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EXHBIT 10.13
SUBLEASE
1. PARTIES
This Sublease dated this 22 day of November, 1996, is made between
ENVIRONMENTAL DESIGN INTERNATIONAL, LTD.("Sublessor") and XXXXXXX
CENTRAL, INC.("Sublessee").
2. MASTER LEASE
Sublessor is the lessee under a written lease dated December 8, 1993,
wherein Resurgens Plaza South Associates, L.P. ("Lessor") leased to
Sublessor the real property located in the City of Atlanta, County of
Xxxxxx, State of Georgia, described as Xxxxx 000, 0000 Xxxxxx Xxxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000. Said lease is herein referred to as the "Master
Lease" and is attached hereto as Exhibit "A".
3. PREMISES
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease the entire portion of the Master Premises
("Premises") consisting of 8,771 rentable square feet as depicted on
Exhibit "B" attached hereto.
4. WARRANTY BY SUBLESSOR
Sublessor warrants and represents to Sublessee that the Master Lease has
not been amended or modified that Sublessor is not now, and as of the
commencement of the Term hereof will not be, in default or breach of any
of the provisions of the Master Lease, and that Sublessor has no
knowledge of any claim by Lessor that Sublessor is in default or breach
of any of the provisions of the Master Lease.
5. TERM
5.1 The Term of this Sublease shall commence on March 1, 1997 and end
on February 28, 2001, unless otherwise sooner terminated in
accordance with the provisions of this Sublease. Possession of the
Premises ("Possession") shall be delivered to Sublessee on the
commencement of the Term and the Premises shall be in
substantially the same condition as they are in as of the date of
this Sublease. If for any reason Sublessor does not deliver
Possession to Sublessee on the commencement of the Term, or same
are not in the condition set forth above, Sublessor shall not be
subject to any liability for such failure, the Termination Date
shall not be extended by the delay, and the validity of this
Sublease shall not be impaired, but rent shall xxxxx until
delivery of Possession in the condition set forth above.
Notwithstanding the
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foregoing, if Sublessor has not delivered Possession in the
condition set forth above to Sublessee on or before April 1, 1997,
then at any time thereafter and before such delivery of
Possession, Sublessee may give written notice to Sublessor of
Sublessee's intention to cancel this Sublease. Said notice shall
set forth an effective date for such cancellation which shall be
at least ten (10) days after delivery of said notice to Sublessor.
If Sublessor delivers such Possession to Sublessee on or before
such effective date, this Sublease shall remain in full force and
effect. If Sublessor fails to deliver such possession to sublessee
on or before such effective date, then, at the option of
Sublessee: (a) this Sublease shall be canceled, in which case all
consideration previously paid by Sublessee to Sublessor on account
of this Sublease shall be returned to Sublessee, this Sublease
shall thereafter be of no further force or effect, and Sublessor
shall have no further liability to Sublessee on account of such
delay or cancellation; or (b) Sublessee may take whatever actions
and remedies it is entitled to at law and/or equity. If Sublessor
permits Sublessee to take Possession prior to the commencement of
the Term, such early Possession shall not advance the Termination
Date and shall be subject to the provisions of this Sublease
including, without limitation, the payment of rent.
5.2 Subject to the prior written consent of Sublessee, Lessor may
terminate the Master Lease at any time during the Term. In the
event of any termination of this Sublease under the provisions of
this, paragraph 5.2, the Sublease shall, after the termination, be
of no further force or effect and, except as set forth in this,
paragraph 5.2, Sublessee shall have no further liability to
Sublessor on account of this Sublease or any matters related
thereto.
6. RENT
Sublessee shall pay to Lessor as minimum rent, without deduction, set
off, notice or demand at the office of Lessor, the sum set forth below,
per month, in advance, on the first day of each month of the Term. If the
Term begins or ends on a day other than the first or last day of the
month, the rent for the partial month shall be prorated on a per diem
basis.
March 1997 to February 1998 9,352.04
March 1998 to February 1999 10,082.96
March 1999 to February 2000 10,813.87
March 2000 to February 2001 11,544.79
In addition to the above, Sublessee shall also pay to Lessor Additional
Rental and all other sums due Lessor under the Master Lease during the
Term to the extent that such Additional Rent is applicable to the
Premises and the Term.
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7. USE OF PREMISES
The Premises shall be used and occupied only for general office purposes
and for no other use or purpose.
8. ASSIGNMENT AND SUBLETTING
Sublessee shall not assign this Sublease or further sublet all or any
part of the Premises without the prior written consent of Sublessor,
which consent shall not be unreasonably withheld (and the consent of
Lessor, if such is required under the terms of the Master Lease).
Notwithstanding anything to the contrary, however, Sublessee shall have
the right to sublet or assign all or any part of the Premises to any
entity with which Sublessee is related through full or partial common
control, ownership or management.
9. OTHER PROVISIONS OF SUBLEASE
All applicable terms and conditions of the Master Lease are incorporated
into and made a part of this Sublease as if Sublessor were the lessor
thereunder, Sublessee the lessee thereunder, and the Premises the Master
Premises, except for the rental amounts stipulated herein. Sublessee
assumes and agrees to perform the lessee's obligations under the Master
Lease during the Term to the extent that such obligations are applicable
to the Premises and the Term. Neither Sublessor nor Sublessee shall
commit or suffer any act or omission that will violate any of the
provisions of the Master Lease. Sublessor shall exercise due diligence in
attempting to cause Lessor to perform its obligations under the Master
Lease for the benefit of Sublessee. If the Master Lease terminates, this
Sublease shall terminate and the parties shall be relieved of any further
liability or obligation under this Sublease, provided however, that if
the Master Lease terminates as a result of a default or breach by
Sublessor or Sublessee under this Sublease and/or the Master Lease, then
the defaulting party shall be liable to the non-defaulting party for the
damage suffered as a result of such termination.
It is expressly understood and agreed, however, that Sublessor is not in
the position to render any of the services or to perform any of the
obligations required of Sublessor by the terms of this Sublease which are
the responsibility of the Lessor under the Master Lease, and that
performance by Sublessor of its obligations hereunder is conditioned upon
due performance by Lessor of its corresponding obligations under the
Master Lease. It is further understood and agreed, therefore, that
notwithstanding anything to the contrary contained in this Sublease,
Sublessor shall not be in default under this Sublease for failure to
render such services or perform such obligations required of Sublessor by
the terms of this Sublease which are the responsibility of the Lessor
under the Master Lease, but Sublessor agrees to exercise due diligence
to insure that Lessor performs said obligations as above provided. The
terms "due diligence" shall not include legal action against Lessor for
its failure to so perform unless Sublessee agrees to pay all costs and
expenses incurred in connection therewith.
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10. ATTORNEYS' FEES
If Sublessor or Sublessee shall commence an action against the other
arising out of or in connection with this Sublease, the prevailing party
shall be entitled to recover its costs of suit and reasonable attorney's
fees.
11. NOTICES
All notices and demands which may or are required or permitted to be
given by either party on the other hereunder shall be in writing. All
notices and demands by the Sublessor to Sublessee shall be sent by United
States Mail, postage prepaid, addressed to the Sublessee at the address
hereinbelow, or to such other place as Sublessee may from time to time
designate in a notice to the Sublessor. All notices and demands by the
Sublessee to Sublessor shall be sent by United States Mail, postage
prepaid, addressed to the Sublessor at the address set forth herein, and
to such other person or place as the Sublessor may from time to time
designate in a notice to the Sublessee.
To Sublessor:
Environmental Design International, Ltd.
0000 Xxxxxx Xxxxx Xx., Xxx. 000
Xxxxxxx, XX 00000
To Sublessee:
Xxxxxxx Central, Inc.
0000 Xxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
12. CONSENT BY LESSOR
Lessor hereby consents to the foregoing Sublease without waiver or
release of any other rights of Lessor under the Master Lease or any
obligations of Sublessor under said Master Lease.
Date: 11/22/96 Date: 11/19/96
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Sublessor: Sublessee:
ENVIRONMENTAL DESIGN XXXXXXX CENTRAL, INC.
INTERNATIONAL, LTD.
By: /s/ Authorized Officer By: /s/ Xxxxx X. Xxxxxxxx
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Title: President Title: Secretary
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RESURGENS PLAZA SOUTH ASSOCIATES, L.P.,
A Georgia Limited Partnership
By: RESURGENS PLAZA SOUTH, LTD.,
A Georgia Limited Partnership
By: RESURGENS - AHE, L.P.,
A Georgia Limited Partnership,
its sole general partner
By: RESURGENS PLAZA - AHE, INC.,
A Georgia Corporation,
its sole general partner
By: /s/ Xxxxx X. XxXxxxx
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XXXXX X. XxXXXXX
Its: President
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