenant that (i) the Lease is
in full force and effect and has not been modified, supplemented or amended
except as set forth herein, (ii) Sublandlord has received no notice that
Sublandlord is in default under the Lease beyond applicable notice and cure
periods, and (iii) Sublandlord has not entered into any sublease, assignment or
occupancy agreement transferring Sublandlord's interest in the Demised Premises
to any party other than Subtenant.
6.2. The time limits set forth in the Lease for the giving of notices,
making of demands, performance of any act, condition or covenant, or the
exercise of any right, remedy or option, are changed for the purpose of this
Sublease, by lengthening or shortening the same in each instance, as
appropriate, so that notices may be given, demands made, or any act, condition
or covenant performed, or any right, remedy or option hereunder exercised, by
Sublandlord or Subtenant, as the case may be (and each party covenants that it
will do so) within three (3) days prior to the expiration of the time limit,
taking into account the maximum grace period, if any, relating thereto contained
in the Lease. Each party shall promptly deliver to the other party copies of all
notices, requests or demands which relate to the Demised Premises or the use or
occupancy thereof after receipt of same from Prime Landlord.
7. Services and Repairs. Notwithstanding anything to the contrary contained
in this Sublease or in the Lease, Sublandlord shall not be required to provide
any of the services that Prime Landlord has agreed to provide, whether or not
specified in the Lease (or required by law), or make any of the repairs or
restorations that Prime Landlord has agreed to make pursuant to the Lease (or
required by law), or provide the parking access, or comply with any laws or
requirements of any governmental authorities, or take any other action that
Prime Landlord has agreed to provide, furnish, make, comply with, or take, or
cause to be provided, furnished, made, complied with or taken under the Lease,
but Sublandlord agrees to use all diligent efforts, at Subtenant's sole cost and
expense, to obtain the same from Prime Landlord (provided, however, that
Sublandlord shall not be obligated to use such efforts or take any action which
might give rise to a default under the Lease), and Subtenant shall rely upon,
and look solely to, Prime Landlord for the provision,
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furnishing or making thereof or compliance therewith. If Prime Landlord shall
default in the performance of any of its obligations under the Lease,
Sublandlord, upon request and at the expense of Subtenant, shall timely
institute and diligently prosecute any action or proceeding which Subtenant, in
its reasonable judgment, deems meritorious, in order to have Prime Landlord make
such repairs, provide such services or comply with any other obligation of Prime
Landlord under the Lease or as required by law.
8. Consents.
8.1. If Prime Landlord shall withhold its consent or approval in connection
with this Sublease or the Demised Premises in any instance where, under the
Lease, the consent or approval of Prime Landlord may not be unreasonably
withheld, Sublandlord, upon the request and at the expense of Subtenant, shall
either (i) timely institute and diligently prosecute any action or proceeding
which Sublandlord, in its reasonable judgment, deems meritorious, in order to
dispute such action by Prime Landlord, or (ii) permit Subtenant, to the extent
allowable under the Lease, to institute and prosecute such action or proceeding
in the name of Sublandlord, provided that Subtenant shall keep Sublandlord
informed of its actions and shall not take any action which might give rise to a
default under the Lease.
8.2. Sublandlord shall not withhold, condition or delay its consent or
approval in connection with any request of Subtenant therefor pursuant to this
Sublease if the Prime Landlord under the Lease has given Prime Landlord's
consent or approval with respect to such request.
8.3. This Sublease shall become effective only if the written consent (the
"Consent") of Prime Landlord is obtained in accordance with the provisions of
the Lease. Upon execution and delivery of this Sublease by Sublandlord and
Subtenant, Sublandlord shall promptly request the consent of Prime Landlord to
this Sublease. Subtenant agrees to cooperate in good faith with Sublandlord and
shall comply with any reasonable requests made of Subtenant by Sublandlord or
Prime Landlord in the procurement of the Consent. If the Consent is not obtained
within sixty (60) days following the execution and delivery of this Sublease
(the "Outside Date") by both parties, then Sublandlord or Subtenant may cancel
this Sublease by giving written notice thereof to the other party not later than
ten (10) days after the Outside Date. Upon either party's receipt of a valid
notice of cancellation, this Sublease shall be null and void and Sublandlord
shall return to Subtenant any amounts theretofore paid by Subtenant to
Sublandlord hereunder, and thereupon neither party shall have any further
obligation to the other under this Sublease. Sublandlord and Subtenant may
agree, upon mutual consent, to postpone the Outside Date. In the event the
parties agree to postpone the Outside Date, Sublandlord and Subtenant shall
execute an agreement confirming the new Outside Date.
9. Termination of Lease. If the Lease is terminated (x) by Prime Landlord
pursuant to the terms thereof with respect to all or any portion of the Entire
Premises prior to the Expiration Date for any reason whatsoever, including,
without limitation, by reason of casualty or condemnation, or (y) by Sublandlord
by reason of casualty or condemnation, then, in either case, this Sublease shall
thereupon terminate with respect to the Demised Premises and (unless such
termination of the Lease shall be as a result of Sublandlord's default
thereunder or a voluntary surrender of the Entire Premises, other than a
surrender of all or any portion of the Entire Premises
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permitted under the Lease with respect to a termination of the Lease by reason
of casualty to or condemnation of all or any portion of the Entire Premises or
the Building) Sublandlord shall not be liable to Subtenant by reason thereof. In
the event of such termination, Sublandlord shall return to Subtenant that
portion of any Rental paid in advance by Subtenant with respect to the Demised
Premises, if any, prorated as of the date of such termination.
10. Damage, Destruction, Fire and other Casualty; Condemnation.
Notwithstanding any contrary provisions of the Lease herein incorporated by
reference, Subtenant shall not have the right to terminate this Sublease as to
all or any part of the Demised Premises, or be entitled to an abatement of Fixed
Rent, additional rent or any other item of Rental, by reason of a casualty or
condemnation affecting the Demised Premises, provided that if Sublandlord is
entitled to an abatement of Fixed Rent, additional rent or any other item of
Rental by reason of a casualty or condemnation affecting the Demised Premises,
then Subtenant shall be entitled to a corresponding abatement with respect to
its corresponding obligation under this Sublease.
11. Assignment/Subletting. Notwithstanding anything to the contrary
contained herein or in the Lease as incorporated herein, Sublandlord shall not
unreasonably withhold, condition or delay its consent to a subletting of the
Demised Premises or to an assignment of this Sublease provided that Prime
Landlord has granted its consent to such subletting or such assignment. Upon the
request of Subtenant, Sublandlord, at Subtenant's sole cost and expense, shall
request the consent of Prime Landlord and cooperate with Subtenant in obtaining
such consent.
12. No Waivers. Failure by Sublandlord or Subtenant, as the case may be, in
any instance to insist upon the strict performance of any one or more of the
obligations of the other party under this Sublease, or to exercise any election
herein contained, shall in no manner be or be deemed to be a waiver by such
party of any of the other party's defaults or breaches hereunder or of any of
such party's rights and remedies by reason of such defaults or breaches, or a
waiver or relinquishment for the future of the requirement of strict performance
of any and all of such other party's obligations hereunder. Further, no payment
by Subtenant or receipt by Sublandlord of a lesser amount than the correct
amount or manner of payment of Rental due hereunder shall be deemed to be other
than a payment on account, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment be deemed to effect or evidence
an accord and satisfaction, and Sublandlord may accept any checks or payments as
made without prejudice to Sublandlord's right to recover the balance or pursue
any other remedy in this Sublease or otherwise provided at law or equity.
13. Notices. Any notice, statement, demand, consent, approval, advice or
other communication required or permitted to be given, rendered or made by
either party to the other, pursuant to this Sublease or pursuant to any
applicable law or requirement of public authority (collectively
"Communications") shall be in writing and shall be deemed to have been properly
given, rendered or made only if sent by (x) personal delivery, receipted by the
party to whom addressed, (y) registered or certified mail, return receipt
requested, posted in a United States post office station in the continental
United States, or (z) nationally recognized overnight courier, in each case
addressed (i) to Sublandlord at its address first above written, Attention: Xx.
Xxxxxx Xxxxxxxxxxx, with a copy to Proskauer Rose LLP, 0000 Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxx, Esq., and (ii) to Subtenant at its
address first above written, Attention:
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________________, with a copy to Xxxxxxxx Xxxx & Brandeis, LLP, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxxx, Esq. All such
Communications shall be deemed to have been given, rendered or made when
delivered and receipted by the party to whom addressed, in the case of personal
delivery, or three (3) days after the day so mailed. Either party may, by notice
as aforesaid actually received, designate a different address or addresses for
Communications intended for it.
14. Broker. Each party hereto covenants, warrants and represents to the
other party that it has had no dealings, conversations or negotiations with any
broker concerning the execution and delivery of this Sublease. Subtenant shall
indemnify and hold Sublandlord harmless from and against any and all claims for
commission, fees, or other compensation by any person or entity who shall claim
to have dealt with Subtenant in connection with this Sublease, and for any and
all costs incurred by Sublandlord in connection with such claims, including,
without limitation, reasonable attorneys' fees and disbursements. Sublandlord
shall indemnify and hold Subtenant harmless from and against any and all claims
for commission, fees, or other compensation by any person or entity who shall
claim to have dealt with Sublandlord in connection with this Sublease, and for
any and all costs incurred by Subtenant in connection with such claims,
including, without limitation, reasonable attorneys' fees and disbursements. The
provisions of this Article 14 shall survive the expiration or earlier
termination of the Term hereof.
15. Condition of the Demised Premises. Subtenant agrees to accept the
Demised Premises in its "as is" condition as of the Commencement Date.
Sublandlord has not made and does not make any representations or warranties as
to the physical condition of the Demised Premises, the use to which the Demised
Premises may be put, or any other matter or thing affecting or relating to the
Demised Premises, except as expressly provided in this Sublease. Sublandlord
shall have no obligations whatsoever to alter, improve, decorate, service,
repair or otherwise prepare the Demised Premises or any of the improvements,
equipment, fixtures or other items therein for Subtenant's occupancy, except
that Sublandlord shall construct Subtenant's offices in accordance with the
plans and specifications attached hereto as Exhibit B and made a part hereof
("Subtenant's Plans"). Subtenant, upon the execution of this Sublease, shall pay
to Sublandlord an amount equal to One Hundred Seventy-Five Thousand and 00/100
Dollars ($175,000.00) ("Subtenant's Contribution") as Subtenant's share of the
costs and expenses incurred by Sublandlord in connection with the buildout of
Subtenant's offices (it being agreed that Subtenant's Contribution shall be
increased to the extent that Subtenant or its representatives request changes to
Subtenant's Plans which increase the costs and expenses incurred by Sublandlord
in connection therewith).
16. Compliance with Law. Subtenant shall not do or permit any act or thing
to be done upon the Demised Premises which may subject Sublandlord to any
liability or responsibility for injury, damages to persons or property or to any
liability by reason of any violation of any requirement of law or any
governmental regulation and shall exercise such control over the Demised
Premises as to fully protect Sublandlord against any such liability.
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17. Miscellaneous.
17.1. This Sublease contains the entire agreement between the parties and
all prior negotiations and agreements are merged in this Sublease. Any agreement
hereafter made shall be ineffective to change, modify or discharge this Sublease
in whole or in part unless such agreement is in writing and signed by the
parties hereto. No provision of this Sublease shall be deemed to have been
waived by Sublandlord or Subtenant unless such waiver be in writing and signed
by Sublandlord or Subtenant, as the case may be. The covenants and agreements
contained in this Sublease shall bind and inure to the benefit of Sublandlord
and Subtenant and their respective permitted successors and assigns.
17.2. In the event that any provision of this Sublease shall be held to be
invalid or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions of this Sublease shall be unaffected
thereby.
17.3. The paragraph headings appearing herein are for purposes of
convenience only and are not deemed to be a part of this Sublease.
17.4. Capitalized terms used herein shall have the same meanings as are
ascribed to them in the Lease, unless otherwise expressly defined herein.
17.5. This Sublease is offered to Subtenant for signature with the express
understanding and agreement that this Sublease shall not be binding upon
Sublandlord unless and until Sublandlord shall have executed and delivered a
fully executed copy of this Sublease to Subtenant.
17.6. Neither the partners comprising Sublandlord and Subtenant (if either
Sublandlord or Subtenant is a partnership), nor the shareholders, partners,
directors or officers of Sublandlord and Subtenant or any of the foregoing
(collectively, the "Parties") shall be liable for the performance of the
obligations of Sublandlord and Subtenant, respectively, under this Sublease.
Sublandlord and Subtenant shall look solely to the other party to enforce its
respective obligations hereunder and shall not seek damages against any of the
Parties. Sublandlord and Subtenant shall look only to the assets of the other
party for the satisfaction of its remedies for the collection of a judgment (or
other judicial process) requiring the payment of money by either Sublandlord or
Subtenant in the event of any default by said party hereunder, and no property
or assets of the Parties shall be subject to levy, execution or other
enforcement procedure for the satisfaction of the remedies of either Sublandlord
or Subtenant under or with respect to this Sublease, the relationship of
Sublandlord and Subtenant hereunder or Subtenant's use or occupancy of the
Demised Premises.
17.7. Notwithstanding anything contained herein, this Sublease shall be
deemed to be a sublease of the Premises and not an assignment, in whole or in
part, of Sublandlord's interest in the Lease.
17.8. This Sublease shall be governed by, and construed in accordance with,
the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement of
Sublease as of the day and year first above written.
NEDERLANDER TELEVISION AND FILM PRODUCTION,
INC., Sublandlord
By: /s/ Xxxxxx Xxxxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title:
XXXXXXX SPORTS INC., Subtenant
By: /s/ Xxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title:
11
Nederlander Television and Film Production, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx
As of March ___, 2000
Xxxxxxx Sports Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx
Re: 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
---------------------------------
Gentlemen:
Reference is made to the Agreement of Sublease, dated as of
______________, 2000, between Nederlander Television and Film Production, Inc.
("Sublandlord"), as sublandlord, and Xxxxxxx Sports Inc. ("Subtenant"), as
subtenant, with respect to a portion of the twentieth (20th) floor of the
building located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (the "Sublease").
Notwithstanding anything to the contrary contained in the Sublease,
Sublandlord and Subtenant hereby agree as follows:
1. Sublandlord and Subtenant each covenants, warrants and represents to the
other party that it has had no dealings, conversations or negotiations with any
broker concerning the execution and delivery of the Sublease other than
Helmsley-Spear, Inc. ("Broker");
2. Subtenant shall indemnify and hold Sublandlord harmless from and against
any and all claims for commission, fees, or other compensation by any person or
entity (other than Broker) who shall claim to have dealt with Subtenant in
connection with the Sublease, and for any and all costs incurred by Sublandlord
in connection with such claims, including, without limitation, reasonable
attorneys' fees and disbursements;
3. Sublandlord shall indemnify and hold Subtenant harmless from and against
any and all claims for commission, fees, or other compensation by any person or
entity (including Broker) who shall claim to have dealt with Sublandlord in
connection with the Sublease, and for any and all costs incurred by Subtenant in
connection with such claims, including, without limitation, reasonable
attorneys' fees and disbursements;
4. Sublandlord shall pay all commission, fees, or other compensation due to
Broker in connection with the Sublease pursuant to a separate agreement between
Sublandlord and Broker; and
5. the provisions set forth in this agreement shall survive the expiration
or earlier termination of the term of the Sublease.
Except as modified by this agreement, the Sublease and all covenants,
agreements, terms and conditions thereof shall remain in full force and effect
and are hereby in all respects ratified and confirmed.
Please indicate your agreement with the foregoing by signing in the space
indicated below.
Very truly yours,
Nederlander Television and Film Production, Inc.
By: /s/ Xxxxxx Xxxxxxxxxxx
--------------------------------------------
Xxxxxx Xxxxxxxxxxx, President
Agreed to:
Xxxxxxx Sports Inc.
By: /s/ Xxxxx Xxxxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxxxx
Title:
EXHIBIT A
Floor Plan of the Demised Premises
The attached floor plan is annexed to and made a part of this Sublease solely to
indicate the Demised Premises by outlining. All areas, conditions, dimensions,
and location are approximate.
EXHIBIT B
Subtenant's Plans
See Attached
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