EXHIBIT 10.6
LEASE AGREEMENT
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LANDLORD
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XXXXXX X. XXXXXX
0000 Xxxxxxxx
Xxx Xxxxx, Xxxxxxxx 00000
TENANT
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VIEW ENGINEERING, INC.
0000 X. Xxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
BUILDING LOCATION
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0000 Xxxxxxx Xxxxx
Xxxxxxxxxx Xxxxxxxx, Xxxxxxxx
LEASE AGREEMENT
THIS LEASE, dated July 31, 1996, is between XXXXXX X. XXXXXX, as the
Trustee under the XXXXXX X. XXXXXX TRUST AGREEMENT dated January 30, 1987, as
amended, whose address is 1375 Fairlane, Ann Arbor, Michigan (the "Landlord")
and VIEW ENGINEERING, INC., a California corporation whose address is 0000 X.
Xxxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxxxxx 00000 (the "Tenant") and confirms the
terms and conditions upon which the Tenant will lease and occupy the
approximately 15,527 square foot office building located at 0000 Xxxxxxx Xxxxx,
Xxx Xxxxx, Xxxxxxxx (the "Building"), situated on the land legally described as
Lots 16 and 17 of the Xxx Arbor Commence Park (the "Land").
WITNESSETH:
In consideration of the agreements of the parties as herein contained,
Landlord and Tenant agree as follows:
1. TERM. The term of this Lease (the "Term") shall be as follows:
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(a) Initial Term. The initial term of this Lease (the "Initial
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Term") shall be for a period commencing on July 31, 1996 (the
"Commencement Date") and ending on August 31, 2001.
(b) Renewal Terms. The Tenant shall have the option, exercisable
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by delivery of written notice to the Landlord not later than November
30, 2000, to extend this Lease for an additional term (the "First
Renewal Term") of three (3) years, commencing on September 1, 2001 and
ending August 31, 2004. If the Tenant exercised the option to extend
this Lease for the First Renewal Term, then the Tenant shall have the
further option, exercisable by delivery of written notice to the
Landlord not later than November 30, 2003, to extend this Lease for a
further additional term (the "Second Renewal Term") of three (3) years,
commencing September 1, 2004 and ending August 31, 2007. The right of
the Tenant to exercise the option for the First Renewal Term and, if
applicable, the Second Renewal Term (collectively, the "Renewal Terms")
shall be subject to and conditioned upon the Tenant being in full
compliance with all terms and conditions of this Lease as of the date of
delivery of the written notice to the Landlord exercising that option
and as of the day immediately preceding the first day of that Renewal
Term. Time shall be of the essence in the exercise by the Tenant of this
option to renew.
2. BASE RENT. Tenant shall pay to Landlord a base rent (the "Base
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Rent") for the Building and the Land (collectively, the "Leased Premises") in
accordance with the following:
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(a) Initial Term. The Base Rent for the Initial Term shall be in
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the following amounts for the following periods:
(i) For the period beginning on the Commencement Date and
ending on September 30, 1996 the Base Rent shall be $0.00.
(ii) For the 23 month period beginning October 1, 1996 and
ending August 31, 1998, the Base Rent shall be $238,080.59, payable
in monthly installments of $10,351.33 each.
(iii) For the 36 month period beginning September 1, 1998 and
ending on August 31, 2001, the Base Rent shall be $395,938.44,
payable in monthly installments of $10,998.29 each.
(b) Renewal Terms. If the Tenant extends this Lease pursuant to
Section 1(b), then the Base Rent for each 12 month period beginning on
September 1st during each Renewal Term, commencing with the 12 month
period beginning September 1, 2001, shall be $131,979.48, increased (but
not decreased) to account for changes in the Consumer Price Index from
June of 1998 to the June immediately preceding the 12 month period for
which the computation is being made. The Base Rent for each such 12
month period will be payable in equal monthly installments. For such
purposes, the Consumer Price Index will mean "Consumer Price Index-All
Items", as compiled and published by the United States Department of
Labor: Bureau of Labor Statistics (the "CPI"). In computing the
adjustment, the base amount of $131,979.48 shall be multiplied by a
fraction, the numerator which will be the CPI for the June immediately
preceding the 12 month period from which the computation is being made
and the denominator shall be the CPI for June of 1998.
The Base Rent shall be paid in advance on the first day of each month,
commencing October 1, 1996 and continuing thereafter during the continuance of
this Lease.
3. ADDITIONAL RENT. Tenant shall pay to Landlord additional rent
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(the "Additional Rent") for the Leased Premises in accordance with the
following:
(a) Taxes And Assessments. The Tenant shall reimburse the
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Landlord for all taxes, assessments and other governmental impositions
(collectively, the "Governmental Charges") which are assessed against
and become due and payable with respect to the Leased Premises to the
extent allocable to the Initial Term and, if applicable, the Renewal
Terms (collectively, the "Term"), prorated on a "due date basis" (ie.
each Governmental Charge will be deemed allocable to the 12 month period
beginning on the due date for payment of that Governmental Charge). On
or before the Commencement Date, the Landlord will invoice the Tenant
for the Governmental Charges prepaid by the Landlord as of the
Commencement Date. Promptly following the receipt of each tax xxxx
during the
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Term of this Lease, the Landlord will invoice the Tenant for the
Governmental Charges included in that tax xxxx (subject to proration for
the last year of the Term of the Lease). The Landlord shall attach to
each such invoice a copy of the tax bills(s) giving rise to that invoice
and, where applicable, a computation of the portion of those
Governmental Charges allocable to the Term of this Lease. The Tenant
shall pay each invoice in full within 30 days after the date of Tenant's
receipt of that invoice.
(b) Premises Insurance. The Tenant shall reimburse the Landlord
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for all premiums payable for insurance against damage to or destruction
of the Building to the extent allocable to the Term of this Lease,
prorated on the basis of the coverage periods to which such premiums
apply. Such insurance shall be for the full replacement cost of the
Building and provide coverage against "all risks", with such coverages
on terms and conditions reasonably established by the Landlord. On or
before the Commencement Date, the Landlord will invoice the Tenant for
any prepaid premiums as of the Commencement Date. Promptly following
receipt of each premium notice during the Term of this Lease, the
Landlord will invoice the Tenant for the premiums included in that
notice. The Landlord shall attach to each such invoice a copy of the
premium notice giving rise to that invoice together with, if applicable,
a computation of the portion of that premium allocable to the Term of
this Lease. The Tenant shall pay each invoice in full within 30 days
after the date of Tenant's receipt of that invoice.
(c) Liability Insurance. The Tenant shall secure and maintain in
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full force and effect insurance against bodily injury and property
damage with a combined single occurrence limit of not less than
$2,000,000.00, with the Tenant as the "primary insured" and with the
Landlord, and, if applicable, the Landlord's mortgage financing source,
as "additional insureds". All such insurance will be equivalent to
coverage offered by a commercial comprehensive general liability form,
including, without limitation, personal injury, products and completed
operations, broad form property damage and contractual liability
coverage. Certificates of insurance, together with copies of the
endorsements, when applicable, naming Landlord and any others specified
by Landlord as additional insureds, will be delivered to Landlord prior
to Tenant's occupancy of the Premises and from time to time at least ten
(10) days prior to the expiration of the term of each such policy. All
commercial general liability or comparable policies maintained by tenant
will name Landlord and such other persons or firms as Landlord specifies
from time to time as additional insureds, entitling them to recover
under such policies for any loss sustained by them, their agents, and
employees, including those losses sustained as a result of the negligent
acts or omissions of tenant. All such policies maintained by Tenant will
provide that they may not be terminated nor may coverage be reduced
except after thirty (30) days' prior written notice to Landlord. All
commercial general liability insurance policies maintained by Tenant
will be written as primary policies, not contributing with and not
supplemental to the coverage that Landlord may carry.
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4. SECURITY DEPOSIT. Landlord acknowledges receipt of a security
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deposit by Tenant in the amount of $20,702.66 (the "Security Deposit"), which
shall be retained by Landlord as security for the faithful performance by Tenant
of all of the covenants, conditions and agreements of this Lease. If Tenant is
in default, Landlord, at its sole discretion, may use this Security Deposit, or
any portion thereof, to cure the default or to compensate Landlord for any
damage sustained by Landlord as a result of Tenant's default, but in no event
shall the Landlord be obliged to so use this Security Deposit. Tenant shall
immediately on demand pay to Landlord a sum equal to the portion of the Security
Deposit expended or applied by Landlord as provided in this Section so as to
maintain the Security Deposit in the sum initially deposited with Landlord.
Landlord's right to possession of the Leased Premises for the nonpayment of Rent
or for any other reason shall not in any event be affected by reason of the fact
that Landlord holds this Security Deposit. The Security Deposit, if not applied
toward the payment of damages suffered by Landlord by reason of Tenant's breach
of the covenants, conditions and agreements of this Lease, shall be returned to
Tenant at the expiration or termination of this Lease, but in no event is the
Security Deposit to be returned until Tenant has vacated the Leased Premises and
delivered possession to Landlord, including the delivery to Landlord of all keys
to the premises. Landlord may maintain the Security Deposit separate and apart
from Landlord's general funds or may commingle the Security Deposit with
Landlord's general or other funds.
5. USE AND OCCUPANCY. During the Term of this Lease, the Tenant shall
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have the exclusive right to occupy and use the Leased Premises, subject only to
the following exceptions: (a) the Landlord reserves the right to continue to
occupy the accounting offices in the Building until August 31, 1996 and (b) the
Landlord reserves the right at any time during the Term of the Lease to remove a
portion of the Land from the Leased Premises (for purposes of an independent
sale of that removed portion, the development of another building on that
removed portion or otherwise) without any adjustment to the Base Rent provided
that such removal does not materially interfere with the Tenant's access to or
use of the Building and provided that, upon such removal, the Tenant will be
relieved of any future responsibility for Additional Rent pertaining to the
removed portion of the Land. The Leased Premises shall be used by the Tenant for
light manufacturing and administrative operations and shall not be used by the
Tenant or any other party for any other purposes unless with the prior written
consent of the Landlord. The Tenant, in its use and occupancy, shall keep the
Leased Premises in a sanitary and safe condition in accordance with the laws of
the State of Michigan, and in accordance with all rules and regulations of the
health office, fire marshal, building inspector or other proper officers of the
governmental agencies having jurisdiction, at the sole cost and expense of
Tenant. The Tenant, in its use and occupancy of the Leased Premises, shall
comply with all applicable statutes and ordinances pertaining to the Leased
Premises. Tenant shall not, at any time or for any reason, generate, store,
handle or otherwise permit any hazardous materials to be located within the
Leased Premises. (For such purposes, the term "hazardous materials" means any
toxic or other hazardous waste or substance which is regulated by any federal,
state or local law pertaining to the preservation of the environment and the
regulation of environmental contamination.) Tenant shall permit no waste,
disturbance, or nuisance upon or damage or injury to the Leased Premises, and at
the expiration of the tenancy created hereunder Tenant shall surrender the
Leased Premises
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in as good condition and repair as they were at the time Tenant took possession,
reasonable wear and tear, loss by fire or other insured casualty or act of God
excepted.
6. REPAIRS AND MAINTENANCE.
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(a) Landlord's Obligation. Landlord shall be responsible for all
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necessary maintenance, repairs and replacements to roof, exterior walls
and foundation of the Building except for such maintenance, repairs and
replacements required as a result of the act, neglect or default of the
Tenant or its agents, servants and employees.
(b) Tenant's Obligation. Except as provided in Section 6(a), the
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Tenant shall be responsible for all necessary maintenance, repairs or
replacements to the Leased Premises, whether capital or non-capital in
nature, including, without limitation, the maintenance and repair of all
interior improvements to the Building and all doors, windows, plate
glass, exterior signs and canopies servicing the Building, the
maintenance, repair and replacement of all electrical, plumbing, HVAC
and sprinkler systems servicing the Leased Premises, the maintenance and
care of all lawns and landscaping on the Leased Premises, the
maintenance, repair and replacement of all parking areas, sidewalks and
driveways servicing the Leased Premises (including snow removal,
sweeping, coating, striping, etc.). All such maintenance, repairs or
replacements shall be made with materials of a quality equal to or
better than the existing materials incorporated into the Leased
Premises. If the Tenant fails to make any necessary maintenance, repair
or replacement as herein provided within thirty (30) days (or such
shorter interval as may be reasonably specified by the Landlord), after
notice by the Landlord of the need therefor, Landlord may, at its
option, in addition to all of the remedies otherwise set forth herein,
cause such repairs or replacements to be made, which cost, together with
ten percent (10%) of the amount of such cost to compensate Landlord for
his efforts, shall be due and payable to Landlord by Tenant immediately
upon demand and shall constitute Additional Rent hereunder.
7. UTILITIES AND SERVICES. The Tenant shall be responsible for the
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payment of all charges for all utilities services provided to the Leased
Premises during the term of this Lease. The Landlord and the Tenant will notify
each utilities provider that all xxxxxxxx for such utilities charges shall be
invoiced to the Tenant effective as of the Commencement Date. If and as
applicable, charges for utilities shall be prorated between the Landlord and the
Tenant as of the Commencement Date based upon the billing periods applicable to
those charges. Landlord shall not be liable in any way for interruption or
failure of any such services from any cause whatsoever and any such interruption
or failure shall not be deemed an eviction of the Tenant or relieve the Tenant
form any obligations under this Lease unless such interruption or failure of
services is due to the negligence or misconduct of Landlord, its employees or
agents.
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8. LEASEHOLD IMPROVEMENTS.
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(a) No Landlord Improvements. Tenant acknowledges that the
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Landlord has made no commitment to make any improvements to the Leased
Premises. The Tenant has inspected the Leased Premises and the Tenant
has agreed to accept the Leased Premises in their present condition.
(b) Tenant Improvements. Landlord acknowledges that the Tenant
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intends to make improvements to the Leased Premises and agrees to give
its consent to such improvements provided that those improvements are
limited exclusively to the interior of the Building, do not affect the
structure of the Building or the outer walls or roof of the Building and
are of a quality and nature which is equivalent to and compatible with
the existing interior improvements to the Building. The Tenant agrees,
prior to implementing any such improvements, to provide detailed plans
and specifications for such improvements and to secure the Landlord's
written consent to such improvements. The Landlord agrees not to
unreasonably withhold or delay his consent. Unless otherwise agreed in
writing by the Landlord and the Tenant, all such improvements shall,
upon installation, immediately become the property of the Landlord and,
upon termination of this Lease, shall remain upon and be surrendered
with the Leased Premises; provided, however, the Landlord may designate
by written notice to Tenant those improvements which shall be removed by
Tenant at the termination of this Lease and Tenant shall promptly remove
the same and repair any damage to the Leased Premises caused by such
removal. The Tenant shall be responsible for obtaining all required
permits and for complying with all building code and other legal
requirements applicable to the improvements. The Tenant shall pay when
due all costs for labor and materials utilizing in installing such
improvements. Tenant shall, at all times, keep the Leased Premises free
from any and all liens arising out of any work performed, materials
furnished, or obligations incurred, by or on behalf of Tenant. If any
mechanics or other lien is placed on all or any part of the Leased
Premises by reason of any work performed for, materials furnished to, or
obligations incurred by Tenant, or claimed to have been performed for,
furnished to, or incurred by Tenant, and if Tenant fails to remove such
mechanics lien or other lien of record within ten (10) days after the
filing thereof, then Tenant shall be in default under this Lease, and
Landlord may, but shall not be required or expected to, remove such
mechanics lien or other lien of record by bond, by payment or other
means, which cost, together with ten percent (10%) of the amount of such
cost to compensate Landlord for his efforts, shall be due and payable to
Landlord by Tenant immediately upon demand and shall constitute
Additional Rent hereunder.
9. ASSIGNMENT/SUBLEASING/ENCUMBRANCES.
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(a) Tenant's Rights. The Tenant shall not assign all or any of
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it rights under this Lease or sublet all or any portion of the Leased
Premises unless with the prior written consent of the Landlord. The
Tenant shall not assign its rights under this Lease for collateral
purposes or otherwise encumber its rights under this Lease or its rights
with
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respect to the Leased Premises unless with the prior written consent of
the Landlord. The consent of the Landlord under this Section 9(a) shall
not be unreasonably withheld or delayed.
(b) Landlord's Rights. The Landlord may assign its rights under
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this Lease only if (i) prior written notice is delivered to the Tenant
of such assignment and (ii) the Assignee acknowledges and agrees to be
bound by the terms and conditions of this Lease. The Landlord may assign
its rights under this Lease for collateral purposes and may mortgage or
otherwise encumber all or any portion of the Leased Premises only if
(i) prior written notice is delivered to the Tenant of such assignment,
mortgage or encumbrance and (ii) the assignee/mortgagee/encumbrancer
agrees that it will not disturb the use and occupancy by the Tenant of
the Leased Premises so long as the Tenant is not in default under the
terms of this Lease. Subject in each instance to receipt of such
acknowledgment, the Lessee agrees to execute any documents which are
required by the Landlord or the assignee/mortgagee/encumbrancer to
confirm the subordination of the Tenant's rights with respect to the
Leased Premises to the rights of such assignee/mortgagee/encumbrancer.
10. DAMAGE OR DESTRUCTION. If during the Term of this Lease, the
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Leased Premises are destroyed by fire or other casualty so as to become
partially or wholly untenantable, then the following shall apply:
(a) Minor Damage. If the reasonably estimated cost to repair the
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damage or destruction is 25% or less of the total value of the Building
and the site improvements on the Land and the proceeds of insurance are
sufficient to fund that cost, then the Landlord shall with due diligence
restore the Leased Premises to a condition at least equivalent to that
prior to the occurrence of such damage or destruction.
(b) Major Damage. If the reasonably estimated cost to repair the
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damage or destruction is greater than 25% of the total value of the
Building and the site improvements on the Land, or if the proceeds of
insurance are not sufficient to fund such costs, then the Landlord, at
the Landlord's discretion, may (i) elect not to restore the Leased
Premises and, in such event, terminate this Lease effective as of the
date of such damage or destruction or (ii) elect to restore the Leased
Premises to a condition at least equivalent to that existing prior to
the occurrence of the damage or destruction.
If any dispute arises between the Landlord and the Tenant as to whether
Section 10(a) or Section 10(b) applies, then the determination of the percentage
of damage or destruction shall be referred to and conclusively resolved by the
insurance company which issued the hazard insurance procured by the Landlord
pursuant to Section 3(b). If the Landlord elects to or is required to repair the
Leased Premises, then the Landlord shall complete such repair and the Lessee
shall be restored to full occupancy of the Leased Premises within one hundred
twenty (120) days from the date of a date that settlement is reached with the
Lessor's insurer regarding the proceeds to be paid to the Landlord to repair the
damage or destruction; provided, however, if for any reason such full occupancy
is not restored within such one hundred twenty day period, then the Tenant, by
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written notice to the Landlord, may terminate this Lease effective as of the
date of such notice. During any period in which the occupancy of the Leased
Premises is affected by damage or destruction, the Base Rent payable hereunder
shall be reduced on a proportionate basis relative to the degree of
untenantability.
11. WAIVER OF SUBROGATION. Landlord and Tenant each waive any and all
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rights to recover against the other or against any other occupant of the Leased
Premises, or against the officers, directors, shareholders, partners, joint
venturers, employees, agents, customers, invitees, or business visitors of such
other party or other occupant of the Leased Premises, for any loss or damage to
such waiving party arising from any insurable cause. Landlord and Tenant from
time to time will cause their respective insurers to issue appropriate waiver of
subrogation rights endorsements to all property insurance policies carried in
connection with the Leased Premises or the contents of the Leased Premises.
Tenant agrees to cause all other occupants of the Premises claiming by, under,
or through Tenant to execute and deliver to Landlord such a waiver of claims and
to obtain such waiver of subrogation rights endorsements.
12. CONDEMNATION. If during the Term of this Lease, all or any portion
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of the Building is taken by or conveyed to any governmental authority by virtue
of its power of eminent domain, then, unless otherwise agreed by the Landlord
and the Tenant, this Lease shall automatically terminate effective as the date
of such taking or conveyance. All damages awarded as a result of such taking or
conveyance which are attributable to the ownership of the Leased Premises
(including, without limitation, the Land, the Building and all improvements in
the Building, including the improvements installed by the Tenant pursuant to
Section 8{b}) shall be the exclusive property of the Landlord. All damages
awarded as compensation for any damage to the business of the Tenant, for the
diminution in the value of the Tenant's rights under this Lease or for the
diminution in the value of any trade fixtures or similar assets of the Tenant
shall be the exclusive property of the Tenant.
13. QUIET ENJOYMENT. Upon payment by the Tenant when due of the Base
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Rent and Additional Rent and upon the observance and performance by Tenant of
all covenants, terms and conditions in this Lease, Tenant shall peaceably and
quietly hold and enjoy the Leased Premises for the Term of this Lease without
hindrance or interruption by Landlord or any other persons lawfully or equitably
claiming by, through or under the Landlord, subject, nevertheless, to the terms
and conditions of this Lease.
14. ACCESS BY LANDLORD. Landlord or Landlord's agents shall have the
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right to enter the Leased Premises at all reasonable times to examine the same,
and to show them to prospective purchasers or mortgagees of the Leased Premises,
and to make such repairs, alterations, improvements or additions as Landlord may
deem necessary or desirable, and Landlord shall be allowed to take all material
into and upon said Leased Premises that may be required therefor without the
same constituting an eviction of Tenant. In the event that such access by the
Landlord causes any interference with Tenant's use of the Leased Premises, then
(unless such access was necessitated by Tenant's act, neglect, default or mode
of operation), the
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Tenant's obligations for the Base Rent and the Additional Rent shall be abated
for so long as and to the extent that such interference continues.
15. NON-WAIVER. Waiver of any one breach of the covenants or
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conditions of this Lease shall not be construed as a waiver of any subsequent
breaches of same or another covenant or condition hereof, and the consent or
approval by Landlord to or of any act by Tenant requiring Landlord's consent or
approval shall not be deemed to waive or render unnecessary Landlord's consent
or approval to or of any subsequent similar act by Tenant.
16. BANKRUPTCY. In the event the estate created hereby shall be taken
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in execution or by other process of law, or if Tenant shall be adjudicated
insolvent or bankrupt pursuant to the provisions of any state or federal
insolvency or bankruptcy law, or if a receiver or trustee of the property of
Tenant shall be appointed by reason of Tenant's insolvency or inability to pay
its debts, or if any assignment shall be made of Tenant's property for the
benefit of creditors, then and in any of such events, Landlord may terminate
this Lease by written notice to Tenant; provided however, if the order of court
creating any of such disabilities shall not be final by reason or pendency of
such proceeding, or appeal from such order, then Landlord shall not have the
right to terminate this Lease so long as Tenant performs its obligations
hereunder.
17. LATE PAYMENT CHARGES/ATTORNEY'S FEES. Any amount payable under
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this Lease which is not paid on or before its due date shall bear interest from
its due date to the date of payment at the rate of 12% per annum. If either
party incurs any attorney's fees or legal expenses as a consequence of the
breach by the other party of any payment or other obligation under this Lease,
then the breaching party shall be obligated to reimburse the other party on
demand for such fees and expenses.
18. DEFAULT.
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(a) Events of Default. The following shall constitute events of
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default by the Tenant under this Lease (the "Events of Default"):
(i) the failure of the Tenant to pay any installment of the Base Rent,
the Additional Rent or any other amount payable under this Lease within
ten (10) days after its due date; or (ii) the breach by the Tenant of
any other covenant or commitment under this Lease and the failure to
remedy such breach within thirty (30) days after receipt of written
notice from the Landlord identifying such breach and demanding remedial
action.
(b) Remedial Rights. Upon the occurrence of a Event of Default,
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the Landlord, at its election, may affirm all obligations of the Tenant
under this Lease and pursue all appropriate legal proceedings to enforce
such obligations or may terminate this Lease and pursue all appropriate
legal proceedings to recover damages resulting from such termination. In
either event, to the extent permitted by applicable law, the Landlord
may reenter and repossess the Leased Premises and remove all persons or
property from the Leased Premises. If the Landlord elects to terminate
this Lease, then the Landlord shall make such efforts as are required
under applicable law to mitigate damages by reletting the
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Leased Premises, or any part thereof, under such terms and conditions as
the Landlord in his sole discretion deems advisable. The proceeds from
such subletting shall be applied first to reimburse the Landlord for all
costs incurred in preparing the Leased Premises for reletting, second to
all costs incurred by the Landlord (including leasing commissions) in
implementing that reletting, third to the payment of all amounts then
due under this Lease. Any residual proceeds shall be applied against the
future payment obligations of the Tenant under this Lease. The Tenant
shall be liable for any deficiencies. All rights and remedies accorded
to the Landlord hereunder shall be cumulative and shall be in addition
to any and all other rights or remedies permitted under applicable law.
19. NOTICES. Any notice permitted or required under this Lease shall
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be in writing and shall be deemed delivered as follows: If by personal delivery,
on the date of personal delivery to the addressee; if by courier delivery, on
the date of confirmed delivery to the address of the addressee as set forth in
the preamble to this Lease; if by mail, on the third business day following the
date of deposit with the U.S. Postal Service, postage prepaid, to the address of
the addressee as set forth in the preamble to this Lease; if by facsimile
transmission, on the next business day following the date of confirmed
transmission to the facsimile number of the addressee as set forth below the
addressee's signature. Either party, by notice delivered to the other party in
the manner prescribed above, may change its address or facsimile number for
purposes of future notices.
20. APPLICABLE LAW. This Lease is made under and shall be interpreted
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in accordance with the laws of the State of Michigan.
21. ENTIRE AGREEMENT. This ten (10) page document constitutes the
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entire agreement between the Landlord and the Tenant with respect to the
Tenant's use and occupancy of the Leased Premises. All prior agreements between
the Landlord and the Tenant with respect to the Leased Premises, whether
written or oral, shall be of no further force or effect. The terms of this
Lease shall not be amended and this Lease shall not be cancelled unless by a
document which is in writing and signed by both the Landlord and the Tenant.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year first above written.
LANDLORD:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Trustee
FAX 313/000-0000
TENANT:
VIEW ENGINEERING, INC.
By /s/ Xxx Xxxxx
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Xxx Xxxxx, President
By /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Vice President, Finance
Fax 805/000-0000
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