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Exhibit 10.11
OFFSET AGREEMENT
THIS OFFSET AGREEMENT ("Agreement") is made and entered into as of the
1st day of January, 2000, by and between Cooperative Communications, Inc., a New
Jersey corporation ("Tenant") and Xxxxx Xxxxxxxx ("Xxxxx") and the Estate of
Xxxxxxx Xxxxxxxx, as successor-in-interest to Xxxxxxx Xxxxxxxx ("Xxxxxxx"; Xxxxx
and Xxxxxxx shall hereinafter be collectively referred to as the "Landlord").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant have entered into a certain Lease, dated
December 1, 1998, with respect to certain real property and improvements thereon
located at 000-000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx (the "Lease"); and
WHEREAS, Landlord, as maker, has executed and delivered to Tenant, as
payee, a certain Promissory Note, dated November 30, 1998, in the principal
amount of One Million Dollars ($1,000,000.00) (the "Note").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agrees as follows:
1. Tenant Offset. In the event that Landlord fails to make any payment
of principal or interest when due under the Note (the amount of such payment not
made referred to herein as the "Offset Amount"), then Tenant, notwithstanding
anything contained in the Lease to the contrary, shall have the right to offset
or setoff against any and all payments of rent, whether base rent or additional
rent, due under the Lease to Landlord, the Offset Amount (the "Offset Right").
The exercise by Tenant of the Offset Right shall not be deemed a failure by
Tenant to make payments of rent due under the Lease, to the extent of the Offset
Amount. The Offset Right shall not be the sole or exclusive remedy of Tenant
under the Note for Landlord's failure to make payments thereunder, but Tenant
shall have all rights and remedies available to Tenant under the Note, at law or
in equity for such failure.
2. Modification. This Agreement shall amend and supersede the terms,
conditions and provisions of the Lease and the Note.
3. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New Jersey.
4. Binding Effect. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto, and their respective heirs, representatives,
successors and assigns.
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5. Counterparts. This Agreement may be executed in counterparts, each
being deemed an original and together being deemed one and the same document.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as
of the day and year first above written.
LANDLORD:
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Executrix of the
Estate of Xxxxxxx Xxxxxxxx, deceased
TENANT:
COOPERATIVE COMMUNICATIONS, INC.,
a New Jersey corporation
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: President
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