OFFICE BUILDING LEASE
THIS LEASE, made and entered into this 14th day of July, 1993, by and
between Xxxx Xxx and Xxxxxxx X. Xxxxxxxx, husband and wife, hereinafter called
"Landlord", and TransTerra Co. a Nebraska corporation, hereinafter called
"Tenant".
W I T N E S S E T H:
1. DEMISED PREMISES. Landlord does hereby demise and lease unto Tenant,
and Tenant does hereby lease and hire from Landlord, the following described
premises situated in Xxxxxxx County, Nebraska, to-wit:
The office building and land located at 0000 Xxxxx 000xx Xxxxxx, Xxxxx,
Xxxxxxxx, depicted on the survey attached hereto as Exhibit "A" attached
and by this reference incorporated herein.
Such demised premises hereinafter are referred to, as the context may require,
as the "Premises"; the "Building"; and the "Land".
2. TERM. The term of this lease shall be for twenty (20) years plus
that additional period which shall be necessary to enable the term of this
lease to end on the last day of a calendar year and shall commence on the date
on which Landlord delivers possession of the Premises to Tenant.
3. BASE RENT. Tenant agrees to pay to Landlord, without demand,
deduction, or setoff, at Omaha, Nebraska, or at such other place as Landlord
from time to time may designate in writing, a fixed minimum annual base rent
in the amount of Five Hundred Ninety One Thousand Forty and no/100 Dollars
($591,040.00), which sum shall be payable by Tenant in equal consecutive
monthly installments of Forty Nine Thousand Two Hundred Fifty Three and 33/100
Dollars ($49,253.33) each, in advance, on the first day of each month during
the term of this lease. Rent for any period of less than a calendar month
shall be prorated on a daily basis and shall be paid within ten (10) days after
the end of the period for which it is due.
4. PERMITTED USE. Tenant may use and occupy the Premises for an office
building and no other purpose. Tenant agrees to conduct its business at
all times in a responsible and reputable manner and at all times to comply with
all laws, ordinances, and governmental regulations affecting the Premises and
its cleanliness, safety, occupancy, and use. Tenant shall not commit or suffer
to be committed any waste upon the Premises.
5. LANDLORD'S COVENANTS. Landlord covenants that it is the owner of the
real estate described in paragraph 1 of this lease;
and that Landlord has full power and authority to make this lease with Tenant.
Landlord further covenants that Tenant, upon the complete and timely payment of
all rent and performance of Tenant's other obligations under this lease, shall
peacefully and quietly have, hold, and enjoy the occupancy of the Premises
throughout the term of this lease or until this lease is sooner terminated in
accordance with its provisions without any disturbance from Landlord or anyone
claiming by, through, or under Landlord.
6. MECHANIC'S LIENS. If any mechanic's lien or other lien is filed
against the Building or Land or any part thereof for any reason whatsoever by
reason of Tenant's acts or omissions or because of a claim against Tenant, then
Tenant shall cause each such lien to be cancelled and discharged of record by
bond or otherwise within ten (10) days after notice by Landlord and shall hold
Landlord harmless from any costs, expenses, damages, or liabilities directly or
indirectly resulting from such lien.
7. MAINTENANCE AND REPAIRS. Landlord, at its expense, shall keep the
Premises neat, orderly, safe, and clean and promptly shall make any and all
repairs and replacements to the Premises, to the Building and the fixtures and
equipment constituting a part thereof, and to the Land which may be required.
8. ENVIRONMENTAL MATTERS. For purposes of this paragraph "Hazardous
Substance" shall have the meaning given to such phrase in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
(42 USC Section 9601, ET SEQ.) and also shall include any flammable explosives,
radioactive materials, hazardous materials, hazardous wastes, hazardous or
toxic substances, or related materials which are regulated by any federal,
state, or local law, ordinance, rule, regulation, or policy relating to the
protection of the environment. For purposes of this paragraph an
"Environmental Regulation" is any federal, state, or local law, ordinance,
rule, regulation, or policy governing the use, storage, treatment,
transportation, manufacture, refinement, handling, production, discharge,
emission, or disposal of any Hazardous Substance. Tenant shall not use, store,
handle, produce, dispose of, discharge, take any other actions, or allow anyone
else to take any of such actions, with respect to any Hazardous Substance in,
at, on, or from the Premises in any manner which violates any Environmental
Regulation. During the term of this lease and any other periods of Tenant's
occupancy of the Premises, Tenant at its expense shall obtain, maintain in
effect, and comply with all permits and licenses required by any Environmental
Regulation applicable to Tenant or the Premises. Within three (3) business
days after Tenant is notified or otherwise becomes aware of any actual or
potential violation or alleged violation of any Environmental Regulation
involving or relating to the Premises, Tenant shall notify Landlord in writing
of such actual or potential violation or alleged violation and promptly shall
deliver to Landlord copies of any written materials that Tenant may have or
thereafter receive which pertain to or
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purport to give notice of such actual or potential violation or alleged
violation. Tenant at its expense promptly shall conduct and complete all
investigations, studies, sampling, testing, removal, and other actions
necessary to clean up and remove from the Premises any Hazardous Substance
which may have been introduced into or upon the Premises during the term of
this lease or any other period of occupancy of the Premises by Tenant, all in
accordance with and as required by any applicable Environmental Regulation and
the orders and directions of federal, state, and local governmental authorities
having jurisdiction over the Premises or such actions. Tenant shall provide
Landlord and Landlord's agents or representatives with access to the Premises
and to Tenant's files and records at all reasonable times for the purpose of
verifying Tenant's compliance with the requirements of this paragraph. Tenant
shall indemnify Landlord against and hold Landlord harmless from any and all
claims, demands, penalties, fines, liabilities, settlements, damages, costs, or
expenses of whatever kind or nature (including but not limited to attorney
fees, fees of environmental consultants, and laboratory fees) known or unknown,
contingent or otherwise, arising out of or in any way related to the presence,
release, threatened release, or disposal of any Hazardous Substance in, upon,
or from the Premises or arising out of or in any way related to the violation
by Tenant or the Premises of any Environmental Regulation during the term of
this lease and any other period of Tenant's occupancy of the Premises. The
obligations of Tenant under this paragraph shall survive the termination of
this lease and of Tenant's occupancy of the Premises.
9. SIGNS AND TRADE FIXTURES. Tenant shall not install any signs upon
the exterior of the Building without the prior written consent of Landlord,
which consent shall not be unreasonably withheld. Tenant understands that the
Building will be subject to certain architectural and other restrictions, and
it shall not be considered to be unreasonable for Landlord to withhold its
consent to the installation of any such signs in order to insure compliance
with such restrictions. The immediately preceding sentence shall not be deemed
in any way to limit Landlord's considerations in determining whether or not to
give its consent to the installation of any signs upon the exterior of the
Building, and Landlord and Tenant agree that there may be reasonable causes
other than such architectural and other restrictions for Landlord to withhold
such consent. Tenant may install in or upon the Premises and remove therefrom
such trade fixtures as it may deem necessary or appropriate to its business
operations; provided, that the removal of such trade fixtures shall cause no
material damage to the Premises. Any damage which may be caused to the
Premises by the removal of any of Tenant's trade fixtures shall be repaired by
Tenant at its expense forthwith upon the removal of any such trade fixtures;
provided, that such damage is not caused by the negligence of Landlord or its
contractors, agents, servants, employees, or anyone else for whom Landlord may
be responsible.
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10. ALTERATIONS BY TENANT. Tenant shall make no alterations or additions
whatsoever to the Premises or the Building or to any of the mechanical,
electrical, plumbing, heating, air conditioning, sprinkler, or sewer systems
serving the Premises or the Building without prior written consent of Landlord,
which consent shall not be unreasonably withheld. At the time Landlord's
consent to any alterations or additions is sought, Tenant shall submit to
Landlord plans and specifications for such work, together with a statement of
the estimated cost of such work. All such alterations or additions shall be
completed in a good and workmanlike manner with first-class materials. At
Landlord's option, any additions or alterations made to the Premises by Tenant
shall remain a part of the Premises and be surrendered therewith upon the
termination of this lease, or upon the termination of this lease Tenant shall
restore the Premises to their original condition at Tenant's expense.
11. INDEMNIFICATION. Tenant agrees to indemnify Landlord against and to
hold Landlord harmless from any and all claims or demands of any third party
arising from or based upon any alleged act, omission, or negligence of Tenant
or Tenant's contractors, concessionaires, licensees, agents, servants,
invitees, employees, or anyone else for whom Tenant may be responsible. In the
event that Landlord shall be made a party to any litigation commenced by any
third party against Tenant, for which there is no liability on Landlord's part,
then Tenant shall indemnify Landlord against and hold Landlord harmless from
such litigation and shall pay all costs, expenses, and reasonable attorneys'
fees incurred or paid by Landlord in connection with such litigation.
12. PUBLIC LIABILITY INSURANCE. Landlord at its expense at all times
during the term of this lease and any other period of occupancy of the Premises
by Tenant shall provide and maintain with respect to the Premises general
public liability insurance, with both Landlord (and any mortgagee of Landlord)
and Tenant as named insureds, which insurance shall provide coverage of not
less than $1,000,000 for personal injury and property damage. Upon Tenant's
written request Landlord shall furnish to Tenant appropriate certificates
evidencing that such insurance is in force.
13. HAZARD INSURANCE. Landlord at all times during the term of this
lease and any other period of occupancy of the Premises by Tenant shall provide
and maintain at Landlord's expense with respect to the Building fire and
extended coverage insurance to the extent of the replacement cost of the
Building, on a not less than eighty percent (80%) co-insurance basis and rent
insurance satisfactory to Landlord. Tenant understands and agrees that such
insurance will not cover any of Tenant's property, including but not limited to
leasehold improvements, in the absence of a prior written agreement between
Landlord and Tenant with respect to such coverage.
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14. EMPLOYEE PARKING. Tenant's employees shall park their motor vehicles
only in the areas of the parking lot not specifically designated by Landlord
for visitors' use.
15. ASSIGNMENT AND SUBLETTING. Tenant shall have no right to assign this
lease (whether voluntarily or by operation of law) or to sublet the Premises
without the prior written consent of Landlord, which consent shall not
unreasonably be withheld; provided that, notwithstanding Landlord's giving of
such consent, Tenant shall remain primarily liable to Landlord for the payment
of the rent and the performance of Tenant's obligations under this lease, and
in the event that any such sublease approved by Landlord shall provide for the
payment of rent in excess of rent payable under this lease, such excess rent
shall be paid to Landlord as it becomes due under the terms of such sublease.
16. ENTRY BY LANDLORD. Landlord shall have the right to enter the
Premises at all reasonable hours for the purpose of inspecting the Premises and
for all other necessary purposes; provided, that such entry shall not
unreasonably interfere with the conduct of Tenant's business. For a period
commencing six (6) months prior to the termination of this lease, Landlord may
have reasonable access to the Premises for the purpose of exhibiting the
Premises to prospective tenants thereof and may display "For Rent" signs on the
Premises.
17. BUILDING OPERATIONS. Landlord shall furnish reasonably adequate
heating and air conditioning for the Premises during normal business hours and
at such other times as Landlord may deem necessary or desirable for the
Building. Landlord shall furnish water and electricity for the Premises;
provided, that Tenant shall not install or use any equipment in the Premises
which requires unusual or excessive amounts of electricity without Landlord's
prior written consent. Landlord shall furnish reasonably adequate janitorial
service after normal business hours and during normal business hours on such
special occasions as Landlord may deem necessary. Tenant agrees that Landlord
shall have the right to discontinue any service above mentioned or any part
thereof whenever and during any period for which bills for rent or other
services are not promptly paid by Tenant. Tenant further agrees that Landlord
shall not be liable for damages, nor shall the rent provided for in this lease
be abated, for Landlord's failure to furnish or delay in furnishing any service
above mentioned when such failure to furnish, or delay in furnishing, is
occasioned, in whole or in part, by reasonably necessary repairs, renewals, or
improvements, any strike or labor controversy, any accident or casualty
whatever, any unauthorized act or default of any employee of landlord, or nay
other cause or causes beyond the reasonable control of Landlord; provided, that
Landlord shall follow reasonable maintenance and replacement schedules to
maintain the Building and the fixtures and equipment constituting a part
thereof in good operating condition.
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18. DAMAGE BY CASUALTY. If, during the term of this lease, the Premises
shall be so damaged by fire or other casualty as to be rendered wholly or
partially untenantable, then the rent shall be abated in proportion to
Tenant's loss of use of the Premises while the Premises remain wholly or
partially untenantable; and in the event of such damage Landlord shall,
within thirty (30) days after such damage, elect whether to repair the
Premises or to terminate this lease and notify Tenant in writing of such
election. If Landlord elects not to repair the Premises, then this lease
shall be deemed to have been terminated as of the date of such damage; but
Landlord and Tenant shall fulfill all of their obligations under this lease
which accrued on or before the effective date of such termination. If
Landlord elects to repair the Premises, then Landlord shall complete such
repairs within 270 days after the occurrence of such damages and, upon
completion thereof, shall so notify Tenant in writing whereupon Tenant's
obligation to pay the full amount of its rent under this lease shall resume
as of the date the repaired Premises are made available to Tenant for
occupancy.
19. BANKRUPTCY. In the event that Tenant becomes subject to voluntary or
involuntary proceedings under the Bankruptcy Reform Act of 1978 (the "Act"),
Landlord shall have all of the rights and remedies which are available to a
Landlord under the Act in such event.
20. HOLDOVER. If Tenant remains in possession of the Premises after the
termination of this lease without the execution of a new lease, then Tenant
shall be deemed to be occupying the Premises as a tenant from month-to-month,
subject to all of the conditions, provisions, and obligations of this lease.
21. WAIVERS. One or more waivers by Landlord or Tenant of a breach of
any covenant or condition by the other of them shall not be construed as a
waiver of the subsequent breach of the same covenant or condition, and the
consent or approval by Landlord or Tenant to or of any act by either requiring
the other's consent or approval shall not be deemed to waive or render
unnecessary either party's consent to or approval of any subsequent similar act
by the other party.
22. WAIVER OF CLAIMS. Tenant agrees that (except for the willful
misconduct of Landlord and Landlord's agents and employees) Landlord and
Landlord's agents and employees shall not be liable for and Tenant hereby
waives all claims for damage to persons or property sustained by Tenant or any
person claiming by, through, or under Tenant resulting from any accident or
occurrence in or upon the Premises or any part of the Building, or Land,
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 fire
or wind or other natural condition or event; (c) any defect in or failure of
plumbing, heating, sprinkler, or air conditioning equipment, electrical wiring
or equipment, gas, water,
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or steam pipes, elevators, stairs, porches, railings, driveways or walks; (d)
broken glass; (a) the backing up of any sewer pipe or downspout; (f) the
bursting, leaking, or running over of any tank, tub, washstand, water closet,
waste pipe, drain, or any other pipe or tank in, upon, or about the Premises,
or the stoppage of any utility service for the purpose of inspecting the system
or making repairs thereto; (g) the escape of steam or hot air; (h) water, snow,
or ice being upon or coming through the roof, skylight, trap door, stairs,
walks, or any other place upon or near the Premises or otherwise; (i) the
falling of any fixtures, plaster, or stucco; and (j) any act, omission, or
negligence of co-tenants or of other persons or occupants of the Building or of
adjoining or contiguous buildings or of owners of adjacent or contiguous
property.
23. NOTICES. Whenever under this lease a provision is made for notice of
any kind, such notice and the service thereof shall be deemed sufficient if
such notice to Tenant is in writing addressed to Tenant at the Premises, and is
delivered personally or sent by certified mail with postage prepaid, and if
such notice to Landlord is in writing addressed to Landlord at ________________
____________________________________ and is delivered personally or sent by
certified mail with postage prepaid. Either party may by notice to the other
party change the address at which it wishes to receive any notice given under
this lease.
24. RELATIONSHIP OF PARTIES. Nothing contained in this lease shall be
deemed or construed by the parties hereto, or by any third party, to create 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 landlord and tenant.
25. REAL ESTATE TAXES. Landlord agrees to pay, prior to delinquency, the
general real estate taxes on the Land and Building whose delinquency dates
occur during the term of this lease.
26. DELAYS IN PERFORMANCE. The performance by Landlord and Tenant of any
of their respective obligations or undertakings provided for in this lease
(except the payment of rent or any other sums of money payable by Tenant under
this lease) shall be excused and no default shall be deemed to exist in the
event and so long as the performance of any such obligation or undertaking is
prevented, delayed, retarded, or hindered by any act of nature, fire,
earthquake, flood, explosion, action of the elements, war, riot, failure of
transportation, strikes, lockouts, action of labor unions, condemnation, laws,
orders of government or civil or military authorities, inability to procure
labor, equipment, facilities, materials or supplies in the open market, or any
other cause beyond the control of Landlord or Tenant, as the case may be.
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27. DELINQUENT PAYMENTS. If any rent or other sums due and payable by
Tenant under this lease are not paid within ten (10) days after such rent, or
other sums are due and payable, then such unpaid base rent, additional rent, or
other sums shall bear interest at the rate of twelve (12%) per cent per annum,
or, if lower, at the maximum contract interest rate allowable by law from their
respective due dates until paid.
28. DEFAULT. If Tenant defaults in the payment of any rent or other sums
due and payable to Landlord under this lease and such default continues for a
period of ten (10) days, or if Tenant shall violate or default in the
performance of any covenants, agreements, stipulations or other conditions
contained herein (other than the payment of rent and other sums payable under
this lease) and such violation or default continues for a period of thirty (30)
days after written notice of such violation or default has been given by
Landlord to Tenant (or, in the case of a default not curable within thirty (30)
days, if Tenant shall fail to commence to cure the same within thirty (30) days
and thereafter proceed diligently to complete the cure thereof), then
Landlord, at its option, upon fifteen (15) days prior written notice to Tenant
may re-enter and repossess the Premises, with or without process of law, and
declare this lease terminated and the term of this lease ended forthwith.
Landlord may use such force as may be necessary to remove all persons and
property then located in the Premises, and Landlord shall not be liable for
damages by reason of such re-entry and repossession. Notwithstanding such re-
entry and repossession by Landlord, the liability of Tenant for the payment of
the rent and other sums due hereunder and for the performance of Tenant's other
obligations hereunder for the balance of the term of this lease shall not be
relinquished or extinguished; and Landlord at any time may commence such one or
more actions as it may deem necessary to collect any sums due from Tenant under
this lease. In the event of any such re-entry and repossession, Landlord shall
have the right to relet all or any portion of the Premises upon such terms and
conditions as Landlord may deem appropriate; and any such reletting shall not
relieve Tenant of any of its obligations to Landlord under this lease, except
to the extent of any net rentals actually received by Landlord from such
reletting after deducting all of Landlord's expenses (including but not limited
to legal expenses, brokerage commissions, and the costs of remodeling the
Premises so as to render it suitable for reletting) incurred in preparing for
and accomplishing such reletting. Tenant further agrees to pay, in addition to
the rentals and other sums agreed to be paid hereunder, such additional sums as
a court of competent jurisdiction may adjudge reasonable as attorneys' fees in
any suit or action resulting in a judgment in favor of Landlord instituted by
Landlord to enforce the provisions of this lease or the collection of the
rentals or other sums payable by Tenant hereunder.
29. SHORT-FORM LEASE. Both parties agree not to record this lease; but
each party hereto agrees, at the request of the other, to execute a so-called
"short form" of lease in form recordable and
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reasonably satisfactory to Landlord's attorneys. In no event shall such "short
form" lease set forth the rental and other charges payable by Tenant under this
lease, and any such "short form" lease shall expressly state that it is
executed pursuant to the provisions contained in this lease and is not intended
to vary the terms and conditions of this lease.
30. SUBORDINATION. Landlord may assign its rights under this lease as
security to the holders of one or more mortgages (which term shall include a
mortgage, trust deed, or other encumbrance) now or hereafter in force against
all or any part of the Building, or Land. Upon the request of Landlord, Tenant
will subordinate its rights hereunder to the lien of one or more mortgages
(which term shall include a mortgage, trust deed, and other encumbrance) now or
hereafter in force against all or any part of the Building, or Land and to all
advances made or hereafter to be made upon the security thereof; provided, that
any such mortgage shall provide that the mortgagee, in the event of its
acquiring title to the Building or Land, whether through foreclosure, judicial
process, or otherwise, shall recognize the validity of this lease and shall
honor the rights of Tenant hereunder so long as Tenant (a) is not in default
under this lease at the time such mortgagee acquires such title and (b) agrees
to attorn to such mortgagee as if it were the original Landlord hereunder.
31. CUMULATIVE RIGHTS. The rights, options, elections and
remedies of both parties contained in this lease shall be cumulative and may be
exercised on one or more occasions; and none of them shall be construed as
excluding any other or any additional right, priority, or remedy allowed or
provided by law.
32. EMINENT DOMAIN. If the whole of the Premises shall be taken by any
public authority under the power of eminent domain, then the lease term shall
cease as of the date possession shall be taken by such public authority; and
Tenant shall pay rent up to that date with an appropriate refund by Landlord of
such rent as shall have been paid in advance for a period subsequent to the
date of the taking of possession. If less than twenty-five percent (25%) of
the floor space of the Premises shall be so taken, then the lease term shall
cease only as to the part taken as of the date possession shall be taken by
such public authority, and Tenant shall pay its full rent up to that day with
an appropriate refund to Tenant of such rent as may have been paid in advance f
or a period subsequent to the date of the taking; and in such event, Landlord
at its expense shall make all necessary repairs and alterations to the Premises
and the Building so as to constitute the remaining premises a complete
architectural unit. If more than twenty-five percent (25%) of the floor space
of the Premises shall be so taken, then the lease term shall cease only as to
the part so taken from the date possession shall be taken by such public
authority, and Tenant shall pay its full rent up to that day with an
appropriate refund by Landlord of such rent as may have been paid in advance
for a period subsequent to the date of the taking,
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except that either party shall have the right to terminate this lease upon
notice in writing to the other party given within thirty (30) days after such
taking of possession; in the event Tenant remains in possession and Landlord
does not so terminate, then all of the terms herein provided shall continue in
effect except that the Base Rent shall be equitably adjusted, and Landlord
shall make all necessary repairs or alterations to the Premises and the
Building so as to constitute the remaining premises a complete architectural
unit. If more than fifty percent (50%) of the floor space in the Building shall
be taken under the power of eminent domain, either party may, by notice in
writing to the other delivered on or before the day of surrendering possession
to the public authority, terminate this lease; and all rent under this lease
shall be computed to the date of such termination. All compensation awarded for
any taking under the power of eminent domain, whether for the whole or any part
of the Premises, shall be the property of the Landlord, whether such damages be
awarded as compensation for diminution in the value or loss of the leasehold or
for diminution in the value of or loss of the fee of the Premises or
otherwise; and Tenant hereby assigns to Landlord all of Tenant's right, title,
and interest in and to any and all such compensation except for moving costs.
33. ADJUSTMENT. Notwithstanding the foregoing provisions of this
Paragraph 33, if for any calendar year during the term of this Lease, should
real estate taxes, insurance, utilities, maintenance and repairs, and all other
ordinary and necessary expenses (excluding provisions for depreciation and/or
amortization and expenditures of a capital nature) which are the obligations of
the Landlord hereunder, hereafter referred to as operating expenses and which
term specifically excludes any payments of principal or interest on any
purchase money mortgage on the Premises, exceed Two Hundred Seventy-Five
Thousand Dollars ($275,000.00), then the rent for such calendar year shall
automatically be increased by such excess. Any additional rent required of
Tenant pursuant to the provisions of this paragraph shall be payable within ten
(10) days of demand by landlord, which demand shall be accompanied by an
accounting setting forth the computation of how such additional rent was
determined.
34. CONTINUOUS OCCUPANCY. Tenant agrees continuously throughout the term
of this lease to occupy the Premises and to conduct its business therefrom
during all normal business hours, except when the Premises are untenantable by
reason of the occurrence of any damage thereto or the destruction thereof.
35. BINDING AGREEMENT. All rights and liabilities herein given to or
imposed upon the respective parties hereto shall extend to and bind the
respective heirs, executors, Administrators, legal representatives, successors,
and assigns of such parties. No rights, however, shall inure to the benefit of
any assigns of Tenant unless the assignment thereof to such assignee has been
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approved by Landlord in writing if such approval is required by this lease.
36. ESTOPPEL CERTIFICATES. Tenant, from time to time upon written
request from Landlord, agrees to execute, acknowledge, and deliver to
Landlord, in form reasonably satisfactory to Landlord or Landlord's
mortgagee, a written statement certifying that Tenant has accepted the
Premises, that this lease is unmodified and in full force and effect (or, if
there have been modifications, that this lease is in full force and effect as
modified, setting forth the modifications), that Landlord is not in default
hereunder, the date to which the rent and other amounts payable by Tenant
have been paid in advance (if any), and such additional facts as reasonably
may be required by Landlord or Landlord's mortgagee. Tenant understands and
agrees that any such statement delivered pursuant to this paragraph may be
relied upon by any prospective purchaser or mortgagee of the Premises and
their respective successors and assigns.
37. GOVERNING LAW. This lease shall be governed by and construed in
accordance with the laws of the State in which the Premises are located.
38. MULTIPLE COUNTERPARTS. This lease may be executed in multiple
counterparts, each of which shall be deemed to be an original for all purposes.
39. DEFINITIONS. Except as otherwise expressly stated in this lease, the
"term" of this lease shall include the original term and any additional term
or extended term, and references to this "lease" shall include this instrument
and any properly executed amendment thereof or supplement thereto.
40. NO PERSONAL LIABILITY. Anything in this lease to the contrary
notwithstanding, Tenant agrees that it will look solely to the equity, estate,
and property of Landlord in the Building, and Land (subject to prior rights of
the holder of any mortgage or deed of trust thereon) for the collection of any
judgment requiring the payment of money by Landlord in the event of any default
on the part of Landlord in the observance or performance of any of the terms,
covenants, and conditions of this lease to be observed or performed by
Landlord; and Tenant understands and agrees that no other assets of Landlord
shall be subject to levy, execution, or other process for the satisfaction of
any such judgment or for the enforcement of any rights or remedies of Tenant.
41. SALE OR UNDERLYING LEASE. In the event of a sale or transfer of the
Building and Land or any undivided interest therein, or in the event of the
making by Landlord of an underlying lease of the Building and Land, the
respective grantor, transferor, or landlord, as the case may be, thereafter
shall be entirely relieved of all obligations to be performed by Landlord under
this lease to the extent of the interest in or portion of the Building,
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and Land so sold, transferred, or leased; and, without further agreement
between any of the parties hereto and the purchaser or transferee in the event
of any such sale or transfer, as the case may be, such purchaser, or transferee
shall be deemed to have assumed and agreed to carry out all of the obligations
of Landlord under this lease. Notwithstanding the foregoing provisions of this
paragraph, the grantor, transferor, or landlord, as the case may be, referred
to in this paragraph shall not be relieved of any liability to Tenant arising
or occurring prior to the sale transfer, or lease referred to herein.
42. PARAGRAPH TITLES. The titles of the various paragraphs of this lease
have been inserted merely as a matter of convenience and for reference only
and shall not be deemed in any manner to define, limit, or describe the scope
or intent of the particular paragraphs to which they refer or to affect the
meaning or construction of the language contained in the body of such
paragraphs.
43. SEVERABILITY. If any provision of this lease shall be declared
legally invalid or unenforceable, then the remaining provisions of this lease
nevertheless shall continue in full force and effect and shall be enforceable
to the fullest extent permitted by law.
44. TIME OF ESSENCE. Time is of the essence of this lease, and all
provisions of this lease relating to the time of performance of any obligation
under this lease shall be strictly construed.
45. BROKERS. Tenant warrants that it had no dealings with any broker or
agent in connection with the negotiations for or execution of this lease other
than Landlord's broker, if any; and Tenant agrees to indemnify Landlord against
and to hold Landlord harmless from any and all cost, expense, or liability for
commissions or other compensation or charges claimed by any other broker or
agent with respect to this lease.
46. NUMBER AND GENDER. Where the context of this lease requires,
singular words shall be read as if plural, plural words shall be read as if
singular, and words of neuter gender shall be read as if masculine or feminine.
47. COMPLETION OF PREMISES. Tenant accepts the Premises "as is".
48. SECURITY DEP0SIT. No security deposit shall be required of Tenant.
49. ENTIRE AGREEMENT. Tenant and Landlord hereby agree that this
document and the Exhibits hereto which are listed below represent the entire
agreement between the parties hereto with respect to the Premises and that
there are no other agreements,
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promises, or representations, written or verbal, between the parties hereto
pertaining to the Premises or the subject matter hereof. This lease may not be
amended or supplemented orally but only by an agreement in writing which has
been signed by the party against whom enforcement of any such amendment or
supplement is sought.
50. EXHIBITS. Exhibit "A" is attached hereto and made a part
of this lease.
IN WITNESS WHEREOF, Landlord and Tenant have executed this
lease on the day and year first above written.
/s/ Xxxx Xxx Xxxxxxxx
---------------------------
Xxxx Xxx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxxx
LANDLORD
TRANSTERRA CO., a Nebraska
corporation
By: /s/ Xxxx Xxx Xxxxxxxx
------------------------
Title: President
---------------------
TENANT
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