EXHIBIT 10.1
TORONTO OFFICE LEASE AGREEMENT
Commercial Lease
Page 1 of 7
made the 6th day of May
one thousand nine hundred and ninety-nine
In Pursuance of the Short Forms of Leases Act
Between
000-000 XXXXXXXX XXXXXX XXXX LIMITED
hereinafter called the "Lessor"
OF THE FIRST PART
AND
ISN INTERNET SPORTS NETWORK INC.
hereinafter called the "Lessee"
OF THE SECOND PART
PREMISES WITNESSETH that in consideration of the rents, covenants and
agreements hereinafter reserved and contained on the part of the
said Lessee, to be paid, observed and performed, the said Lessor
has demised and leased and by these presents both demise and
lease unto the said Lessee.
ALL THOSE CERTAIN PREMISES excluding any part of the external
walls known and described as the WEST side of the third floor of
the building known municipally as 000-000 Xxxxxxxx Xxxxxx Xxxx
(xxx "Building"), Suite 403, Toronto, consisting of approximately
Two Thousand, Two Hundred and Seventy (2,270) square feet of Full
Floor Leaseable (or "Gross Rentable") Floor Area which includes a
proportionate share of the Common Area to of the Floor.
Hereinafter referred to as the "Demised Premises, Leased Premises
or the Premises". All rent, operating costs, escalations, hydro,
taxes and other costs shall be calculated using the Full Floor
Leaseable Area.
TERM TO HAVE AND TO HOLD the Leased Premises for and during the term
hereinafter called the "Term", of One (1) Year, One Half (1/2)
Month to be computed from the 15th day of May, 1999 and from
thenceforth ensuing and to be fully completed and ended on the
31st day of May, 2000.
RENTAL The Lessee covenants and agrees to pay the Lessor Minimum rental
as follows:
During the Term from May 15, 1999 through to May 31, 2000 Minimum
Rent shall be payable at an amount of Forty Thousand, Eight
Hundred and Sixty Dollars ($40,860.00) per annum based on a rate
of Eighteen Dollars ($18.00) per square foot payable in equal
monthly installments of Three Thousand, Four Hundred and Five
Dollars ($3,405.00) in advance on or before the first day of each
and every month during the said term;
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BUSINESS
TAXES AND to pay all business taxes in respect of the business carried
on by the Lessee in and upon or by reason of their occupancy of
the premises hereby demised:
REPAIRS AND to repair (reasonable wear and tear, and damage by fire,
lightning and tempest only excepted); subject to Schedule "B"
AND that the said Lessor may enter and view state of repair;
AND that the said Lessee will repair according to notice in
writing (reasonable wear and tear and damage by fire, lightning
and tempest excepted); subject to Schedule "B"
AND that they will leave the premises in good repair (reasonable
wear and tear and damage by fire, lightning and tempest only
excepted); subject to Schedule "B"
ASSIGNMENT subject to Schedule "B"
/AND will not assign or sub-let the whole or any part of the
demised premises without leave; the Lessee hereby waives and
renounces the benefit of any present or future act of the
Legislature of Ontario which would allow the Lessee to assign or
sub-let this lease, without leave of the Lessor.
AND the said Lessee covenants with the said Lessor, its
successors and assigns:
TYPE OF (a) THAT the said demised premises will not, during the said
BUSINESS term, be at any time used for any other purpose than that of a
general office.
FIXTURES (b) AND THAT no fixtures, goods or chattels of any kind will,
except in the ordinary course of business, be removed from the
demised premises during the term hereby demised or at any time
thereafter without the written consent of the Lessor, its
successors or assigns, being first had and obtained, until all
rent in arrears as well as all rent to become due during the
remainder of the term hereby granted shall have been fully paid,
or the payment thereof secured to the satisfaction of the Lessor
or its assigns.
ELECTRIC (c) THAT the Lessee will not, during the said term or at any
POWER time prior or subsequent thereto, purchase, acquire or use any
electric current for lighting or other purposes except from the
company or corporation which shall for the time supply the
Lessor with electric current for such purposes in the said
building; the intention being that without the written consent
of the Lessor, there shall be only one system of electric
lighting in the said building.
(d) THE Lessee hereby covenants to pay all charges for electric
energy (for light and power) and gas used by the Lessee in the
demised premises.
PARTITIONS, (e) THAT if the Lessee shall during the said term desire to
ALTERATIONS affix or erect partitions, counters or fixtures in any part of
the walls, floors or ceilings of the demised premises, it may do
so at its own expense at any time and from time to time provided
that the Lessee's rights to make such alterations to the demised
premises shall be subject to the following conditions: --
(1) THAT before undertaking any such alterations, the Lessee
shall submit to the Lessor a plan showing the proposed
alterations and shall obtain the approval and consent of the
Lessor to the same.
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(2) THAT all such alterations shall conform to all building
by-laws, if any, then in force affecting the demised premises.
(3) THAT such alterations will not be of such kind or extent as
to in any manner weaken the structure of the building after the
alterations are completed or reduce the value of the building.
(f) THAT, except as herein provided the Lessee will not erect or
affix or remove or change the location or style of any partitions
or fixtures, without the written consent of the Lessor being
first had and obtained.
(g) THAT, at the expiration of the term hereby granted, or any
renewal thereof, all fixtures belonging to the Lessee shall
remain upon the demised premises until taken down by the Lessor,
and the Lessee shall forthwith, upon the same being taken down,
remove the same from the demised premises first paying to the
Lessor the expense of such taking down and making good all damage
occasioned to the demised premises by the taking down or removal
thereof.
BANKRUPTCY (h) THAT, if the term hereby granted or the goods and chattels
OR of the Lessee or any assignee or sub-tenant shall be at any time
INSOLVENCY seized or taken in execution or attachment, or if the Lessee or
any such assignee or sub-tenant shall make an assignment for the
benefit of creditors or shall become bankrupt or insolvent, or
make a proposal to its creditors, or without the consent of the
Lessor being first obtained in writing, shall make a sale, under
the Bulk Sales Act, in respect of goods on the premises, or
being a company shall become subject to any legislative
enactment relating to liquidation or winding up, either
voluntary or compulsory, the said term shall immediately become
forfeited and void, and an amount equivalent to the next ensuing
three months' rent shall be at once due and payable.
RULES AND (i) THAT the Lessee and its clerks, servants and agents will at
REGULATIONS all times during the occupancy of the demised premises observe
and conform to such reasonable rules and regulations as shall be
made by the Lessor from time to time including the rules and
regulations set forth in Schedule "A" hereto and of which the
Lessee shall be notified, such rules and regulations being
deemed to be incorporated in and form part of these presents.
REMODELING (j) THAT, in the event of the Lessor desiring at any time
AND SALE during the term, or any renewal thereof, to remodel the said
building, or any part thereof, or to take down the said
building, the Lessee will on receiving six months' notice in
writing, surrender this lease and all the remainder of the term,
if any, then yet to come and unexpired, as from the day
mentioned in such notice, and will, subject nevertheless to the
provisions hereinbefore contained thereupon, vacate the premises
and yield up to the Lessor the peaceable possession thereof. IT
IS UNDERSTOOD that the said six months' notice need not expire
at the end of any year or at the end of any month, and in the
event of the day fixed for termination of the lease expiring on
some other day than the last day of a month, the rent for such
month shall be apportioned for the broken period.
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IT IS AGREED between the Parties hereto that in the event of a
sale of the said premises or if the said premises be
expropriated or condemned by any Department of the Federal,
Provincial or Municipal Governments than the Lessor shall have
the right notwithstanding anything herein contained to terminate
this lease upon giving three months' notice in writing to the
Lessee of his intention so to do or by paying the said Lessee a
bonus of three months' rent, in which latter event, the Lessee
undertakes to vacate the said premises at the expiration of
thirty (30) days from the delivery of such notice.
PROTECTIVE THE LESSEE agrees to pay the cost of any installations,
INSTALLATIONS additions, or alterations to the said premises that the Lessor
may be required to make by any Municipal, Provincial or other
governing authority, or requested by any private protective
system used by the Lessees, for the security and protection of
the Lessee and his employees and his or their effects including
but not so as to limit the foregoing installations, additions
and alterations for fire and theft protection and all such
installations, additions, or alterations shall forthwith become
the property of the Lessor.
DISTRESS AND the Lessee further covenants, promises and agrees with the
Lessor that notwithstanding any present or future Act of the
Legislature of the Province of Ontario, none of the goods or
chattels of the Lessee at any time during the continuance of the
term hereby created on the said demised premises shall be exempt
from levy by distress for rent in arrears by the Lessee as
provided for by the said Section of said Act, and that upon any
claim being made for such exemption by the Lessee or on distress
being made by the Lessor, this covenant and agreement may be
pleaded as an estoppel against the Lessee in any action brought
to test the right to the levying upon any such goods as are
named exempted in the said Section, the Lessee waiving as he
hereby does all and every benefit that could or might have
accrued to him under and by virtue of the said section of the
said act but for the above covenant.
The Lessor covenants with the Lessee for quiet enjoyment.
The lessor further covenants with the Lessee as follows:
TAXES AND (a) To pay all taxes and rates, municipal, parliamentary or
RATES otherwise, including water rates for the normal supply of cold
water to the said premises, assessed against the demised
premises of the Lessor or Lessee on account thereof saving and
excepting any business taxes and taxes upon personal property or
income of the Lessee, license fees, or other taxes imposed upon
the property, business or income of the Lessee;
PROVIDED THAT;
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(i) IN THE EVENT of the Lessee being assessed as a Separate
School Supporter, and by reason thereof the amount of the taxes
payable on the said premises being increased over the amount
payable on an assessment as a Public School Supporter, then and
in such event the Lessee covenants and agrees with the Lessor to
pay to the Lessor the amount of such increase upon demand being
made therefor in writing by the Lessor. It is understood and
agreed that such increase shall be payable by the Lessee
notwithstanding the fact that at the time such demand is made,
the Lessee may have ceased to be a tenant of the Lessor. In the
event of the Lessee failing to pay to the Lessor the amount of
such increase upon demand as herein provided, then the Lessor
shall have the same rights and remedies for collection thereof as
for the rent in arrears.
(ii) THE LESSEE covenants and agrees to and with the Lessor that
if there shall be an increase in municipal taxes payable by the
landlord over the amount shown by the immediately last tax xxxx
issued by the municipality in which the demised premises are
situate prior to the date of this lease the Lessee will pay any
such increase apportioned over the term of the within lease and
the renewal (if any) hereinbefore provided and that any such
increase in municipal taxes shall be deemed to be part of the
rent reserved hereunder and all the remedies available to the
Lessor relating to rent both hereunder and at law shall apply,
mutatis mutandis, thereto.
HEATING (b) To heat the said premises between the 15th day of October
and the 1st day of May next ensuing in each year in such manner
as to keep the said premises at a reasonable temperature for the
reasonable use thereof by the Lessee during reasonable business
hours except during the making of repairs, and in case the
boilers, engines, pipes, o r other apparatus or any of them used
in effecting the heating of the said demised premises shall at
any time become incapable of heating said premises as aforesaid,
or be damaged or destroyed, to repair said damage or replace
said boilers, engines, pipes or apparatus or any of them or (at
the option of the Lessor) substitute other heating apparatus
therefor within a reasonable time, provided, however, that the
Lessor shall not be liable for indirect or consequential damages
for personal discomfort or illness arising from any default of
the Lessor;
ACCESS (c) To give the Lessee, his agents, clerks, servants and all
persons transacting business with the Lessee, in common with
other persons, the right to enter the demised premises by means
of the main entrance on 000 Xxxxxxxx Xxxxxx Xxxx and free use of
the stairway and passages from the street to the said premises
at all reasonable times, subject to rules and regulations in
regard to the said building as may be passed from time to time.
PROVISO for re-entry by the said Lessor on non-payment of rent
or non-performance of covenants. Subject to Schedule "B"
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VOIDANCE OF IT IS FURTHER DECLARED AND AGREED that in case the said premises
LEASE VACANT or any part thereof, become and remain vacant and unoccupied for
OR IMPROPER the period of fifteen days, or be used by any other person or
USE persons, or for any other purpose than as above provided,
without the written consent of the Lessor, this lease shall, at
the option of the Lessor, cease and be void, and the term hereby
created expire and be at an end, anything hereinbefore to the
contrary notwithstanding and the proportionate part of the
current rent shall thereupon become immediately due and payable,
and the Lessor may re-enter and take possession of the premises
as though the Lessee or other occupant or occupants of said
premises were holding over after the expiration of the term; or
in such case instead of determining this lease as aforesaid and
re-entering upon the demised premises, the Lessor may take
possession of the demised premises, or any part or parts
thereof, and let and manage the same and grant any lease or
leases thereof upon such terms as to the Lessor or its assigns
may appear to be reasonable, and demand, collect, receive and
distrain for all rental which shall become payable in respect
thereof, and apply the said rentals after deducting all expenses
incurred in connection with the demised premises and in the
collection of the said rent including reasonable commission for
the collection thereof and the management of the demised
premises, upon the rent hereby reserved, and the Lessor and its
assigns and every such agent acting as aforesaid from time to
time, shall in so acting be the agents of the Lessee, who alone
shall be responsible for their acts, and the Lessor and its
assigns shall not be accountable for any moneys except those
actually received, notwithstanding any act, neglect, omission or
default or any such agent acting as aforesaid.
WATER AND GAS AND IT IS FURTHER DECLARED AND AGREED THAT the Lessor shall not
DAMAGE be liable for any damage to any property at any time upon the
demised premises arising from gas, steam, water, rain or snow,
which may leak into, issue or flow from any part of the said
building, or from the gas, water, steam or drainage pipes or
plumbing works of the same or from any other place or quarter or
for any damage caused by or attributable to the condition or
arrangement of any electric or other wires in the said building.
The Lessee shall be liable for any damage done by reason of
water being left running from the taps in the demised premises
or from gas permitted to escape therein.
RISKS OF AND the Lessor shall not be responsible for any personal injury
INJURY which shall be sustained by the Lessee or any employee,
customer, or other person who may be upon the demised premises
or in the said building or the entrances or appurtenances
thereto. All risks of any such injury being assumed by the
Lessee, who shall hold the Lessor harmless and indemnified
therefrom.
NOTICE OF THE Lessee shall give the Lessor prompt written notice of any
ACCIDENT accident or other defect in the sprinkler system, water pipes,
gaspipes or heating apparatus, telephone, electric or other
wires on any part of the premises.
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INSURANCE THE Lessee covenants with the said Lessor that his said business
to be so carried on in the said building will not be of such a
nature as to increase the insurance risk on the said premises or
cause the Lessor to pay an increased rate of insurance premiums
on the said premises by reason thereof and it is distinctly
understood that in case said business so carried on by the
Lessee is or becomes of such a nature to increase the insurance
risk or causes the Lessor and/or other occupants of the said
building to pay an increased rate of insurance premiums, that
the Lessee will from time to time pay to the Lessor the
increased amount of insurance premiums which the said Lessor and
other occupants of the said building have to pay in consequence
thereof; provided that the Lessee covenants that he will not
carry on or permit to be carried on any business in the said
building which may make void or voidable any insurance held by
the Lessor or the other occupants of the said building, subject
to Schedule "B".
BUSINESS PROVIDED that the Lessee will not do or permit anything to be
NOT TO BE A done on the said premises or permit or keep anything therein
NUISANCE which may be annoying to the Lessor or other occupants of the
aid building or which the said Lessor may deem to be a nuisance
and that no machinery shall be used therein which shall cause
any undue vibration in or to the said premises and that in case
of the Lessor or any other occupants of the said building
reasonably complaining that any machinery or operation or
process is a nuisance to it or them or which causes any undue
vibration or noise in the said premises, that upon receiving
notice thereof, the said Lessee will immediately xxxxx such
nuisance. The said Lessee covenants not to obstruct or
interfere with the rights of the Lessor or other occupants of
the said building or in any way injure or annoy them or conflict
with any of the rule and regulations of the Board of Health or
with any Statue or municipal by-law, subject to Schedule "B".
SIGN AND IT IS HEREBY FURTHER AGREED by and between the said Lessor
and the said Lessee that no sign, advertisement or notice shall
be inscribed, painted or affixed by the said Lessee on any part
of the outside or inside of the building whatever, unless of
such manner, color, size and style and in such places upon or in
said building as shall be first designated by the Lessor, and,
furthermore , the Lessee, on ceasing to be Lessee of the demised
premises, will, before removing his goods and fixtures from the
said premises, cause any sign as aforesaid to be removed or
obliterated at his own expense and in a workmanlike manner to
the satisfaction of the Lessor.
ELEVATOR THE Lessor undertakes to maintain elevators in said building
which are to be run during the ordinary business hours of every
business day of the year, but not during the public holidays or
Sundays, except at the option of the Lessor. The Lessee shall,
subject to the Lessor's rules and regulations, have free use of
such elevators in common with others lawfully using the same,
but the Lessee and its employees and all other persons using any
such elevator shall do so at its, his, or her or their sole
risk, and under no circumstances shall the Lessor be held
responsible for any damage or injury happening to any person
whilst using such elevator, or occasioned o any person by such
elevator or any appurtenances and whether such damage or injury
shall happen by reason of the act, omission or negligence or
otherwise of the Lessor, or any of its employees, servants,
agents or otherwise howsoever.
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WATER THE Lessor agrees to pay for normal water consumed on the said
premises but in the event of any abnormal consumption of water
either by reason of the character of the business carried on by
the Lessee or by the use of mechanical or other contrivances the
Lessee consents to the installation of a water meter at his own
expense, if necessary, and further agrees to pay for the excess
water consumed on the said premises.
PLATE THE Lessee agrees at his own expense to replace any plate glass
GLASS or other glass that has been broken or removed during the term
of the within lease or of any renewal thereof and will during
the said term keep the plate glass fully insured in some company
approved by the Lessor.
FIRE PROVIDED that if during the term herein or any renewal thereof
the premises shall be destroyed or damaged by fire or the
elements then the following provisions shall apply:
(a) If the demised premises shall be so badly injured as to be
unfit for occupancy, and as to be incapable of being repaired
with reasonable diligence within on hundred and twenty days of
the happening of such injury, then the term hereby granted shall
cease and be at an end to all intents and purposes from the date
of such damage or destruction, and the Lessee shall immediately
surrender the same, and yield up possession of the demised
premises to the Lessor, and the rent from the time of such
surrender shall be apportioned;
(b) If the demised premises shall be capable, with reasonable
diligence, of being repaired and rendered fit for occupancy
within one hundred and twenty days from the happening of such
injury as aforesaid, but if the damage is such as to render the
demised premises wholly unfit for occupancy, then the rent
hereby reserved shall not run or accrue after such injury, or
while the process of repair is going on, and the Lessor shall
repair the same with all reasonable speed, and the rent shall
recommence immediately after such repairs shall be completed.
(c) If the demised premises shall be repaired within one
hundred and twenty days as aforesaid, and if the damage is such
that the said premises are capable of being partially used, then
until such damage shall have been repaired, the rent shall xxxxx
in the proportion that the part of the demised premises rendered
unfit for occupancy bears to the whole of the demised premises.
NO ABATEMENT THERE shall be no abatement from or reduction of the rent due
OF RENT hereunder, nor shall the Lessee be entitled to damages, losses,
costs or disbursements from the Lessor during the term hereby
created on, caused by or on account of fire, (except as above),
water, sprinkler systems, partial or temporary failure or
stoppage of heat, light, elevator, live steam or plumbing
service in or to the said premises or building, whether due to
acts of God, strikes, accidents, the making of alterations,
repairs, renewals, improvements, structural changes to the said
premises or buildings or the equipment or systems supplying the
said services, or from any cause whatsoever; provided that the
said failure or stoppage be remedied within a reasonable time.
RIGHT TO SHOW THAT the Lessee will permit the Lessor to exhibit the demised
PREMISES premises during the last three months of the term to any
prospective tenant and will permit all persons having written
authority therefor to view the said premises at all reasonable
hours, on prior notice.
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NOTICES THAT any notice which either of the parties is required or
permitted to give pursuant to any provision of this lease may,
if intended for the Lessee, be given by a writing left at the
demised premises or mailed by registered mail addressed to the
Lessee at the demised premises, and if intended for the lessor
by a writing left at the premises of the Lessor at 000 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, X0X 0X0 or mailed by
registered mail addressed to the Lessor at the Lessor's said
premises, and such notice shall be deemed to have been given at
the time it was delivered or mailed, as the case may be.
OVER PROVIDED further and it is hereby agreed that should the Lessee
BUILDING hold over after the expiration of this lease and the Lessors
thereafter accept rent for the said premises, the Lessee shall
hold the said premises as a monthly tenant only of the Lessors
but subject in all other respects to the terms and conditions of
this lease.
The words importing the singular number only shall include the
plural, and vice versa, and words importing the masculine gender
shall include the feminine gender, and words importing persons
shall include firms and corporations and vice versa.
Unless the context otherwise required, the word "Lessor" and the
word "Lessee" wherever used herein shall be construed to include
and shall mean the executors, administrators, successors and/or
assigns of the said Lessor and Lessee, respectively, and when
there are two or more Lessees bound by the same covenants herein
contained, their obligations shall be joint and several.
**Save and except for the rent which shall be twice the minimum
base rent of the last year of this lease agreement.
Schedules "A" and "B" annexed hereto shall form a part of this
Lease Agreement.
DEPOSIT The Lessor acknowledges receipt of first and last month's rent
in the amount of SEVEN THOUSAND, TWO HUNDRED AND EIGHTY-SIX
DOLLARS AND SEVENTY CENTS ($7,286.70) inclusive of GST, to be
held without interest which sum shall be applied by the Lessor
against the first and last month's payment of base minimum rent
as they shall come due hereunder (the "ADVANCE RENT").
At the Lessor's option, that portion of the Advance Rent to be
applied against the last month's Base Minimum Rent may be
applied as security for the performance by the Lessee of the
covenants and obligations on its part contained in this Lease
throughout the balance of the Term (the "Security Deposit"). If
the Security Deposit, or any portion thereof is appropriated and
applied by the Lessor for any sums due and payable to the Lessor
pursuant to this Lease, then the Lessee shall upon written
demand of the Lessor, forthwith remit to the Lessor a sufficient
amount in cash to restore the Security Deposit to the original
sum deposited, and the Lessee's failure to do so within five (5)
days after receipt of such demand shall constitute a breach of
this Lease.
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Lessee covenants to provide the Lessor with a minimum of twelve
(12) post-dated rent cheques on the execution of this Lease and
on each anniversary date of this Lease. Lessor shall have the
right to insist on post-dated cheques only if the Tenant has
delivered its rent late three times or more.
IN WITNESS Whereof the parties hereto have executed these
presents.
SIGNED, SEALED and DELIVERED ISN INTERNET SPORTS NETWORK, INC.
(LESSEE)
Per:____________________________________________
I have the authority to bind the Corporation.
Per:____________________________________________
I have the authority to bind the Corporation.
000-000 XXXXXXXX XXXXXX XXXX XXXXXXX
(XXXXXX)
Per:____________________________________________
I have the authority to bind the Corporation.
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SCHEDULE OF RULES AND REGULATIONS FORMING PART OF THE WITHIN LEASE
1. The sidewalks, entrances, elevators, stairways and corridors of the
building shall not be obstructed by any tenants or used by them for any other
purpose than for ingress and egress to and from their respective offices, and no
tenant shall place or allow to be placed in the hallways, corridors or stairways
any waste paper, dust, garbage, refuse or any thing whatever that shall tend to
make them appear unclean, untidy or filthy;
2. The floors, sky-lights and windows that reflect or admit light into
passageways or into any place in the said building shall not be covered or
obstructed by any of the tenants, and no awnings shall be put over any window;
the water closets and other water apparatus shall not be used for any purpose
other than those for which they were constructed, and no sweepings, rubbish,
rags, ashes or other substances shall be thrown therein, and any damage
resulting to them from misuse shall be borne by the tenant by whom or by whose
employee the damage was excused.
3. All window signs, interior signs and signs on glass doors must be approved
in writing by the Lessor before the Lessee engages a sign contractor to paint
said signs, and all such signs shall be painted in the form previously so
approved by the Lessor.
4. In the event that the Lessor provides and installs a Public Directory
Board inside the main entrance to the building, the tenant's or tenants' name or
names shall be placed on the said Board at the expense of such tenant or
tenants, same to be charged to the tenant or tenants in the month's xxxx for
rent next rendered, and shall be recoverable as rent.
5. If any sign, advertisement or notice shall be inscribed, painted affixed
by the Lessee on or to any part of the said building whatsoever, then the Lessor
shall be at liberty to enter on said premises and pull down and take away any
such sign, advertisement or notice, and the expense thereof shall be payable by
the Lessee.
6. If by reason of any alterations which the Lease may make or may permit to
be made, with or without the consent of the Lessor, to any part of the demised
properties or to any fixtures in the demised premises, the addition of any
equipment or the use of any material which the Lessee, its employees or other
persons permitted by the Lessee to be on the premises may use or keep in the
said premises, or any change in the type of occupancy of the demised premises
which the Lessee may make or permit to be made, there is any increase in the
insurance premiums payable by the Lessor on any fire insurance which may be in
effect or which the Lessor may hereafter place upon the building of which the
demised premises form a part, the Lessee agrees to pay to the Lessor the amount
of such increase, and the parties agree that a statement by the insurance broker
of the Lessor of the amount of such increase shall be final and binding upon the
parties.
7. No safety, machinery, equipment, heavy merchandise or anything liable to
injure or destroy any part of the building shall be taken into it without the
consent of the Lessor in writing, and the Lessor shall in all cases retain the
power to limit the weight and indicate the place where such safe or the like is
the stand, and the cost of repairing any and all damage done in the building by
taking in or putting out such safe or the like or during the time it is in or on
the premises, shall be said for on demand by the tenant who so causes it. No
tenant shall load any floor beyond the reasonable weight carrying capacity as
set forth in the municipal or other codes applicable to the building.
8. In order that the demised premises may be kept in a good state of
preservation and cleanliness, the tenant shall during the continuance of its
lease permit the janitor or caretaker of the Lease to take charge of and clear
the demised premises.
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9. No tenant shall employ any person or persons other than the janitor or
caretaker of the Lessor for the purpose of such cleaning or of taking charge of
said premises, it being understood and agreed that the Lessor shall be in no
wise responsible to any tenant for any loss of property from the demised
premises, however occurring, or any damage done to the furniture or other
effects of any tenant by the janitor or caretaker of any of its employees, and
or at any time during emergencies.
10. The Lessor shall the demised premises of reasonable hours in the day/to
examine the same to make such repairs and alterations as it shall deem necessary
for the safety and preservation of the building, and also during the three
months previous to the expiration of the lease of the demised premises, to
exhibit the said premises to be let and put upon them its usual notice "For
Rent", which said notice shall not be removed by any tenant.
11. Nothing shall be thrown by the tenants, their clerks or servants, out of
the windows or doors or down the passages and sky-lights of the building.
12. No animals shall be kept in or about the premises.
13. If the Lessee desires telegraph or telephone, call xxxx or other private
signal connections, the Lessor reserves the right to direct the electricians or
other workmen as to where and how the wires are to be introduced, and without
such directions no boring or cutting for wires shall take place. No other wires
of any kind shall be introduced without the written consent of the Lessor.
14. No one shall use the leased premises for sleeping apartments or
residential purposes.
15. Tenants and their employees shall not make or commit any improper noise in
the building, or in any way interfere with or annoy other tenants or those
having business with them.
16. All tenants must observe strict care not to allow t heir windows to remain
open so as to admit rain or snow, or no as to interfere with the heating of the
building. The tenants neglecting this rule will be responsible for any injury
caused to the property of other tenants or to the property of the Lessor by such
carelessness. The Lessee, when closing offices for business, day or evening,
shall close all windows and lock all doors.
17. The Lessee agrees not to place any additional locks upon any doors of the
demised premises and not to permit any duplicate keys to be made therefor; but
to use only additional keys, obtained from the Lawyer, at the expense of the
Lessee, and to surrender to Lessor on the termination of the lease all keys of
the said premises.
18. The Lessee shall give to the Lessor prompt written notice of any accident
or any defect in the water pipes, gas pipes, heating apparatus, telephone or
electric light, or other wires in any part of said building.
19. My inflammable oils or other inflammable, dangerous or explosive materials
shall be kept or permitted to be kept in the demised premises.
20. The caretaker will have charge of all radiators and will give all
information for the management of the same, and the Lessee shall give to the
Lessor prompt written notice of any accident to or defects in the water pipes or
heating apparatus.
21. No bicycles or other vehicles be brought within the building or upon the
Lessor's property, including any lane or courtyard.
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22. Nothing shall be placed on the outside of windows or projections of the
demised premises. No air-conditioning equipment shall be placed at the windows
of the demised premises without the consent in writing of the Lessor.
23. Spikes, hooks, nails, screws or knobs shall not be put into the walls or
woodwork.
24. No freight, furniture or packages will be received in the building or
carried up or down in the elevator between the hours of 8 a.m. and 6 p.m.
25. All glass, locks and trimmings in or upon the doors or windows of the
demised premises shall be kept whole and whenever any part thereof shall become
broken, the same shall be immediately replaced or repaired under the direction
and to the satisfaction of the Lessor, and such replacements and repairs shall
be paid for by the Lessee.
26. No heavy equipment of any kind shall be moved within the building without
skids being laced under the same, and without the consent of the Lessor in
writing.
27. Any alterations, additions, renewals or changes made in the partitions or
divisions of the rooms or linoleum floors during the currency of this lease
shall, if made at the request of the Lessee, be done by the Lessor at the
expense of the Lessee, and shall be subject to the approval in writing and
direction of the Lessor.
28. The Lessor shall not be liable for any damage to any property at any time
on the demised premises, nor for the theft of any of the said property, nor
shall it be liable for any escape or leakage of smoke, gas, water, rain or snow,
however caused, nor for any accident to the property of the Lessee.
29. Any person entering upon the roof of the building does so at his own risk.
30. The Lessee shall not enter into any contract with any person or persons or
corporations for the purpose of supplying towels, soap or sanitary supplies,
etc., ice or spring water, unless the said person or persons or corporations
agree that the time and place of delivery for such articles and the elevator
service to be used in connection therewith shall be subject to such rules and
regulations as the Lessor may from time to time prescribe.
31. Tenants, their agents and employees shall not take food into the elevator
or into public or revised portions of the building unless such food is carried
in covered receptacles approved by the Lessor in writing.
32. The Lessor reserves the right to restrict the use of the demised premises
to the Lessee and/or the employees after 6 p.m.
33. No tenant shall make a door-to-door canvass of the building for the
purpose of selling any products or services to the other tenants without the
written consent of the Lessor.
34. No tenant shall be permitted to do cooking or to operate cooking apparatus
except in a portion of the building rented for the purpose.
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35. The Lessor shall have the right to make such other and further reasonable
rules and regulations and to alter, amend or cancel all rules and regulations as
in its judgement may from time to time be needed for the safety, care and
cleanliness of the building and for the preservation of good order therein and
the same shall be kept and observed by the tenants, their clerks and servants.
The Lessor may from time to time waive any of such rules and regulations as
applied to particular tenants and is not liable to the Lessee for breaches
thereof by other tenants.
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SCHEDULE "B"
OF THE LEASE AGREEMENT BETWEEN
ISN INTERNET SPORTS NETWORK INC. (THE "LESSEE")
AND
000-000 XXXXXXXX XXXXXX XXXX XXXXXXX (XXX "LESSOR")
1.00 DEFINITIONS
1.01 "Additional Rent" means any and all sums of money or charges to be
paid to the Lessor whether or not the same are designated "Additional Rent" and
all such sums are payable in lawful money of Canada without deduction,
abatement, set-off or compensation whatsoever.
1.02 "Proportionate Share" means a fraction having, as its numerator, the
Full Floor Leaseable Area of the Leased Premises and, as its denominator, the
total Full Floor Leaseable Areas of all Rentable Premises from time to time in
the Building, provided that the denominator for determining Proportionate Share
may be adjusted depending upon allocations made by Lessor, acting reasonably,
for Operating Costs and Realty Taxes.
1.03 "Common Areas and Facilities" means those areas within or adjacent
to the Building as may be set aside by the Lessor from time to time for use in
common by such persons as may be permitted use thereof by the Lessor, including
the Lessees of the Building, their agents, employees, invitees, licensees,
customers, and persons having business with them, and all others now of
hereafter entitled thereto and without limiting the generality of the forgoing,
shall include the parking areas, roadways, sidewalks, landscaped areas, truck
courts, loading areas, driveways, if any, communal refuse areas, electrical,
heating/ventilating, air-conditioning, plumbing and drainage equipment,
facilities, services and installations, and any enclosures constructed therefor,
public washrooms, fountains, customer and service stairways, elevators, general
signs, including entrances, exits, directional and any exterior Lessees'
identification signs, if any and all other areas, facilities, equipment and
installations which are provided or designated (and which may be changed) from
time to time by the Lessor for the use by or benefit of the Lessee, its
employees, customers and in common with others entitled to their use or benefit
in the manner and for the purpose permitted by the Lease.
2.01 TAX ESCALATION
The Lessee covenants and agrees to and with the Lessor that if and
whenever during the Term, the municipal and other real property taxes including
but not limiting to school and local improvement rates payable by the Lessor
upon the lands and premises of which the demised premises form a part, shall in
the calendar year exceed the amount of tax payable during the year 1998, the
Lessee shall pay to the Lessor upon demand as Additional Rent a Proportionate
Share of such increase or the Lessor may choose to charge the Lessee on the
increase in realty taxes based on the difference between Lessee's assessed value
over the assessed value of the leased premises during the base year of 1998.
This provision shall apply each year during the term of this lease. In the
event the Lessee fails to pay such increase within 20 days of demand, the Lessor
shall have the same remedies and may take the same steps for the recovery of
rent in arrears under this lease.
2.02 ADDITIONAL TAXES & GST
The Lessee further covenants and agrees to and with the Lessor that
if and whenever during the lease term, any business transfer tax, value added
tax, sales tax, goods and services tax (GST) is imposed on the Lessor on any
rent payable under the leases in the Building, the Lessee shall pay to the
Lessor upon demand as Additional Rent, the Lessee's Proportionate Share of such
tax. This provision shall apply each year during the term of this Lease. In
the event the Lessee fails to pay such increase forthwith, within 20 days of
demand, the Lessor shall have the same remedies and may take the same steps for
the recovery of rent in arrears under this Lease.
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3.01 HEAT & OPERATING COST ESCALATION
The Lessee covenants and agrees to and with the Lessor that if during
the term of the demised premises the Annual Heating Costs or the Annual
Operating Costs, for the building in which the demised premises are located,
exceed the amount of costs payable during the Heating Season of 1998 and/or the
Operating Cost as the case may be during the operating year 1998, the Lessee
shall pay to the Lessor, within 20 days of demand as additional rent, its
Proportionate Share of such increase. This provision shall apply each year
during the term of the lease.
4.00 ADDITIONAL RENTS AND OBLIGATIONS
4.01 The Lease shall be semi-gross to the Lessor notwithstanding which
however it is agreed and understood that throughout the Term save and except for
the "abatement period", the Lessee shall still be responsible for and shall pay:
(a) All obligations and costs whatsoever in respect of the
Premises including without limiting the generality of the foregoing:
(i) in respect of all hydro supplied to or consumed in the
Premises, cost of consumption determined by a separate hydro meter and such cost
to be divided in a proportionate manner, to be shared with the Lessee's for that
particular floor area whereby the hydro is being consumed;
(ii) business expenses that the Lessee shall contract for specific
to its business or Leased Premises including phone lines, internet services,
office cleaning, etc.;
(iii) all goods and service taxes, sales taxes, value added taxes,
business transfer taxes and all other similar taxes imposed upon the Lessee with
respect to the Rent payable by the Lessee to the Lessor under the Lease;
4.02 OPERATING COST
Lessee further covenants and agrees to pay, its Proportionate Share
(as hereinafter defined) of the costs, over the operating base year of 1998,
incurred for repairing, replacing, operating, maintaining, managing and insuring
the Building including, without limiting the generality of the foregoing:
(i) heating, ventilating, air-conditioning and humidity control of
the Building, and fire sprinkler maintenance and monitoring, if any, of the
Building;
(ii) cleaning, common area janitorial services, window cleaning and
waste removal;
(iii) maintenance of all outside areas, including snow and ice
clearing and removal, and salting of driveways, parking areas and sidewalks
adjacent to the Building;
(iv) all insurance which the Lessor obtains and the cost of any
deductible amounts payable by the Lessor in respect of any insured risk or
claim;
(v) maintenance, repairs and replacements in respect of the
Building, including structural repairs but excluding inherent structural defects
or weaknesses, with capital items to be depreciated or amortized over a
reasonable period of time in accordance with generally accepted accounting
principles;
(vi) all capital taxes;
(vii) all costs in the nature of operating costs in respect of
services and facilities shared by users of the Building, to the extent the
Lessor performs or contributes to the same as a result of its ownership of the
Building;
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(viii) engineering, accounting, legal and other consulting and
professional services relating to the Building and the common areas and
facilities;
(ix) business taxes on common areas and facilities, if any;
(x) the fair rental value of space occupied by the Lessor for
management, supervisory or administrative purposes relating to the Building;
(xi) depreciation or amortization over a reasonable period of time
in accordance with generally accepted accounting principles of all improvements,
furnishings, fixtures, equipment, machinery, systems and facilities constructed
or installed in or used in connection with the Building which by their nature
require periodic or substantial repair or replacement, or which are constructed,
installed or used primarily to reduce the costs of other items included in
operating costs, whether or not such costs are in fact reduced;
(xii) a management fee of four and one-half (4.5%) percent of gross
amounts received or receivable by the Lessor in respect of the Building for all
items included in the Lease as rent; and
(xiii) the foregoing cost shall exclude building financing costs,
insurance recoveries, and leasing costs.
The Lessor shall provide reasonably detailed operating cost
statements within a reasonable period following expiry of each lease year, as
more fully described below. The Lessor shall upon request make available for
review of the Lessee, copies of invoices and other supporting documentation for
any items as reasonably requested by the Lessee for review.
4.03 The amounts payable under tax, heating and operating cost escalations
and GST, as Additional Rent, may be estimated by the Lessor for 12 months in
advance and the Lessee agrees to pay to the Lessor its Proportionate Share of
such amounts in equal monthly installments in advance during such period.
4.04 Notwithstanding the foregoing as soon as bills for all or any portion
of the amounts so estimated are received the Lessor may xxxx the Lessee for the
Lessee's Proportionate Share thereof and the Lessee shall pay the Lessor the
amounts as billed less all amounts previously paid by the Lessee on the basis of
the Lessor's estimates, within 20 days of demand. In the event the Lessee fails
to pay such amounts within 20 days of demand, the Lessor shall have the same
remedies and may take the same steps for recovery of rent in arrears under this
lease.
4.05 Within a reasonable period of time after the end of the period for
which such estimated payments have been made, the Lessor shall deliver to the
Lessee a statement, certified by an officer of the Lessor showing, in reasonable
detail, the Taxes, Additional Taxes, Heating and Operating Cost escalations for
the period together with the Lessee's Proportionate Share of the costs and
expenses payable pursuant to Sections 2.01, 2.02, 3.01, 4.00 and 5.01 and an
adjustment (if required) shall be made between the parties within Twenty (20)
days after delivery of such statement. The obligation herein shall survive the
expiration of the Term or earlier Termination of this Lease.
5.01 HYDRO ELECTRIC CHARGES
The Lessee covenants to pay his share of charges for electricity
consumed in the Premises. The amount shall be estimated by the Lessor and is
to be paid monthly in addition to the rent. In the event the Lessee fails to
pay such electrical charges forthwith, the Lessor shall have the same remedies
and may take the same steps for the recovery of rent in arrears under the terms
of this Lease.
6.01 INSURANCE
The Lessee shall take out and keep in force during the Term hereof
all risk insurance for Lessee's equipment and fixtures. The Lessee shall take
out and keep in force during the Term hereof property damage insurance and
public liability insurance for a minimum amount of $2,000,000.00 for claims
arising out of the negligence of the Lessee, its
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employees, agents and invitees, all in amounts and with policies in form
satisfactory from time to time to the Lessor and all with recognized insurance
companies, and shall furnish certificates thereof to the Lessor. The Lessee
agrees that if the Lessee fails to take out or to keep in force such insurance
that the Lessor will have the right to do so and to pay the premium therefor and
in such event the Lessee shall repay to the Lessor the amount paid as premium,
which repayment shall be deemed to be additional rent payable on the first day
of the next month following the said payment by the Lessor.
7.00 INDEMNITY
7.01 The Lessee covenants that the Lessor shall not be held liable for
and the Lessee covenants to indemnify and keep indemnified and to save harmless
the Lessor against and from any and all claims and demands for personal
injury or property damage asserted by or on behalf of the Lessee or any employee
of the Lessee, howsoever the said injury or damage may be occasioned, and to
indemnify and to keep indemnified and to save harmless the Lessor against and
from all costs, legal fees, expenses and liabilities incurred in or about any
such claim or demand or any action, suit or proceeding brought thereon.
7.02 To indemnify and save harmless the Lessor against and from any and
all claims, including without limiting the generality of the foregoing all
claims for personal injury or property damage, arising from the conduct of any
work or by or through any act or omission of the Lessee or any assignee,
sub-Lessee, agent, contractor, servant, employee, invitee or licensee of the
Lessee, and against and from all costs, counsel fees, expenses and liabilities
incurred in or about any such claim or any action or proceeding brought thereon.
7.03 Notwithstanding the above the Lessor agrees to be responsible for all
claims and liabilities arising from the negligence of the Lessor or any person
for whose conduct the Lessor is responsible and for any cost incurred by the
Tenant in connection with any action pertaining thereto, save and except for
claims and liabilities for which the Lessee, under the terms of this Lease
Agreement, is responsible to insure for.
8.00 ACKNOWLEDGMENT OF TENANCY, ATTORNMENT AND SUBORDINATION
8.01 Within ten (10) days after request therefor by the Lessor, the
Lessee agrees to deliver a certificate to any proposed mortgagee or purchaser,
or to the Lessor, certifying (if such be the case) that this Lease is in full
force and effect, that rent is paid currently without any defenses or offsets
thereto, that the Lessee is in possession, that there are no incurred defaults
by the Lessor or stating those claimed by the Lessee, and such other matters as
the Lessor may reasonably require.
8.02 It is a condition of the Lease and the Lessee's rights granted
hereunder, that this Lease and all of the rights of the Lessee hereunder are
subordinate to any and all mortgages, trust deeds or other instruments of
financing, refinancing or collateral financing, from time to time in existence
against the Building. Upon request, the Lessee will subordinate this Lease and
all of its right hereunder in such form or forms as the Lessor may require to
any and all mortgages, trust deeds or other instruments of financing,
refinancing or collateral financing, as aforesaid, and will, if requested,
attorn to the holder thereof or to the registered owners of the Building, as the
case may be, provided that the same does not in any way infringe or prejudice
the Lessee's right of quiet enjoyment. The Lessee further covenants and agrees
that it will, upon request, provide the Lessor with such information as to the
Lessee's financial standing and corporate organization as the Lessor its
mortgagees or a trustee for any bondholders may reasonably require.
9.01 DISCHARGE OF LIENS
The Lessee shall promptly pay all Lessee's contractors, suppliers and
material men and shall do any and all things necessary to minimize the
possibility of a lien attaching to the Leased Premises and/or Building and
should any such lien be made or filed, the Lessee shall discharge the same
forthwith (after notice thereof is given to the Lessee) at the Lessee's
expense. In the event the Lessee shall fail to cause any such lien to be
discharged, as aforesaid, then, in addition to any other right or remedy of the
Lessor, the Lessor may, but it shall not be so obligated, discharge same by
paying the amount claimed to be due into Court and the amount so paid by the
Lessor and all costs and expenses
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including solicitors' fees (on a solicitor and client basis) incurred herein for
the discharge of such lien shall be due and payable by the Lessee to the Lessor
as additional rent on demand.
10.00 GARBAGE
10.01 The Lessee shall not allow any refuse, garbage or other loose or
objectionable material to accumulate in or about the Building or the Common
Areas and Facilities and will at all times keep the Leased Premises in a clean
and wholesome condition consistent with the purposes for which the same were
let; and that the Common Area Facilities, including the plumbing facilities
shall be used for any purpose other than that for which they were built and no
foreign substance, refuse or garbage of any kind shall be thrown therein.
10.02 The Lessee at its sole expense, shall provide a proper area for the
deposit of debris, garbage, trash and refuse of a perishable nature and for
removal of the same on a regular basis. No debris, garbage, trash or refuse
shall be placed or left, or be permitted to be placed or left in, on or upon any
part of the Building outside of the Leased Premises.
10.03 If the Lessor shall cause the debris , garbage, trash and refuse
deposited in the areas referred to herein to be removed from the Real Property,
in the event that the Lessor incurs any costs or expenses with respect to such
removal, and in the event that the Lessee uses such removal services, the Lessee
shall be charged, without duplication, however, with its Proportionate Share of
such costs or expenses and an amount equal to fifteen percent (15%) of its
Proportionate Share of such costs for administration expenses, which charges
shall be deemed Rent payable to the Lessor upon demand.
11.01 OVERLOADING
The Lessee will not bring upon the Leased Premises or any part
thereof, any machinery, equipment, article or thing that by reason of its
weight, size, or use might, in the opinion of the Lessor, damage the Leased
Premises and will not at any time overload the floors of the Leased Premises,
and that if any damage is caused to the Leased Premises by any machinery,
equipment, article or thing or by overloading, or by any act, neglect or misuse
on the part of the Lessee, or any of its servants, agents or employees, or by
any person having business with the Lessee, the Lessee shall forthwith repair
the same or pay to the Lessor the cost of making good the same.
12.01 LESSEE NOT TO OVERLOAD FACILITIES
The Lessee will not install any equipment which would exceed or
overload the capacity of the utility facilities in the Leased Premises and
agrees that if any equipment installed by the Lessee shall require additional
utility facilities, the same shall be installed, if available, and subject to
the Lessor's prior written approval thereto (which approval may be unreasonably
withheld), at the Lessee's sole cost and expense in accordance with plans and
specifications to be approved in advance by the Lessor, in writing.
13.01 REGISTRATION
Neither the Lessee or anyone on the Lessee's behalf or claiming under
the Lessee shall register this Lease or any assignment or sublease of this Lease
or any document evidencing any interest of the Lessee in the Lease or the Leased
Premises, or against the lands or any part thereof comprising the Building. If
either party intends to register a document for the purpose only of giving
notice of this Lease or of any assignment or sublease of this Lease, then upon
request of such party, both parties shall join in the execution of a short form
or notice of this Lease ("Short Form") solely for the purpose of supporting an
application for registration of notice of this Lease or of any assignment or
sublease against the interest of the Lessor, or any part thereof in the Real
Property. The form of the Short Form and of the application to register notice
of this Lease or of any assignment of sublease shall (i) be prepared by the
Lessor or its solicitors or, at the Lessee's option, by the lessee (subject to
the Lessor's prior approval) but in any event, at the Lessee's expense; (ii)
include therein a provision for, and require consent to, such registration by or
on behalf of the Lessor; and (iii) only describe the parties, the Leased
Premises and the Commencement Date and the expiration date of the Term.
5
14.01 SUBLETTING OR ASSIGNMENT
Notwithstanding Lessor at its sole option may grant consent for
subletting or assignment of the whole or part of the demised premises, and such
consent shall not be unreasonably withheld, provided that the following are made
a condition to giving consent:
a) The Lessee is not in breach or default of its obligations
under the lease.
b) Every request for consent may be in writing accompanied by an
executed copy of the assignment or subletting agreement entered into between the
Lessee and the proposed assignee(s) or sub-Lessee(s) and shall include such
information as the nature of the business which the proposed assignee or
sub-Lessee carries on, financial, corporate, banking and any other information
on the same as required by Lessor, and shall include a covenant of the
assignee's or sub-Lessee's to perform all Lessees' obligations under this Lease
in a form to be approved by the solicitor for the Lessor.
d) No assignment or sublease shall in any manner release the
Lessee from obligations of this Lease.
e) The Lessee shall pay to the Lessor the Lessor's reasonable
legal and/or administrative fees in connection with the proposed assignment or
sublease.
f) The Lessor shall be entitled as additional rent to any excess
of rent paid by assignee or sub-Lessee over the rent specified to be paid by the
Lessee or Lessee in this Lease.
The Lessor shall further be entitled as additional rent to any consideration
received by the Lessee from the assignee or sub-Lessee for the assignment or
sublease.
15.01 NAME OF BUSINESS
The Lessee covenants that the business to be conducted on the leased
premises shall be known by the name " ISN INTERNET SPORTS NETWORK INC." and by
no other name whatsoever without the prior written consent of the Lessor, and
such consent shall not unreasonably be withheld.
16.01 STRUCTURAL REPAIRS
The Lessor shall be responsible for structural repairs to the
building including walls, floors and roof deck and to include its services to
the building not resulting from the Lessee's negligence or default. The Lessor
shall undertake any such repairs promptly upon receipt of notice from the
Lessee.
17.00 LESSEE'S COVENANTS AND AGREES
17.01 That during the term granted, at its own expense to repair,
maintain and keep the demised premises and every part thereof in good order and
in a clean and sanitary condition and in accordance with the laws, bylaws,
directions, order, rules and regulations of all governmental agencies having
jurisdiction and to the requirements of the Lessor's insurers, and will perform
promptly the necessary maintenance, repairs and replacements in, on, to and
about the demised premises without limiting the foregoing, the plumbing
facilities, air-conditioning system, electrical lighting and fixtures, windows
and the Lessee shall keep the demised premises well painted, clean and
presentable and shall maintain the demised premises in the same condition as a
prudent owner would do.
17.02 To permit the Lessor at all reasonable times, on reasonable notice,
to enter upon and view the state of repair and maintenance of the Premises and
to comply with all reasonable requirements of the Lessor with respect to the
care and maintenance and repair thereof, reasonable wear and tear not
inconsistent with the maintenance of the Leased Premises suitable as a first
class office/industrial building only excepted and to permit the Lessor to carry
out and make
6
repair and replacements which are the Lessor's responsibility at such time and
in such manner as will not reasonably interfere with the use by the Lessee of
the Leased Premises or the conduct of the Lessee's business thereon.
17.03 That it will not at any time paint, xxxx or deface the exposed wood
ceiling or the columns within the Leased premises or the common areas of the
Building.
18.01 NO REPRESENTATION
It is understood and agreed that there are no covenants,
representations, agreements, warranties or conditions in any way relating to the
subject matter of this Lease whether expressed or implied, either oral or
written, except those set forth in this Lease. Except as herein otherwise
provided, no subsequent alteration, amendment, change or addition to this Lease
shall be binding upon the Lessor or the Lessee unless reduced to writing and
signed by each of them. This Lease shall be governed by and construed in
accordance with the laws of the Province of Ontario.
19.00 DEFAULT BY THE LESSEE AND REMEDIES
19.01 In any of the following shall occur:
(i) Lessee shall fail, for any reason, to make any payment of Rent
as and when the same is due to be paid hereunder and such default shall continue
for five (5) days after such payment was due and after notice is given to
Lessee;
(ii) Lessee shall fail, for any reason, to perform any other
covenant, condition, agreement or other obligation on the part of Lessee to be
observed or performed pursuant to this Lease (other than the payment of any
Rent) and such default shall continue for fifteen (15) days after written notice
thereof or such shorter period as expressly provided herein.
(iii) any of Lessor's policies of insurance on the Premises or any
part or contents thereof shall be actually or threatened to be cancelled or
adversely changed as a result of any use of occupancy or contents in the
Premises.
(iv) Lessee shall purport to make a Transfer affecting the
Premises, or the Premises shall be used by any person or for any purpose, other
than in compliance with and as expressly authorized by this Lease.
(v) Lessee or any other person occupying any portion of the
Premises shall make an assignment for the benefit of creditors or become
bankrupt or insolvent or take the benefit of any statue for bankrupt or
insolvent debtors or make any proposal, assignment, arrangement or compromise
with its creditors or, of any steps are taken or action or proceedings commenced
by any person for the dissolution, winding up or other termination of Tenant's
existence or liquidation of its assets.
(vi) a trustee, receiver, receiver manager, agent or other like
person shall be appointed in respect of the assets or business of Lessee or any
other occupant of the Premises.
(vii) Lessee attempts to or does abandon the Premises or remove or
dispose of any goods and chattels from the Premises to that there would not, in
the event of such removal or disposal, be sufficient goods of Lessee on the
Premises subject to distress to satisfy all arrears of Rent payable under this
Lease and all Rent payable hereunder for a further period of at least six (6)
months, or it the Premises shall be vacant or unoccupied for a period of five
(5) consecutive days or more without the prior written consent of Lessor.
(viii) Lessee makes any sale in bulk affecting any property on the
Premises (other than in conjunction with a Transfer approved in writing by the
Lessor and made pursuant to all applicable legislation).
(ix) this Lease or any goods or other property of Lessee shall at
any time be seized or taken in execution or attachment which remains unsatisfied
for a period of five (5) days or more; and
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(x) termination or re-entry by Lessor is permitted under any
provision of this Lease or at law.
then without prejudice to and in addition to any other rights and remedies to
which Lessor is entitled pursuant hereto or at law, then current and the next
three (3) months' Rent shall be forthwith due and payable and Lessor shall have
the following rights and remedies, all of which are cumulative and not
alternative, to:
(i) terminate this Lease in respect of the whole or any part of
the Premises by written notice to Lessee; if this lease is terminated in respect
of part of the Premises, this Lease shall be deemed to be amended by the
appropriate amendments, and proportionate adjustments in respect of Rent and any
other appropriate adjustments shall be made in such manner as shall be
determined by Lessor.
(ii) enter the Premises as agent of Lessee and as such agent to
relet them for whatever term (which may be for a term extending beyond the Term)
and on whatever terms and conditions as Lessor in its sole discretion may
determine and to receive the rent therefor and, as the agent of Lessee, to take
possession of any furniture, fixtures, equipment, stock or other property
thereon and, upon giving written notice to Lessee, to store the same at the
expense and risk of Lessee or to sell or otherwise dispose of the same at public
or private sale without further notice and to make such alterations to the
Premises in order to facilitate their re-letting as Lessor shall determine, and
to apply the net proceeds of the sale of any furniture, fixtures, equipment,
stock or other property or from the re-letting of the Premises, less all
reasonable expenses incurred by Lessor in making the Premises ready for
re-letting and in re-letting the Premises, on account of the due and to become
due under the Lease and Lessee shall be liable to Lessor for any deficiency and
for all such reasonable expenses incurred by Lessor as aforesaid, no entry or
taking possession of or performing alterations to or re-letting of the Premises
by Lessor shall be construed as an election on Lessor's part to terminate this
lease unless a written notice of such intention or termination is given by
Lessor to Lessee.
(iii) remedy or attempt to remedy any default of Lessee in
performing any repairs, work or other covenants of Lessee hereunder and, in so
doing, to make any payments due or claimed to be due by Lessee to third parties
and to enter upon the Premises, without any liability to Lessee therefor or for
any damages resulting thereby, and without constituting a re-entry of the
Premises or termination of this Lease and without being in breach of any of the
Lessor's covenants hereunder and without thereby being deemed to infringe upon
any of Lessee's rights pursuant hereto, and, in such case, Lessee shall pay to
third parties in respect of such default and all reasonable costs of Lessor in
remedying or attempting to remedy any such default plus ten (10%) percent of the
amount of such costs of Lessor's inspection and supervision plus a further ten
(10%) percent for overhead and profit.
(iv) obtain damages from Lessee including, without limitation, if
this Lease is terminated by Lessor, all deficiencies between all amounts which
would have been payable by Lessee for what would have been the balance of the
Term, but for such termination, and all net amounts actually received by Lessor
for such period of time; and
(v) suspend or cease to supply an utilities, services, heating,
ventilation, air-conditioning and humidity control to the Premises, all without
liability of Lessor for any damages, including indirect or consequential
damages, caused thereby.
19.02 PROVIDED, and it is hereby expressly agreed, that if and whenever the
taxes, rates or Additional Rent charges which the Lessee has herein covenanted
to pay and which shall constitute a lien or charge upon the demised premises,
shall be unpaid and overdue for fifteen (15) days, although no formal demand
thereof shall have been made, shall be unpaid and overdue for five (5) days
after written demand thereof shall have been made, may pay all or any of the
same and all of such payments so made shall constitute additional rent forthwith
payable with interest at the rate of four per cent (4%) over the prime rate
charged by the Canadian Imperial Bank of Canada to its best commercial customers
per annum from the date of each such payment is due, until fully paid.
Notwithstanding, any such non-payment shall constitute a breach of said Lease
Agreement allowing the Lessor to proceed with the Lessor's full rights to
remedies without further delay or notice.
20.00 OPTION TO RENEW
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Upon written notice by the Lessee to the Lessor at least three (3)
months and not more than six (6) months prior to the expiry of the Term, and
provided that the Lessee is not in default under the terms of this Offer to
Lease and the Lease, the Lessee shall have the option to renew the Lease for a
further term ("Renewal Term") of two (2) years on the same terms and conditions
as the Lease save and except there shall be no period whereby Minimum Rent is
not paid, the Lessee accepts the Premises on an "as is" basis, there shall be no
further option to renew and the Minimum Rent shall be negotiated and agreed upon
between the parties which shall be at the then current rate for similar premises
in a similar area, but in no event to be less than the Rental Rate for the last
year of the Lease Term.
21.00 LESSOR'S RESPONSIBILITY
The Lessor, in the same manner and to the same extent as a prudent and reputable
owner and operator of a building similar in size, age and location, shall:
(a) keep or cause the Building to be kept in good repair and in a
clean, orderly and safe condition, both inside and out, including the
contracting of a pest control program for the Building, if deemed required;
(b) provide and maintain the common areas and common washroom
facilities for use during normal business hours for the Building to be used by
the Lessee and all others entitled thereto; and
(c) effect as expeditiously as reasonably possible all repairs
which it is required to make.
22.00 POST-DATED CHEQUES
The Lessee shall deliver at its sole cost, to the Lessor's designated
place of address, rent cheques in advance of the first day of each month being
the due date for rent to be paid. Should the Lessee's rent cheques not be
received by the Lessor prior to the rent due date on two separate occasions,
then the Lessee, upon the request from the Lessor, shall deliver to the Lessor
post-dated rent cheques for the next twelve (12) consecutive months and on each
anniversary date of the lease or a lessor number of post-dated rent cheques as
requested by the Lessor.
23.00 NOISE AND ODOURS
The Lessee shall conduct its business on the Premises in keeping with
a first-class building. To that end, the Lessee covenants and agrees that it
shall not cause, suffer or permit any fumes, odours, noise or other element any
of which is determined by the Lessor to be a nuisance or disturbance to the
Lessor or any other occupant of the Building to emanate from the Premises. If
the Lessor determines that any such fumes, odours, noise or other element is
emanating from the Premises in such a manner as to cause any nuisance, the
Lessee shall forthwith, upon notice from the Lessor, cause same to be rectified,
failing which same shall be an event of default under the Lease.
24.00 ZONING
Prior to the Lessee's commencement of installing leasehold
improvements or occupying the Premises, the Lessee shall provide evidence
satisfactory to the Lessor that the Lessee has obtained, at its expense, all
necessary consents, permits and licenses for its occupancy of the Leased
Premises, for its work to be done in the Leased Premises as set out in this
Lease Agreement hereof complies with all relevant zoning by-laws from all
appropriate governmental and regulatory authorities. It is understood and
agreed and the Lessee covenants that any zoning applications for the Leased
Premises shall be made only by the Lessor at the expense of the Lessee and no
application for zoning shall be made by the Lessee. However the Lessee shall be
responsible for at its own expense building permits and all other permits and
approvals required.
25.00 EXCEPTION TO QUIET ENJOYMENT
The Lessee acknowledges that the tenant occupying the space on the
first floor of the Building contains a clause within its lease agreement which
may infringe on the Lessee's right to Quiet Enjoyment as provided by standard
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commercial lease agreements. Specifically, the first floor tenant operates a
licensed club which is permitted to operate and play its music at levels it
deems necessary to conduct business after 8:00 PM on any given day. During
normal business hours, the first floor tenant may not increase the volume of its
sound system above normal and customary levels of that of an office building.
The Lessee also acknowledges that there are two other night clubs on the lower
level of this building that do not have such restrictions in their lease
agreements. As such, the Lessee acknowledges and agrees that there shall be no
offset or abatement as it has received full disclosure of this arrangement prior
to entering into this Lease or any subsequent Lease Agreement.
26.00 LESSEE'S WORK
26.01 The Lessee agrees to accept the premises in an "as is" condition,
save and except the Premises shall be in a vacant, broom swept condition, and
that at the time of possession, all existing mechanical systems are in a working
condition. However, the Lessor does not provide any warranty or guarantee on
the equipment after the date of possession. The Lessee shall have five (5) days
after taking possession to notify the Lessor in writing should it find that
there is a deficiency in any of the mechanical systems, failing which the Lessee
has acknowledged that it has accepted the premises "as is".
The Lessee may retain its own contractors to perform alterations in
the Premises, subject to the restrictions for use of Lessor's contractors as
noted below. Prior to the Lessee performing any work in the Premises, the
Lessee shall provide to the Lessor a full set of plans of the work it intends to
do in the Leased Premises for approval by the Lessor, which approval shall not
be unreasonably withheld. The Lessee shall be responsible for obtaining all
municipal and governmental approvals necessary to perform its work and shall
bear the cost of all such approvals and work. The Lessee shall forthwith pay as
Additional Rent all fines, costs and expenses incurred by the Lessor, in
connection with the Lessee's failure to obtain all requisite permits.
The Lessee will further covenant and agree that it will not, at any
time, paint, xxxx or deface the existing exposed sandblasted wood beams,
columns, ceilings or sandblasted exposed brick in the Demised Premises.
If the Lessee proposes to make any structural changes to the
premises, the Lessee shall pay for the cost of the Lessor having its structural
engineer examine the plans prepared by the Lessee or Lessee's engineer, and the
Lessee shall pay the cost to have the Lessor's Engineer review the work once
completed to insure the work was completed in accordance to the drawings. No
structural work shall be started without first obtaining the Lessor's prior
written approval.
The Lessee must use the Lessor's contractors for any work required on
the building in relation to the Electrical System, Fire Alarm Systems, Sprinkler
Systems and Mechanical Systems provided costs of such contractors shall not
exceed competitive rates.
27.00 RESTORATION
The Lessor shall not be required to remove any leasehold improvements
in the Leased Premises or restore the Premises to its original condition
provided the leasehold improvements will be completed in accordance with the
building permit and approved plans submitted by the Lessee to the Lessor. Upon
expiry of the Leased Term or a final Renewal Term, the Lessee shall leave the
Premises in a vacant, and clean broom-swept condition.
28.00 SIGNAGE
The Lessee shall be entitled to install its own signage adjacent to
its entrance door subject to the Lessor's approval, which approval shall not be
unreasonably withheld. The Lessee shall also be entitled to building standard
signage on the building directory at the Lessee's cost.
29.00 SPECIAL COVENANTS
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The Lessee acknowledges that the air conditioning unit for the
Premises supplies cooling to both the Lessee's Premises as well as the adjacent
premises. The Lessee acknowledges the controls to the air conditioning unit, if
located in their Premises, will use their best efforts to control the system to
a comfortable level of cooling for both premises. The Lessor shall make repairs
to the air conditioning unit as required and each the Lessee and adjacent tenant
shall pay, as additional rent, its proportionate share of such costs.
31.00 REASONABLENESS
Notwithstanding anything in this Lease to the contrary;
i) any allocation of any costs, charge or expense which is to be
determined by Lessor under this Lease shall be done on a reasonable and
equitable basis;
ii) whenever in this Lease, Lessee's or Lessor's consent,
permission or approval is required, such consent, permission or approval shall
not be unreasonably withheld and delayed;
iii) in exercising any of its rights under this Lease, the Lessor
shall act reasonably and as a prudent owner of a similar building having regard
to size, age and location.
32.00 LESSOR'S INSURANCE
The Lessor covenants and agrees to insure the Building against damage
by standard extended perils in such amount as a prudent owner of the Lands and
the Building would carry.
33.00 ACCESS
The Lessor covenants to provide unrestricted access to the building
for the Lessee during the normal business hours of 9:00 AM to 6:00 PM Monday
through Friday, and by key/card access after business hours and on weekends.
Refundable deposits are required on the access cards.
34.00 REPAIRS AND MAINTENANCE
The Lessee shall repair, maintain and replace the Leased Premises,
save and except for reasonable wear and tear, damage by fire, lightning, tempest
or act of God and repairs to any structural components of the Building. In the
event repairs to the structural components of the Building or mechanical systems
are caused by the negligence or lack of due care by the Lessee, the Lessor shall
effect such repairs at the sole cost and expense of the Lessee, which costs plus
fifteen percent (15%) shall be recoverable as Additional Rent.
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