EXHIBIT 10.21
LEASE AGREEMENT ENTERED INTO BY AND BETWEEN XXXX XXXX XX XXXX
XXXXXXX XXXXXXX (ON HIS BEHALF AND WITH THE AUTHORIZATION OF
XXXXXXX XXXXXXX XX XXXXXXX, XXXXXXXXX XXXXXXX XXXXXXX AND XXXXX
XXXXXXX XXXXXXX) (HEREINAFTER REFERRED TO AS THE "LESSOR") AND
ELECTRONICA LOWRANCE DE MEXICO, S.A. DE C.V., REPRESENTED HEREIN
BY XX. XXXXX XXXXX (HEREINAFTER REFERRED TO AS THE "LESSEE"),
PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES.
R E C I T A L S
I.- LESSOR hereby states:
A. That he has agreed to erect an industrial facility on lots
313, 314, 315 at Colonia Xxxxxxx, Ensenada, B.C., Mexico
Fraction B, property of Xxx. Xxxxxxx Xxxxxxx xx Xxxxxxx and
co-owners as evidence by deed No. 13,579 dated August 14,
1996 granted before Xx. Xxxxx Xxxx, Notary No. 4, for
Ensenada, Baja California, Mexico. The industrial building
has a ground floor area of 8,256 square meters and a second
floor consisting of 1,800 m2, as well as the tenant
improvements, in accordance with the drawings,
specifications, schedule of work and construction term set
forth by the parties and attached hereto as Exhibit "A".
Said building will be referred to as "the LEASED PREMISES".
B. That he is duly authorized to execute this contract in
accordance with certain agreements and authorizations
entered into and granted by Xxxxxxx Xxxxxxx xx Xxxxxxx,
Xxxxxxxxx Xxxxxxx xx Xxxxxxx and Xxxxx Xxxxxxx Xxxxxxx,
dated August 15, 1996.
C. That the building is being constructed on the following
address at the corner of Ave. Reforma and Xxxxx Xxxxxx,
xx Xxxxxxx Xxxxxxx, Xxxxxxxx, X.X., Xxxxxx. A drawing
showing exact location as well as a description of the
referred piece of real estate is attached hereto as Exhibit
"B", being an integral part hereof.
D. He is willing to lease the LEASED PREMISES to the LESSEE
pursuant to the terms and conditions of this agreement.
II. LESSEE hereby states that:
A. It is a corporation duly organized and existing according to
the Laws of the Mexican Republic, as evidenced by deed No.
126,217, dated September 8, 1993, granted before Mr. Lic.
Xxxxxxx Xxxxxx Mafud, Notary Public No. 2 for Tijuana, Baja
California, Mexico. A copy of said deed is attached hereto
as exhibit "C".
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B. Xx. XXXXX XXXXX evidences to be duly authorized to execute
this agreement through the public deed which is referred to
in the preceding paragraph, and further states that such
authority has not been limited or revoked in any manner
whatsoever."
C. That on a prior date it requested that the LESSOR construct
an industrial building to be part of the LEASED PREMISES
pursuant to LESSOR's drawings, specifications and schedule
of work which are attached hereto as Exhibit "A".
D. For the purposes of this agreement its domicile is located
at the LEASED PREMISES, that is at corner of Ave.
Reforma
and Xxxxx xx xxx Xxxxxx x/x Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx
Xxxxxxxxxx 00000, and 00000 Xxxx Xxxxxx Xxxxx, Xxxxx,
Xxxxxxxx, 00000.
E. It wishes to lease from the LESSOR the LEASED PREMISES
pursuant to the terms and conditions hereunder.
IN VIEW OF THE FOREGOING, the parties hereto agree as follows:
C L A U S E S
FIRST. LEASE AND DELIVERY
The LESSOR hereby leases to the LESSEE and the LESSEE hereby
leases from the LESSOR the LEASED PREMISES, which are located at
corner of Ave. Reforma Esquina Xxxxx xx xxx Xxxxxx x/x Xxxxxxx
Xxxxxxx, Xxxxxxxx, Xxxx Xxxxxxxxxx 00000, and which are
described in Exhibit "B" hereto.
SECOND.- IMPROVEMENTS
2.1 LESSOR, at LESSOR's own cost and expense shall perform all
work, provide all labor, furnish all new materials, and
obtain all certificates and permits necessary to construct
an industrial building with an area ground floor of 8,256 m2
and a second floor consisting of approximately 1800 meters
(19,368 square feet) on the LEASED PREMISES (hereinafter the
"Improvements") in accordance with the preliminary
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drawings, specifications, schedule of work and construction
terms set forth by the parties and attached hereto as
exhibit "A". The parties agree that within a term of 30
days as of the date hereof a final set of drawings and
specifications shall be completed and attached to exhibit
"A" herein. Unless LESSOR and LESSEE are able to reach
accord within thirty (30) days from the date hereof on a
final set of detailed drawings and specifications to replace
Exhibit "A" that are satisfactory to both LESSOR and LESSEE,
either party is free to terminate this lease.
2.2 By approval of the drawings and specifications, LESSEE
assumes no responsibility for technical compliance with the
terms and specifications set forth in exhibit "A" hereto.
The approval by LESSEE is for general arrangements only,
unless otherwise noted, and does not relieve LESSOR of full
responsibility for the proper and correct design,
construction, function, and erection of the Improvements as
required.
2.3 LESSOR shall indemnify and hold harmless LESSEE from any and
all claims, assessments by government authorities, including
but not limited to property tax, real and attached personal
property. special assessments, fees, penalties thereon,
Social Security Institute, Workers Housing Institute and Tax
Authorities, as well as from damages and cost resulting from
or arising out of LESSOR's lack of performance of any of its
obligations for construction of Improvements, fixturs,
machinery and equipment to the LEASED PREMISES required
hereunder.
2.4 LESSOR acknowledges and agrees that LESSEE may request
changes in the design and specifications of the
Improvements, provided such changes do not affect the cost
thereof or the work schedule for construction of same. In
the event such changes affect the cost of the Improvements
or the work schedule, LESSOR and LESSEE shall jointly
determine the effects of the change in cost and any
extension to such schedule. All changes to the design and
specification of the Improvements shall be approved in
writing by both LESSEE and LESSOR and any if there is any
additional fees or charges to be assessed against LESSEE in
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connection with any such change, the dollar amount of such
change must be agreed to in writing in advance; neither
LESSOR nor LESSEE shall make any changes in the drawings and
specifications of the Improvement without the express
written consent of both LESSEE and LESSOR.
2.5 As established in the specifications, drawings and schedule
of work incorporated by reference as exhibit "A", LESSOR
shall diligently complete the Improvements on the LEASED
PREMISES in order that LESSEE may use and occupy such
Improvements pursuant to the following schedule:
a) Beneficial Occupancy of LEASED PREMISES: August 15,
1996.
b) Final Occupancy of the LEASED PREMISES: October 1,
1996.
For purposes hereof, Beneficial and Final Occupancy shall be
defined as follows:
Beneficial Occupancy.- Shall be defined as the delivery to
LESSEE of the industrial portion of the Improvements
including walls, roof, floor slab, docks, in order that
LESSEE may move in its equipment into the LEASED PREMISES,
and that such equipment and any tenant Improvements that may
be installed, be secured and not be damaged by weather or
the process of construction.
Final Occupancy.- Shall be defined as the substantial
completion of all works and interior finishing of the
industrial and office areas of the Improvements and all
exterior and infrastructure Improvements to permit LESSEE to
commence utilization of the LEASED PREMISES and all
Improvements for the unencumbered conduct of its business,
excluding non functional minor cosmetic items, or a punch
list of items not to exceed 2% of the construction price of
the improvements established pursuant to exhibit "B" hereto.
2.6 At all times following the execution of this Lease
Agreement, LESSEE shall have the right to enter the LEASED
PREMISES to inspect the progress of construction of the
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Improvements, and LESSOR shall place the construction log
and any construction reports available at the disposal of
LESSEE, in order that LESSEE may be continuously appraised
of construction of the Improvements. If so requested by
LESSEE, LESSOR shall prepare a translation into English of
any such reports for LESSEE, and LESSEE agrees to reimburse
LESSOR for any expenses incurred in connection therewith.
2.7 LESSOR agrees to furnish to LESSEE a copy of results of all
tests effected by LESSOR or its contractors with regard to
the LEASED PREMISES or the construction of the Improvements,
and LESSEE shall be entitled to effect independent testing
of any portion of the LEASED PREMISES, Improvements or
materials and components of construction, at its sole
expense, in order to ascertain that the Improvements are
constructed in accordance with exhibit "A" hereto. Any such
independing testing by LESSEE shall not release LESSOR from
any obligations to construct the Improvements in accordance
with exhibit "A" hereto.
2.8 In the event the result of any of LESSEE's test indicate
that there is a material deviation in the terms and
specifications for construction of the Improvements, LESSEE
shall notify LESSOR of any such deviation and request
immediate correction thereof.
2.9 Should LESSOR fail to conclude construction of the initial
Improvements in order that LESSEE may occupy the LEASED
PREMISES on the date of Beneficial Occupancy set forth
hereinabove, LESSEE shall be entitled to receive as
contractual penalty liquidated damages the abatement of two
days of rent for each calendar day the initial Improvements
are not concluded pursuant to exhibit "A" hereof. This
abatement shall apply towards the first, and if applicable,
following months on which LESSEE commences to effect rental
payments as set forth herein. Notwithstanding such penalty
and/or rental abatement, nothing contained herein shall
extend the date of Final Occupancy or diminish the
liquidated damages that LESSEE is entitled to receive in the
event LESSOR fails to provide LESSEE with Final Occupancy on
the date set forth in paragraph 2.5 above.
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2.10 Furthermore, should LESSOR fail to complete construction of
the Improvements pursuant to exhibit "A" on or before the
date of Final Occupancy of the LEASED PREMISES, LESSEE shall
be entitled to receive as liquidated damages and in addition
to the rent abatement set forth in the preceding paragraph
the amount corresponding to two days rent for each calendar
day of delay following the projected date of Final
Occupancy, provided, however that should such delay continue
for sixty (60) days following the aforementioned date,
LESSEE, at its option, may terminate this agreement. Any
abatements hereunder shall apply towards the first, and if
applicable, following months on which LESSEE commences to
effect rental payments as set forth herein. The parties
acknowledges and agree that the date of Final Occupancy
shall be extended for a term equivalent to delays
attributable to LESSEE or LESSEE's contractors or
subcontractors, acts of God or force majeure. Likewise, and
in th event of heavy rain period, this being understood as
rainfall exceeding two inches in one day, during the three
months following the date of execution hereof, the dates of
Beneficial Occupancy and Final Occupancy will be extended
for a period to be agreed upon by the parties, which shall
not exceed thirty (30) days.
THIRD. OCCUPANCY BY LESSEE
The LESSEE shall use the LEASED PREMISES for clean and light
operations as per the authorizations and licenses which the
LESSEE shall obtain from the environmental and other competent
authorities, and therefore, agrees not to use the LEASED PREMISES
for chemical, heavy or other industries of similar nature.
Accordingly, it is hereby agreed that:
3.1. The LESSEE may, at its own risk and expense, install on
the LEASED PREMISES such fixtures, equipment and
furniture as it may deem necessary, provided, that such
items are installed and are removed without damage to the
LEASED PREMISES, except for the usual wear and tearand
normal damage required to remove LESSEE's fixtures,
equipment and furniture from the LEASED PREMISES".
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3.2. The LESSEE shall repair all damages caused to the LEASED
PREMISES during installation or removal of the fixtures,
equipment and furniture mentioned in the preceding
paragraph, usual wesr and tear excepted.
3.3. The LESSEE shall perform the installation or removal of
its equipment and furniture in accordance with all applicable
laws, ordinances, and regulations, being liable for any
violations thereto.
3.4. The LESSEE agrees to retrieve such fixtures, equipment,
furniture and/or improvements it may have installed in
the LEASED PREMISES on or before the date of termination
of this lease. Should the LESSEE fail to retrieve such
fixtures, equipment, furniture and/or improvements from
the LEASED PREMISES as provided above, the LESSOR shall
be entitled to either retrieve such fixtures, equipment,
furniture and/or improvements from the LEASED PREMISES at
the LESSEE's risk and expense, or deem that said
fixtures, equipment, furniture and/or improvements have
been left in the LEASED PREMISES by the LESSEE to
gratuitously inure in favor of the LESSOR. If LESSEE has
not removed all of LESSEE's furniture, fixtures and
equipment and improvements from the LEASED PREMISES
within thirty (30) days from the date of termination of
the Lease by LESSEE, then LESSOR upon providing LESSEE
with thirty (30) days written notice in advance, shall
thereafter have the right to either remove or retain
LESSOR's fixtures, equipment and furniture and
improvements if not removed by LESSEE in this thirty (30)
day period as set forth hereafter.
3.5. The LESSEE may not modify the exterior structure, facade
or public services of the LEASED PREMISES, nor it may
perform any works or make alteration without the
LESSOR's prior written consent, which will not be
unreasonably withheld. LESSEE shall have the right to
make any changes in the interior of the LEASED PREMISES
necessary for its ongoing operations, provided LESSEE
does not move any load bearing walls or harm the safety
or soundness of the LEASED PREMISES.
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FOURTH. LEASE TERM
4.1. The term of this Lease shall commence on October 1, 1996
(the Effective Date) and shall end on September 30, 2006.
4.2. LESSEE shall have the option to renew this Lease for four
(4) additional terms of five (5) years each on the terms
and conditions set forth herein. Such option shall be
exercised by providing LESSOR with notice of its intent
to do so not less than three (3) months prior to the
expiration of then-current term.
FIFTH. RENT
The LESSEE shall punctually and without deductions (except for
those provided by the applicable tax laws) pay to the LESSOR, at
its address or any other address as instructed by the LESSOR.
5.1. From the EFFECTIVE DATE, and payable in advance during
the first 5 (five) days of each month, the LESSEE shall
punctually pay to the LESSOR, as monthly rent, at its
address or any other address as instructed by the LESSOR,
and without deductions (except for those provided by the
applicable tax laws), the amount of $32,500.00 Dollars.
LESSEE agrees to pay the monthly installments at LESSOR's
domicile, or at the place and to the person that LESSOR
designates by given written notice to LESSEE.
5.2. After the second full year, LESSEE's monthly Base Rent
shall be increased each year thereafter by a fixed amount
of 3% per annum for each remaining year of the term of
this Lease.
5.3. All rental payments made after the term set forth above
shall accrue delinquent interest at a rate of five
percent (5%) per month).
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SIXTH. INSURANCE
6.1. During the life of this agreement, the LESSEE, shall
cover the LESSEE and the LESSOR against any civil
liability claims, demands, lawsuits or actions, or
against the accidents or decease of any person, or from
any damages to the goods of any third party in connection
with the use by the LESSEE of the LEASED PREMISES.
LESSEE's indemnity to Landlord under this paragraph 6.1
shall be limited to the amount of insurance required by
LESSEE in paragraph 6.3 hereof.
6.2. During the life of this agreement, the LESSEE shall
be fully responsible for rents unpaid for any reason
imputable to LESSEE.
6.3. During the life of this agreement, the LESSEE agrees to
obtain an insurance policy in favor of the LESSOR to
cover the LEASED PREMISES against fire, lightning,
explosion, falling aircraft, collision, smoke, storms,
hail, vehicle damage, earthquakes, volcanic eruption,
strikes, riots, civil commotion, vandalism, flood and any
other risks currently covered or which in the future may
be covered under the so called "extended coverage" policy
(including windows and gas tank coverage). In view of
the foregoing, the LESSEE hereby waives any right to
demand payment from the LESSOR for damages caused by
fire, explosion and other unforeseen events. The
corresponding insurance policy shall cover an insurable
value of $2'600,000.00 DOLLARS (TWO MILLION SIX HUNDRED
THOUSAND DOLLARS 00/100 U.S. Cy.).
6.4. The coverage mentioned in paragraph 6.3 above shall be
annually increased thereafter in accordance with the
annualized percentage increase of theConsumer Price Index
for the San Diego, California Metropolitan Area,
published by the U.S. Department of Labor for the
immediately preceding year.
SEVENTH. TAXES AND COSTS
The LESSOR shall be responsible of payment of the income and
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assets taxes to which it is obligated. On its part, the LESSEE
shall be responsible for the payment of the real estate and any
other taxes or costs which may affect the LEASED PREMISES,
including VAT, which may derive from this agreement or which may
derive from the use of the LEASED PREMISES by the LESSEE. The
LESSEE shall submit to the LESSOR evidence satisfactory to the
LESSOR that such taxes have been paid.
EIGHTH. REPAIRS AND MAINTENANCE
8.1. LESSOR
8.1.1. After written notice from the LESSEE, the LESSOR
shall repair the structural or construction defects of
the foundation, floors, walls and roof of the LEASED
construction or as a consequence of the normal use of the
same, and for defective construction of HVAC, plumbing
and other systems, attempting to carry out this work
within 24 hours from notification. The LESSOR shall not
be responsible for the repairs of the LEASED PREMISES,
unless the LESSEE informs such circumstances immediately
to the LESSOR.
8.1.2. The LESSOR shall not be responsible, nor have the
obligation to repair the damages caused by the LESSEE'S
negligence, or that of LESSEE's workers, clients,
contractors or guests.
LESSOR shall not be responsible for leaking roofs if this
has been caused by any of LESSEE's workers, clients,
contractors or guests by not carefully walking on roof
while working.
8.2. LESSEE
8.2.1. LESSEE shall be responsible for the repairs to
the damages suffered in the LEASED PREMISES other than
those referred to in clause 8.1. hereinabove. The
damages referred to in this paragraph include, but are
not limited to, the damages and maintenance that shall
be given to the plumbing systems, sewage, telephone, gas,
as well as for the equipment, interior walls, interior
painting, air conditioning, heaters, doors and windows,
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etc., of the LEASED PREMISES. All the expenses resulting
of disregarding and the negligence of the LEASED
PREMISES, or a violation and the obligations of the
LESSEE set herein, shall be borne by the LESSEE. Among
the responsibilities are included among other things the
maintenance of the roof gutters and landscaping.
8.2.2. The LESSEE shall maintain the LEASED PREMISES and
its improvements free from any liens.
NINTH. INDEMNIFICATION
If either party (the "INDEMNIFIED PARTY") is held responsible
for any obligation undertaken by the other (the "INDEMNIFYING
PARTY"), the INDEMNIFYING PARTY shall indemnify and hold the
INDEMNIFIED PARTY harmless from any and all claims for damages or
losses of any kind, and to restore or reimburse any all such
costs and expenses to the INDEMNIFIED PARTY.
TENTH. UTILITY SERVICES
The LESSEE agrees to request directly from the corresponding
utility companies that the public services be rendered by such
companies, to pay for the corresponding connection fees and to
promptly pay for any and all utilities and related services
furnished to the LESSEE in the LEASED PREMISES, including but not
limited to water, gas, electricity, and telephone charges.
ELEVENTH. ASSIGNMENT AND SUBLETTING
11.1 The LESSEE may not assign its rights and obligations
under this agreement unless the assignee is an
affiliate of the LESSOR, nor may it sublet the LEASED
PREMISES unless it obtains the prior written
authorization of the LESSOR not be unreasonably withheld.
11.2 The LESSOR shall be entitled to assign, in whole or in
part, its rights and obligations under this agreement.
Consequently, the LESSEE hereby grants authorization to
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the LESSOR so that the latter may formalize, the
assignments which it may deem appropriate. Likewise,
LESSOR shall be expressly entitled to guarantee any of
its present or future obligations with its rights under
this agreement. LESSEE shall have the right to approve
in writing in advance any such assignment by LESSOR and
LESSOR agrees to provide LESSEE all names of the
prospective individual owners of the entity to which
LESSOR desires to assign the lease and the financial
capability of such new entity and/or owners.
TWELFTH. ACCESS TO THE LEASED PREMISES
12.1 The LESSOR or its authorized representatives shall have
the right to enter the LEASED PREMISES in emergencies at
all times, and at mutually agreeable times to make
repairs, additions, or alterations to the LEASED
PREMISES which it may be authorized or obligated to do
under this agreement.
12.2 LESSOR, within a ninety (90) days period prior to the
termination of this agreement, shall have the right to
show the LEASED PREMISES to any prospective clients,
provided such prospective client or tenant does not
compete with LESSEE in the same business, in whole or in
part. Likewise, and during the above mentioned term, the
LESSOR shall have the right to post the signs which it
may deem appropriate in the facade of the LEASED
PREMISES in order to promote the same.
12.3 Except in case of emergency, the LESSOR shall give notice
to the LESSEE before entering the LEASED PREMISES, and
the LESSEE shall have the right to escort any
representatives of the LESSOR and prospective clients.
LESSEE shall have the right to protect LESSEE's
proprietary data and information as well as proprietary
engineering or manufacturing processes and operations
from disclosure to any third party, even though such
third party may be a prospective client or tenant of
LESSOR.
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THIRTEENTH. DAMAGE OR DESTRUCTION
13.1 TOTAL
In the event the whole or substantial part of the LEASED
PREMISES are damaged or destroyed so as to impede the
LESSEE's operation for the purposes for which the same
were leased, the LESSOR shall, within ten (10) days from
such destruction, determine whether the LEASED PREMISES
can be restored within the following three (3) months
and notify the LESSEE of such determination. If the
LESSOR determines that the LEASED PREMISES cannot be
restored within the following three (3) months, either
the LESSOR or the LESSEE shall have the right and option
to immediately terminate this Lease Agreement by means
of a written notice to the other party. If the
LESSOR determines that the LEASED PREMISES can be
restored within said three (3) month period, the LESSOR
shall, at its own expense, proceed diligently to
reconstruct the LEASED PREMISES, but only up to the
amount which it may obtain from the insurance coverage
mentioned in Clause Sixth above.
13.2 PARTIAL
In the event the referred damages do not prevent the
LESSEE, in a substantial way, from continuing the
normal operation of its business on the LEASED PREMISES,
the LESSOR or the LESSEE, as the case may be, shall
repair said damages under the terms of clause EIGHT
above.
13.3 If the damage in question is caused by a negligent or
willful act of the LESSEE or its employees, the LESSEE
agrees to punctually pay the rent hereunder.
FOURTEENTH.- CAUSES FOR TERMINATION OF LEASE.
The LESSEE will have the right to terminate this lease at
any time in case that for any circumstance of force majeure,
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fortuitous case or acts of government (expropiation, seizure,
etc.) he cannot continue industrial operations within the leased
premises. In such a case the LESSEE will notify the LESSOR of
his intention to terminate the lease 30 days in advance of the
effective date of termination. In the event LESSEE elects to
terminate the lease as allowed in this paragraph 14, then the
LESSEE shall be free of any further obligations or lease payments
under the lease upon written notification to LESSOR of LESSEE's
termination, as provided for in this paragraph 14.
FIFTEENTH. LESSOR'S RIGHT TO PERFORM THE LESSEE'S COVENANTS.
If the LESSEE shall at any time fail to perform any one or more
of its covenants made in this lease, the LESSOR, after five (5)
business days written notice to the LESSEE (or without notice in
the event the act or acts to be performed in fulfillment of the
breached covenant require an immediate action) and without
waiving or releasing the LESSEE from any obligation of the LESSEE
contained in this Lease, may (but shall be under no obligation to)
perform any act on the LESSEE's part to be performed as provided in
this lease, and may enter upon the LEASED PREMISES for that purpose
and take all such actions thereon as may be necessary therefor.
All sums paid by the LESSOR and all costs and expenses incurred
by the LESSOR in connection with the performance of any such
obligation of the LESSEE, shall be payable by the LESSEE to the
LESSOR on demand, in the the late understanding that reimbursement
of costs and expenses shall accrue delinquent interest at a rate of
five percent (5%) per month.
SIXTEENTH.- GUARANTIES
16.1 LESSOR hereby acknowledges to have received from LESSEE, as
deposit, the amount of $65,000.00 DOLLARS (SIXTY FIVE THOUSAND
DOLLARS 00/100 X.X.Xx.) consisting of the equivalent of two
month's rent as security deposit throughtout the course of the
lease.
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16.2 The deposit of $65,000 Dollars will be reimbursed to the
LESSEE, without interest, after the LESSOR carries out an
inspection of the condition on which the leased Premises are
returned.
16.3 LESSEE shall obtain and deliver to LESSOR, within 5 days
following execution of this agreement, a guaranty from
LOWRANCE ELECTRONICS, INC. under the terms of the
"Absolute Guarantee of Lease" which is attached hereto as
Exhibit "D". Accordingly, LOWRANCE ELECTRONICS, INC.
shall guaranty any and all obligations of the LESSEE
under this agreement.
16.4 In case of early termination for any forseeable cause
attributable to the LESSEE, the LESSOR shall be entitled
to keep any amounts delivered to the LESSOR as
prepaid rent or deposit, regardless of any other rights
which the LESSOR may be entitled to. Such amount shall
be applied to amounts owed by LESSEE hereunder.
SEVENTEENTH.- NOTICES
17.1 Any notice to be given to the LESSOR under this agreement
shall be sent to the address mentioned in recital I.B.
or to such other addresses which may from time to time
be notified by the LESSOR to the LESSEE.
17.2 Any notice to be given to the LESSEE under this agreement
shall be addressed to the LEASED PREMISES, with a copy to
00000 Xxxx Xxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000, Ave.
Reforma #____, Ensenada, Baja California, Mexico.
17.3 Said notices shall be in writing, and shall be delivered
personally to the legal representative of the party in
question, or sent by certified mail, postage prepaid to
the addresses mentioned above, in which case the
corresponding notice shall be deemed delivered fourteen
(14) days after the date of mailing thereof.
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EIGHTEENTH. EARLY TERMINATION
The LESSOR may terminate this agreement with proper written
notification or default in any of the following circumstances:
18.1 In case the term expressed in clause FOURTH above
expires.
18.2 The LESSEE's failure to pay any monthly rent due and
payable hereunder within 10 days of receipt of notice of
such failure.
18.3 Default in the performance of any of the LESSEE's
covenants, agreements or obligations hereunder which
remains incured 10 days after LESSEE's receipt of notice
thereof or, if such default cannot be fully cured within
10 days, if LESSEE has not commenced such cure within 10
days.
18.4 The filing of a petition of bankruptcy against the
LESSEE.
18.5 In case any competent court declares that any provision
hereunder is null and void so that the purposes of the
parties in entering this Lease are rendered futile.
18.6 Any other cause provided in the corresponding civil code.
In case LESSOR initiates any action to terminate this agreement,
due to the LESSEE's vacancy of the LEASED PREMISES prior to the
end of the LEASE TERM or its failure to vacate at the end of the
LEASE TERM, LESSEE shall reimburse LESSOR any costs of such
action. The LESSEE acknowledges that this clause shall not be
construed as an authrorization to occupy the LEASED PREMISES
beyond the term set forth herein.
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NINETEENTH.- MISCELANEOUS
19.1 In case any party fails to execute any action against the
other as to project a certain right under this agreement,
said failure shall not be construed as a waiver of any other
rights derived herefrom.
19.2 This agreement may only be modified by written agreement
signed by the authorized representatives of the parties.
19.3 In case any party hereto exercises an action against the
other in order to demand the performance of this agreement,
the prevailing party shall be entitled to reasonable attorney's
fees.
19.4 The parties agree that this Lease Agreement shall be
governed by the laws of State of Baja California. For
everything pertaining to the interpretation and compliance
of this Lease Agreement the parties hereby expressly submit
to the jurisdiction of the Civil Courts of the City of Tijuana,
Baja California,waiving any other jurisdiction which might be
applicable by reason of their present or future domiciles or
otherwise.
IN WITNESS WHEREOF, the parties have executed this agreement in
the places and on the dates stated hereinbelow.
LESSOR LESSEE
XXXX XXXX XX XXXX FLOURIE ELECTRONICA LOWRANCE XX
XXXXXXX MEXICO, S.A. DE C.V.
___________________________ By: _____________________
Name: Xxxxx Xxxxx
Title: __________________
Date: _____________________ Date: ___________________
Place: ____________________ Place: __________________
18
GUARANTOR
LOWRANCE ELECTRONICS, INC.
By: _______________________
Name: ______________________
Title: _____________________
Date: ______________________
Place: _____________________
WITNESS WITNESS
________________________
________________________
lowrance
P.1-18/last
