Exhibit 10.14
[LETTERHEAD]
December 11, 1996
BY HAND
Xxx Xxxxxxxxx, Esq.
Xxxxxxxxx & Xxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, X.X. 10036
Re: 53-0 Xxxx 00xx Xxxxxx, Xxx Xxxx, N.Y.; 11th Floor
(the "Premises")
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Dear Sol:
Enclosed herewith are two (2) copies of the Lease for the referenced
Premises signed by Paradise & Entertainment, Inc. (the "Tenant"). As we
previously discussed, the enclosed are to be held by you in escrow pending the
closing date of Xxxxxx's initial public offering (the "Closing Date"). On the
Closing Date, Tenant shall deliver to you checks for the first month's rent and
the security deposit. In the event the Closing Date does not occur on or before
February 1, 1997, you are to return the enclosed copies to the undersigned and
the Lease shall be deemed null and void ab initio. With your permission, I have
amended Articles 50 and 51 of the Lease to reflect a rent commencement date of
June 1, 1997. Please indicate your agreement to the foregoing by signing the
enclosed duplicate original and returning the same to me in the envelope
provided.
Very truly yours,
Xxxxxxxxx X. XxXxxxxxxx
AGREED:
-------------------------------
Xxx Xxxxxxxxx, Esq.
cc: Mr. Xxxx Xxxxxxxx
Exhibit 10.14
AGREEMENT OF LEASE, made as of this 21st day of October 1996, between
TWENTY THIRD STREET JOINT VENTURE, party of the first part, hereinafter referred
to as LANDLORD, and PARADISE MUSIC & ENTERTAINMENT, INC. a Delaware corporation,
party of the second part, hereinafter referred to as TENANT,
W I T N E S S E T H:
Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the
ENTIRE ELEVENTH (11TH) FLOOR in the building known as 00-0 XXXX 00XX XXXXXX
through to 00 XXXX 00XX XXXXXX, xx xxx Xxxxxxx xx XXXXXXXXX, Xxxx xx Xxx Xxxx,
for the term of TWELVE (12) YEARS (or until such term shall sooner cease and
expire as hereinafter provided) to commence on the 1ST day of APRIL nineteen
hundred and NINETY-SEVEN, and to end on the 31st day of MARCH two thousand and
NINE both dates inclusive, at annual rental rates hereinafter set forth in
Article #51 which Xxxxxx agrees to pay in lawful money of the United States
which shall be legal tender in payment of all debts and dues, public and
private, at the time of payment, in equal monthly installments in advance on the
first day of each month during said term, at the office of Landlord or such
other place as Landlord may designate, without any set off or deduction
whatsoever, except that Tenant shall pay the first monthly installment(s) on the
execution hereof (unless this lease be a renewal).
In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Landlord
pursuant to the terms of another lease with Landlord or with Landlord's
predecessor in interest, Landlord may at Landlord's option and without notice to
Tenant add the amount of such arrearage to any monthly installment of rent
payable hereunder and the same shall be payable to Landlord as additional rent.
The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:
RENT:
1. Tenant shall pay the rent as above and as hereinafter provided.
OCCUPANCY:
2. Tenant shall use and occupy demised premises for executive offices and
production studios for the music and entertainment industry and for no other
purpose.
ALTERATIONS:
3. Except as otherwise expressly permitted in this lease, Tenant shall
make no changes in or to the demised premises of any nature without Landlord's
prior written consent. Subject to the prior written consent of Landlord, and to
the provisions of this article, Tenant at Tenant's expense, may make
alterations, installations, additions or improvements which are non-structural
and which do not affect utility services or plumbing and electrical lines, in or
to the interior of the demised premises by using contractors or mechanics first
reasonably approved by Landlord. All fixtures and all paneling, partitions,
railings and like installations, installed in the premises at any time, either
by Tenant or by Landlord in Tenant's behalf, shall, upon installation, become
the property of Landlord and shall remain upon and be surrendered with the
demised premises unless Landlord, by notice to Tenant no later than twenty days
prior to the date fixed as the termination of this lease, elects to relinquish
Landlord's right hereto and to have them removed by Tenant, in which event, the
same shall be removed from the premises by Tenant prior to the expiration of the
lease, at Tenant's expense. Nothing in this article shall be construed to give
Landlord title to or to prevent Xxxxxx's removal of trade fixtures, moveable
office furniture and equipment, but upon removal of any such from the premises
or upon removal of other installations as may be required by Landlord, Tenant
shall immediately and at its expense, repair and restore the premises to the
condition existing prior to installation and repair
any damage to the demised premises or the building due to such removal. All
property permitted or required to be removed by Tenant at the end of the term
remaining in the premises after Xxxxxx's removal shall be deemed abandoned and
may, at the election of Landlord, either be retained as Landlord's property or
may be removed from the premises by Landlord at Tenant's expense. Tenant shall,
before making any alterations, additions, installations or improvements, at its
expense, obtain all permits, approvals and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates of
final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Landlord and Xxxxxx agrees to carry and
will cause Tenant's contractors and sub-contractors to carry such xxxxxxx'x
compensation, general liability, personal and property damage insurance as
Landlord may reasonably require. If any mechanic's lien is filed against the
demised premises, or the building of which the same forms a part, for work
claimed to have been done for, or materials furnished to, Tenant, whether or not
done pursuant to this article, the same shall be discharged by Tenant within 30
days thereafter, at Xxxxxx's expense, by filing the bond required by law.
REPAIRS:
4. Landlord shall maintain and repair the public portions of the
building, both exterior and interior. Tenant shall, throughout the term of this
lease, take good care of the demised premises and the fixtures and appurtenances
therein and at Tenant's sole cost and expense, make all non-structural repairs
thereto as and when needed to preserve them in good working order and condition,
reasonable wear and tear, obsolescence and damage from the elements, fire or
other casualty, excepted. Notwithstanding the foregoing, all damage or injury
to the demised premises or to any other part of the building, or to its
fixtures, equipment and appurtenances, whether requiring structural or
nonstructural repairs, caused by or resulting from carelessness, omission,
neglect or improper conduct of Tenant, Xxxxxx's servants, employees, invitees or
licensees, shall be repaired promptly by Tenant at its sole cost and expense, to
the satisfaction of Landlord reasonably exercised. Tenant shall also repair all
damage to the building and the demised premises caused by the moving of Tenant's
fixtures, furniture or equipment. All the aforesaid repairs shall be of quality
or class equal to the original work or construction. If Tenant fails after ten
days notice to proceed with due diligence to make repairs required to be made by
Tenant, the same may be made by the Landlord at the expense of Tenant and the
expenses thereof incurred by Landlord shall bc collectible as additional rent
after rendition of a bill or statement therefor. If the demised premises be or
become infested with vermin, Tenant shall at Tenant's expense, cause the same lo
bc exterminated from time to time to the satisfaction of Landlord. Tenant shall
give Landlord prompt notice of any defective condition in any plumbing, heating
system or electrical lines located in, servicing or passing through the demised
premises and following such notice, Landlord shall remedy the condition with due
diligence but at the expense of Tenant if repairs are necessitated by damage or
injury attributable to Tenant, Xxxxxx's servants. agents, employees, invitees or
licensees as aforesaid. Except as specifically provided in Article 9 or
elsewhere in this lease, there shall be no allowance to the Tenant for a
diminution of rental value and no liability on the part of Landlord by reason of
inconvenience, annoyance or injury to business arising from Landlord, Tenant or
others making or failing to make any repairs, alterations, additions or
improvements in or to any portion of the building or the demised premises or in
and to the fixtures, appurtenances or equipment thereof. The provisions of this
Article 4 with respect to the making of repairs shall not apply in the case of
fire or other casualty which are dealt with in Article 9 hereof.
WINDOW CLEANING:
5. Tenant will not clean nor require, permit, suffer or allow any window
in the demised premises to be cleaned from the outside in violation of Section
202 of the New York State Labor Law or any other applicable law or of the Rules
of the Board of Standards and Appeals, or of any other Board or body having or
asserting jurisdiction.
REQUIREMENTS OF LAW, FIRE INSURANCE, FLOOR LOADS:
6. Prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter, Tenant, at Tenant's sole cost and
expense, shall promptly comply with all present and future laws, orders and
regulations of all state, federal, municipal and local governments, departments,
commissions and boards and any direction of any public officer pursuant to law,
and
all orders, rule and regulations of the New York Board of Fire Underwriters or
any similar body which shall impose any violation, order or duty upon Landlord
or Tenant with respect to the demised premises arising out of Tenant's use or
manner of use thereof, or with respect to the building if arising out of
Tenant's use or manner of use of the premises or the building. Except as
provided in Article 29 hereof, nothing herein shall require Tenant to make
structural repairs or alterations unless Tenant has by its manner of use of the
demised premises other than the use permitted under Article #2 hereof or method
of operation therein, violated any such laws, ordinances, orders, rules,
regulations or requirements with respect thereto. Tenant may, after securing
Landlord to Landlord's satisfaction against all damages, interest, penalties and
expenses, including, but not limited to, reasonable attorneys' fees, by cash
deposit or by surety bond in an amount and in a company satisfactory to
Landlord, contest and appeal any such laws, ordinances, orders, rules,
regulations or requirements provided same is done with all reasonable promptness
and provided such appeal shall not subject Landlord to prosecution for a
criminal offense or constitute a default under any lease or mortgage under which
Landlord may be obligated, or cause the demised premises or any part thereof to
be condemned or vacated. Tenant shall not do or permit any act or thing to be
done in or to the demised premises which is contrary to law, or which will
invalidate or be in conflict with public liability, fire or other policies of
insurance at any time carried by or for the benefit of Landlord with respect to
the demised premises or the building of which the demised premises form a part,
or which shall or might subject Landlord to any liability or responsibility to
any person or for property damage, nor shall Tenant keep anything in the demised
premises except as now or hereafter permitted by the Fire Department, Board of
Fire Underwriters, Fire Insurance Rating Organization or other authority having
jurisdiction, and then only in such manner and such quantity so as not to
increase the rate for fire insurance applicable to the building, nor use the
premises in a manner which will increase the insurance rate for the building or
any property located therein over that in effect prior to the commencement of
Tenant's occupancy. Tenant shall pay all costs, expenses, fines, penalties or
damages, which may be imposed upon Landlord by reason of Tenants' failure to
comply with the provisions of this article and if by reason of such failure the
fire insurance rate shall, at the beginning of this lease or at any time
thereafter, be higher than it otherwise would be, then Tenant shall reimburse
Landlord, as additional rent hereunder, for that portion of all fire insurance
premiums thereafter paid by Landlord which shall have been charged because of
such failure by Tenant, and shall make such reimbursement upon the first day of
the month following such outlay by Landlord. In any action or proceeding
wherein Landlord and Tenant are parties a schedule or "make-up" of rate for the
building or demised premises issued by the New York Fire Insurance Exchange, or
other body making fire insurance rates applicable to said premises shall be
conclusive evidence of the facts therein stated and of the several items and
charges in the fire insurance rate then applicable to said premises. Tenant
shall not place a load upon any floor of the demised premises exceeding the
floor load per square foot area which it was designated to carry and which is
allowed by law. Landlord reserves the right to prescribe the weight and
position of all safes, business machines and mechanical equipment. Such
installations shall be placed and maintained by Tenant, at Tenant's expense, in
setting sufficient, in Landlord's reasonable judgment, to absorb and prevent
vibration, noise and annoyance.
SUBORDINATION:
7. This lease is subject and subordinate to all ground or underlying
leases and to all mortgages which may now or hereinafter affect such leases or
the real property of which demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying lessee or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such
subordination, Xxxxxx shall execute promptly and certificate that Landlord may
request.
PROPERTY -- LOSS, DAMAGE, REIMBURSEMENT, INDEMNITY:
8. Landlord or its agents shall not be liable for any damage to property
of Tenant or of others entrusted to employees of the building, nor for loss of
or damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause of whatsoever nature,
unless caused by or due to the
negligence of Landlord, its agents, servants or employees; nor shall Landlord or
its agents be liable for any such damage caused by other tenants or persons in,
upon or about said building or caused by operations in construction of any
private, or public or quasi public work. If at any time any windows of the
demised premises are temporarily closed, darkened or bricked up (or permanently
closed, darkened or bricked up, if required by law) for any reason whatsoever
including, but not limited to Landlord's own acts, Landlord shall not be liable
for any damage Tenant may sustain thereby and Tenant shall not be entitled to
any compensation therefor nor abatement or diminution of rent nor shall the same
release Tenant from its obligations hereunder nor constituted an eviction.
Tenant shall not move any safe, heavy machinery, heavy equipment, bulky matter,
or fixtures into or out of the building without Landlord's prior written
consent. If such safe, machinery, equipment bulky matter or fixtures requires
special handling, all work in connection therewith shall comply with the
Administrative Code of the City of New York and all other laws and regulations
applicable thereto and shall be done during such hours as Landlord may
designate. Tenant shall indemnify and save harmless Landlord against and from
all liabilities, obligations, damages, penalties, claims, costs and expenses for
which Landlord shall not be reimbursed by insurance, including reasonable
attorneys fees, paid, suffered or incurred as a result of any breach by Xxxxxx,
Xxxxxx's agents, contractors, employees, invitees, or licensees, of any covenant
or condition of this lease, or the carelessness, negligence or improper conduct
of the Tenant, Tenant's agents, contractors, employees, invitees or licensees.
Tenant's liability under this lease extends to the acts and omissions of any
subtenant, and any agent, contractor, employee, invitee or licensee of any sub-
tenant. In case any action or proceeding is brought against Landlord by reason
of, any such claim, Tenant, upon written notice from Landlord, will, at Tenant's
expense, resist or defend such action or proceeding by counsel approved by
Xxxxxxxx in writing, such approval not to be unreasonably withheld. Landlord
hereby approves any counsel provided by Xxxxxx's insurance company.
Rider to be added if necessary.
DESTRUCTION, FIRE AND OTHER CASUALTY:
9. (a) If the demised premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give immediate notice thereof to Landlord
and this lease shall continue in full force and effect except as hereinafter set
forth.
(b) If the demised premises are partially damaged or rendered
partially unusable by fire or other casualty, the damages thereto shall be
repaired by and at the expense of Landlord and the rent, until such repair shall
be substantially completed, shall be apportioned from the date following the
casualty according to the part of the premises which usable.
(c) If the demised premises are totally damaged or rendered wholly
unusable by fire or other casualty, then the rent shall be proportionately paid
up to the time of the casualty and thenceforth shall cease until the date when
the premises shall have been repaired and restored by Landlord, subject to
Landlord's right to elect not to restore the same as hereinafter provided.
(d) If the demised premises are rendered wholly unusable or (whether
or not the demised premises are damaged in whole or in part) if the building
shall be so damaged that Landlord shall decide to demolish it or to rebuild it,
then, in any of such events, Landlord may elect to terminate this lease by
written notice to Tenant given within 90 days after such fire or casualty
specifying a date for the expiration of the lease, which date shall not be more
than 60 days after the giving of such notice, and upon the date specified in
such notice the term of the lease shall expire as fully and completely as if
such date were the date set forth above for the termination of this lease and
Tenant shall forth with quit, surrender and vacate the premises without
prejudice however to Landlord's rights and remedies against Tenant under the
lease provisions in effect prior to such termination, and any rent owing shall
be paid up to such date and any payments or rent made by Tenant which were on
account of any period subsequent to such date shall be returned to Tenant.
Unless Landlord shall serve a termination notice as provided for herein,
Landlord shall make the repairs and restorations under the conditions of (b) and
(c) hereof, with all reasonable expedition subject to delays due to adjustment
of insurance claims, labor troubles and cause beyond Landlord's control (SEE
ADDENDUM). After any such casualty, Tenant shall cooperate with Landlord's
restoration by removing from the premises as promptly reasonably possible, all
of Tenant's salvageable inventory and movable equipment, furniture, and other
property. Ten-
ant's liability for rent shall resume five (5) days after written notice from
Landlord that the premises are substantially ready for Tenant's occupancy.
(e) Nothing contained hereinabove shall relieve Tenant from liability
that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, each party shall look first to any insurance in
its favor before making any claim against the other party for recovery for loss
or damage resulting from fire or other casualty, and to the extent that such
insurance is in force and collectible and to the extent permitted by law,
Landlord and Tenant each hereby releases and waives a right of recovery against
the other or any one claiming through or under each of them by way of
subrogation or otherwise. The foregoing release and waiver shall be in force
only if both releasors' insurance policies contain clause providing that such a
release or waiver shall not invalidate the insurance and also, provided that
such a policy can be obtained without additional premiums. Tenant acknowledges
that Landlord will not carry insurance on Tenant's furniture and/or furnishings
or any fixtures or equipment, improvements, or appurtenances removable by Tenant
and agrees that Landlord will not be obligated to repair any damage thereto or
replace the same.
(f) Tenant hereby waives the provisions of Section 227 of the Real
Property Law and agrees that the provisions of this article shall govern and
control in lieu thereof.
EMINENT DOMAIN:
10. If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose, then
and in that event, the term of this lease shall cease and terminate from the
date of title vesting in such proceeding and Tenant shall have no claim for the
value of any unexpired term of said lease.
ASSIGNMENT, MORTGAGE, ETC.:
11. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, expressly
covenants that it shall not assign, mortgage or encumber this agreement, nor
underlet, or suffer or permit the demised premises or any part thereof to be
used by others, without the prior written consent of Landlord in each instance.
If this lease be assigned or if the demised premises or any part thereof be
underlet or occupied by anybody other than Tenant, Landlord may, after default
by Tenant, collect rent from the assignee, under-tenant or occupant, and apply
the net amount collected to the rent herein reserved, but no such assignment,
underletting, occupancy or collection shall be deemed a waiver of this covenant,
or the acceptance of the assignee, under-tenant or occupant as tenant, or a
release of Tenant from the further performance by Tenant of covenants on the
part of Tenant herein contained. The consent by Landlord to an assignment or
underletting shall not in any wise be construed to relive Tenant from obtaining
the express consent in writing of Landlord to any further assignment or
underletting. This Article is modified by Article #53.
ELECTRIC CURRENT:
12. Rates and conditions in respect to submetering or rent inclusion, as
the case may be, to be added in RIDER attached hereto. Tenant covenants and
agrees that at all times its use of electric current shall not exceed the
capacity of existing feeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in
Landlord's opinion, reasonably exercised, will overload such installations or
interfere with the use thereof by other tenants of the building. The change at
any time of the character of electric service shall in no wise make Landlord
liable or responsible to Tenant, for any loss, damages or expenses which Tenant
may sustain.
ACCESS TO PREMISES:
13. Landlord or Landlord's agents shall have the right (but shall not be
obligated) to enter the demised premises in any emergency at any time, and, at
other reasonably times, to examine the same and to make such repairs,
replacements and improvements as Landlord may deem necessary and reasonably
desirable to the demised premises or to any other portion of the building or
which Landlord may elect to perform following Tenant's failure to make repair or
perform any work which Tenant is obligated to perform under the lease, or for
the purpose of complying with laws, regulations and other directions of
governmental authorities. Tenant shall permit Landlord to use and maintain and
replace pipes and conduits in and through the demised premises and to erect new
pipes and conduits therein. Landlord may, during the progress of any work in
the demised
premises, take all necessary materials and equipment into said premises without
the same constituting an eviction nor shall the Tenant be entitled to any
abatement of rent which such work is in progress not to any damages by reason of
loss or interruption of business or otherwise. Throughout the term hereof
Landlord shall have the right upon notice to Tenant (which may be oral) to enter
the demised premises at reasonable hours for the purpose of showing the same to
prospective purchases or mortgagees of the building, and during the last six
months of the term for the purpose of showing the same to prospective tenants.
If Tenant is not present to open and permit an entry into the premises, Landlord
or Landlord's agents may enter the same whenever such entry may be necessary or
permissible by master key or forcibly and provided reasonable care is exercised
to safeguard Tenant's property and such entry shall not render Landlord or its
agents liable therefor, nor in any event shall the obligations of Tenants
hereunder be affected. Landlord shall have the right at any time, without the
same constituting an eviction and without incurring liability to Tenant therefor
to change the arrangement and/or location of public entrances, passageways,
doors, doorways corridors, elevators, stairs, toilets, or other public parts of
the building and to change the name, number or designation by which the building
may be known.
VAULT, VAULT SPACE, AREA:
14. No Vaults, vault space or area, whether or not enclosed or covered,
not within the property line of the building is leased hereunder, anything
contained in or indicated on any sketch, blue print or plan, or anything
contained elsewhere in this lease to the contrary notwithstanding. Landlord
makes no representation as to the location of the property line of the building.
All vaults and vault space and all such areas not within the property line of
the building, which Tenant may be permitted to use and/or occupy, is to be used
and/or occupied under a revocable license, and if any such license be revoked,
or if the amount of such space or area be diminished or required by any federal,
state or municipal authority or public utility, Landlord shall not be subject to
any liability nor shall Tenant be entitled to any compensation or diminution or
abatement of rent, nor shall such revocation, diminution or requisition be
deemed constructive or actual eviction. Any tax, fee or charge of municipal
authorities for such vault or area shall be paid by Tenant.
OCCUPANCY:
15. Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy issued for the building of which the
demised premises are a part. Xxxxxx has inspected the premises and accepts them
as is, subject to the riders annexed hereto with respect to Xxxxxxxx's work, if
any. In any event, Xxxxxxxx makes no representation as to the condition of the
premises and Xxxxxx agrees to accept the same subject to violations whether or
not of record.
BANKRUPTCY:
16. (a) If at the date fixed as the commencement of the term of this
lease or if at any time during the term hereby demised there shall be filed by
or against Tenant in any court pursuant to any statute either of the United
States or of any state, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenants property, and within 60 days thereof. Tenant fails to secure
a dismissal thereof, or if Tenant make an assignment for the benefit of
creditors or petition for or enter into an arrangement, this lease, at the
option of Landlord, exercised within a reasonable time after notice of the
happening of any one or more of such events, may be cancelled and terminated by
written notice to the Tenant (but if any of such events occur prior to the
commencement date, this lease shall be ipso facto cancelled and terminated) and
whether such cancellation and termination occur prior to or during the term,
neither Tenant nor any person claiming through or under Tenant by virtue of any
statute or of any order of any court, shall be entitled to possession or to
remain in possession of the premises demised but shall forthwith quit and
surrender the premises, and Landlord, in addition to the other rights and
remedies Landlord has by virtue of any other provision herein or elsewhere in
this lease contained or by virtue of any statute or rule of law, may retain as
liquidated damages, any rent, security deposit or moneys received by him from
Tenant or others in behalf of Xxxxxx. If this lease shall be assigned in
accordance with its terms, the provisions of this Article 16 shall be applicable
only to the party then owning Tenant's interest in this lease.
(b) It is stipulated and agreed that in the event of the termination
of this lease pursuant to (a) hereof, Landlord shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages an amount equal to the
difference between the rent reserved hereunder for the unexpired portion of the
term demised and the fair and reasonable rental value of the demised premises
for the same period. In the computation of such damages the difference between
any installment of rent becoming due hereunder after the date of termination and
the fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof be re-let by the Landlord for the unexpired term of said lease, or
any part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such re-letting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Landlord to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amount of the
difference referred to above.
DEFAULT:
17. (1) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent, or if
the demised premises become abandoned; or if the demised premises are damaged by
reason of negligence or carelessness of Tenant, its agents, employees or
invitees; or if any execution or attachment shall be issued against Tenant or
any of Tenant's property whereupon the demised premises shall be taken or
occupied by someone other than Tenant; or if Tenant shall make default with
respect to any other lease between Landlord and Tenant; then, in any one or more
of such events, upon Landlord serving a written ten (10) day notice upon Tenant
specifying the nature of said default and upon the expiration of said ten (10)
days, if Tenant shall have failed to comply with or remedy such default, or if
the said default or omission complained of shall be of a nature that the same
cannot be completely cured or remedied within said ten (10) day period, and if
Tenant shall not have diligently commenced curing such default within such ten
(10) day period, and shall not thereafter with reasonable diligence and in good
faith proceed to remedy or cure such default, then Landlord may serve a written
five (5) days' notice of cancellation of this lease upon Tenant, and upon the
expiration of said five (5) days, this lease and the term thereunder shall end
and expire as fully and completely as if the expiration of such five (5) day
period were the day herein definitely fixed for the end and expiration of this
lease and the term thereof and Tenant shall then quit and surrender the demised
premises to Landlord but Tenant shall remain liable as hereinafter provided.
(2) If the notice provided for in (1) hereof shall have been given,
and the term shall expire as aforesaid, or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required
for a period of 20 days after the due date, then and in any such events Landlord
may without notice, re-enter the demised premises either by force or otherwise,
and the legal representative of Tenant or other occupant of demised premises and
remove their effects and hold the premises as if this lease had not been made,
and Tenant hereby waives the service of notice of intention to re-enter or to
institute legal proceedings to that end. If Tenant shall make default hereunder
prior to the date fixed as the commencement of any renewal or extension of this
lease, Landlord may cancel and terminate such renewal or extension agreement by
written notice.
REMEDIES OF LANDLORD AND WAIVER OF REDEMPTION:
18. In case of any such default, re-entry, expiration and/or dispossess by
summary proceedings or otherwise, (a) the rent shall become due thereupon and be
paid up to the time of such re-entry, dispossess and/or expiration, together
with such reasonable expenses as Landlord may incur for legal expenses,
attorneys' fees, brokerage, and/or putting the demised premises in good order,
or for preparing the same for re-rental; (b) Landlord may re-let the premises or
any part or parts thereof, either in the name of Landlord or otherwise, for a
term or terms, which may at Landlord's option be less than or exceed the period
which would otherwise have constituted the balance of the term of this lease and
may grant concessions or free rent or charge a higher rental than that in this
lease, and/or (c) Tenant or the
legal representatives of Tenant shall also pay Landlord as liquidated damages
for the failure of Tenant to observe and perform said Tenant's covenants herein
contained, any deficiency between the rent hereby reserved and/or covenanted to
be paid and the net amount, if any, of the rents collected on account of the
lease or leases of the demised premises for each month of the period which would
otherwise have constituted the balance of the term of this lease. The failure of
Landlord to re-let the premises or any part or parts thereof shall not release
or affect Tenant's liability for damages. In computing such liquidated damages
there shall be added to the said deficiency such reasonable expenses as Landlord
may incur in connection with re-letting, such as legal expenses, attorneys'
fees, brokerage, advertising and for keeping the demised premises in good order
or for preparing the same for re-letting. Any such liquidated damages shall be
paid in monthly installments by Tenant on the rent day specified in this lease
and any suit brought to collect the amount of the deficiency for any month shall
not prejudice in any way the rights of Landlord to collect the deficiency for
any subsequent month by a similar proceeding. Landlord, in putting the demised
premises in good order or preparing the same for re-rental may, at Landlord's
option, make such alterations, repairs, replacements, and/or decorations in the
demised premises as Landlord, in Landlord's sole judgment, considers advisable
and necessary for the purpose of re-letting the demised premises, and the making
of such alterations, repairs, replacements, and/or decorations shall not operate
or be construed to release Tenant from liability hereunder as aforesaid.
Landlord shall in no event be liable in any way whatsoever for failure to re-let
the demised premises, or in the event that the demised premises are re-let, for
failure to collect the rent thereof under such re-letting, and in no event shall
Tenant be entitled to receive any excess, if any, of such net rents collected
over the sums payable by Tenant to Landlord hereunder. In the event of a breach
or threatened breach by Tenant of any of the covenants or provisions hereof,
Landlord shall have the right of injunction and the right to invoke any remedy
allowed at law or in equity as of re-entry, summary proceedings and other
remedies were not herein provided for. Mention in this lease of any particular
remedy, shall not preclude Landlord from any other remedy, in law or in equity.
Tenant hereby expressly waives any and all rights of redemption granted by or
under any present or future laws in the event of Tenant being evicted or
dispossessed for any cause, or in the event of Landlord obtaining possession of
demised premises, by reason of the violation by Tenant of any of the covenants
and conditions of this lease, or otherwise.
FEES AND EXPENSES:
19. If tenant shall default in the observance or performance of any term
or covenant on tenant's part to be observed or performed under or by virtue of
any of the terms or provisions in any article of this lease, then, unless
otherwise provided elsewhere in this lease, landlord may immediately or at any
time thereafter and without notice perform the obligation of tenant thereunder,
and if landlord, in connection therewith or in connection with any default by
tenant in the covenant to pay rent hereunder, makes any expenditures or incurs
any obligations for the payment of money, including but not limited to
attorney's fees, in instituting, prosecuting or defending any action or
proceeding, such sums so paid or obligations incurred with interest and costs
shall be deemed to be additional rent hereunder and shall be paid by tenant to
landlord within five (5) days of rendition of any bill or statement to tenant
therefor, and if tenant's lease term shall have expired at the time of making of
such reasonable expenditures or incurring of such obligations, such sums shall
be recoverable by landlord as damages.
NO REPRESENTATION BY LANDLORD:
20. Neither Landlord nor Landlord's agents have made any representations
or promises with respect to the physical condition of the building, the land
upon which it is erected or the demised premises, the rents, leases, expenses of
operation or any other matter or thing affecting or related to the premises
except as herein expressly set forth and no rights, easements or licenses are
acquired by Tenant by implication or otherwise except as expressly set forth in
the provisions of this lease. Xxxxxx has inspected the building and the demised
premises and is thoroughly acquainted with their condition, and agrees to take
the same "as is" except as otherwise expressly provided in this lease and
acknowledges that the taking of possession of the demised premises by Tenant
shall be conclusive evidence that the said premises and the building of which
the same form a part were in good and satisfactory condition at the time such
possession was so taken, except as to latent defects. All understandings and
agreements heretofore made between the parties hereto are
merged in this contract, which alone fully and completely expresses the
agreement between Landlord and Tenant and any executory agreement hereafter made
shall be ineffective to change, modify, discharge or effect an abandonment of it
in whole or in part, unless such executory agreement is in writing and signed by
the party against whom enforcement of the change, modification, discharge or
abandonment is sought.
END OF TERM:
21. Upon the expiration or other termination of the term of this lease,
Tenant shall quit and surrender to Landlord the demised premises, broom clean,
in good order and condition, ordinary wear excepted, and Tenant shall remove all
its property. Tenant's obligation to observe or perform this covenant shall
survive the expiration or other termination of this lease. If the last day of
the term of this lease or any renewal thereof, falls on Sunday, this lease shall
expire at noon on the preceding Saturday unless it be a legal holiday in which
case it shall expire at noon on the preceding business day.
QUIET ENJOYMENT:
22. Landlord covenants and agrees with Tenant that upon Tenant paying the
rent and additional rent and observing and performing all the terms, covenants
and conditions, on Tenant's part to be observed and performed, Tenant may
peaceably and quietly enjoy the premises hereby demised, subject, nevertheless,
to the terms and conditions of this lease including, but not limited to, Article
33 hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.
FAILURE TO GIVE POSSESSION:
23. If Landlord is unable to give possession of the demised premises on
the date of the commencement of the term hereof, because of the holding-over or
retention of possession of any tenant, undertenant or occupants, or if the
premises are located in a building, being constructed, because such building has
not been sufficiently completed to make the premises ready for occupancy or
because of the fact that a certificate of occupancy has not been procured or for
any other reason, Landlord shall not be subject to any liability for failure to
give possession on said date and the validity of the lease shall not be impaired
under such circumstances, nor shall the same be construed in any wise to extend
the term of this lease, but the rent payable hereunder shall be abated (provided
Xxxxxx is not responsible for the inability to obtain possession) until after
Landlord shall have given Tenant written notice that the premises are
substantially ready for Tenant's occupancy. If permission is given to Tenant to
enter into the possession of the demised premises or to occupy premises other
than the demised premises prior to the date specified as the commencement of the
term of this lease, Tenant covenants and agrees that such occupancy shall be
deemed to be under all the terms, covenants, conditions and provisions of this
lease, except as to the covenant to pay rent. The provisions of this article
are intended to constitute "an express provision to the contrary" within the
meaning of Section 223-a of the New York Real Property Law.
NO WAIVER:
24. The failure of Landlord to seek redress for violation of, or to insist
upon the strict performance of any covenant or condition of this lease or of any
of the Rules or Regulations set forth or hereafter adopted by Landlord, shall
not prevent a subsequent act which would have originally constituted a violation
from having all the force and effect of an original violation. The receipt by
Landlord of rent with knowledge of the breach of any covenant of this lease
shall not be deemed a waiver of such breach and no provision of this lease shall
be deemed to have been waived by Landlord unless such waiver be in writing
signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly rent herein stipulated shall be deemed to be other than
on account of the earliest stipulated rent, nor shall any endorsement or
statement of any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
rent or pursue any other remedy in this lease provided. No act or thing done by
Landlord or Landlord's agents during the term hereby demised shall be deemed an
acceptance of a surrender of said premises and no agreement to accept such
surrender shall be valid unless in writing signed by Landlord. No employee or
Landlord or Xxxxxxxx's agent shall have any power to accept the keys of said
premises prior to the termination of the lease and the delivery of keys to any
such agent or employee shall not operate as a termination of the lease or a
surrender of the premises.
WAIVER OF TRIAL BY JURY:
25. It is mutually agreed by and between Landlord and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other (except for personal injury or property damage) on any matters
whatsoever arising out of or in any way connected with this lease, the
relationship of Landlord and Tenant, Xxxxxx's use of or occupancy of said
premises, and any emergency statutory or any other statutory remedy. It is
further mutually agreed that in the event Landlord commences any summary
proceeding for possession of the premises, Tenant will not interpose any
counterclaim of whatever mature or description in any such proceeding (other
than compulsory counterclaims).
INABILITY TO PERFORM:
26. This lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no wise be affected, impaired or excused because Landlord
is unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment or
fixtures if Landlord is prevented or delayed from so doing by reason of strike
or labor troubles or any cause whatsoever including but not limited to,
government preemption in connection with a National Emergency or by reason of
any rule, order or regulation of any department or subdivision thereof of any
government agency or by reason of the conditions of supply and demand which have
been or are affected by war or other emergency.
BILLS AND NOTICES:
27. Except as otherwise in this lease provided, a bill, statement, notice
or communications which Landlord may desire or be required to give to Tenant,
shall be deemed sufficiently given or rendered if, in writing, delivered to
Tenant personally or sent by registered or certified mail addressed to Tenant at
the building of which the demises premises form a part at the last known
residence address or business address of Tenant and the time of the rendition of
such bill or statement and of the giving of such notice or communication shall
be deemed to be the time when the same is delivered to Tenant, mailed, or left
at the premises as herein provided. Any notice by Tenant to Landlord must be
served by registered or certified mail addressed to Landlord at the address
first hereinabove given or at such other address as Landlord shall designate by
written notice.
WATER CHARGES:
28. If Tenant requires, uses or consumes water for any purpose in addition
to ordinary lavatory purposes (of which fact Tenant constitutes Landlord to be
the sole judge) Landlord may install a water meter and thereby measure Tenant's
water consumption for all purposes. Tenant shall pay Landlord for the cost of
the meter and the cost of the installation thereof and throughout the duration
of Xxxxxx's occupancy Tenant shall keep said meter and installation equipment in
good working order and repair at Tenant's own cost and expense in default in
which Landlord may cause such meter and equipment to be replaced or repaired and
collect the cost thereof from Tenant. Xxxxxx agrees to pay for water consumed,
as shown on said meter as and when bills are rendered, and on default in making
such payment Landlord may pay such charges and collect the same from Tenant.
Tenant covenants and agrees to pay the sewer rent, charge or any other tax,
rent, levy or charge which now or hereafter is assessed, imposed or a lien upon
the demised premises or the realty of which they are part pursuant to law, order
or regulation made or issued in connection with the use, consumption,
maintenance or supply of water, water system or sewage or sewage connection or
system. The bill rendered by Landlord shall be payable by Tenant as additional
rent. If the building or the demised premises or any part thereof be supplied
with water through a meter through which water is also supplied to other
premises Tenant shall pay to Landlord as additional rent, on the first day of
each month, % ($45.00) of the total meter charges, as Xxxxxx's portion.
Independently of and in addition to any of the remedies reserved to Landlord
hereinabove or elsewhere in this lease, Landlord may sue for and collect any
monies to be paid by Tenant or paid by Landlord for any of the reasons or
purposes hereinabove set forth.
SPRINKLERS:
29. Anything elsewhere in this lease to the contrary notwithstanding, if
the New York
Board of Fire Underwriters or the New York Fire Insurance Exchange or any
bureau, department or official of the federal, state or city government require
or recommend the installation of a sprinkler system or that any changes,
modifications, alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's business,
or the location of partitions, trade fixtures, or other contents of the demised
premises, or for any other reason, or if any such sprinkler system
installations, changes, modifications, alterations, additional sprinkler heads
or other such equipment, become necessary to prevent the imposition of a penalty
or charge against the full allowance for a sprinkler system in the fire
insurance rate set by any said Exchange or by any fire insurance company.
Tenant shall, at Tenant's expense, promptly make such sprinkler system
installations, changes, modifications, alterations, and supply additional
sprinkler heads or other equipment as required whether the work involved shall
be structural or nonstructural in nature. Tenant shall pay to Landlord as
additional rent the sum of $45.00 on the first day of each month during the term
of this lease, as Tenant's portion of the contract price for sprinkler
supervisory service.
ELEVATORS, HEAT, CLEANING:
30. As long as Tenant is not in default in the payment of rent or
additional rent under this lease Landlord shall: (a) provide necessary elevator
facilities on business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m.
to 1 p.m.; (b) furnish heat to the demised premises, when and as required by
law, on business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1
p.m.; (c) at Landlord's expense cause to be kept clean the public halls and
public portions of the building, which are used in common by all tenants.
Tenant shall at Tenant's expense, keep the demised premises clean and in order,
to the satisfaction of Landlord, and for that purpose shall employ the person or
persons, or corporation approved by Landlord. Tenant shall pay to landlord the
cost of removal of any of Tenant's refuse and rubbish from the building. Bills
for the same shall be rendered by Landlord to Tenant at such time as Landlord
may elect and shall be due and payable when rendered, and the amount of such
bills shall be deemed to be, and be paid as, additional rent. Tenant shall,
however, have the option of independently contracting for the removal of such
rubbish and refuse in the event that Xxxxxx does not wish to have same done by
employees of Landlord. Under such circumstances, however, the removal of such
refuse and rubbish by others shall be subject to such rules and regulations as,
in the judgment of landlord, are necessary for the proper operation of the
building. Landlord reserves the right to stop service of the heating, elevator,
plumbing and electric systems, when necessary, by reason of accident, or
emergency, or for repairs, alterations, replacements or improvements, in the
judgment of Landlord desirable or necessary to be made, until said repairs,
alterations, replacements or improvements shall have been completed. And
Landlord shall have no responsibility or liability for failure to supply heat,
elevator, plumbing and electric service, during said period or when prevented
from so doing by strikes, accidents or by any cause beyond Landlord's control,
or by laws, orders or regulations of any Federal, State or Municipal Authority,
or failure of coal, oil or other suitable fuel supply, or inability by exercise
of reasonable diligence to obtain coal, oil or other suitable fuel. If the
building of which the demised premises are a part supplies manually operated
elevator service, Landlord may proceed with alterations necessary to substitute
automatic control elevator service upon ten (10) day written notice to Tenant
without in any way affecting the obligations of Tenant hereunder, provided that
the same shall be done with the minimum amount of inconvenience to Tenant, and
Landlord pursues with due diligence the completion of the alterations.
SECURITY:
31. Tenant has deposited with Landlord the sum of $35,180 - as security
for the faithful performance and observance by Tenant of the terms, provisions
and conditions of this lease; it is agreed in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent, Landlord may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent or any other sum as to
which Tenant is in default or for any sum which Landlord may expand or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the reletting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Landlord. In the event that Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions of
this lease, the security shall be returned to Tenant after the date fixed as the
end of the Lease and after delivery of entire possession of the demised premises
to Landlord. In the event of a sale of the land and building or leasing of the
building, of which the demised premises form a part. Landlord shall have the
right to transfer the security to the vendee or lessee and Landlord shall
thereupon be released by Tenant from all liability for the return of such
security; and Xxxxxx agrees to look to the new Landlord solely for the return of
said security; and it is agreed that the provisions hereof shall apply to every
transfer or assignment made of the security to a new Landlord. Tenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the monies deposited herein as security and that neither Landlord nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance. See Article #52.
CAPTIONS:
32. The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this lease nor
the intent of any provision thereof.
DEFINITIONS:
33. The term "Landlord" as used in this lease means only the owner, or the
mortgagee in possession, for the time being of the land and building (or the
owner of a lease of the building or of the land and building) of which the
demised premises form a part, so that in the event of any sale or sales of said
land and building or of said lease, or in the event of a lease of said building,
or of the land and building, the said Landlord shall be and hereby is entirely
freed and relieved of all covenants and obligations of Landlord hereunder, and
it shall be deemed and construed without further agreement between the parties
or their successors in interest, or between the parties and the purchaser, at
any such sale, or the said lessee of the building, or of the land and building,
that the purchaser or the lessee of the building, or of the land and building,
that the purchaser or the lessee of the building has assumed and agreed to carry
out any and all covenants and obligations of Landlord hereunder. The words "re-
enter" and "re-entry" as used in this lease are not restricted to their
technical legal meaning. The term "business days" as used in this lease shall
exclude Saturdays (except such portion thereof as is covered by specific hours
in Article 30 hereof), Sundays and all days observed by the State or Federal
Government as legal holidays and those designated as holidays by the applicable
building service union employees service contract or by the applicable Operating
Engineers contract with respect to HVAC service.
ADJACENT EXCAVATION--SHORING:
34. If an excavation shall be made upon land adjacent to the demised
premises, or shall be authorized to be made, Tenant shall afford to the person
causing or authorized to cause such excavation, license to enter upon the
demised premises for the purpose of doing such work as said person shall deem
necessary to preserve the wall or the building of which demised premises form a
part from injury or damage and to support the same by proper foundations without
any claim for damages or indemnity against Landlord, or diminution or abatement
of rent.
RULES AND REGULATIONS:
35. Tenant and Xxxxxx's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with, the Rules and
Regulations and such other and further reasonable Rules and Regulations as
Landlord or Landlord's agents may from time to time adopt. Notice of any
additional rules or regulations shall be given in such manner as Landlord may
elect. In case Tenant disputes the reasonableness of any additional Rule or
Regulation hereafter made or adopted by Landlord or Landlord's agents, the
parties hereto agree to submit the question of the reasonableness of such Rule
or Regulation for decision to the New York office of the American Arbitration
Association, whose determination shall be final and conclusive upon the parties
hereto. The right to dispute the reasonableness of any additional Rule or
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice, in writing upon Landlord within ten (10) days
after the giving of notice thereof. Nothing in this lease contained shall be
construed to impose upon Landlord any duty or obligation to enforce the Rules
and Regulations or terms, covenants or conditions in any other lease, as against
any other tenant and Landlord shall not be liable to Tenant for violation of the
same by any other tenant, its servants, employees, agents, visitors or
licensees.
GLASS:
36. Landlord shall replace, at the expense of Tenant, any and all plate
and other glass damaged or broken from any cause whatsoever in and about the
demised premises. Landlord may insure, and keep insured, at Tenant's expense,
all plate and other glass in the demised premises for and in the name of
Landlord. Bills for the premiums therefor shall be rendered by Landlord to
tenant at such times as Landlord may elect, and shall be due from, and payable
by, Tenant when rendered, and the amount thereof shall be deemed to be, and be
paid as, additional rent.
SUCCESSORS AND ASSIGNS:
37. The covenants, conditions and agreements contained in this lease shall
bind and inure to the benefit of Landlord and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns.
Riders containing Articles 38 through 63 inclusive, annexed hereto and forming
part of this lease.
IN WITNESS WHEREOF, Xxxxxxxx and Xxxxxx have respectively signed and sealed
this lease as of the day and year first above written.
Witness for Landlord: TWENTY THIRD STREET JOINT
VENTURE
By: XXXXX & CO. REAL ESTATE,
INC., Agent
-------------------------------
By:
---------------------------------
Executive Director of Leasing
Witness for Tenant: PARADISE MUSIC &
ENTERTAINMENT, INC.
By:
------------------------------- ---------------------------------
I.D.#: 00-0000000
ACKNOWLEDGEMENTS
CORPORATE LANDLORD
STATE OF NEW YORK, )
) SS.:
COUNTY OF )
On this day of , 19 , before me personally came
to me known, who being by me duly sworn, did depose and say that he resides in
that he is the of
the corporation described in and which executed the foregoing instrument, as
LANDLORD, that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he signed his name thereto by
like order.
----------------------------------------------------------------------
INDIVIDUAL LANDLORD
STATE OF NEW YORK, )
) SS.:
COUNTY OF )
On this day of , 19 , before me personally came
to me known and known to me to be the individual described in and who, as
LANDLORD, executed the foregoing instrument and acknowledged to me that he
executed the same.
----------------------------------------------------------------------
CORPORATE TENANT
STATE OF NEW YORK, )
) SS.:
COUNTY OF )
On this day of , 19 , before me personally came
to me known, who being by me duly sworn, did depose and say that he resides in
that he is the of
the corporation described in and which executed the foregoing instrument, as
LANDLORD, that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he signed his name thereto by
like order.
----------------------------------------------------------------------
INDIVIDUAL TENANT
STATE OF NEW YORK, )
) SS.:
COUNTY OF )
On this day of , 19 , before me personally came
to me known and known to me to be the individual described in and who, as
TENANT, executed the foregoing instrument and acknowledged to me that he
executed the same.
----------------------------------------------------------------------
IMPORTANT - PLEASE READ
RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE
1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose other than for ingress to and egress from
the demised premises and for delivery or merchandise and equipment in a prompt
and efficient manner using elevators and passageways designated for such
delivery by Landlord. There shall not be used in any space, or in the public
hall of the building, either by any Tenant or by jobbers or others in the
delivery or receipt of merchandise, any hand trucks, except those equipped with
rubber tires and sideguards. If said premises are situate on the ground floor
of the building Tenant thereof shall further, at Tenant's expense, keep the
sidewalks and curb in front of said premises clean and free from ice, snow, dirt
and rubbish.
2. The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed or constructed and no
sweepings, rubbish, rags, acids or other substances shall be deposited therein,
and the
expense of any breakage, stoppage, or damage resulting from the violation of
this rule shall be borne by the tenant who, or whose clerks, agents, employees
or visitors, shall have caused it.
3. No carpet, rug or other article shall be hung or shaken out of any window
of the building; and no Tenant shall sweep or throw or permit to be swept or
thrown from the demised premises any dirt or other substances into any of the
corridors or halls, elevators, or out of the doors or windows or stairways of
the building, and Tenant shall not use, keep or permit to be used or kept any
foul or noxious gas or substance in the demised premises, or permit or suffer
the demised premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the building by reason of noise,
odors and/or vibrations, or interfere in any way with other Tenants or those
having business therein, nor shall any animals or birds be kept in or about the
building. Smoking or carrying lighted cigar or cigarettes in the elevators of
the building is prohibited.
4. No awnings or other projections shall be attached to the outside walls of
the building without the prior written consent of Landlord.
5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
demised premises or the building or on the inside of the demised premises if the
same is visible from the outside of the premises without the prior written
consent of Landlord, except that the name of Tenant may appear on the entrance
door of the premises. In the event of the violation of the foregoing by any
Tenant, Landlord may remove same without any liability, and may charge the
expense incurred by such removal to Tenant or Tenants violating this rule.
Interior signs on doors and directory tablet shall be inscribed or affixed for
each Tenant by Landlord at the expense of such Tenant, and shall be of a size,
color and style acceptable to Landlord.
6. No Tenant shall mark, paint, drill into, or in any way deface any part of
the demised premises or the building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of Landlord, and as Landlord may direct. No Tenant shall lay linoleum,
or other similar floor covering, so that the same shall come in direct contact
with the floor of the demised premises, and, if linoleum or other similar floor
covering is desired to be used an interlining of builder's deadening felt shall
be first affixed to the floor by a paste or other material, soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.
7. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any Tenant, nor shall any changes be made in existing locks
or mechanism thereof. Each Tenant must, upon the termination of his Tenancy,
restore to Landlord all keys of stores, offices and toilet rooms, either
furnished to, or otherwise procured by such Tenant, and in the event of the loss
of any keys, so furnished such Tenant shall pay to Landlord the cost thereof.
8. Freight, furniture, business equipment, merchandise and bulky matter of any
description shall be delivered to and removed from the premises only on the
freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Landlord. Landlord reserves the right
to inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations or the
lease of which these Rules and Regulations are a part.
9. No Tenant shall obtain for use upon the demised premises ice, drinking
water, towel and other similar services, or accept barbering or bootblacking
services in the demised premises except from persons authorized by Landlord, and
at hours and under regulations fixed by Landlord. Canvassing, soliciting and
peddling in the building is prohibited and each Tenant shall co-operate to
prevent the same.
10. Landlord reserves the right to exclude from the building between the hours
of 6 p.m. and 8 a.m. and at all hours on Sundays, and legal holidays all persons
who do not present a pass to the building signed by Landlord. Xxxxxxxx will
furnish passes to persons for whom any Tenant requests same in writing. Each
Tenant shall be responsible for all persons for whom he requests such pass and
shall be liable to Landlord for all acts of such persons.
11. Landlord shall have the right to prohibit any advertising by any Tenant
which, in Landlord's opinion, tends to impair the reputation of the building or
its desirability as a building for offices, and upon written notice from
Landlord,
Tenant shall refrain from or discontinue such advertising.
12. Tenant shall not bring or permit to be brought or kept in or on the demised
premises, any inflammable, combustible or explosive fluid, material, chemical or
substance or cause or permit any odors of cooking or other processes, or any
unusual or other objectionable odors to permeate in or emanate from the demised
premises.
This WORK ORDER shall apply ONLY in connection with lease dated ______________
made between the undersigned:
Building 53-0 Xxxx 00xx Xxxxxx Space Entire 11th floor
thru to --------------------------------------
34 West 24th Street
-----------------------
Tenant Paradise Music & Business executive offices & production
---------------- ---------------------------------
Entertainment, Inc. studios for the music &
----------------------- ---------------------------------
entertainment industry
---------------------------------
Lease begins 4/1/97 Lease expires 3/31/2009
-------------------- ----------------------------
The following work ONLY is to be done by Landlord:
SEE ARTICLE #62.
All work will commence as scheduled and will be prosecuted diligently,
subject to anything beyond Landlord's control, including but not limited to
strikes, labor troubles, governmental intervention, wars or other emergencies.
Progress of work specified above shall not affect payment of rent. Where work
as above mentioned is held up pending Tenant's request, either verbal or
written, the Landlord shall not be obligated to perform such work within the
period of the last six months of the lease and no liability shall result because
of failure on the Landlord's part to perform such work.
TWENTY THIRD STREET JOINT VENTURE
BY: XXXXX & CO. REAL ESTATE, INC., AGENT
BY:
-----------------------------------------
Executive Director of Leasing
PARADISE MUSIC & ENTERTAINMENT, INC.,
TENANT
BY:
-----------------------------------------
Address 00 Xxxx 00xx Xxxxxx
Premises Entire 11th Floor
---------------------------------------------
---------------------------------------------
TWENTY THIRD STREET JOINT VENTURE
TO
PARADISE MUSIC & ENTERTAINMENT, INC.
---------------------------------------------
---------------------------------------------
STANDARD FORM OF
LOFT LEASE
THE REAL ESTATE BOARD OF NEW YORK
---------------------------------------------
---------------------------------------------
Dated October 21, 1996
Rent per Year See Article #51
Rent per Month See Article #51
Term 12 years
From 4/1/97
To 3/31/2009
Drawn by Checked by
--------------------- ----------
Entered by Approved by
------------------- ----------
Xxxxx & Co. Real Estate Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
RIDER AGREEMENT:
To be attached to and form a part of:
LEASE dated October 21, 1996, Premises: Entire 11th Floor -- 00-0 Xxxx 00xx
Xxxxxx through to 00 Xxxx 00xx Xxxxxx, Between Twenty-Third Street Joint
Venture, as Landlord, and Paradise Music & Entertainment, Inc., as Tenant.
ELECTRICITY
(a) Tenant may make its own arrangements with the public utility company
servicing the demised premises for the payment of all charges for electricity
consumed at the demised premises by Xxxxxx. In no event shall Landlord be
responsible for charges for electricity consumed at the demised premises by
Xxxxxx. Notwithstanding the foregoing, if electric current be supplied by
Landlord, which Landlord reserves the right to do at its sole option, Tenant
covenants and agrees to purchase the same from Landlord or Landlord's designated
agent at terms and rates set by Landlord in subparagraph (b) below. Where more
than one meter measures the service of Tenant in the building, the service
rendered through each meter may be computed and billed separately in accordance
with the rates herein. Bills therefor shall be rendered at such times as
Landlord may elect in the amount computed from a meter. In the event that such
bills are not paid within fifteen (15) days after the same are rendered,
Landlord may, without further notice, discontinue the service of electric
current to the demised premises without releasing Tenant from any liability
under this lease and without Landlord or Landlord's agent incurring any
liability for any damage or loss sustained by Tenant by such discontinuance of
service. Landlord shall not in any wise be liable or responsible for any loss
or damage or expense which Tenant may sustain or incur if either the quantity or
character of electric service is changed or is no longer available or suitable
for Tenant's electrical requirements. Any riser or risers to supply Tenant's
electrical requirements, upon written request of Tenant, will be installed by
Landlord, at the sole cost and expense of Tenant, if, in Landlord's sole
judgment, the same are necessary and will not cause permanent damage or injury
to the building or demised premises or cause or create a dangerous or hazardous
condition or entail excessive or unreasonable alterations, repairs or expense or
interfere with or disturb other tenants or occupants of the building. In
addition to the installation of such riser or risers, Landlord will also at the
sole cost and expense of Tenant, install all other equipment proper and
necessary in connection therewith subject to the aforesaid terms and conditions.
Tenant covenants and agrees that at all times its use of electric current shall
never exceed the capacity of existing feeders to the building or the risers or
wiring installations. Landlord may discontinue any of the aforesaid services
upon thirty (30) days notice to Tenant without being liable to Tenant therefor
or without in any way affecting this lease or the liability of Tenant hereunder
or causing a diminution of rent and the same shall not be deemed to be lessening
or diminution of services within the meaning of any law, rule or regulation now
or hereafter enacted, promulgated or issued. In the event Landlord gives such
notice of discontinuance Landlord shall permit Tenant to receive such service
direct from a public utility company. Tenant shall make no alteration or
addition to the electric equipment and/or appliances without prior written
consent of Landlord in each instance. Rigid conduit only will be allowed. If
any tax is imposed upon Xxxxxxxx's receipt from the sale or resale of electrical
energy or gas or telephone service to Tenant by any Federal, State or Municipal
Authority, Tenant covenants and agrees that, where permitted by law, Xxxxxx's
pro-rata share of such taxes shall be passed on to, and included in the bill and
paid by Tenant to Landlord.
(b) The Tenant shall purchase electricity from the Landlord or Landlord's
Agent at a charge which shall be computed by adding 10% to the total of (1) the
meter readings for energy use, the demand, and fuel adjustments charged to
Landlord under Consolidated Edison Service Classification 4, and (2) all taxes
imposed on each of such components plus sales tax. All charges incurred by the
Tenant under this Article shall be additional rent and collectible by the
Landlord as such.
RIDER AGREEMENT:
To be attached to and form a part of:
LEASE dated October 21, 1996, Premises: Entire 11th Floor -- 00-0 Xxxx 00xx
Xxxxxx through to 00 Xxxx 00xx Xxxxxx, Between Twenty-Third Street Joint
Venture, as Landlord, and Paradise Music & Entertainment, Inc., as Tenant.
38. It is specifically understood and agreed that this lease is offered to the
Tenant for signature by the Managing Agent of the building solely in its
capacity as such Agent and subject to the Landlord's acceptance and approval,
and that the Tenant has hereunto affixed its signature with the understanding
that the said lease shall not in any way bind the Landlord or its Agent until
such time as the Landlord has approved said lease and same is executed and
delivered to the Tenant.
39. The Tenant will indemnify and save harmless the Landlord from and against
any and all liability, penalties, losses, damages, expenses, suits and judgments
arising from injury during the term of this lease to person or property of any
nature, in the building of which the demised premises form a part from any
matter or thing growing out of the use or occupation of the demised premises and
the Tenant agrees throughout the term of this lease to keep the Landlord insured
against General Public Liability in limits of $1,000,000. per person,
$3,000,000. per incident and against Property Damage in the amount Of $500,000.
Such policies of insurance and certificates thereof shall be obtained by the
Tenant and delivered to the Landlord showing the payment of the premium thereon.
On the failure of the Tenant to obtain and pay for such insurance, the Landlord
may, but shall not be obligated to, procure the same and pay the premiums
thereon, and the cost thereof shall be added to the monthly rent next due and
shall be collectible as additional rent.
40. Prior to installing new or additional air conditioning unit or units in the
premises, the Tenant shall first obtain the written consent of the Landlord or
its Managing Agent. Tenant shall pay for all electrical current consumed in the
operation thereof. In the event such unit or units utilize circulating water,
it shall be equipped with an approved water conserving device and in connection
therewith, Tenant shall install and maintain in good working order, at its own
cost and expense, a water meter which shall meter all make-up water used in such
air conditioning equipment and shall pay for such water as per meter reading and
in addition thereto, sewerage or any other charge, tax or levy which now or
hereafter is imposed by the City of New York in connection with said use of
water. Any charge for electricity or water consumed as herein provided, shall
be deemed to be additional rent and payable as such.
41. If the Landlord or any successor in interest be an individual, joint
venture, tenancy in common, co-partnership, unincorporated association, or other
unincorporated aggregate of individuals (all of which are referred to below,
individually and collectively, as an "unincorporated Landlord"), then, anything
elsewhere to the contrary notwithstanding, Tenant shall look solely to the
estate and property of such unincorporated Landlord in the land and building of
which the leased premises are a part, for the satisfaction of Tenant's remedies
for the collection of a judgment (or other judicial process) requiring the
payment of money by Landlord in the event of any default or breach by Landlord
with respect to any of the terms, covenants and conditions of the lease to be
observed and/or performed by Landlord, and no other property or assets of such
unincorporated Landlord shall be subject to levy, execution or other enforcement
procedure for the satisfaction of Xxxxxx's remedies.
42. The provisions of Article #19 of this lease shall apply to any action or
special proceeding the Landlord may institute should the Tenant fail to vacate
the premises at the expiration of the term of this lease.
RIDER AGREEMENT:
To be attached to and form a part of:
LEASE dated October 21, 1996, Premises: Entire 11th Floor -- 00-0 Xxxx 00xx
Xxxxxx through to 00 Xxxx 00xx Xxxxxx, Between Twenty-Third Street Joint
Venture, as Landlord, and Paradise Music & Entertainment, Inc., as Tenant.
43. (a) For the purpose of this Article, the term "lease year" shall mean the
period of twelve (12) months commencing with the term commencement date and
ending on the following MARCH 31ST and each successive period of twelve (12)
months thereafter during the term. The term "base year" as applied to real
estate taxes, shall mean the City tax year July 1, 1996 to June 30, 1997.
(b) In the event that the real estate taxes payable with respect to the
building and the land on which it is located, during any lease year shall be
greater than the amount of such taxes due and payable during the base year,
whether by reason of an increase in either the tax rate or the assessed
valuation or by reason of the levy, assessment or imposition of any tax on real
estate as such, not now levied, assessed or imposed, or for any other reason,
Tenant shall pay to Landlord, as additional rent for the lease year in which
such increase occurs, an amount equal to 8% of the difference between the amount
of such tax or installment and the corresponding tax or installment paid during
the base year. Such additional rent shall be paid in twelve (12) equal monthly
installments beginning on the first day of the month next succeeding receipt by
the Tenant of a bill therefor. The amount of such taxes actually paid by
Landlord during the base year shall determine the amount of additional rent
payable under this paragraph (b) until, as the result of a final determination
in legal proceedings or otherwise, the amount of such taxes shall be reduced.
In the event of such a final determination, the reduced amount of such taxes
shall thereafter determine the amount of additional rent payable by Tenant
pursuant to this paragraph (b), the additional rent theretofore payable
hereunder shall be recomputed on the basis of such reduction, and Tenant shall
pay to the Landlord such additional rent in twelve (12) equal monthly
installments after being billed therefor, any deficiency between the amount of
such additional rent as theretofore computed and the amount thereof due as the
result of such recomputation. If Landlord shall be the lessee under an
underlying lease, the term "real estate taxes" as used in this paragraph (b)
shall be deemed to mean and include the amounts payable as additional rental
under said underlying lease based on the taxes payable with respect to said
building and land.
(c) If the amount of additional rent payable by Tenant pursuant to the
foregoing paragraph (b) shall be affected by any application filed by or on
behalf of Landlord for a reduction in the assessed valuation of the said
building and land or by any proceedings instituted by or on behalf of Landlord
in a court of competent jurisdiction for judicial review of said assessed
valuation, and if, after Tenant shall have made a payment of additional rent
under said paragraph (b) Landlord shall receive a refund of any portion of the
real estate taxes on which such payment shall have been based as the result of
any such application or proceeding, Landlord shall pay to Tenant 8% of the
refund less any amount owing by Tenant for REASONABLE expenses ACTUALLY INCURRED
BY LANDLORD in connection WITH ANY SUCH APPLICATION, COURT ACTION OR OTHERWISE.
Nothing in this paragraph (c) contained shall be deemed or construed to require
Landlord to pay to Tenant any portion of a refund of taxes paid by Landlord
during the base year.
RIDER AGREEMENT:
To be attached to and form a part of:
LEASE dated October 21, 1996, Premises: Entire 11th Floor -- 00-0 Xxxx 00xx
Xxxxxx through to 00 Xxxx 00xx Xxxxxx, Between Twenty-Third Street Joint
Venture, as Landlord, and Paradise Music & Entertainment, Inc., as Tenant.
44. If Tenant holds over in possession after the expiration or sooner
termination of the original term or of any extended term of this lease, such
holding over shall not be deemed to extend the term or renew the lease, but such
holding over thereafter shall continue upon the covenants and conditions herein
set forth except that the charge for use and occupancy of such holding over for
each calendar month or part thereof (even if such part shall be a small fraction
of a calendar month) shall be the sum of:
(a) 1/12 of the highest base annual rental rate set forth on page one of
this lease times 1.5, plus
(b) 1/12 of all other items of annual additional rental, which annual
additional rental would have been payable pursuant to this lease had
this lease not expired, plus
(c) those other items of additional rent (not annual additional rent)
which would have been payable monthly pursuant to this lease, had this
lease not expired,
which total sum Tenant agrees to pay to Landlord promptly upon demand, in full,
without set-off or deduction. Neither the billing nor the collection of use and
occupancy in the above amount shall be deemed a waiver of any right of Landlord
to collect damages for Xxxxxx's failure to vacate the demised premises after the
expiration or sooner termination of this lease.
The aforesaid provisions of this Article shall survive the expiration or
sooner termination of this lease.
45. Tenant's obligation to pay additional rent under this lease for the final
lease year shall survive the expiration of the term of this lease, and any
additional rent due for any partial lease year shall be prorated.
46. If Tenant is late in making any payment due to Landlord from Tenant under
this lease for five (5) or more days, Tenant shall pay Landlord a late charge of
$.05 for each $1.00 which remains unpaid after such period to compensate
Landlord for additional expense in processing such late payment. In addition,
if Tenant is late in making any payment due to Landlord under this lease for
five (5) or more days, then interest shall become due and owing on such payment
and shall be paid by Tenant to Landlord from the date when it was due until the
date payment is made, computed at a rate equal to the lesser of TWELVE (12%) per
cent per annum or the highest rate permitted by law.
47. All charges which are the obligation of the Tenant shall be additional rent
and collectible as such.
48. The Landlord agrees to accept checks in payment of any obligations of the
Tenant under this lease provided, however, they are drawn on bank, which has an
office or branch in the City of New York. In the event any check tendered in
payment of rent or additional rent is dishonored for any reason whatsoever, its
substitute shall be a certified or bank check and all future checks tendered to
the Landlord shall be certified or bank checks.
RIDER AGREEMENT:
To be attached to and form a part of:
LEASE dated October 21, 1996, Premises: Entire 11th Floor -- 00-0 Xxxx 00xx
Xxxxxx through to 00 Xxxx 00xx Xxxxxx, Between Twenty-Third Street Joint
Venture, as Landlord, and Paradise Music & Entertainment, Inc., as Tenant.
49. Every notice, invoice, or demand given by the Landlord to the Tenant for
any item of additional rent under this lease shall be conclusive and binding
upon the Tenant unless within 30 days after the giving of such notice, invoice
or demand the Tenant shall notify the Landlord in writing as required by the
pertinent provisions of this lease that the Tenant disputes the correctness of
the notice, invoice or demand, specifying the particular item claimed to be
incorrect. In the event the dispute shall not thereafter be settled by
agreement between the parties within 30 days thereafter the Landlord shall
within the next 90 days institute a summary proceeding or an action to determine
the issue. During the pendency of such action or proceeding the Tenant shall
pay all of the items on such notice, invoice or demand including the disputed
items without prejudice to Xxxxxx's position on such disputed items and in the
event there is a final determination in Xxxxxx's favor the Landlord shall
forthwith refund to the Tenant the amount overpaid.
50. It is understood and agreed that the Tenant shall be entitled but not
obligated to take possession of the demised premises on or after DECEMBER 1,
1996, free of base rent through May 31, 1997, otherwise subject to the terms and
conditions hereof, and with the express understanding that the Tenant shall pay
all items of additional rent and other charges reserved under this lease
commencing with the date the Tenant receives an executed copy of this lease.
51. The Tenant shall pay the following annual rental rates during the term of
this lease in the manner set forth in this lease:
$150,000. ($12,500.00 per mo.) from JUNE 1, 1997 to MARCH 31, 1998;
$154,500. ($12,875.00 per mo.) from APRIL 1, 1998 to MARCH 31, 1999;
$159,135. ($13,261.25 per mo.) from APRIL 1, 1999 to MARCH 31, 2000;
$163,909. ($13,659.08 per mo.) from APRIL 1, 2000 to MARCH 31, 2001;
$168,826. ($14,068.83 per mo.) from APRIL 1, 2001 to MARCH 31, 2002;
$205,579. ($17,131.58 per mo.) from APRIL 1, 2002 to MARCH 31, 2003;
$213,802. ($17,816.83 per mo.) from APRIL 1, 2003 to MARCH 31, 2004;
$222,354. ($18,529.50 per mo.) from APRIL 1, 2004 to MARCH 31, 2005;
$231,248. ($19,270.67 per mo.) from APRIL 1, 2005 to MARCH 31, 2006;
$240,498. ($20,041.50 per mo.) from APRIL 1, 2006 to MARCH 31, 2007;
$280,118. ($23,343.17 per mo.) from APRIL 1, 2007 to MARCH 31, 2008; and
$291,323. ($24,276.92 per mo.) from APRIL 1, 2008 to MARCH 31, 2009;
(each being the base rent for the period involved).
52. The security as set forth in Article #31 hereof shall be deposited in
Citibank, N.A. located at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, IN AN
INTEREST-BEARING ACCOUNT FOR THE BENEFIT OF THE TENANT, LESS ONE (1%) PER CENT
ADMINISTRATIVE FEE WHICH SHALL BE RETAINED BY LANDLORD.
RIDER AGREEMENT:
To be attached to and form a part of:
LEASE dated October 21, 1996, Premises: Entire 11th Floor -- 00-0 Xxxx 00xx
Xxxxxx through to 00 Xxxx 00xx Xxxxxx, Between Twenty-Third Street Joint
Venture, as Landlord, and Paradise Music & Entertainment, Inc., as Tenant.
53. (A) Subject to the provisions of paragraph (F) of this Article, the
provisions of Article #11 of this lease are amended to the extent that, Xxxxxxxx
agrees that it will not withhold its consent unreasonably to a subletting of the
entire demised premises or an assignment of this lease provided that (a) as to a
sublease, Xxxxxx delivers to Landlord a copy of the proposed ESSENTIAL TERMS OF
THE sublease in form to be executed, together with reasonably detailed
statements of the proposed subtenant's business and financial references; (b) as
to an assignment, Xxxxxx delivers to Landlord reasonably detailed statements of
the proposed assignee's business and financial references; (c) the purpose for
which the proposed subtenant or assignee intends to use the demised premises are
uses expressly permitted by and not expressly prohibited by this lease; (d) the
date when the proposed sublease or assignment is to become effective is at least
30 days after the submission to Landlord of the aforesaid [documentation; (e)
Tenant shall not be in default in the performance of any of its obligations
under this lease; (f) the proposed subtenant or assignee is not then a tenant of
any space in the building of which the demised premises form a part; (g) no
advertisement with respect to the demised premises shall quote a rental below
that of the demised premises or comparable space in the building; (h) any
request for consent to such subletting or assignment shall be made by notice
pursuant to the provisions of Article #27 of this lease.
(B) Any such subletting or assignment shall not release the Tenant herein
from any liability or responsibility under the terms, covenants or conditions of
the within lease.
(C) It is expressly agreed that in the event of an assignment, the
Assignee shall assume all the obligations of the lease jointly with the Tenant
herein, and the Tenant shall deliver to the Landlord a duplicate-original of
such assignment and the assumption by the Assignee, duly executed and
acknowledged by the Tenant and such Assignee as soon as same has been executed.
(D) No further or additional subletting of the demised premises or
assignment of this lease shall be made, except with the prior written approval
of the Landlord pursuant to this Article.
(E) It is further understood and agreed that the Tenant shall designate
Xxxxx & Co. Real Estate, Inc. as Tenant's exclusive Agent to effect any sublet,
assignment or release, and Tenant shall pay to Xxxxx & Co. Real Estate, Inc.
upon the execution of such subleasing, assignment or release, a commission
computed in accordance with the rates and rules established by Xxxxx & Co. Real
Estate, Inc., PROVIDED SAID RATES ARE CUSTOMARY.
(F) Notwithstanding the provisions of this Article, in the event Tenant
requests Xxxxxxxx's consent to a subletting of the entire demised premises or an
assignment of this lease, Landlord shall have the right to cancel and terminate
this lease as of the effective date set for such proposed subletting or
assignment by giving Tenant notice to that effect within 15 days from the
receipt of such request and thereupon, on such effective date, this lease shall
terminate and come to an end as though that were the date originally set forth
for the termination of this lease. Xxxxxx agrees to vacate and surrender
possession of the premises to the Landlord on or before said date, leaving same
broom clean, in good order and condition. Thereupon, both parties will be
released and relieved from further liability under the within lease, except that
Tenant's obligations to perform all of the terms, obligations and covenants,
including the obligation to pay rent and additional rent, up to and including
the date of termination, shall survive such termination.
SEE ADDENDUM
RIDER AGREEMENT:
To be attached to and form a part of:
LEASE dated October 21, 1996, Premises: Entire 11th Floor -- 00-0 Xxxx 00xx
Xxxxxx through to 00 Xxxx 00xx Xxxxxx, Between Twenty-Third Street Joint
Venture, as Landlord, and Paradise Music & Entertainment, Inc., as Tenant.
54. It is understood and agreed that, in the event the Tenant complies with all
of the terms, conditions and covenants of this lease up to and including MARCH
31, 1998 and MARCH 31, 1999 respectively, it shall have possession of the
demised premises free of base rent for the months of APRIL and MAY, 1998 and
APRIL and MAY, 1999, otherwise subject to the terms and conditions hereof, and
with the express understanding that the Tenant shall pay all items of additional
rent under this lease during said months.
55. It is understood and agreed that in the event at any time during the term
of this lease, THE TENTH (10TH), the Eleventh (11th) AND TWELFTH (12TH) FLOORS
in either 00 Xxxx 00xx Xxxxxx or 00 Xxxx 00xx Xxxxxx OR THE TENTH (10TH) AND
TWELFTH (12TH) FLOORS IN THE WITHIN BUILDING BECOME available for rent, the
Tenant herein shall have first option or privilege of leasing said space UPON
THE SAME TERMS AND CONDITIONS AS HEREIN PROVIDED EXCEPT THAT THE TERM AND ANNUAL
RENTAL SHALL BE mutually agreed upon between the parties hereto. This
provision, however, does not preclude the Landlord from renewing the lease with
the existing Tenant of the premises.
The Landlord agrees to notify the Tenant by registered or certified mail
whenever such space is available for rent and the Tenant agrees to advise the
Landlord by registered mail within a period of ten (10) days from the receipt of
such notice, that it will accept or reject the privilege of renting said space.
In the event the Tenant accepts same, it agrees to execute a lease within a
period of five (5) days after said lease has been submitted to the Tenant for
signature. The term of said lease shall commence on the first day of the month
succeeding receipt of such notice from the Landlord and shall expire on the same
date as this lease. In the event the Tenant fails to notify the Landlord of its
intention to lease said space or fails to execute a lease as herein provided,
the Landlord shall be released from any further obligation to the Tenant herein
with respect to such space offered and the Landlord shall be free to rent the
space to any other prospective tenant.
56. Subject to all of the terms and conditions of Article #3 of the within
lease, permission is hereby granted to the Tenant to make, at its own cost and
expense, all alterations, improvements and installations in the demised premises
including the installation of two (2) twenty-five ton air conditioning units on
the roof of the building.
Prior to the commencement of any and all work and installations, Tenant
shall submit to the Landlord or its Managing Agent, for its approval in writing,
plans and specifications for all work and installations, which approval Landlord
agrees shall not be unreasonably withheld or delayed. All work shall be in
strict conformity with all rules, regulations and ordinances of any governmental
authority or bureau having jurisdiction thereof, including the New York Board of
Fire Underwriters or any other similar body, and the Tenant agrees to procure
any permits needed in connection with such work prior to the commencement
thereof. In the event the Tenant is required to do any work in connection with
the building sprinkler system, water and/or electrical risers or any other
building riser or facility, the Tenant agrees that all work in connection
therewith shall be done by plumbing, electrical, sprinkler and/or other
contractors designated by the Landlord at the Tenant's sole cost. Tenant
further agrees that it shall require its contractors and/or subcontractors to
furnish the Landlord with Certificates of Insurance for Workers' Compensation,
Public Liability and Property Damage, as provided for in Article #3 of this
lease and otherwise comply with the terms and conditions of this lease and
particularly Article #3 thereof.
57. Landlord represents that (i) the sprinkler system COMPLIES WITH ALL LAWS
AND IS IN GOOD WORKING ORDER AND (II) THE DEMISED PREMISES ARE FREE OF FRIABLE
ASBESTOS.
RIDER AGREEMENT:
To be attached to and form a part of:
LEASE dated October 21, 1996, Premises: Entire 11th Floor -- 00-0 Xxxx 00xx
Xxxxxx through to 00 Xxxx 00xx Xxxxxx, Between Twenty-Third Street Joint
Venture, as Landlord, and Paradise Music & Entertainment, Inc., as Tenant.
58. The Tenant hereby agrees to pay as additional rent the monthly charge of
$120.00 in the manner provided for in this lease for the payment of rent, as
Xxxxxx's contribution toward the Landlord's cost for furnishing guard service in
the passenger lobby of the building Monday through Friday five (5) days per week
during the hours from 8:00 A.M. to 8:00 P.M. In the event the Landlord's cost
for such service is increased, the Tenant agrees to pay its proportionate share
of such increase. The Tenant understands that the Landlord is not obligated to
maintain this service and Landlord may discontinue this additional service at
any time without notice to the Tenant at which time the Tenant's contribution
shall cease.
59. Xxxxxx and Landlord represent that THEY dealt with no broker except XXXXX &
CO. REAL ESTATE, INC. and BRANFORD PROPERTIES, INC. LANDLORD AND Xxxxxx agree
to hold EACH OTHER harmless from and against any and all claims or demands for
brokerage commissions arising out of or in connection with the execution of this
lease or any conversations or negotiations thereto with any broker other than
the above named broker. XXXXXXXX AGREES TO PAY ALL COMMISSIONS DUE TO THE
ABOVE-NAMED BROKERS.
60. Upon the execution of this lease the Tenant shall furnish to the Landlord a
list of all of its officers and their respective residence addresses. If during
the term of this lease there is any change in the officers or addresses, the
Landlord shall be notified of the same within TEN (10) days thereafter. This is
a substantial obligation of this lease.
made or relevant law is complied with.
61. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IF THERE
IS AN INTERRUPTION OF SERVICES OR LANDLORD FAILS TO MAKE ANY REPAIRS OR COMPLY
WITH ANY LAWS EXCEPT AS MAY BE CAUSED BY REASON OF STRIKE OR LABOR TROUBLES OR
ANY CAUSE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, GOVERNMENT PREEMPTION IN
CONNECTION WITH A NATIONAL EMERGENCY OR BY REASON OF ANY RULE, ORDER OR
REGULATION OF ANY DEPARTMENT OR SUBDIVISION THEREOF OF ANY GOVERNMENT AGENCY OR
BY REASON OF THE CONDITIONS OF SUPPLY AND DEMAND WHICH HAVE BEEN OR ARE AFFECTED
BY WAR OR OTHER EMERGENCY, AND SUCH CONDITION SHALL CONTINUE FOR ANY REASON IN
EXCESS OF 30 CONSECUTIVE DAYS OR IF SUCH INTERRUPTION OR FAILURE TO REPAIR OR
COMPLY RESULTS IN THE DENIAL TO TENANT OF ACCESS TO THE DEMISED PREMISES OR
OTHERWISE RENDERS IMPOSSIBLE OR IMPRACTICABLE THE INTENDED USE OF A SIGNIFICANT
PORTION OF THE DEMISED PREMISES TENANT SHALL BE ENTITLED, UPON 5 DAYS' WRITTEN
NOTICE TO LANDLORD, TO AN ABATEMENT OF RENT FOR THE PERIOD OF SUCH INTERRUPTION
OR FAILURE, AND IF SUCH INTERRUPTION OR FAILURE CONTINUES FOR A PERIOD IN EXCESS
OF 60 CONSECUTIVE DAYS, TENANT MAY TERMINATE THIS LEASE BY GIVING 5 DAYS'
WRITTEN NOTICE TO LANDLORD DURING WHICH PERIOD THE RESTORATION, REPAIR OR
COMPLIANCE WITH LAW MAY BE COMPLETED, AND ANY GROUND LESSOR OR MORTGAGEE (TO
WHICH TENANT HAS PRIOR WRITTEN NOTICE) AT ANY TIME BEFORE SUCH SERVICES ARE
RESTORED OR REPAIRS
62. FROM THE DATE OF DELIVERY OF AN EXECUTED COPY OF THE LEASE TO THE LANDLORD,
THE FOLLOWING WORK WILL BE PERFORMED BY THE LANDLORD WITHIN FIFTEEN (15) WORKING
DAYS:
PROVIDE SUFFICIENT ALTERNATING CURRENT TO A PULL BOX LO Q XXX ON THE
11TH FLOOR (6-8 XXXXX PER SQUARE FOOT DEPENDING ON TENANT'S NEEDS);
REPLACE EXISTING GLASS ON WINDOW LOCATED ON THE WEST SIDE OF THE
DEMISED PREMISES WITH CLEAR WIRE GLASS;
PUT TOILET ROOM FIXTURES IN GOOD WORKING ORDER AND REPLACE ANY BROKEN
FIXTURES.
63. LANDLORD REPRESENTS THAT THE PREMISES MAY BE USED FOR THE PURPOSES SET
FORTH IN ARTICLE #2 OF THIS LEASE.
RIDER AGREEMENT:
To be attached to and form a part of:
LEASE dated October 21, 1996, Premises: Entire 11th Floor -- 00-0 Xxxx 00xx
Xxxxxx through to 00 Xxxx 00xx Xxxxxx, Between Twenty-Third Street Joint
Venture, as Landlord, and Paradise Music & Entertainment, Inc., as Tenant.
ADDENDUM TO ARTICLE #9:
PROVIDED TENANT SHALL HAVE VACATED THE ENTIRE DEMISED PREMISES AS A RESULT OF
SUCH CASUALTY AND IF LANDLORD SHALL NOT HAVE COMPLETED THE RESTORATIONS OR
REPAIRS WITH 120 DAYS AFTER NOTICE TO LANDLORD FROM TENANT UNDER PARAGRAPH (A)
WAS GIVEN, SUBJECT TO EXTENSIONS NOT TO EXCEED 30 DAYS FOR DELAYS DUE TO
ADJUSTMENT OF INSURANCE CLAIMS, LABOR TROUBLES AND FORCE MAJEURE (THE
"CANCELLATION DATE"), PROVIDED SUCH FIRE OR OTHER CASUALTY WAS NOT CAUSED BY
TENANT, ITS AGENTS, CONTRACTORS OR EMPLOYEES, TENANT SHALL HAVE THE RIGHT TO
CANCEL THIS LEASE BY GIVING LANDLORD WRITTEN NOTICE OF ITS INTENTION TO DO SO
WITHIN 10 DAYS AFTER THE CANCELLATION DATE, AND THIS LEASE SHALL TERMINATE AS OF
THE DATE SUCH NOTICE IS RECEIVED BY LANDLORD. IN THE EVENT OF SUCH TERMINATION
THE ABOVE PROVISIONS OF THIS ARTICLE SHALL APPLY.
ADDENDUM TO ARTICLE #53:
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TENANT SHALL BE
PERMITTED WITHOUT THE PRIOR CONSENT OF LANDLORD TO TRANSFER (BY ASSIGNMENT OR
SUBLEASE) THE LEASE TO ANY AFFILIATED COMPANY (AS HEREINAFTER DEFINED) WHICH, IN
THE CASE OF AN ASSIGNMENT, ASSUMES IN WRITING ALL OF TENANT'S OBLIGATIONS
HEREUNDER. THE ASSUMPTION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO
LANDLORD. TENANT WILL BE REQUIRED TO GIVE NOTICE OF ANY SUCH TRANSFER PRIOR TO
THE DATE UPON WHICH THE TRANSFER BECOMES EFFECTIVE. THE TERM "AFFILIATED
COMPANY" SHALL MEAN ANY COMPANY OR OTHER ENTITY WHICH DIRECTLY OR INDIRECTLY
CONTROLS, OR IS UNDER COMMON CONTROL WITH, OR IS CONTROLLED BY TENANT.
