EXHIBIT 10.2
SUBLEASE AGREEMENT
This SUBLEASE AGREEMENT, effective as of July 16, 2001 by and between
XXXXXXX COMMUNICATIONS, INC., a Florida corporation, with offices located at
000 Xxxxxx Xxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 ("Lessor"), and IGAMES
ENTERTAINMENT, INC., a Florida corporation, with offices located at 0000 X.
Xxxxxxx Xxx, Xxxxx 000, Xxxx Xxxxx, XX 00000 ("Lessee").
1. Lease and Term. Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, the Premises (as defined below) for a term to commence on
July 16, 2001 and to end on July 31, 2002 (the `Term"), unless earlier
terminated as provided by the terms of the Master Lease (as defined
below) made applicable to this Sublease by the provisions of Paragraph 5
hereof or unless extended as provided in Paragraph 8 hereof.
2. Premises. The premises hereby leased to Lessee consist of three (3)
office spaces identified as Room E, F and G located in Suite 3131 of
the Northern Trust Plaza, 000 Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000,
(the "Premises") as set forth otherwise on the floorplan attached
hereto as Exhibit "A" to this Sublease. In addition to the aforesaid
offices set aside for the exclusive use by the Lessee, the Lessee shall
have the use and benefit of certain common areas adjacent to the
Premises and the right to use the conference room associated with Suite
3131 in the Northern Trust Plaza on a restricted basis i.e. Lessee may
use the conference room when such use is not in conflict with other
tenants and the Lessor's needs on a first come, first serve basis as
long as appropriately scheduled with the Lessor's staff. Lessee agree
to take possession of the Premises in the condition and state of repair
existing as of the date hereof and acknowledges that it has inspected
the Premises and is satisfied with the condition thereof.
3. Use. Lessee shall use and occupy the Premises solely as and for the
sale of computer software and for no other purpose.
4. Rent: Other Charges. Lessee shall pay to Lessor rent in the sum of
$30,000.00, payable at the rate of $2,500.00 per month, due and payable
in lawful money of the United States of America on the first day of
each calendar month starting on August 1,2001 through July 3l, 2002. At
inception of the lease, the Lessee shall pay the sum of $1,290.24
representing "pro-rated" rent for the period of July 16, 2001 through
July 3l, 2001 (the "pro-rated" period). The rent for August 2001 and
prorated period rent shall be due and payable upon execution of this
Lease agreement. All rent payable by Lessee under this Lease shall be
paid when due without prior demand therefor (except where such demand
is expressly provided for in this Lease), without any deductions,
set-offs or counterclaims whatsoever, to Lessor at the place to which
notices are to be sent to Lessor pursuant to this Lease or to such
payee and at such place as may be designated by Lessor to Lessee in
writing at least ten (10) days prior to the next ensuing rent
installment payment date. If any payment of Rent or other charges due
hereunder is not made within five (5) calendar days after its due date,
Lessee will pay to Lessor a late charge of ten percent (10%) of the
amount due as liquidated damages for additional expenses incurred by
Lessor in accepting late rent. Any such late charges shall be deemed
additional rent for all purposes under this lease agreement. The
aforesaid rent shall include real estate taxes, water, sewage, refuse
removal and common area maintenance charges applicable to the Premises,
but shall specifically exclude:
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A. Sales and Use Tax. etc.: Lessee shall also pay the amount of any
"use or sales tax" on any rent payable hereunder imposed by the
State of Florida and any federal or local government, which taxes
and other assessments shall be paid at the same time and in the
same manner as each and every Rental Installment, or shall on
demand reimburse Lessor for the amount thereof, as the case may
be.
B. Commercial Personal Property Taxes, etc.: Lessee shall pay when
due all taxes, assessments, license fees and public charges
levied, assessed or imposed upon its business operation, as well
as upon its leasehold interest, trade fixtures, furnishings,
equipment, leasehold improvements, alterations, changes and
additions made by Lessee, merchandise and personal property of
any kind owned, installed or used by Lessee in, or upon the
Premises. In the event any such items of property are assessed
with the property of the lessor, Lessee shall be responsible for
Taxes associated with any and all personal property on the
Premises, and will promptly remit all such Taxes to the Lessor
within thirty (30) days of demand for the same.
5. Master Lease. It is understood and acknowledged that the Premises are
part of the premises referred to in the Lease, dated as December 3rd,
1998, as amended, (the Master Lease), between Lessor, as Lessee, and,
Arbern Investors IV, L.P. ("Arbern") as Landlord. This Sublease is
expressly made subject and subordinate to all of the provisions of the
Master Lease. Specific terms and restrictions imposed by the Master
Lease will be available for Lessee's review upon reasonable notice to
Lessor. Lessee shall have no right to further assign or sublet the
Premises or to allow them to be used by others without the prior written
consent of Lessor and of Arbern. Lessor shall use reasonable efforts to
obtain such consent of Arbern; provided, however, that Lessor shall not
be required to take any action in this regard which could result in a
termination of the Master Lease or a diminution of Lessor's rights
thereunder in any respect.
6. Lessee's Duties:
A. Duty to Maintain Premises: Subject only to Lessor's repair and
maintenance obligations expressly set forth in this Lease and
Arbern's obligation to provide general maintenance and cleaning
services under the Master Lease, Lessee shall keep or cause to be
kept in good order, repair and condition throughout the Lease
term the interior non-structural portions of the Premises used by
Lessee, including all equipment, facilities and fixtures therein,
exposed and unexposed utility lines inside the Premises, in good
order, repair and condition. Lessee's failure to strictly abide
by the terms of this section will entitle the Lessor to
(a)undertake the Lessee's obligations and charge the Lessee for
the same as Additional Rent or (b) declare the Lessee to be in
material default of this Lease and exercise its remedies as set
forth in this lease, Lessor's action in undertaking any of
Lessee's responsibility under this section shall not be deemed a
waiver of Lessor's right to demand strict compliance with this
section in the future, or deprive the Lessor of any other remedy
available to Lessor under the terms of this Lease.
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B. Lessee's Duty to Repair: Lessee shall be obligated to make all
repairs, replacements, alterations or other improvements to
Lessee's portion of the Premises required by governmental
authority, including equipment, facilities, signs and fixtures
therein and thereon to insure that the premises is in a safe
condition and in full compliance with all local government
regulations, etc. In the event the must Lessee make alterations
or other improvements in and to the Premises which are required
by any such governmental authority, the Lessee must obtain the
prior consent of the Lessor and Arbern.
C. Clear All Liens: Lessee will pay when due the entire cost of any
work on the Premises, including equipment, facilities, signs and
fixtures therein, undertaken by Lessee, so that the Premises
shall at all times be free of liens for labor and materials;
further, Lessee shall procure all necessary permits before
undertaking such work and perform such work in a good and
workmanlike manner by contractors holding any required licenses
applicable to the work performed, employing materials of good
quality; to comply with all governmental requirements; and hold
Lessor and Arbern harmless and indemnified from all injury, loss,
claims or damage to any person or property occasioned by or
resulting out of such work, including any attorneys' fees, costs
or other expenses resulting therefrom.
D. Alterations or Improvements: It is understood and acknowledged
that the Lessee may make limited alterations or improvements to
the Premises, however, prior to undertaking to make such
alterations and improvements, the Lessee must obtain the written
consent of Lessor and Arbern. Lessor shall use reasonable
efforts to obtain such consent of Arbern; provided, however, that
Lessor shall not be required to take any action in this regard
which could result in a termination of the Master Lease or a
diminution of Lessor's rights thereunder in any respect.
E. Indemnity: Lessee shall indemnify Lessor and Arbern, their agents
or employees, against and hold them harmless from any and all
costs, claims or liability arising from: (a) Lessees use of the
Premises or common area; (b) the conduct of Lessee's business or
anything else done or permitted by Lessee to be done in or about
the Premises or common area; (c) any breach or default in the
performance of Lessee's obligations under this lease; (d) any
misrepresentations or breach of warranty by Lessee under this
Lease; or (e) other acts or omissions of Lessee. Lessee shall
defend both Lessor and Arbern against any such cost, claim or
liability at Lessee's expense with counsel acceptable to Lessor
and shall be responsible for any and all attorneys' fees, costs
or suit expenses, at all trial and appellate levels, which may be
incurred by either Lessor or Arbern as a result of any claim set
forth above. As a material part at the consideration to Lessor,
Lessee hereby assumes all risk of damage to premises and common
area or injury to persons in or about the Premises and Common
Area arising from any cause associated with the Lessee's use of
the same, and Lessee hereby waives all claims in respect thereof
against Lessor or Arbern, its agent or employees, except for any
claim arising out of the Lessor or Arbern's, its agents or
employee's, gloss negligence or willful misconduct.
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F. Liability Insurance Coverage: Throughout the term of this Lease,
and any extensions or renewals thereto, Lessee agrees to
maintain, with responsible companies qualified to do business in
the State of Florida, public liability' insurance covering the
Premises, naming the Lessor as an additional insured, with limits
at minimum of $300,000.00, and to deposit with the Lessor
certificates for such Insurance hearing the endorsement that the
policies will not be canceled or reduced in scope of coverage or
amount of coverage until thirty (30) days after written notice to
Lessor. Lessee must obtain and maintain its own General Property
Damage and Liability policy at Lessee's sole expense to cover the
aforesaid liability and Lessee's personal property placed upon
the leased premises. If Lessee fails to maintain any of the
insurance coverage specified herein, Lessor may, after ten (10)
days prior notice to Lessee, obtain such coverage and charge the
reasonable premium therefor to Lessee as Additional Rent
hereunder, or elect to declare this Lease in default, Lessee's
failure to provide the aforementioned insurance coverage shall be
deemed a material default under the terms of this Lease, subject
to those remedies specified herein.
G. Waiver of Claims: Lessee herein waives all claims against the
Lessor or Arbern for damage to persons or property sustained by
Lessee or any person claiming through Lessee resulting from any
accident or occurrence in or upon the Premises or the building of
which it is a part, or any other part of the Building, not caused
by any affirmative act, the gross negligence or willful
misconduct or default of Lessor or Arbern, its agents, employees
or contractors, including, but not limited to, claims for damage
resulting from: (a) any equipment or appurtenances becoming out
of repair; (b) injury done or occasioned by wind; (c) any defect
in or failure of plumbing, HVAC equipment, electric wiring or
insulation thereat gas & water and steam pipes, stairs, railings
or walks, (d) broken glass; (e) the backing up of any sewer pipe
or downspout; (f) the bursting, leaking or running of any tank,
tub, washstand, water closet, waste pipe, drain or any other pipe
or tank in, upon or about such building or the Premises; (g) the
escape of steam or hot water; and (h) water being upon or coming
through the roof, stairs, doorways, windows, walks or any other
place upon or near such building or the Premises or otherwise.
X. Xxxxxx'x Right of Entry and Use: Lessee is required to permit
Lessor, Arbern and their respective agents the right to enter the
Premises during Lessees normal business hours (and after hours
for the purpose of providing general maintenance) for the purpose
of inspecting the same or making repairs or providing maintenance
services to said Premises or building of which it is a part, and
to show the Premises to actual or prospective purchasers, lenders
and Lessees. Lessee shall be entitled to change the locks
associated with the doorways to the Lessee's Premises at Lessee's
sole expense, however in the event the Lessee does alter or
change the locks, the lessee shall promptly furnish keys to the
Lessor and Arbern in accordance with the terms of this Lease.
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I. Lessee's Property Removal: Any trade fixtures, signs and other
personal property of Lessee not permanently affixed to the
Premises shall remain the property of Lessee. Lessee shall have
the right, provided Lessee is not in default under the terms of
this Lease, at any time and from time to time during the Term, to
remove any and all of its trade fixtures, signs and other
personal property which it may have stored or installed in the
Premises, including but not limited to, counters, shelving,
inventory and other movable personal property. Lessee at its
expense shall immediately repair any damage occasioned to the
Premises by reason of installation or removal of any such trade
fixtures, signs and other personal property. At the termination
of this Lease, Lessee shall peaceably give up and surrender the
Premises, including all alterations, changes and additions by
Lessee, light fixtures, floor coverings and partitions attached
to the Premises during the Lease Term; the Premises and
improvements to be in good order, repair and condition, excepting
only reasonable wear and tear. Should Lessee fail to remove any
of its personalty, Lessor may have them removed, and store the
same in any public warehouse at the risk of Lessee; the expense
of such removal, storage and reasonable repairs necessitated by
such removal shall be borne by Lessee or reimbursed by Lessee to
Lessor. If such removal and stored personalty shall be unclaimed
for more than fourteen (14) days, Lessor may dispose of this
personalty in accordance with applicable Florida law relating to
unclaimed property.
7. Lessor's Duties. It is understood and acknowledged that Lessor is not
obligated to perform Arbern's duties under the Master Lease. While
Lessor shall use reasonable efforts to cause Arbern to perform Arberns
duties under the Master Lease in and for the benefit of the Premises,
Lessor shall have no liability to Lessee for Arbern's failure to do so.
It is understood that under the terms of the Master Lease, Arbern is
solely responsible for providing the Lessor and Lessee with general
maintenance services, heating and air conditioning, as well as whatever
security and additional services are reasonably available to the
building of which the Premises is a part. Under no circumstances shall
the Lessor be liable to the Lessee for Arbern's failure to render said
Services nor is the Lessor a guarantor of Arbern's obligations as
landlord under the Master I ease.
A. Lessor's Representation Regarding Master Lease: To the best
knowledge of Lessor, it is not in default under the Master Lease
as of the date hereof. During the term of this Sublease, Lessor
shall employ its best efforts not to default in its obligations
under the Master Lease; provided, however, that the foregoing
shall not be deemed to restrict Lessors right to dispute with
Arbern on any matter respecting the Master Lease and to take any
lawful action, including, without limitation, the withholding of
rent in such connection. Lesser shall indemnify and hold harmless
Lessee and its officers, directors, employees and agents against
any claims, cause of action, damage, liability, cost or expense
(including, without limitation, reasonable attorneys fees and
disbursements) arising from or in connection with Lessor's
failure to perform or observe the terms, conditions and covenants
of the Master Lease. In addition, Lessor shall provide Lessee
with access and usage to its centralized multi-line phone system,
however, l,essee shall be responsible for all costs associated
with the actual phone set-up, equipment, wiring and operation
charges.
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8. Renewal Option. If this Lease is still in full force and effect, and if
Lessee shall not be in default beyond applicable notice and cure periods
under the terms of this lease, Lessee shall have the right to extend the
Primary Term of this Lease (for one (1) additional Term of twelve (12)
months upon the following terms and conditions:
A. Sending Notice: Lessee must send Lessor written notice of its
election to renew this Lease not more than one hundred twenty
(120) days and not less than sixty (60) days before the
expiration of the Primary term, or, if applicable, the previous
Renewal Term of this lease. Notwithstanding any other Lease
provisions regarding notices, a notice for the purpose of Renewal
will be deemed to have been given to Lessor when the Lessor
actually receives the notice. Subject to Sub-section 8(B) below,
when Lessor receives notice of Lessees election to renew, this
Lease will be deemed to be extended for the next Renewal Term.
B. Waiver of Renewal Option: Lessee will be deemed to have forever
waived its right to extend this Lease for any and all future Renewal
Terms if: (a) Lessee does not give Lessor notice of its election to
renew within the time frame set forth in Section 8(A) above, or (b)
Lessee has been in material default of this Lease at any time during
the prior term and Lessee failed to cure such default to the
complete satisfaction of the Lessor.
C. Lessee's Right to Assignment of Master Lease: The parties
acknowledge that upon any default or termination by Lessor in
regard to the Master Lease, Lessor agrees to use its best efforts
to obtain the consent of Arbern to an assignment to lessee of the
Master Lease (including any renewal rights), prior to the
termination of this Sublease. In the event such consent is
obtained, the Lessor will effect such an assignment prior to the
termination of this Sublease and the Master Lease so long as
Lessee agrees to either obtain a full release from Arbern as to
the Lessor or alternatively, indemnify and hold the Lessor
harmless from any and all claims which may result from Lessee's
use of the Premises specified in the Master Lease, including, but
not limited to, any claims or damages made against Lessor and any
attorneys' fees, costs or suit money expended by Lessor at all
trial and appellate levels. Nothing in this section imposes any
obligation or duty upon the Lessor to effectuate an assignment of
the Master Lease, nor does the lessor have any control over the
terms and conditions of any such assignment as such matters would
be negotiated directly between the Lessee and Arbern ONLY after
lessor has notified lessee, in writing, that it is relinquishing
or surrendering its rights in the Master lease.
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9. Loss or Destruction of Premises: In the event of the occurrence of any
damage to the Premises, the Lessee shall notify the Lessor immediately.
If the Premises are only partially damaged, this Lease shall remain in
effect pending the completion of repairs to the same. In the event the
damage resulted from a cause beyond the Lessee's control, rent shall be
reduced proportionately to the amount of space lost in the Premises
pending the completion of repairs. Otherwise, all remaining terms and
conditions of this Lease shall remain in effect. However, in the event
the Premises are substantially damaged (more than 50% of the useable
space is rendered unusable or the Building of which the Premises is a
part is declared unsafe or unuseable), this Lease shall be subject to
termination by either the Lessor or the Lessee upon live (5) days
written notice to the other. Termination of this Lease under this
section does not effectuate a waiver of any other right of either the
Lessor or Lessee under this agreement. Under no circumstances shall the
Lessor and Arbern be liable or responsible to the Lessee for any claims
or damages which may arise as a result of the interruption of the
Lessee's business caused by the damage or destruction of the premises.
10. No Authority to Intervene with Arbern. Lessee shall have no authority to
make any agreement with Arbern with respect to the Premises or the Master
Lease. Lessee shall pay Lessee's Rent and all additional charges hereunder
directly to Lessor and not to Arbern unless notified in writing by Lessor
to extend the benefits of this agreement to Arbern under an assignment of
rights agreement, etc.
11. Matters Respecting Arbern: Any consent by Arbern to any further
assignment or sublet of the Premises by Lessee shall not he deemed or
construed to modify, amend or affect the terms and provisions of the
Master Lease, or Lessor's obligations thereunder, which shall continue
to apply to the Premises and the occupants thereof, as if this Sublease
and any such further sublease or assignment had not been made. If
Lessor defaults in the payment of any rent, upon proper notice and
demand Arbern is authorized to collect the rents due or accruing from
Lessee or any other assignee. SubLessee or other occupant of the
Premises and to apply the net amounts collected to the fixed annual
rent and additional rent reserved under the Master Lease. Any such
collection and application by Arbern shall be deemed to be payment by
Lessee to Lessor in such amount of Lessee's Rent. The receipt by Arbern
of any amounts from Lessee or any other assignee or subLessee or other
occupant of any part of the Premises shall not be deemed or construed
as releasing Lessor from its obligations under the Master Lease.
12. Security Deposit: At the inception of this Lease, the Lessee has
deposited with Lessor the sum as security for the faithful performance
and observance by Lessee of the terms and conditions of this Lease. In
the event Lessee defaults with respect to any of the terms, provisions
and conditions of this Sublease, including, but not limited to, the
payment of Lessee's Rent, Lessor may use, apply or retain the whole or
any part of the security so deposited to the extent required for the
payment of Lessee's Rent or any other sum as to which Lessee is in
default, or for any sum which Lessor may expend or may be required to
expend by reason of Lessee's default in respect to any of the terms and
conditions of this Sublease, provided that Lessor has given Lessee
reasonable written notice of such default. In the event that Lessee
shall fully and faithfully comply with all of the terms and conditions
of this Sublease, the security shall be returned promptly to Lessee
after the date faxed as the end of the term of this Sublease and after
delivery of the entire possession of the Premises to Lessor. Lessee
further covenants that it shall not assign or encumber or attempt to
assign or encumber the monies deposited herein as security and that
neither Lessor nor its successors or assigns shall be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.
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13. Exterior And Interior Signs: Lessee shall have the right, at its sole
expense and in compliance with applicable law, to place and install its
signs in the interior and exterior of the Premises except that any
permanent signs shall be subject to prior approval by tile Lessor and
Arbem which shall not be unreasonably withheld.
14. Default and Remedies of Lessor: Lessees performance of each of Lessee's
obligations under this Lease is a condition as well as a covenant.
Lessee's right to continue in possession of the Premises is conditioned
upon such performance. Time is of the essence in the performance of all
covenants and conditions. Under these circumstances in addition to any
previously identified acts of material default, Lessee shall be in
material default under this Lease:
A. If Lessee abandons the Premises
B. If Lessee fails to pay rent or any other charge required to be
paid by Lessee, for a period of three (3) days after written
notice from Lessor;
C. If Lessee fails to perform any of Lessees non-monetary
obligations under this Lease for a period of thirty (30) days
after written notice from lessor; provided that if more than
thirty (30) days are required to complete such performance,
lessee shall not be in default if Lessee commences such
performance within the thirty (30) day period and thereafter
diligently pursues its completion. However, Lessor shall not be
required to give such notice if Lessee's failure to perform
constitutes a non-curable breach of this Lease. The notice
required by this Paragraph is intended to satisfy any and all
notice requirements imposed by law on Lessor and is not in
addition to any such requirement;
D. If Lessee makes a general assignment or general arrangement for
the benefit of creditors;
E. If a petition for adjudication of bankruptcy or for
reorganization or rearrangement is filed by or against lessee and
is not dismissed within thirty (30) days;
F. If a trustee or receiver is appointed to take possession of
substantially all of Lessee's assets located at the Property or
of Lessee's interest in this Lease and possession is not restored
to Lessee within sixty (60) days; or
G. If substantially all of Lessees assets located at the Property or
of Lessee's interest in this Lease is subject to attachment,
execution or other judicial seizure which is not discharged or
stayed within thirty (30) days. If a court of competent
jurisdiction determines that any of the acts described in this
section is not a default under this Lease, and a trustee is
appointed to take possession (or if Lessee remains a debtor in
possession) and such trustee or Lessee transfers Lessee's
interests hereunder, then Lessor shall receive, as Additional
Rent, the difference between the rent (or any other
consideration) paid in connection with such assignment or
sublease and the rent payable by Lessee hereunder.
H. Remedies: On the occurrence of any material default by Lessee,
Lessor may, at any time thereafter, upon notice to Lessee, and
without limiting Lessor in the exercise of any right or remedy
which Lessor may have;
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i. Terminate Lessee's right to possession of the
Premises by any lawful means, in which case this
Lease shall terminate and Lessee shall immediately
surrender possession of the Premises to Lessor. In
such event, Lessor shall be entitled to recover from
lessee all damages incurred by lessor by reason of
Lessee's default, including the balance of all rent
due for the current lease term.
ii. Maintain Lessee's right to possession, in which ease
this Lease shall continue in effect whether or not
Lessee shall have abandoned the Premises. In such
event, Lessor shall be entitled to enforce all of
Lessor's right and remedies under this Lease,
including the right to recover the rent as it becomes
due hereunder.
iii Pursue any other remedy now or hereafter available to
Lessor under the laws or judicial decisions of the
State in which the Premises are located.
iv. In the event of a holdover by Lessee beyond the Lease
Term, including any Renewal Term or Option Period,
Lessee shall pay holdover rent on a per diem basis in
an amount equal to twice the prorated daily rent
previously in effect.
I. Cumulative Remedies: Lessor's exercise of any right or remedy
shall not prevent it from exercising any other right or remedy.
However, Lessor hereby affirmatively agrees in the exercise of any
or all of its remedies to use its best efforts to mitigate damages
and, in the event the Lease has not been terminated, to use its
best efforts to lease the Premises for the account of Lessee.
15. Notices From One Party to The Other: Any notice, request, demand,
consent, approval or other communication required or permitted under
this Lease shall be in writing and shall be deemed to have been given:
(a) when personally delivered; or (b) when delivered by reputable
courier service, e.g., Federal Express; or (c) on the third (3rd)
business day after being deposited in United States registered or
certified mail, return receipt requested, postage prepaid, and
addressed to a party at its address set forth above or to such other
address the party to receive such notice may have designated to all
other parties by ten (10) days prior written notice in accordance
herewith. In the case of the Lessee herein, the address of the Lessee
shall be deemed that of the Premises once the Lessee takes occupancy
unless the Lessor is specifically notified in writing to the contrary.
16. Governing Law. This Lease shall be governed by and construed in
accordance with the laws of the State of Florida and, if any provisions
of this lease shall to any extent be invalid, the remainder of this
Lease shall not be affected thereby.
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17. Relationship of The Parties: Nothing contained herein shall be deemed
or construed by the parties hereto, or by any third party, as creating
the relationship of principal and agent, or of partnership, or of joint
venture between the parties hereto, it being understood and agreed that
neither the method of computation of rent nor any other provision
contained herein, nor any acts of the parties hereto, shall be deemed
to create any relationship between the parties hereto other than the
relationship of lessor and lessee
18. Entire Agreement. This Sublease sets forth the entire understanding of
the parties hereto with respect to its subject matter, merges and
supersedes all prior and contemporaneous understanding with respect to
its subject matter and may not be waived or modified, in whole or in
part, except by a writing signed by each of the parties hereto. No
waiver of any provision of this Sublease in any instance shall be
deemed to be a waiver of the same or any other provision in any other
instance.
19. Construction. Headings contained in this Sublease are for convenience
only and shall not be used in the interpretation of this Sublease. This
Lease has been prepared by Lessee and its professional advisors and
reviewed by Lessor and its professional advisors. Lessor, Lessee and
their separate advisors believe that this Lease is the product of their
joint efforts, that it expresses their agreement, and that it should
non be interpreted in favor of either Lessor or Lessee or against
either merely because of their efforts in its preparation.
20. Successors and Assigns. This Sublease shall be binding upon, enforceable
against, and inure to the benefit of, the parties hereto and their
respective permissible successors and assigns, and nothing herein is
intended to confer any right, remedy or benefit upon any other person.
21. Severabilitv. If any provision of this Sublease is held to be invalid or
unenforceable by a court of competent jurisdiction, this Sublease shall
he interpreted and enforceable as if such provision were severed or
limited, but only to the extent necessary to render such provision and
this Sublease enforceable.
22. Legal Expenses: In the event that it shall become necessary for either
Lessor, Arbern or the Lessee to employ the services of attorneys to
enforce any of their respective rights under this Lease or to collect
any sums due to them under this Lease or to remedy the breach of any
covenant of this party, the non-prevailing party shall pay to the
prevailing party such reasonable fees, including paralegal fees, as
shall be charged by the prevailing party's attorneys for such services
at all trial and appellate level and post judgment proceedings and such
prevailing party shall also have and recover from the non-prevailing
party' all other costs and expenses of such suit and any appeal thereof
or with respect to any post judgment proceedings. Further, Lessor shall
be entitled to charge Lessee for any attorney's services Lessor deems
necessary to enforce the terms and conditions of the Lease, including,
but not limited to, pre-litigation services and services associated
with the evaluation of assignments and/or transfers hereunder. All such
legal fees shall he deemed Additional Rent under the terms of this Lease
23. RADON DISCLOSURE: In accordance with the requirements of Florida
Statues Section 404.056(8), the following notice is hereby given to
Lessee: RADON GAS: Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels
of the radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and
radon testing may be obtained from your County Public Health Unit.
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IMPORTANT NOTICE: THIS AGREEMENT FOR LEASE IS SUBJECT AND SUBORDINATE TO
A MASTER LEASE AGREEMENT BETWEEN THE LESSOR AND THE OWNER OF THE PROPERTY. THE
RENTAL TERMS AND CONDITIONS OF TENANCY CONTAINED HEREIN ARE NOT BINDING UPON
THE OWNER OF THE PROPERTY EXCEPT AS A DERIVATIVE LEASE UNDER THE MASTER LEASE
AGREEMENT BETWEEN THE PROPERTY OWNER AND THE LESSOR HEREIN.
IN WITNESS WHEREOF, each of the parties represents that they have the
full authority of their respective corporations to execute, deliver and bind
their respective company(s) to this Sublease agreement and each has subscribed
to the same as of the date set forth below. A copy or facsimile of this
document shall have the same force and effect as an original and any
signatures hereon shall be considered original signatures of the undersigned
parties for all purposes. Further, although each undersigned party may execute
this document in counterparts, the document shall be deemed legally binding
and complete for all purposes once executed by all parties.
For: LESSEE: IGAMES ENTERTAINMENT, INC.,
A Florida Corp
BY: ________________________ Date: ___________
Xxxxxxx Xxxxxxxx, as ___________________
For: LESSOR: XXXXXXX COMMUNICATIONS, INC.
A Florida Corporation
BY: ________________________ Date: ___________
Xxxxx Xxxxxxx, President
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