Exhibit 10.10
SUBLEASE
THIS SUBLEASE (this "Sublease") made as of this 10th day of June, 2002, by
and between MCKESSON INFORMATION SOLUTIONS INC., a Delaware corporation,
successor-interest-to HPR Inc., formerly known as Health Payment Review, Inc.
("Sublandlord"), and LIONBRIDGE TECHNOLOGIES, INC., a Delaware corporation
("Subtenant").
WITNESSETH:
WHEREAS, Health Payment Review, Inc. ("HPR") was the original tenant under
that certain Lease, dated as of June 2, 1995, between Riverview Building
Combined Limited Partnership, a Massachusetts Limited Partnership ("Riverview"),
as landlord, and HPR, as tenant, as amended by Amendment #1 to Lease, dated as
of May 16, 1996 between Riverview and HPR, and Second Amendment, dated as of
April 10, 1997 between Beacon Properties, L.P. ("Beacon"), as
successor-in-interest to Riverview and HPR (the lease and all of the
aforementioned amendments being collectively referred to as the "Master Lease");
WHEREAS, pursuant to the Master Lease HPR leased office space consisting of
approximately 48,069 square feet on the 3rd, 5th and 6th Floors and the
mezzanine level between the 5th and 6th Floors (the "Master Lease Premises") of
the building (the "Building") located at 000 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx;
WHEREAS, HPR assigned its interest under the Original Master Lease to
Sublandlord;
WHEREAS, as a result of mergers between Beacon and Beacon Properties
Corporation into EOP Operating Limited Partnership and Equity Office Properties
Trust, ownership of the Building is held by EOP-Riverview/245 First Street,
L.L.C., a Delaware limited liability company ("Landlord");
WHEREAS, Subtenant desires to sublease from Sublandlord that portion of the
Master Lease Premises consisting of the 6th Floor of the Building (which is
agreed to contain 9,422 square feet) and the IDF/phone closet on the mezzanine
level between the 5th and 6th Floors of the Building (the "Premises"); and
Sublandlord has agreed to sublease the Premises to Subtenant on the terms,
covenants and conditions set forth in this Sublease; and
WHEREAS, Subtenant also desires to lease certain items of furniture which
are currently located in the Premises on the terms, covenants and conditions
stated in this Sublease. Unless otherwise specified herein, either expressly or
by context, the term Premises shall include the Furniture (as defined below).
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NOW, THEREFORE, in consideration of the mutual covenants contained in this
Sublease, and for valuable consideration, the receipt and sufficiency of which
are acknowledged by the parties, the parties agree as follows:
1. SUBLEASE. Sublandlord subleases to Subtenant and Subtenant subleases from
Sublandlord the Premises, including the furniture (the "Furniture") listed in
Exhibit A attached hereto and made a part hereof, subject to the terms,
covenants, and conditions contained in this Sublease.
2. SUBLEASED PREMISES.
(a) The Premises shall consist 9,422 rentable square feet on the 6th Floor
of the Building and the IDF/phone closet on the mezzanine level between the 5th
and 6th Floors of the Building.
(b) The Premises shall also include the Furniture. Prior to the
Commencement Date Sublandlord shall remove all file cabinets, bookcases and
furniture other than the Furniture from the Premises. Prior to the Commencement
Date Subtenant may swap panels on furniture which is located on the 4th Floor
for panels on the Furniture. Subtenant agrees to install panels which are
removed from the Furniture on the furniture which is located on the 4th Floor
from which panels were removed.
3. TERM. The term (the "Term") of this Sublease shall commence as of July 1,
2002 (the "Commencement Date") and shall expire on August 24, 2003.
4. RENT. Subtenant shall pay basic annual rent ("Base Rent") in the amount of
One Hundred Sixty Nine Thousand Five Hundred Ninety Six Dollars ($169,596.00) to
Sublandlord in monthly installments of Fourteen Thousand One Hundred Thirty
Three Dollars ($14,133.00) in advance without offset or deduction on the first
day of each month during the Term of this Sublease. Notwithstanding the
preceding sentence, Subtenant shall not be required to pay Base Rent for the
2-week period commencing on the Commencement Date and ending on July 14, 2002.
In addition to Base Rent Subtenant shall pay to Sublandlord any electricity
costs for the Premises and after hours HVAC charges that are billed by Master
Landlord as a pass through. The cost of electricity to the Premises and any
other charges and expenses payable hereunder other than Base Rent are
collectively referred to herein as "Additional Rent".
Concurrently with its execution and delivery of this Sublease, Subtenant
shall pay Sublandlord the sum of Twenty One Thousand Eight Hundred Eighty-Three
and thirty-five hundredths Dollars ($21,883.35) which is the Base Rent for the
period from July 15, 2002 through July 31, 2002 plus the Security Deposit (as
defined below).
Rent payments for any partial month shall be prorated. Rent shall be paid
to Sublandlord at its offices at Xxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000, Attention: McKesson Real Estate, unless and until Sublandlord
shall designate in writing a different or further address at which Rent (as
defined below) shall be payable.
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5. CONDITION OF PREMISES. Subtenant acknowledges that Sublandlord has made no
representations as to the condition of the Premises and that Subtenant has
inspected the Premises and is fully familiar with the physical condition
thereof. Sublandlord shall have no obligation to construct any tenant
improvements for the Premises, and Subtenant shall accept the Premises in "as
is" condition without any obligation of Sublandlord to repaint, remodel, repair,
improve or alter the Premises or to provide Subtenant any allowance therefor.
Subtenant acknowledges that in the event that a subtenant is found for xxx
xxxxxxxx xxxxx (0xx Xxxxx) which comprises a portion of the Master Lease
Premises, the internal stairwell connecting the 5th Floor and the 6th Floor of
the Master Lease Premises will be sealed and secured at the expense of
Sublandlord.
6. USE. Subtenant agrees to use the Premises only in accordance with the
provisions of the Master Lease and to use the items of Furniture for their
normally intended office uses in the Premises.
7. MASTER LEASE. This Sublease is subject to all the terms, covenants and
conditions of the Master Lease, which is attached hereto and incorporated herein
as Exhibit B.
All applicable terms and conditions of the Master Lease are incorporated
into and made a part of this Sublease as if Sublandlord were the landlord
thereunder and Subtenant were the tenant thereunder. Subtenant covenants and
agrees with Sublandlord to do and perform the covenants and agreements required
of Sublandlord in the Master Lease except as modified by the terms and
conditions of this Sublease as fully as if it were named the tenant therein.
(a) Notwithstanding the foregoing, the following provisions of the Master
Lease will not apply to the Sublease if set forth below, or will apply as
modified by the parentheticals following the paragraph reference: Basic
Lease Provisions (Numbers (a), (b), (c), (e), (f), (g), (h), (i), (k), (l),
(m), (n), and (o) shall be deleted); Sections 3, 4, 5, 6, 7, 13.3 (to the
extent not applicable to the acts or omissions of Subtenant), 14.2
(Sublandlord to make available Garage Parking Permits for thirteen (13)
automobiles at Subtenant's expense), 23.3 and 23.17, Exhibit "A" (as to the
0xx Xxxxx), Exhibit A-2, Exhibit B, Exhibit C, Addendum #1, Addendum #2,
Amendment #1 to Lease, Second Amendment to Lease.
(b) Subtenant shall not commit or suffer any act or omission that will
violate any of the provisions of the Master Lease.
(c) Subtenant shall undertake and perform each and every covenant,
undertaking, obligation or action required (except for payment of Base Rent
which shall be in accordance with the terms stated in this Sublease and
those deleted sections of the Master Lease referenced in Section 7(a)
above) of Sublandlord under the terms of the Master Lease. In such regard,
Subtenant agrees to assume as to the Premises all maintenance and repair
obligations of Sublandlord under the Master Lease. Subtenant agrees to do
nothing inconsistent with Sublandlord's obligations under the Master Lease.
It is further agreed that if Subtenant is in default of provisions of the
Master Lease,
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Sublandlord shall have all the rights of Landlord under the Master Lease,
including the right to terminate this Sublease, and may, but need not, cure
said default specifically on behalf of the Subtenant, in which case, all
reasonable costs, damages and expenses incurred by Sublandlord in
connection therewith shall be paid to Sublandlord by Subtenant immediately
upon demand as Additional Rent hereunder.
(d) Notwithstanding anything herein contained, the only services or rights
to which Subtenant is entitled hereunder are those to which Sublandlord is
entitled under the Master Lease; and for all such services and rights
Subtenant will look to the Landlord under the Master Lease. Subtenant
recognizes that Sublandlord is not in a position to render any of the
services or to perform any of the obligations required of Landlord by the
terms of the Master Lease. Therefore, despite anything to the contrary in
this Sublease, Subtenant agrees that performance by Sublandlord of its
obligations under this Sublease is conditioned on performance by the
Landlord of its corresponding obligations under the Master Lease, and
Sublandlord will not be liable to Subtenant for any default of Landlord
under the Master Lease. If Landlord fails to perform its obligations under
the Master Lease, Sublandlord agrees to use commercially reasonable efforts
to obtain that performance on behalf of Subtenant. Such commercially
reasonable efforts shall include efforts to contact (in person, by
telephone and/or in writing) and negotiate with Landlord, but shall not
include instituting litigation or any other proceedings.
(e) Provided that there exists no Event of Default by Sublandlord under the
Master Lease, Subtenant will not have any claim against Sublandlord based
on the Master Landlord's failure or refusal to comply with any of the
provisions of the Master Lease unless that failure or refusal is a result
of Sublandlord's act or failure to act. Despite the Master Landlord's
failure or refusal to comply with any of those provisions of the Master
Lease, this Sublease will remain in full force and effect and Subtenant
will pay the Base Rent and Additional Rent and all other charges provided
for in this Sublease without any abatement, deduction or setoff unless
Master Landlord's failure or refusal to comply is due to Sublandord's
breach of its obligation to pay rent under the Master Lease.
(f) By entering into this Sublease Sublandlord and Subtenant agree that if
Subtenant breaches an obligation under this Sublease which would also
constitute a default by Sublandlord under the Master Lease if not cured
within the applicable grace period, then Landlord shall have all rights and
remedies against Subtenant that it also has against Sublandlord for such a
default. Subtenant shall have no rights or claims against Landlord and
shall not have the right to enforce against Landlord any of Sublandlord's
rights and remedies under the Lease.
8. SECURITY DEPOSIT. Simultaneously with the execution and delivery of this
Sublease, Subtenant shall deposit with Sublandlord the amount of Fourteen
Thousand One Hundred Thirty Three Dollars ($14,133.00) in cash (the "Security
Deposit") as security for performance by
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Subtenant of the covenants and obligations hereunder. The Security Deposit shall
be held by Sublandlord without interest; no trust relationship shall be deemed
created thereby; and the Security Deposit may be commingled with other assets of
Sublandlord. If Subtenant defaults in the performance of any of its covenants
hereunder, Sublandlord may, upon notice to Subtenant, apply the whole or any
part of the Security Deposit, to the extent required for the payment of Base
Rent, Additional Rent or other sums due from Subtenant hereunder, in addition to
any other remedies available to Sublandlord. In the event Sublandlord shall so
apply the Security Deposit, Subtenant shall, upon demand, immediately deposit
with Sublandlord a sum equal to the amount so applied. Subtenant's failure to do
so shall constitute a default under this Sublease. If Subtenant fully and
faithfully complies with all the covenants hereunder, the Security Deposit (or
the balance thereof) shall be returned to Subtenant within thirty (30) days
after the last to occur of (i) the date the Term expires or terminates, (ii)
surrender of possession of the Premises and (iii) Sublandlord's inspection of
the Premises and determination that all obligations of Subtenant under this
Sublease have been fully satisfied.
9. ELECTRICITY AND HVAC CHARGES. Subtenant shall pay for all electricity
consumed by it in the Premises, such payments to be made directly to the utility
company if the utility is metered separately to the Premises. If not separately
metered, then Subtenant shall pay to Sublandlord on account of utilities
Subtenant's share of payments made by Sublandlord to the suppliers of the same,
or such greater percentage as Sublandlord reasonably determines to be
appropriate if Subtenant uses a greater pro-rata quantity of electricity than
Sublandlord and any other occupant of the Master Lease Premises. Subtenant
agrees to pay all after-hours HVAC charges payable with respect to the Premises
pursuant to Section 10.1(b) of the Master Lease.
Sublandlord shall not in any way be liable or responsible to Subtenant for
any loss, damage or expense which Subtenant may sustain or incur if, during the
Term of this Sublease, either the quantity or the character of the utilities
servicing the Premises is changed or is no longer available or suitable for
Subtenant's requirements due to a fact or cause beyond Sublandlord's control.
Subtenant, at its expense, shall purchase and install all lamps, tubes, bulbs,
starters and ballasts on the Premises.
10. INSURANCE. Subtenant shall obtain and keep in full force and effect during
the Term, at its sole cost and expense, all of the insurance coverage required
to be obtained by Sublandlord under the Master Lease modified, as follows: (i)
Subtenant shall maintain worker's compensation insurance on its employees as
required by statute, (ii) deductibles under any insurance required to be
maintained by Subtenant hereunder shall in no event exceed $25,000, and (iii)
Sublandlord and Landlord shall be named an additional insured under any
insurance maintained hereunder by Subtenant, except for worker's compensation
insurance. Said insurance is to be written in a form reasonably satisfactory to
Sublandlord by good and solvent insurance companies of recognized standing,
admitted to do business in the Commonwealth of Massachusetts which companies
shall be reasonably satisfactory to Sublandlord. Subtenant shall pay all
premiums and charges for
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such insurance. Subtenant shall promptly notify Sublandlord, Landlord and any
other party entitled to notice under the Master Lease of any modification or
cancellation of such policies to the extent such modification or cancellation
will materially adversely affect such parties, and represents that it will not
take any action to modify or cancel such policies in a manner that would
materially adversely affect such parties. Certificates of insurance shall be
delivered to Sublandlord on or prior to the Commencement Date, together with any
replacements or endorsements thereto. If Subtenant fails to obtain any insurance
required hereunder, Sublandlord may obtain such insurance and the premium
therefor shall be payable on demand as Additional Rent. Notwithstanding anything
to the contrary contained in the Master Lease or this Sublease, Sublandlord
shall have no liability with respect to Subtenant's property or any loss thereof
or damage thereto arising from any cause whatsoever, and Subtenant shall obtain
adequate insurance against same.
Subtenant shall be responsible, at its sole cost, for insuring the
Furniture and for naming Sublandlord as loss payee under the policy providing
such coverage.
11. ASSIGNMENT OR SUBLETTING.
Any activity with respect to this Sublease which could be construed to be
covered by the "Assignment and Subletting" provisions of Section 17 of the
Master Lease (as modified by this Sublease) shall be subject to the consent of
Sublandlord in addition to the consent of Landlord, as set forth in Section 17
of the Master Lease and shall be subject Landlord's rights pursuant to Section
17.5 of the Master Lease to receive fifty percent (50%) of the amount by which
Base Rent and all other consideration paid or payable hereunder exceeds Base
Rent (allocable to the Premises) payable under the Master Lease for the Term of
this Sublease.
Subtenant shall not assign this Sublease or further sublet the Premises (or
any portion thereof) to any party other than a wholly-owned subsidiary of
Subtenant without the prior written consent of Sublandlord, which consent may be
withheld in Sublandlord's sole and absolute discretion.
Notwithstanding any further sublease of the Premises (or any part thereof)
by Subtenant or assignment of this Sublease, Subtenant shall at all times remain
liable for the payment of Rent and any other charges payable by Subtenant
pursuant to this Sublease and for compliance with all of Subtenant's other
obligations under this Sublease. For purposes of this Sublease, any change or
transfer of more than fifty percent (50%) of the voting stock of Subtenant or
transfer of substantially all of the assets of Subtenant shall be considered an
assignment requiring Sublandlord's prior written consent. Any other change or
transfer of more than fifty percent (50%) of the voting stock of Subtenant or
transfer of substantially all of the assets of Subtenant shall be considered an
assignment requiring Sublandlord's prior written consent.
12. EXPIRATION. This Sublease shall automatically terminate upon any termination
or expiration of the Master Lease in accordance with the terms thereof prior to
the expiration date of this Sublease, or any renewal thereof.
13. DAMAGE TO PROPERTY; INJURY TO PERSONS. All personal property of any kind or
description shall be on the Premises at Subtenant' sole risk, and Sublandlord
shall not be liable for any injury or damage which may be sustained to person or
property by Subtenant or any other person caused by or resulting from steam,
electricity, gas, water, rain, ice or snow, or any leak or flow from or into any
part of the Premises, or from the breakage, leakage, obstruction or other defect
of the pipes, wiring, appliances, plumbing or lighting fixtures, or from the
condition of the
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Premises, or from any source or cause whatsoever, except to the extent said
damage or injury shall be caused by or be due to the gross negligence or willful
misconduct of Sublandlord, its agents, servants, contractors or employees, nor
shall Sublandlord be liable for any defect in the Premises, latent or otherwise.
14. INSURANCE AND CONDEMNATION PROCEEDS. Despite anything contained in the
Master Lease to the contrary, as between Sublandlord and Subtenant only, in the
event of damage to or condemnation of the Subleased Premises, all insurance
proceeds or condemnation awards received by Sublandlord pursuant to the Master
Lease (except for Subtenant's personal property) will be deemed to be the
property of Sublandlord, and Sublandlord will have no obligation to rebuild or
restore the Premises. Subtenant shall comply with the provisions of Section 12
of the Master Lease and, where additional insureds are required to be named on
any policies required of Subtenant, Subtenant shall name as additional insureds
all of the parties specified in Section 12 of the Master Lease and also name
Sublandlord.
15. LATE CHARGES. Subtenant hereby acknowledges that the late payment by
Subtenant to Sublandlord of Base Rent, Additional Rent and other sums due
hereunder will cause Sublandlord to incur costs not contemplated by this
Sublease, the exact amount of which will be extremely difficult to ascertain.
Such costs include, but are not limited to, processing and accounting charges,
and late charges which may be imposed upon Sublandlord by the terms of the
Master Lease. Accordingly, if any installment of Base Rent, Additional Rent or
other sum due from Subtenant shall not be received by Sublandlord or
Sublandlord's designee within ten (10) days after the date on which such amount
was due, then, without any requirement for notice to Subtenant, Subtenant shall
pay to Sublandlord a late charge equal to five percent (5%) of such overdue
amount. The parties hereby agree that such late charge represents a fair and
reasonable estimate of the costs Sublandlord will incur by reason of late
payment by Subtenant. Acceptance of such late charge by Sublandlord shall in no
event constitute a waiver of Subtenant's default or breach with respect to such
overdue amount, nor prevent Sublandlord from exercising any of the other rights
and remedies granted hereunder.
16. INSPECTION. Sublandlord shall have the right but shall not be obligated to
enter the Premises at all reasonable hours for the purpose of examining the same
or, at Subtenant's expense, for making any repairs, alterations or additions
which Sublandlord shall deem necessary or advisable for the safety or
preservation of the Premises if Subtenant fails to do so within a reasonable
time after written notice from Sublandlord. Sublandlord shall have the right to
enter at any time in the case of an emergency.
17. INDEMNIFICATION. Subtenant shall defend, indemnify and save harmless
Sublandlord and its agents and employees against and from all liabilities,
obligations, damages, penalties, suits, actions, demands, fines, losses, claims,
costs, charges and expenses, including, without limitation, reasonable
attorneys' fees and disbursements, which may be imposed upon or incurred
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by or asserted against Sublandlord and/or its agents by reason of (i) any work
or thing done in, on or about the Premises by Subtenant, its agents,
contractors, subcontractors, employees, licensees or invitees; (ii) any accident
or injury to any person (including death resulting therefrom), or damage to
property occurring in, on or about the Premises or any part thereof during
Subtenant's occupancy of the Premises, or any accident or injury to any person
(including death resulting therefrom) or damage to property occurring outside
the Premises, but in the Building or the Project (as defined in the Master
Lease) where such accident, injury or damage results, or is claimed to have
resulted from an act or omission on the part of Subtenant or Subtenant's
employees, licensees, invitees or contractors; (iii) any failure on the part of
Subtenant to perform or comply with any of the covenants, agreements, terms,
provisions, conditions or limitations contained in this Sublease on its part to
be performed or complied with (except if and to the extent caused directly by
Sublandlord's negligence or willful misconduct in breach of this Sublease); (iv)
any failure of, or delay by, Subtenant in surrendering the Premises in
accordance with the provisions of this Sublease, including, without limitation,
any claims made by Landlord or any succeeding tenant, arising out of, or in
connection with, such failure or delay; (v) any act or omission of Subtenant,
its agents, officers, directors, contractors, employees, invitees or licensees,
or conduct of Subtenant's business in, or use, occupancy and management of, the
Premises. The provisions of this Section 17 shall survive the expiration or
earlier termination of the term of this Sublease.
Further, Subtenant agrees to protect, defend, indemnify, and hold
Sublandlord harmless from and against any and all liabilities, claims, expenses,
losses and damages (including reasonable attorneys' fees and costs), that may at
any time be asserted against Sublandlord by Landlord for the failure of
Subtenant to perform any of the covenants, agreements, terms, provisions, or
conditions contained in this Sublease or the Master Lease that Subtenant is
obligated to perform.
18. PARKING. Subject to Subtenant complying with Section 14.2 of the Master
Lease, Sublandlord will make available to Subtenant Garage Parking Permits for
seven (7) automobiles. Subtenant shall pay all charges for such Garage Parking
Permits. The obligation of Sublandlord to provide such Garage Parking Permits is
expressly subject to receipt of such Garage Parking Permits from Landlord in
accordance with the terms and provisions of the Master Lease. Without
limitation, Subtenant shall pay all parking charges assessed with respect to
each of the Garage Parking Permits received by Subtenant on a monthly basis as
Additional Rent in accordance with the terms of Section 14.2 of the Master
Lease. The use of the garage and Garage Parking Permits by Subtenant shall be
subject to and in accordance with all of the terms, conditions and restrictions
set forth in the Master Lease, including, without limitation, the provision of
Section 14.2 thereof.
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19. PUBLICITY. Sublandlord and Subtenant expressly agree that there shall be no
press release or other publicity originated by the parties hereto or any
representative thereof concerning the Sublease without the prior written consent
of both parties.
20. HOLDING OVER. Any holding over by Subtenant at the expiration of the Term of
this Sublease shall be treated as a tenancy at sufferance at two hundred percent
(200%) of the Base Rent, Additional Rent and all other charges herein and shall
otherwise be on the terms and conditions set forth in this Sublease to the
extent applicable.
21. FINANCIAL STATEMENTS. Sublandlord understands that Subtenant's quarterly and
annual financial statements are filed with the U.S. Securities and Exchange
Commission ("SEC") and are publicly available on the SEC's website, xxx.xxx.xxx.
22. GOVERNING LAW. This Sublease shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
23. WAIVER. Waiver by either party of any breach of any term, covenant or
condition contained herein shall not be deemed a waiver of any such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition herein contained.
24. NOTICES. All notices given or required to be given hereunder shall be deemed
given if in writing and hand delivered or sent by certified mail, postage
prepaid, return receipt request or nationally-recognized overnight courier
addressed to:
SUBLANDLORD:
McKesson Information Solutions Inc.
c/o McKesson Corporation
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: McKesson Real Estate
with copies to:
Xxxxxxxx Xxxx Company
Attn.: McKesson Lease Administration
0000 000xx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxx, XX 00000
SUBTENANT:
Lionbridge Technologies, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
With a copy to: General Counsel
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as the case may be, unless and until such party shall designate a different or
further address to which subsequent notices shall be sent. Such notice shall be
deemed given upon receipt or upon refusal of delivery.
25. SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their successors and permitted assigns.
26. ENTIRE AGREEMENT. This Sublease and the Master Lease constitute the entire
understanding between the parties hereto with reference to the subletting of the
Premises referred to herein and supersede all previous oral or written
agreements between the parties on such subject matter. This Sublease may be
amended only by a written instrument signed by the other party, which instrument
makes a specific reference to this Sublease.
27. ATTORNEYS FEES. If any legal action is taken to enforce the terms of this
Sublease by Sublandlord or Subtenant, the prevailing party shall be entitled to
recover reasonable attorneys fees and other costs and expenses incurred in
connection with that legal action.
28. CAPITALIZED TERMS. All terms spelled with initial capital letters in this
Sublease that are not expressly defined in this Sublease will have the
respective meanings given such terms in the Master Lease.
29. SURRENDER/RESTORATION. Upon expiration or termination of this Sublease,
Subtenant shall quit and surrender the Premises in the condition existing on the
Commencement Date, ordinary wear and tear and damage caused by fire or other
casualty excluded. Upon expiration or termination of this Sublease Sublandlord
shall be entitled to remove the Furniture (which shall remain the property of
Sublandlord) from the Premises.
30. BROKERS. Sublandlord shall pay a commission to Xxxxxxxx Xxxx Company, which
represents Sublandlord and which shall pay Insignia/ESG, which represents
Subtenant, a procuring broker's commission pursuant to a separate agreement.
Except as provided in the preceding sentence, each party to this Sublease
represents and warrants to the other that the warranting party has incurred and
will incur no obligation, by reason of this Sublease or the transaction
contemplated hereby, for any real estate brokerage commission or finder's fee
for which the other party would be liable. Each party shall, and hereby agrees
to, defend, indemnify and hold the other party harmless from and against any and
all claims, liabilities, damages and costs, without limitation, reasonable
attorneys fees and costs, arising out of a breach of that party's
representations and warranties set forth in this section.
31. SUBTENANT'S EARLY OCCUPANCY. Subtenant shall be allowed to take occupancy of
the Premises on June 24, 2002 or any date thereafter prior to the Commencement
Date in order to prepare the Premises for its occupancy. During such early
occupancy Subtenant shall comply with all terms and conditions of this Sublease
and applicable portions of the Master Lease other than the obligation to pay
Base Rent which shall not commence until the Commencement Date. Neither the
failure of the Premises to be ready for early occupancy as of June 24, 2002 or
the failure
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of Subtenant to occupy the Premises as of June 24, 2002 shall extend the Term or
affect the Commencement Date.
32. LANDLORD'S APPROVAL CONTINGENCY. This Sublease is subject to and shall be
effective upon the written consent of Landlord. If such consent is not received,
or given, then this Sublease shall become null and void, with no further
obligations due on the part of either party. If Landlord's Consent is not
obtained by June 24, 2002, then either party can terminate this Sublease upon
notice to the other. In the event that Subtenant has already taken possession of
the Premises and the Landlord has not consented to this Sublease, Subtenant
shall vacate the Premises immediately and restore it to its original condition,
normal wear and tear excepted.
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IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
executed the day and year first above written.
SUBLANDLORD:
MCKESSON INFORMATION SOLUTIONS INC.,
a Delaware corporation
By:
------------------------------
Its:
-----------------------------
SUBTENANT:
LIONBRIDGE, INC.
a Delaware corporation
By:
------------------------------
Its:
-----------------------------
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EXHIBIT A
Inventory of Furniture
36 Workstations
70 Chairs
8 Desks
5 Round Tables
5 Credenzas
EXHIBIT B
Master Lease
CONSENT OF LANDLORD
EOP-RIVERVIEW/245 FIRST STREET, L.L.C., a Delaware limited liability company
("Landlord"), as landlord under that certain Lease, dated as of June 2, 1995, as
amended by Amendment #1 to Lease, dated as of May 16, 1996, and Second
Amendment, dated as of April 10, 1997 (as amended, the "Master Lease"), hereby
consents to this Sublease and to the terms of this Sublease. The consent to this
Sublease by Landlord shall not constitute a consent to any subsequent subletting
or assignment.
LANDLORD
EOP-RIVERVIEW/245 FIRST STREET, L.L.C.,
a Delaware limited liability company
By: Equity Office Properties Trust,
a Maryland real estate investment trust
Its Managing General Partner
By:
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Its:
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