SUBLEASE
STATE OF NEW JERSEY; COUNTY OF XXXXXX: ss.:
THIS SUBLEASE, and the consent of Lessor, is entered into between TOTAL RESEARCH
CORPORATION, a New Jersey corporation, whose business address is 0 Xxxxxxxxxxxx
Xxx, XX 0000, Xxxxxxxxx, Xxx xxxxxx 00000, sublessor, and HEXAWARE TECHNOLOGIES,
whose business address is 00X Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000,
sublessee.
Section I
Demise and Use
Sublessor leases to sublessee and sublessee leases from sublessor the
space described in Section II of this agreement.
Section II
Description of Space
The premises subject to this sublease consist of 10,085 square feet of
space located on the second floor of an office building known as Five
Independence Way, Plainsboro, New Jersey, as shown on Exhibit A attached hereto.
Section III
Building and Lease
Sublessor represents that it holds a lease from Bellemead Development
Corporation, referred to below as lessor, with terms and conditions as set forth
in the Lease dated December 2, 1985, a certain letter agreement dated July 31,
1986, the First Amendment dated January 5, 1987, the Second Amendment dated
November 27, 1990, the Third Amendment dated December 27, 1995, and the Fourth
Amendment dated December 12, 1996 (hereinafter collectively referred to as the
"Master Lease Documents"). A copy of the Master Lease Documents is attached as
Exhibit B.
Section IV
Quiet Enjoyment
If sublessee performs the terms of this sublease, sublessor warrants
that sublessee will have quiet enjoyment and peaceful possession of the space
leased, and that it will defend sublessee in quiet enjoyment and peaceful
possession during the term of this sublease without interruption by sublessor or
owner, or of any person rightfully claiming under either of them.
Section V
Sublessor Obligations, Indemnification, Etc.
Sublessor agrees to pay the rent reserved in the Master Lease Documents
and to perform and observe the lessee's covenants, conditions and stipulations
contained there insofar as they ought to be performed and observed by it.
Sublessor also agrees that it will not enter into any agreement with the owner
relinquishing any rights that may effect sublessee's rights under this Sublease.
Sublessor agrees to indemnify sublessee and hold sublessee harmless from and
against any and all loss, cost and expense and from all claims, demands, suits,
judgments and liabilities, including reasonable attorneys' fees, incurred by
sublessee arising out of the failure of sublessor to perform any covenant, term
or condition contained in the Master Lease Documents or in this sublease.
Section VI
Term of Sublease
The term of this sublease shall be for a period of approximately five
and one-half (5-1/2 years), commencing on the fifth (5th) day after the issuance
of the certificate of occupancy and expiring on the last day of sixty-sixth
(66th) month thereafter.
Section VII
Renewal
Sublessor agrees to conditionally permit sublessee to renew this
sublease for a period to coincide with the period of sublessor's existing term
as set forth in the Master Lease Documents (June 30, 2006). Should sublessee
desire to renew in accordance with the above term, it must give written notice
to sublessor, no later than April 30, 2001 of sublessee's desire to enter into a
sixty (60) day period commencing May 1, 2001, during which sublessor and
sublessee shall attempt to negotiate the rental rate for the renewal period. If
the parties can agree to a rental rate, then the renewal will be exercised by
sublessee and honored by sublessor. Should the parties fail to reach agreement
during the sixty (60) day period, then, should sublessee elect to renew, it must
give written notice of said election to sublessor no later than July 1, 2001.
Said notice shall be given by certified mail, return receipt requested,
addressed to the Chief Financial Officer of sublessor. Upon receipt of said
notice, sublessor shall, within thirty (30) days, notify sublessee whether or
not sublessor intends to retake the space set forth on Exhibit "A" attached
hereto and to therefore refuse and deny sublessee's conditional option to renew.
Should sublessor not elect to retake the space, then sublessor and sublessee
shall mutually determine the market rate for space in such building and shall
thereafter agree upon such rate. Should sublessor and sublessee not be able to
agree upon the market rate, then each party shall appoint a commercial real
estate broker and those two (2) brokers shall appoint a third real estate
broker, and the decision of the three (3) real estate brokers as to the market
rate shall be made and shall be binding upon sublessor and sublessee. All of the
terms of this sublease and the Master Lease Documents shall otherwise remain in
full force and effect.
Section VIII
Sublease Rent
A. Sublessee agrees to pay to sublessor as rent for the premises
in accordance with Schedule A attached hereto, payable monthly
in advance on the first day of each calendar month of the term
of this sublease. If payment has not been received by the
tenth (10th) day of the month, sublessor can elect to apply
funds from the security deposit pursuant to Section XXXII or
to declare sublessee in default.
B. In addition to the above rental payments, Sublessee agrees to
pay its pro rata share of any increase in operating expenses
assessed against Sublessor in accordance with the terms of the
Master Lease Documents. Such pass through by Sublessor to
Sublessee shall be based upon any escalation over the Base
year 1997 and shall be assessed to Sublessee on a pro rat
basis, taking into account the number of square feet taken by
Sublessee versus the number of square feet charged by
Sublessor under the Master Lease Documents by the Master
Lessor. Payment of any escalation in such operating expenses
shall be made to Sublessor in accordance with the provisions
of the Master Lease Documents.
Section IX
Holdover
Any holdover at the expiration of this sublease with sublessor's
consent shall be on a month-to-month basis, which tenancy may then be terminated
as provided by the laws of the State of New Jersey. During such a holdover
tenancy, sublessee agrees to pay monthly to sublessor the same rate of rental as
in effect at the time of such termination and agrees to be bound by the terms of
this sublease if they are applicable. Any holdover by sublessee without
sublessor's express written consent will be at the monthly rate of two (2) times
the previous month's rent.
Section X
Sublessee to Comply with Lease Terms; Indemnity to Lessor
Except for the covenant for the payment of rent reserved in the Master
Lease Documents, sublessee agrees to perform and observe the covenants,
conditions and terms of the Master Lease Documents to be performed and observed
by the lessee with regard to the premises described in Section II, so far as
they ought to be performed and observed by sublessee, and to indemnify sublessor
against all claims, damages and expenses arising out of the nonperformance or
nonobservance of such covenants, conditions and terms.
Section XI
Services and Utilities
Sublessee shall pay all electric and air conditioning charges relating
to the subleased space required to be paid by the Master Lease Documents.
Sublessee is advised that there is an after-hours additional charge for
air-conditioning set forth in the Master Lease Documents.
Section XII
Use for Business Purposes
The premises and space subleased are to be used for office business purposes.
Section XIII
No Waste, Nuisance or Illegal Use
Sublessee shall not commit waste on the demised premises, nor maintain,
commit or permit the maintenance or commission of a nuisance, or use the
premises for an unlawful purpose. Sublessee shall conform to all applicable laws
and ordinances respecting the use and occupancy of the space sublet here
relating to matters not covered elsewhere in this agreement, provided that it
shall not be required to make alterations, additions or improvements to such
premises in order to conform with such laws and ordinances.
Section XIV
Alterations, Additions and Improvements
Sublessee shall not make alterations, additions or improvements on the
premises without first obtaining the written consent of sublessor. All
alterations, additions and improvements that shall be made shall be a
sublessee's expense, shall become sublessor's property and shall remain on and
be surrendered with the premises as a part of the premises at the termination of
this sublease without disturbance, molestation or injury. Sublessee's consent
shall not be unreasonably withheld nor unduly delayed. Nothing contained in this
paragraph shall prevent sublessee from removing all office machines and
equipment and trade fixtures customarily used in its business. Sublessor agrees
that the Desired work as set forth on Schedule B and the Workletter credit are
acceptable. Sublessor agrees to perform the work described in Schedule B at no
cost to sublessee.
Schedule XV
Liens
Sublessee shall keep the leased premises free and clear of liens
arising out of any work performed, materials furnished or obligations incurred
by sublessee, including mechanics' liens.
Section XVI
Signs
Sublessee covenants and agrees that no signs or symbols shall be placed
in the windows or doors of the premises, or on any exterior part of the building
without the sublessor's prior written approval. Any signs placed on the premises
shall be placed subject to the agreement that sublessee will remove them at the
termination of its tenancy, and will repair any damage or injury to the premises
caused by such signs. If the signs are not so removed by sublessee, sublessor
may have them removed at sublessee's expense.
Section XVII
Access for Inspection and Repairs
Upon reasonable notice by sublessor, sublessee shall allow lessor and
sublessor, and their agents, free access at all reasonable times to the premises
sublet for the purpose of inspecting or of making repairs, additions or
alterations to the premises or any property owned by or under the control of
lessor or sublessor.
Section XVIII
Repairs and Maintenance
Subject to the lessor's obligations under the Master Lease Documents, sublessee,
unless specified to the contrary in this agreement, shall maintain the premises
subleased in good repair and tenantable condition during the continuance of this
sublease, except in case of damage arising from the act or negligence of lessor,
sublessor or their agents.
Section XIX
Public Liability Insurance
sublessee agrees to carry liability insurance insuring both sublessee
and sublessor against all claims for personal injury or property damage caused
by conditions or activities on the premises leased pursuant o the Master Lease
Documents, except that the policy shall be cancellable upon thirty (30) days'
written notice to sublessor.
Section XX
Damage or Destruction By Fire, War or Acts of God
In the event that the subleased premises are rendered untenantable in whole or
in substantial part as a result of destruction or damage by fire, acts of war or
acts of God, this lease shall be governed by the provisions of Article 9 of the
Master Lease Documents.
Section XXI
Eminent Domain Proceedings (Condemnation)
If the premises or any part are condemned for public or semi-public use
by eminent domain proceedings, or if by reason of law, ordinance, regulation or
court judgment, sublessee's use of the premises subleased for any of the
specific purposes referred to in this agreement shall be prohibited, sublessee
shall have the right to terminate this lease on written notice to sublessor, and
rental shall be paid only to the time when sublessee surrenders possession of
the premises. In the event of condemnation of only part of the premises
subleased, sublessee may elect to continue in possession of that part of the
premises not so appropriated or condemned under the same terms and conditions of
this sublease, except that in such case sublessee shall be entitled to an
equitable reduction of the rental payment hereunder. Any rental paid in advance
beyond such time shall be returned by sublessor to sublessee on demand.
Sublessee does not waive any right it may have to recover from the condemnation
authority for such damage as it may suffer by reason of such condemnation.
Section XXII
Waiver of One Breach Not Waiver of Others
Waiver of one breach of a term, condition or covenant of this sublease
by either party to this sublease shall be limited to the particular instance and
shall not be construed as a waiver of past or future breaches of the same or
other terms, conditions or covenants.
Section XXIII
Default by Lessor or Sublessor
If the owner fails and neglects to perform the lease, sublessee shall give
written notice to sublessor of such failure and sublessee shall have such rights
sublessor has under the Master Lease Documents. Sublessor agrees to take such
acts as will enable sublessee to have standing to proceed against owner.
Section XXIV
Termination and Re-Entry by Sublessor on Sublessee's Default
If sublessee fails and neglects to perform under this Sublease or is
dispossessed for cause by sublessor before the termination of this sublease, or
any renewal of this sublease, sublessor may elect to enforce whatever rights
accrue to the Master Lessor under the Master Lease Documents. This Sublease may
be forfeited and the sublessor may then make reasonable efforts to relet the
premises. Sublessee shall be liable to sublessor for all damages suffered by
reason of such forfeiture. Such damages shall include, but shall not be limited
to, the following: (1) all actual damages suffered by sublessor until the
property is relet, including reasonable expenses incurred in attempting to
relet; (2) the difference between the rent received when the property is relet
and the rent reserved under this lease.
Until the premises have been relet, sublessee agrees to pay to
sublessor, on the same days as the rental payments are due under this lease, the
actual damages suffered by sublessor since the last payment, either rent or
damages, was made. After the premises have been relet, sublessee agrees to pay
to sublessor, on the last day of each rental period, the difference between the
rent received for the period from reletting and the rent reserved under this
lease for that period.
Section XXV
Applicable Law
New Jersey law shall be used in interpreting this lease and in
determining the rights of the parties under it.
Section XXVI
Surrender of Premises and Keys at Termination
Sublessee agrees that at the expiration of this sublease, it will quit
and surrender the subleased premises without notice and will deliver to
sublessor all keys belonging to the premises
Section XXVII
Disposition of Fixtures and Personal Property at Termination of Lease
All alterations, additions and improvements made by sublessee in
accordance with Section XIV of this sublease, affixed to the premises, shall
become sublessor's property as provided in that section, and shall be
surrendered with the premises as a part of the premises as provided in that
section. Sublessee may remove all personal property, trade fixtures and office
equipment, whether attached to the premises or not, provided that such may be
removed without series damage to the building or premises. All holes or damage
to the building or premises caused by removal of such items shall be repaired
and restored by sublessee promptly after removal of the property. Sublessee
shall be entitled to remove any electrical service connections installed by it
which were designed specifically for the operation of electronic computing
equipment.
Section XXVIII
Notices
Except where otherwise required by statute, all notices given pursuant
to the provisions of this sublease shall be in writing, addressed to the party
to whom the notice is given, and sent by registered or certified mail to the
last known mailing address of the party. Notices to sublessee shall be sent to
00X Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 or to such other address as
sublessee may designate by giving notice hereunder.
Section XXIX
Binding Effect on Heirs, Successors and Assigns
The terms, conditions and covenants of this sublease shall inure to and
be binding on the heirs, successors, administrators, executors and assigns of
the parties to this sublease, except as otherwise provided in this agreement.
Section XXX
No Assignment or Second Sublease Without Consent
Sublessee shall not sell or assign this sublease or any part of this
lease, or any interest, or re-sublet the subleased premises in whole or in part
without first obtaining the written consent of sublessor and lessor in
accordance with the Master Lease Documents. This sublease shall not be assigned
by operation of law. If sublessor and lessor once give consent to assignment of
this sublease or of any interest, they shall not be barred from subsequently
refusing to consent to any further assignment. Any attempt to well, assign or
re-sublease without written consent of sublessor and lessor shall be deemed
sufficient grounds for dispossession and shall entitle sublessor to proceed
pursuant to Section XXIV of this lease is it so elects. Sublessee shall be
permitted to assign the Sublease to any entity into which it is merged or by
which it is acquired, subject to the provisions of the Master Lease Documents.
Section XXXI
Arbitration of Disputes
The parties agree that the disputes under this sublease shall be
arbitrated in accordance with the arbitration laws of the State of New Jersey,
as supplemented by the rules then obtaining of the American Arbitration
Association. Judgment on the aware rendered may be entered in any court having
jurisdiction of the parties.
Section XXXII
Security Deposit
Sublessor acknowledges that it has received the sum of Thirty Thousand
Three Hundred Eight-Nine and 46/100 ($30,389.46) Dollars from sublessee as
security for sublessee's faithful performance of its obligations under this
sublease. Sublessor has the right to use the security deposit towards any
rentals that are more than ten (10) days late and to notice, in writing,
sublessee that it needs to replenish the security deposit so that a full two (2)
months' (at the then current rental rate) security deposit is being held by
sublessor. Failure of the sublessee to so fund the security deposit shall be an
event of default. Sublessor shall return the security deposit to sublessee
within thirty (30) days of the termination of this Sublease, assuming the
sublessee is not in default of any of the Lease provisions.
Section XXXIII
Miscellaneous
By signing this sublease, sublessee approves of the Master Lease
Documents.
Sublessee shall be entitled to receive all the services provided by
owner as set forth in the Master Lease Documents and to the use of the common
areas of the building and parking spaces in accordance with the provisions of
the Master Lease Documents. To the extent such usage is determined by the number
of square feet leased by sublessee, such usage of the common area and parking
spaces shall be pro rata, pursuant to the Master Lease Documents.
Anything to the contrary notwithstanding, sublessor waives its right to
require the sublessee to remove fixtures, panelling, partitions, railings and
like installations placed on the premises.
Except for Sections 48.5(b) and 48.5(c) of the Master , the terms set
forth in the Master Lease Documents, Section 48.5, are deemed included in this
Sublease.
ATTEST: TOTAL RESEARCH CORPORATION
/s/ Xxxxxxx X. Xxxxxx, Xx. By /s/ Xxxx X. Xxxxxxx
-------------------------- ---------------------
Xxxxxxx X. Xxxxxx, Xx. Xxxx X. Xxxxxxx
VP, Controller Vice President
Dated: 7/17/97
ATTEST: HEXAWARE TECHNOLOGIES
/s/ Xxxxxxx X. Xxxxx By /s/Xxxxxxx X. Xxxx
-------------------- --------------------
Print Name: Xxxxxxx X. Xxxx
Title: President & Chief Operating Officer
Dated: June 5, 0000
XXXXX XX XXX XXXXXX, XXXXXX XX XXXXXX: SS.:
I CERTIFY that on July 17, 1997,
personally came before me and this person acknowledged under oath, to my
satisfaction, that:
(a) this person is the secretary of TOTAL RESEARCH CORPORATION, the
corporation named in this instrument;
(b) this person is the attesting witness to the signing of this
instrument by the proper corporate officer who is Xxxx X. Xxxxxxx,
the Vice President of the corporation;
(c) this instrument was signed and delivered by the corporation as its
voluntary act duly authorized by a proper resolution of its Board of
Directors;
(d) this person knows the proper seal of the corporation which was
affixed to this instrument; and
(e) this person signed this proof to attest to the truth of these facts.
Signed and sworn to before me on
July 17, 1997.
/s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxx, Xx.
----------------- --------------------------
Xxxxxxx X. Xxxxxx, Xx.
(Print name of attesting witness below signature)
STATE OF NEW JERSEY, COUNTY OF XXXXXX: SS.:
I CERTIFY that on June 6, 1997,
personally came before me and this person acknowledged under oath, to my
satisfaction, that:
(f) this person is the secretary of HEXAWARE TECHNOLOGIES, the
corporation named in this instrument;
(g) this person is the attesting witness to the signing of this
instrument by the proper corporate officer who is Avi Lele,
the President of the corporation;
(h) this instrument was signed and delivered by the corporation as
its voluntary act duly authorized by a proper resolution of
its Board of Directors;
(i) this person knows the proper seal of the corporation which was
affixed to this instrument; and
(j) this person signed this proof to attest to the truth of these
facts.
Signed and sworn to before me on
July 22, 1997.
/s/ Xxxx Xxxxx Xxxx /s/ Xxxxxxx X. Xxxxx
------------------- --------------------
Xxxxxxx X. Xxxxx
(Print name of attesting witness below signature)
SCHEDULE "A"
Term: Five (5) years and six months from occupancy
Rate: Months 1-12: $13.82/SF
(months 1-6: $11.39/SF)
(months 7-12: $16.25/SF)
Months 13-24: $17.25/SF
Months 25-36: $18.25/SF
Months 37-48: $19.25/SF
Months 49-60: $20.25/SF
Months 61-66: $21.25/SF
Rental rate is computed based on six months at
$16.25/SF for 6,800 SF. Average over the term is $18.08/SF, based on the above
stated sizes.
Base Year: 1997. Any escalation in base year operating expenses
shall be assessed on a pro-rata basis.
SCHEDULE "B"
[Work description attached]
The sublessor agrees to obtain all approvals from the appropriate municipal
bodies and the landlord and to complete the work within ninety (90) days after
receipt of building permits for said approvals.
The sublessee agrees to grant sublessor reasonable extensions for any delays
that are not incurred as a result of sublessor's negligence.
Sublessee and sublessor agree that the certificate of occupancy that is granted
by the municipality may be a temporary certificate of occupancy and there may be
some items on the work letter that are not completely done, and sublessor and
sublessee agree that sublessee shall be entitled to a punch list to be delivered
no later than thirty (30) days after the issuance of the certificate of
occupancy. Sublessor agrees to promptly correct any condition set forth on the
punch list.
Sublessor agrees that sublessee shall have reasonable access to the construction
site in order to allow sublessee's agents to install telephone lines, computer
lines, etc. However, sublessee shall not interfere in any way with sublessor's
work described above.
[LETTER OF COMMERCIAL PROPERTY NETWORK, INC.]
May 19, 1997
Xxxxxxx Xxxx
Hexaware Technologies, Inc.
00 Xxxxxx Xxxx, Xxxxx X000
Xxxxxxxxx, Xxx Xxxxxx 00000
Re: Workletter Allowance
0 Xxxxxxxxxxxx Xxx
Dear Avi:
This letter shall serve as a confirmation of construction funds to be allocated
by Total Research (hereinafter "Tenant") for Hexaware's (hereinafter
"Subtenant") proposed "tenant improvements" at 0 Xxxxxxxxxxxx Xxx. Construction
Drawings reflecting all work to be performed within the demised premises will be
completed in early June.
The following shall be specifically referenced to the Xxxxxxx & Xxxxx space plan
- sheet 1 of 1 - agreed & accepted by Hexaware on May 7, 1997. Tenant, at
Tenant's sole cost and expense, shall provide the following tenant improvements
for Subtenant:
General Expenses,
Architectural Services: Including Construction Drawings and Building Permits.
Debris & Demolition: Removal of carpet in reception area. Removal of all
debris associated with construction.
New Construction: Demising walls, walls for office construction, new
doors and required hardware, relocation of old doors
and closing off of relocated doorways.
Carpet: New carpet to be installed in the reception area,
recruiting room and conference room.
Cove Base: Cove base to be installed for all new wall
construction.
Paint: The entire space shall be painted 2 coats flat paint.
Ceiling Tiles: Any stained and/or damaged ceiling tiles shall be
replaced.
Sprinkler & HVAC: All sprinkler and HVAC shall be provided.
[LETTER OF COMMERCIAL PROPERTY NETWORK, INC.]
(cont'd)
Electric: Tenant to provide the following electric:
A. 50 new duplex wall receptacles
B. 15-110 volt dedicated direct home run lines
C. 13 wall mounted light switches where required
Lighting: Tenant to provide the following:
A. Relocate & rewire maximum of 50 2' X 4' light
fixtures. B. Furnish & install maximum 10 new 2' X 4'
light fixtures.
Battery Backup &
Emergency Lighting: Tenant to provide the following:
A. Relocate & rewire 2 existing battery backup systems.
B. Furnish & install 2 new battery backup systems.
Workstations: Tenant to provide a maximum of $1,000 for relocation of
existing electrical wiring, presently located in the floor
for workstation layout.
Please note that the above summary is designed to provide you with a "turn key"
installation based on the plan, with no cost to you. This will be done by using
standard finishes similar to those which currently exist in the space.
Subtenant, at Subtenant's sole cost and expense shall be financially responsible
for any and all required tenant improvement work above and beyond the above
stated allowances. To the extent that you require additional fitout, more
electric or other changes, any additional costs shall be payable by Subtenant,
to Tenant, 50% at commencement of work and 50% upon "commencement date" of the
initial sublease term. In addition, Subtenant is fully responsible for all
internal wiring for workstations, data/communications lines, and any additional
work not included in the space plan, that Subtenant desires, subject to the
approval of Tenant and Lessor.
please sign off below, indicating acceptance of the above. I will submit to
Total Research for counter signature and forward a fully executed copy for your
files.
Very truly yours,
/s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
Vice President
Agreed & Accepted:
Hexaware: _________________________________ Date: ___________________
Total Research: _________________________________ Date: ___________________
CONSENT TO LEASE
This CONSENT TO SUBLEASE ("Consent") dated as of the 31st day of
August, 1997 is being entered among 5 INDEPENDENCE ASSOCIATES LIMITED
PARTNERSHIP, New Jersey limited partnership, having an office c/o Bellemead
management Co., Inc. at 280 Corporate Center, 4 Xxxxxx Farm Road, Third floor,
Roseland, New jersey 07068-3788 ("Landlord"), TOTAL RESEARCH CORPORATION, a New
Jersey corporation, having an office at 0 Xxxxxxxxxxxx Xxx, Xxxxxxxxx, Xxx
Xxxxxx ("Tenant") and HEXAWARE TECHNOLOGIES, a New Jersey corporation, having an
office at 00X Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Subtenant").
W I T N E S S E T H:
WHEREAS, Bellemead Development Corporation, predecessor-in-interest to
Landlord, and Tenant entered into a certain lease dated December 2, 1985 (said
lease as the same was or may hereafter be amended is hereinafter called the
"Lease") for a portion ("Premises") of the building ("Building") known as and
located at 0 Xxxxxxxxxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxx; and
WHEREAS, Subtenant Desires to sublet from Tenant a portion ("Sublet
Space") of the Premises in accordance with that certain sublease ("Sublease")
between Tenant, as sublessor and Subtenant, as sublessee, a copy of which is
attached hereto as Exhibit A;
NOW, THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, it is mutually covenanted
and agreed as follows:
A. Unless otherwise defined, all terms contained in this Consent
shall, for the purposes hereof, have the same meaning ascribed
to them in the Lease.
B. Landlord consents to the subletting of the Sublet Space by
Tenant to Subtenant upon and expressly subject to the
following terms and conditions, to each of which Tenant and
Subtenant expressly agree:
1. Nothing herein contained shall be construed to modify, waive, impair
of affect any of the covenants, agreements, terms, provisions, or conditions
contained in the Lease (except as herein expressly provided), or to waive any
breach thereof, or any rights of Landlord against any person, firm, association
or corporation liable or responsible for the performance thereof, or to enlarge
or increase Landlord's obligations or decrease Landlord's rights under the
Lease, and all covenants, agreements, terms, provisions and conditions of the
Lease are hereby mutually declared to be in full force and effect.
2. Unless and except as otherwise specifically provided in the Lease or
this Consent, the provisions of Articles 11and 48 of the Lease shall apply to
any further subletting or assignment of all or any part of the Premises. In such
event, Landlord shall retain its rights under Articles 11 and 48 of the Lease.
3. Tenant shall be and remain liable and responsible for the due
keeping, performance and observance of all the covenants, agreements, terms,
provisions and conditions set forth in the Lease on the part of Tenant to be
kept, performed and observed and for the payment of the Minimum Rent, Adjusted
Minimum Rent and additional rent and all other sums now and/or hereafter
becoming payable thereunder, expressly including as such 9but not limited to)
adjustments of rent, and any and all charges for any additional electric energy,
property, material, labor, utility or other similar or dissimilar services or
materials rendered, supplied or furnished by Landlord, in or in connection with,
the Premises or any part thereof, whether for or at the request of Tenant or
Subtenant.
4. The sublease shall be subject and subordinate at all times to the
Lease and to all of the covenants, agreements, terms, provisions and conditions
of the Lease and to this Consent, and neither Tenant or Subtenant shall do or
permit anything to be done in connection with the Subtenant's occupancy of the
Sublet Space which would violate any of said covenants, agreements, terms,
provisions and conditions.
5. Tenant agrees that Landlord is not responsible for the payment of
any commissions or fees in connection with this transaction and agrees to
indemnify, defend and hold Landlord, its partners, directors or officers and
their affiliates and/or subsidiaries harmless from and against any claims,
liability, losses or expenses, including attorneys' fees, court costs and
disbursements incurred by Landlord during settlement, at trial or on appeal, in
connection with any claims for commission by any broker or agent in connection
with this transaction.
6. Upon the expiration, or any earlier termination of the term of the
Lease, the Sublease and the term and estate thereby granted shall expire and
come to an end as of the effective date of such expiration or termination, and
Subtenant shall vacate the Sublet Space on or before such date. In case of the
failure of Subtenant to so vacate, Landlord shall be entitled to all of the
rights and remedies which are available to a landlord against a tenant holding
over after the expiration of a term and Tenant shall remain primarily liable for
any damages suffered by Landlord. Upon the expiration or any earlier termination
of the term of the Lease, Subtenant shall, at the request of Landlord, attorn to
and accept Landlord as sublandlord under the Sublease for the balance of the
term of the sublease and be bound to perform all of the obligations imposed by
the Sublease upon Subtenant. Such attornment shall be evidenced by an agreement
in form and substance reasonably satisfactory to Landlord and Subtenant which
Subtenant shall execute and deliver within five (5) days after request by
Landlord.
7. Subtenant agrees that if Subtenant, at Landlord's sole discretion,
should become a direct tenant of Landlord for the Premises or any part thereof
upon the expiration or earlier termination of the Lease, Landlord shall not (a)
be liable for any previous act or omission of Tenant under the Sublease, (b) be
subject to any offset or credit which shall theretofore have accrued to
Subtenant against Tenant, (c) have any obligation whatsoever with respect to any
security deposited under the sublease, (d) be bound by any previous prepayment
of rent or any other advance payment of monies due under the sublease, and (e)
be responsible for the payment of any commission or fees in connection with a
direct lease between Landlord and Subtenant.
8. In case of the violation by Tenant or Subtenant of any of the
covenants, agreements, terms, provisions and conditions hereof, Landlord may
give written notice of such violation to Tenant and/or Subtenant (such notice to
be delivered personally or by mail addressed to said parties at the Premises).
If Landlord gives Tenant and/or Subtenant said written notice of such violation
and such violation is not discontinued or corrected within a reasonable time as
specified in such notice, then, Landlord shall have all remedies provided for at
law, in equity, under the Lease and/or pursuant to this consent. Reference in
this consent to any particular remedy shall not preclude Landlord from any other
remedy in law or in equity.
9. No alterations, additions (electrical or otherwise), or physical
changes shall be made in the Premises, or any part thereof, except pursuant to
the covenants, agreements, provisions, terms and conditions of the Lease.
10. Tenant and Subtenant agree that (i) a true, correct and complete
copy of the Sublease is attached to this consent; (ii) Landlord is not a party
to the sublease and is not bound by the provisions thereof; and (iii)
notwithstanding the foregoing, the Sublease will not be modified or amended in
any way without the prior written consent of Landlord.
11. Tenant and Subtenant jointly and severally represent and agree that
Subtenant is financially responsible, of good reputation, and engaged in a
business which is in keeping with the standards of Landlord in those respects
for the Building and its occupancy.
12. Tenant agrees to pay over to Landlord from time to time upon
Landlord's request fifty percent (50%) of all consideration payable by Subtenant
to Tenant pursuant to Section 48.2 of the Lease. Tenant and Subtenant represent
and warrant to Landlord that no compensation of any kind other than as set
forth in the Sublease has been or will be paid by Subtenant to Tenant in
connection with the Sublease. Tenant and Subtenant agree to provide sworn
statements to Landlord within five (5) days after Landlord's request therefor
showing the rent actually charged by Tenant to Subtenant and in connection
therewith Landlord shall be authorized to examine, copy and audit all pertinent
books and records of Tenant and Subtenant which Tenant and Subtenant agree to
produce at the request of Landlord. If Landlord' [s review of any of said books
or records discloses that compensation other than as set forth in the Sublease
has been paid by Subtenant to Tenant, Tenant shall promptly pay fifty percent
(50%) thereof to Landlord together with interest at the highest rate allowed
under law and the cost of Landlord's review.
13. Tenant agrees that it is solely responsible for obtaining all
permits and approvals required by any governmental or quasi-governmental agency
for any work or otherwise required in connection with the Sublease. Upon
execution of the Consent, Tenant shall pay to Landlord, as additional rent, all
costs, including legal fees, incurred by Landlord in reviewing the Sublease and
any permits, approvals and applications for the construction of the Sublet
Space.
14. If Tenant breaches any of the terms and provisions of the Lease,
Landlord may elect, under N.J.S.A. 2A:42-4, as same may be amended to receive
directly from Subtenant all sums due or payable to Tenant by Subtenant pursuant
to the Sublease, and upon receipt of Landlord's notice, Subtenant shall
thereafter pay to Landlord any and all sums becoming due or payable under the
Sublease and Tenant shall receive from Landlord a corresponding credit for such
sums against any payments then due or thereafter becoming due from Tenant.
15. Tenant and Subtenant agree that if Subtenant breaches any term of
the sublease, Landlord may, at its option and for its own sole benefit, exercise
against Subtenant all or any of the rights and remedies that Tenant has against
Subtenant at law, in equity or under the Sublease. Tenant acknowledges that the
exercise by Landlord of all or any of the foregoing rights and remedies against
Subtenant shall not preclude Landlord from pursuing any right or remedy against
Tenant. The exercise by Landlord against Subtenant of any or all of Tenant's
rights and remedies shall neither cause Landlord to assume any of Tenant's
duties, obligations and/or liabilities under the Sublease nor impose upon
Landlord the duty or obligation to honor the Sublease nor subsequently to accept
Subtenant's attornment pursuant to Sections 6 and7 hereof.
16. Tenant agrees to hold any and all payments due under the Sublease
as a trust fund to be applied first to the satisfaction of all of Tenant's
obligations under the Lease and hereunder before using any part thereof for any
other purpose.
17. This Consent may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any change is sought.
18. This Consent shall not be binding upon Landlord unless and until it
is signed by Landlord.
IN WITNESS WHEREOF, the parties hereto have caused this Consent to be
duly executed as of the _____ day of August, 1997.
LANDLORD:
WITNESSED BY: 5 INDEPENCE ASSOCIATES
LIMITED PARTNERSHIP
/s/ Xxxxxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxxx
--------------------- -----------------------
Name: Xxxxxxxx X. Xxxxx Xxxxxx X. Xxxxxx
(Please Print) General Partner
TENANT:
ATTESTED BY: TOTAL RESEARCH CORPORATION
/s/ Xxxxxxx X. Xxxxxx, Xx. By:/s/ Xxxx Xxxxxxx
-------------------------- -------------------
Name: Xxxxxxx X. Xxxxxx, Xx. Name: Xxxx Xxxxxxx
(Please Print) (Please Print)
Title: Corporate Secretary Title: Chief Financial Officer
SUBTENANT:
ATTESTED BY: HEXAWARE TECHNOLOGIES
/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxx
-------------------- ----------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxx
(Please Print) (Please Print)
Title: Corporate Secretary Title: President
APPLY CORPORATE SEAL HERE
EXHIBIT A
Sublease
FIRST ADDENDUM TO SUBLEASE
STATE OF NEW JERSEY; COUNTY OF XXXXXX: ss.:
THIS FIRST ADDENDUM TO SUBLEASE is entered into between TOTAL RESEARCH
CORPORATION, a New Jersey corporation, whose business address is 5 Independence
Way, CN 5305, Xxxxxxxxx, Xxx Xxxxxx 00000, sublessor, and HEXAWARE TECHNOLOGIES,
whose business address is 00X Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000,
sublessee.
WHEREAS, HEXAWARE signed a Sublease Agreement dated June 9, 1997
(hereinafter the "Sublease"); and
WHEREAS, the parties wish to clarify the charges relating to the
electric, utilities and to confirm the commencement date;
NOW, THEREFORE, the parties agree as follows:
3. Section XI of the Sublease is hereby deleted and in its place is
inserted the following:
"Sublessee shall pay all electric and utility charges relating
to the subleased space at the then current rate charged by
owner (currently $1.25 per square foot per annum), which
charges shall be payable monthly in advance to sublessor at
the same time as the base rent is paid. Sublessor acknowledges
that head and air-conditioning are included in the base rent.
Sublessee is advised that there is an after-hours additional
charge for air-conditioning set forth in the Master Lease
Documents, which shall be passed along to sublessee."
4. In all other respects, the parties hereby ratify and confirm the
provisions of the Sublease.
ATTEST: TOTAL RESEARCH CORPORATION
/s/ Xxxxxxx X. Xxxxxx, Xx. By /s/ Xxxx X. Xxxxxxx
-------------------------- -------------------
Xxxxxxx X. Xxxxxx, Xx. Xxxx X. Xxxxxxx
VP, Controller Vice President
Dated: 7/17/97
ATTEST: HEXAWARE TECHNOLOGIES
/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxx
-------------------- ----------------------
Print Name Xxxxxxx Xxxx
Title COO
Dated: 0/00/00
XXXXX XX XXX XXXXXX, XXXXXX XX XXXXXX: SS.:
I CERTIFY that on July 17, 1997,
personally came before me and this person acknowledged under oath, to my
satisfaction, that:
(a) this person is the secretary of TOTAL RESEARCH
CORPORATION, the corporation named in this instrument;
(b) this person is the attesting witness to the signing of
this instrument by the proper corporate officer who is
Xxxx X. Xxxxxxx, the Vice President of the corporation;
(c) this instrument was signed and delivered by the
corporation as its voluntary act duly authorized by a
proper resolution of its Board of Directors;
(d) this person knows the proper seal of the corporation
which was affixed to this instrument; and
(e) this person signed this proof to attest to the truth of
these facts. Signed and sworn to before me on July 17,
1997.
------------------------- ------------------------------------------------
(Print name of attesting witness below signature)
STATE OF NEW JERSEY, COUNTY OF XXXXXX: SS.:
I CERTIFY that on July 22, 1997,
personally came before me and this person acknowledged under oath, to my
satisfaction, that:
(f) this person is the secretary of HEXAWARE TECHNOLOGIES,
the corporation named in this instrument;
(g) this person is the attesting witness to the signing of
this instrument by the proper corporate officer who is
Avi Lele, the President of the corporation;
(h) this instrument was signed and delivered by the
corporation as its voluntary act duly authorized by a
proper resolution of its Board of Directors;
(i) this person knows the proper seal of the corporation
which was affixed to this instrument; and
(j) this person signed this proof to attest to the truth of
these facts.
Signed and sworn to before me on July 22, 1997.
/s/ Xxxx Xxxxx Xxxx /s/ Xxxxxxx X. Xxxxx
------------------- --------------------
(Print name of attesting witness below signature)
Xxxxxxx X. Xxxxx
