LEASE
THIS LEASE, made November 6, 1991, between Raybec Manage Co., Ltd. (herein
called Lessor), and Wisdom Toothbrush Company (herein called Lessee), whereby
Lessee has leased premises from Lessor, and Lessor has demised to Lessee,
certain premises containing approximately 4,607 square feet, and designated as
Unit T, as outlined in red on the attached building floor plan (herein called
Leased Premises); said Leased Premises are located in a building commonly known
as 000 X. Xxxxxxxxx Xxxx, Xxxxxxxxx, XX (herein called Building), containing
approximately 85,667 square feet, situated on a parcel of ground (herein called
Site), the vacant portion of which is or will be improved with parking areas,
driveways and landscaping.
The lease Term will be for a term of three years and will commence on
January 1, 1992 and terminate December 31, 1994 (herein called Lease Term).
The term rental will be $94,428 (herein called Term Rent) payable monthly
in advance in installments of $2,496, each (herein called Monthly Installments).
"Lessee's Proportionate Share" as such term is hereinafter used shall be 5.4%.
Lessee has deposited with Lessor the sum of $4,992 as Security Deposit. Leased
Premises shall be used only for Office and Distribution of Toothbrushes and
related items (herein called the Specified Use). "Holdover Rental" as such term
is hereinafter used, shall be $250 per day. Until otherwise notified in writing
by Lessor, the Term Rental, Monthly Installments and all other sums to be paid
by the Lessee to Lessor hereunder shall be made payable to the order of Raybec
Management Co., Ltd. At 0000 Xxxxx Xxxxx Xxxx, Xxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have executed this Lease the day and year
first above written, intending thereby to incorporate and include therein, all
terms, conditions and provisions contained in Sections 1 through 11 (consisting
of 11 pages attached hereto) as though the said Sections had been hereinbefore
fully set forth.
__________________________________ _________________________________________
__________________________________ _________________________________________
(Title) (Title)
By: /s/ Xxxxx Xxx By: /s/ Xxxx Xxxxxx, President
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ATTEST:___________________________ ATTEST:__________________________________
(Title) (Title)
(seal) LESSOR (seal) LESSEE
Section 1. RENTAL
1.1 Lessee agrees to pay the Term Rent to Lessor in Monthly Installments
payable one each in advance on or before the first day of every calendar month
of the Lease Term, in lawful money of the United States or by good check or
draft (subject to collection).
1.2 Lessee shall pay to Lessor, as additional rental, Lessee's
Proportionate Share of the amount by which the annual real estate taxes and
special assessments on the property of which Leased Premises are a part exceed
the sum of $118,705. Lessee shall not be responsible or liable for any income or
other taxes of the Lessor. Lessor shall submit to Lessee a statement showing the
computations upon which the Lessee's liability, if any, is based. On or before
fifteen (15) days immediately following such notification, Lessee shall pay an
amount equal to such adjustment for such prior calendar year or portion thereof,
and for each month of the current calendar year in which the notification is
received, Lessee shall pay an amount equal to one-twelfth (1/12) of such rent
adjustment, the installments of rent adjustment payable for each month of the
current calendar year prior to the date of such notification being due and
payable within fifteen (15) days after such notification. Rental adjustment
resulting from an increase in real estate taxes for any odd portion of a
calendar year at the end of the Lease Term shall be prorated on a per diem
basis.
Section 2. SECURITY DEPOSIT
The Security Deposit may be applied by Lessor for the purpose of curing any
default or defaults of Lessee under this Lease. If said sum or any part thereof
is used, applied or retained in curing any such default, Lessee shall, upon
demand, immediately deposit with Lessor an amount in cash equal to the amount so
used, applied or retained. Default by Lessee in paying to Lessor any amount
required to restore the Security Deposit after any application thereof, shall
afford to Lessor the same remedies as in the default of the payment of rent. If
Lessee has not defaulted hereunder, or if Lessor has not applied said sum to
said default, then the Security Deposit or any portion thereof not so applied by
Lessor shall be paid to Lessee at the termination of this Lease. In the event of
a bona-fide sale of the Site and the Building, Lessor shall have the right to
transfer the Security Deposit to the purchaser to be held under the terms of
this Lease and, in such event, Lessor shall be released from all liability for
the return of such Security Deposit to Lessee.
Section 3. UTILITY SERVICES
3.1 Lessee shall promptly pay for all public utilities rendered or
furnished, and metered to the Leased Premises during the terms of this Lease.
Lessee shall not waste or permit the waste of water, or use the water for any
purpose other than those stated. Lessor periodically will xxxx Lessee for
Lessee's Proportionate Share of all water bills received by Lessor for water
metered to the Building and Lessee shall pay such amount not later than the date
for the next Monthly Installment. Lessee may, at its own cost, install a
submeter to meter water delivered to the Leased Premises and in such event
Lessee shall be free of the restrictions regarding water usage and shall pay
Lessor for water used according to meter readings (at the rate charged by the
supplier of such water) in lieu of paying the aforesaid percentage of bills for
all water metered to the Building. All leases heretofore or hereafter executed
with respect to premises in the Building will contain identical restrictions
with respect to the use, misuse or wasting of water, except where the Lessee
installs a submeter at its cost (and such submetered water will be deducted
prior to computing Lessee's obligation for such water bills). Lessor shall not
be liable for damages, by abatement of rent or otherwise, for interruption or
failure of, or delay in, furnishing any service or utility, whether the
responsibility of Lessor or of others, when the same is occasioned by causes
beyond the reasonable control of Lessor, and no such interruption, failure or
delay shall be deemed and eviction or disturbance of Lessee's use of the Leased
Premises.
Section 4. USE
4.1 Lessee may use the Leased Premises for the Specified Use. Lessee shall
not injure, overload, deface or otherwise harm Site, Building or Leased Premises
nor
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permit the same; nor commit any nuisance; nor permit the emitting of any
objectionable noise or odor; nor burn any trash or refuse thereon or therein;
nor sell, display, distribute or give away any alcoholic liquors or beverages;
nor make or permit any use of Leased Premises which is improper, offensive or
contrary to any law or ordinance, or which will invalidate or increase the cost
of any of Lessor's insurance (including the keeping or storage of any article of
dangerous, inflammable or explosive character) or which would increase the
danger of fire in Leased Premises or in the Building, nor obstruct or permit the
obstruction of driveways, walks, parking areas and other common areas of Site.
4.2 Lessee shall not exhibit, inscribe, paint or affix any sign,
advertisement, notice or other lettering (hereinafter referred to as "signs") on
any part of the Site, exterior of the Building, or in the windows, without the
express prior written consent of Lessor, which consent will not be unreasonably
withheld. Lessor shall have, at any time and from time to time, the right to
establish rules and regulations setting forth uniform characteristics for all
signs on the Building and Site, and Lessor's refusal to consent to any sign not
meeting such characteristics shall not be deemed to be unreasonable. In the
event of the violation of the foregoing, Lessor may remove same without any
liability, and may charge the expense incurred by such removal to Lessee. Lessee
may, however, place a sign on the front door of Leased Premises which sign shall
be installed by Lessor at the expense of Lessee, and shall be (i) for
identification purposes only; (ii) uniform with all other such signs on
Building; and (iii) of a size, color and style acceptable to Lessor.
4.3 Lessee shall not make changes and alterations in or of Leased Premises,
without Lessor's prior written consent first had, which consent shall not be
unreasonably withheld. Any change or alteration shall be made in strict
accordance with all building and zoning laws and with the rules and regulations
of any governmental authority and of the National Board of Fire Underwriters or
any other body exercising similar functions. The cost of any such change or
alteration shall be paid in cash, or its equivalent, so that Leased Premises,
Building and Site shall at all times be free of liens for labor and materials
supplied or claimed to have been supplied to Leased Premises.
Section 5. CONDITION OF PREMISES
5.1 Lessee's taking possession of the Leased Premises shall be conclusive
evidence that Leased Premises were in good order and satisfactory condition when
Lessee took possession, with the exception of those items if any, detailed in a
written list executed by Lessor and Lessee at or prior to acceptance of
possession. No promise of Lessor to alter, remodel, complete or improve Leased
Premises or Building or Site, and no representation concerning the condition of
Leased Premises or Building or Site have been made by Lessor to Lessee unless
same is contained herein or is contained in agreed plans and specifications
signed by both parties. At the termination of this Lease by lapse of time or
otherwise, Lessee shall return Leased Premises in good order and condition, loss
or damage by fire or other casualty, conditions which are the responsibility of
Lessor to repair pursuant to the terms of Section 6.2 hereof, and ordinary wear
and tear expected.
Section 6. UPKEEP OF LEASED PREMISES, BUILDING AND SITE
6.1 Except for repairs require in 6.2 hereof to be performed by Lessor,
Lessee agrees at its sole cost and expense: to keep Leased Premises, equipment,
facilities and fixtures therein (including the heating systems, air-conditioning
systems, plumbing fixtures, light fixtures, bulbs and tubes) neat, clean and in
good order, repair and condition (including all necessary painting and
decorating), replacing all broken glass with glass of the same size and quality
as that broken; to keep Leased Premises in a safe, clean and healthful
condition, required by any law or ordinance or order or regulation of any public
authority; to comply with all local or general regulations, laws and ordinances
applicable to Lessee's use of Leased Premises, as well as lawful requirements of
all competent authorities in that behalf; to make all repairs, alterations,
additions or replacements to Leased Premises (including equipment, facilities or
fixtures therein) required by law or ordinance or any order or regulation of any
public authority because of Lessee's use of Leased Premises, and to keep Leased
Premises equipped with all safety appliances required because of such use and to
furnish any licenses and permits required for any such use. Lessee shall also
repair any damage to Site, Building or Leased Premises caused by Lessee's fault
or negligence.
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6.2 Lessor shall at its own expense keep Site (including drives, driveways,
walks, parking areas, landscaping, sewer and water lines), and Building
(including the exterior of Leased Premises and structural supports and exterior
walls and roof thereof) in good condition, order and repair (excluding damage
caused by Lessee's fault or negligence), and free of snow, and will make all
repairs, alterations, and additions which are required to conform with all laws,
ordinances, orders or regulations of any public authorities having jurisdiction,
except repairs, alterations and additions required because of Lessee's use of
Leased Premises.
Section 7. INDEMNIFICATION AND RELEASE OF CLAIMS
7.1 Lessee will at all times hold Lessor, its beneficiaries and the
management of the Building harmless and indemnified against any loss, damage,
cost, expense or liability resulting to any person or property by reason of any
use which may be made of the Leased Premises or any part thereof, unless such
loss, damage, cost, expense or liability shall be caused by the sole negligence
of Lessor; and Lessee will hold Lessor and Site, Building and Leased Premises
harmless, indemnified and free and clear of any and all claims, demands,
penalties, liabilities, judgments, costs and expenses, including reasonable
attorneys' fees, arising in connection with any use of Leased Premises by Lessee
or its employees, agents or servants.
7.2 Neither Lessor nor Lessee shall be liable to the other for any business
interruption or any loss or damage to property or injury to or death of persons
occurring on Site, in Building or in Leased Premises or in any manner growing
out of or connected with the Lessee's use and occupation of Leased Premises,
Building and Site, or the condition thereof, whether or not caused by the
negligence or other fault of Lessor or Lessee, or of their respective agents,
employees, subtenants, licensees, or assignees. This release shall apply only to
the extent that such business interruption, loss or damage to property or injury
to or death of persons is covered by insurance. Nothing herein shall be
construed to impose any other or greater liability upon either Lessor or Lessee
than would have existed in the absence of this Section 7.2. This release shall
be in effect only so long as the applicable insurance policies contain a clause
to the effect that this release shall not affect the right of the insured to
recover under such policies. Such clauses shall be obtained by the parties
whenever possible. The release in favor of Lessor contained herein, is in
addition to, and not in substitution for, or in diminution of the hold harmless
and indemnification provisions of Section 7.1 hereof.
Section 8. INSURANCE
8.1 At all times subsequent to Lessee taking possession of Leased Premises,
it shall, at its sole cost and expense maintain:
(a) Comprehensive General Public Liability Insurance against claims
for bodily injury, death or property damage occurring in connection with
the use and occupancy of Leased Premises, naming Lessee and Lessor,
Lessor's beneficiaries and the management of Building as the named
insureds, such insurance to afford protection to the limit of not less than
Five Hundred Thousand ($500,000.00) Dollars in respect to injury or death
of a single person, and to the limit of not less than One Million
($1,000,000.00) Dollars in respect to any one accident, and to the limit of
not less than One Hundred Thousand ($100,000.00) Dollars in respect to
property damage.
(b) Steam Boiler Insurance on all steam boilers, pressure tanks and
other such apparatus, if any shall, from time to time, be installed by
Lessee on Leased Premises, in such amount as Lessor may from time to time
reasonably require.
(c) At all times when any work is in process in connection with any
change or alteration being made by Lessee, Lessee shall maintain Xxxxxxx'x
Compensation insurance covering all persons employed in connection with the
work and with respect to whom death or bodily injury claims could be
asserted against Lessor or its beneficiaries, as well as Lessee or Leased
Premises.
8.2 Lessee shall furnish Lessor with a duplicate certificate or
certificates of such insurance and not less than ten (10) days prior to the
expiration date of any policy, will furnish Lessor with a new policy or
certificate
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therefor or a renewal thereof, in substitution of the expiring policy. Each such
policy which Lessee is required to procure and maintain hereunder shall be
issued by insurers of recognized responsibility licensed to do business in
Illinois, and shall contain an agreement or endorsement that it will not be
canceled by the insurer without at least ten (10) days' prior written notice to
Lessor.
8.3 Lessee will not do, suffer or permit any act or omission, whether upon
Leased Premises or otherwise, which might or would result in voiding or
impairing the obligations of any such policy of insurance.
Section 9. FIRE AND CASUALTY
9.1 If Leased Premises are substantially destroyed or rendered untenantable
by fire or other casualty, Lessor shall have the right to terminate this Lease
by notice in writing to Lessee mailed within twenty (20) days of the fire or
other casualty. In any case of fire or other casualty damage to Leased Premises
(except where this Lease is terminated by Lessor as hereinbefore provided),
Lessor shall repair and rebuild Leased Premises within one hundred and twenty
(120) days of the fire or other casualty, and upon failing to do so, Lessee
shall have the right to terminate this Lease by notice in writing to Lessor
mailed within twenty (20) days thereafter. If any such fire or other casualty
renders Leased Premises or any portion thereof untenantable, the rent to be paid
by Lessee hereunder shall xxxxx by an amount bearing the same ratio to the total
amount of rent for the period of untenantability as the untenantable portion of
Leased Premises bears to the entire Leased Premises during the period beginning
with the date of such fire or other casualty and ending with the date when
Leased Premises are again rendered tenantable.
Section 10. CONDEMNATION
10.01 If the whole of Leased Premises shall be taken for any public or
quasi-public use under statute or by right of eminent domain or by private
purchase in lieu thereof, then this Lease shall automatically terminate as of
the date the title shall be taken. If any portion of Leased Premises shall be so
taken as to render the remainder thereof unusable for the purpose for which
Leased Premises were leased, then Lessor and Lessee shall each have the right to
terminate this Lease on thirty (30) days' notice to the other given within sixty
(60) days after the date of such taking. In the event neither party shall
exercise the aforesaid right to terminate, the rent payable under this Lease
shall be equitably apportioned according to the space so taken, and Lessor
shall, at its own cost and expense, restore the remaining portion of Leased
Premises to the extent necessary to render it reasonably suitable for the
purposes for which it was leased and shall make all repairs to Building to
Building to the extent necessary to constitute Building a complete architectural
unit, provided the cost thereof shall not exceed the proceeds of Lessor's
condemnation award. Lessee shall not be entitled to receive any part of any
award or awards that may be made to or received by Lessor, but Lessee may
prosecute any claim against the condemning authority in such condemnation
proceedings for damages which it may have sustained; provided, however, that no
such claim shall diminish or otherwise adversely affect Lessor's award or the
award of any fee mortgage.
Section 11. ASSIGNMENT AND SUBLETTING
11.1 Lessee shall not sublet any part of Leased Premises nor assign this
Lease, without in each and every case Lessor's prior written consent thereto
first had, which consent shall not be unreasonably withheld, provided, however,
that Lessee shall remain liable hereunder, norwill Lessee make or permit any
transfer of this Lease or any interest hereunder by operation of law.
Section 12. LESSOR'S PERFORMANCE OF LESSEE'S COVENANTS
12.1 Should Lessee at any time fail or omit to do any act or thing provided
under this Lease to be done by Lessee, Lessor may in its sole discretion after
ten (10) day's written notice to Lessee, itself do or cause to be done such act
or thing (including the payment of any claim or lien upon Leased Premises made
or filed by any laborer, supplier, materialman, principal contractor,
subcontractor, or other person, whether for work, labor or services performed
upon, or materials supplied to Leased Premises). All monies paid by Lessor shall
be and constitute so much additional rental due hereunder from Lessee to Lessor
to be due and payable upon notice given by Lessor of the nature and amount
thereof, on the first day of the calendar month next succeeding the month during
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which Lessor shall have given notice, with interest upon any such amount at the
rate of twelve percent (12%) per annum from the date of payment by Lessor until
repayment to Lessor by Lessee.
Section 13. RIGHTS RESERVED TO LESSOR
13.1 Lessor reserves the following rights:
(a) To have pass keys to Leased Premises and no locks shall be changed
without the prior written consent of Lessor;
(b) To enter the Leased Premises for the purpose of making inspections
or repairs, alterations or improvements connected with any portion of
Leased Premises during reasonable hours, and at any time in the event of an
emergency;
(c) To show Leased Premises to prospective lessees or brokers during
the last six months of the Term of this Lease (and if vacated during such
period, to prepare Leased Premises for reoccupancy) and to prospective
purchasers at all reasonable times, provided prior notice is given to
Lessee in each case;
(d) To designate and/or approve, prior to installation, all types of
window shades, blinds, drapes, awnings, window ventilators, and other
similar equipment, and to control all internal lighting that may be visible
from the exterior of Building.
Section 14. SUBORDINATION TO EXISTING AND FUTURE MORTGAGES
14.1 At the option of Lessor's mortgagee, this Lease shall be subject and
subordinate at all times to the lien of any existing mortgage or mortgages and
of mortgages which hereafter may be made a lien on Site and/or Building;
provided that so long as Lessee is not in default under this Lease, its
possession of Leased Premises and its rights and privileges hereunder shall not
be interfered with by the mortgagee or any purchaser upon a foreclosure of such
mortgage. Although no instrument or act on the part of the Lessee shall be
necessary to effectuate such subordination, the Lessee shall nevertheless
execute and deliver such further instruments subordinating this Lease to the
lien of any such mortgages as may be desired by the mortgagee, provided the same
acknowledges Lessee's rights as hereinbefore specified. The Lessee hereby
appoints the Lessor its attorney-in-fact irrevocably to execute and deliver any
such instrument for the Lessee.
Section 15. RIGHTS AND REMEDIES
15.1 If default shall be made in the payment of any sum required to be paid
by Lessee under this Lease, and default shall continue for five (5) days after
written notice to Lessee, or default shall be made in the performance of any of
the other covenants or conditions which Lessee is required to observe and
perform, and such default shall continue for fifteen (1) days after written
notice to Lessee, or if the interest of Lessee under this Lease shall be levied
on under execution or other legal process, or if any portion shall be filed by
or against Lessee to declare Lessee a bankrupt or to delay, reduce or modify
Lessee's debts or obligations, or if any petition shall be filed or other action
taken to reorganize or modify Lessee's capital structure if Lessee be a
corporation or other entity, or if Lessee be declared insolvent according to
law, or if any assignment of Lessee's property shall be made for the benefit of
creditors, or if a receiver or trustee is appointed for Lessee or its property,
or if Lessee shall abandon Leased Premises during the term of this Lease, then
Lessor may treat the occurrence of any one or more of the foregoing events as a
breach of this Lease (provided that no such levy, execution, legal process or
petition filed against Lessee shall constitute a breach of this Lease if Lessee
shall vigorously contest the same by appropriate proceedings and shall remove or
vacate the same within thirty (30) days from the date of its creations, service
or filing) and thereupon, at its option, may without notice or demand of any
kind to Lessee or any other person, have any one or more of the following
described remedies in addition to all other rights and remedies provided at law
or in equity:
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(a) Lessor may terminate this Lease and forthwith repossess Leased Premises
and be entitled to recover forthwith as damages a sum of money equal to the
balance of the Term Rent then remaining unpaid hereunder (without commutation,
in consideration of disregarding any rent adjustments pursuant to Section 1.2
hereof) less the fair rental value of Leased Premises for said period, and any
other sum of money and damages owed by Lessee to Lessor;
(b) Lessor may terminate Lessee's right of possession and may repossess
Leased Premises by forcible entry or detainer suit or otherwise, without demand
or notice of any kind to Lessee and without terminating this Lease, in which
event Lessor may, but shall be under no obligation so to do, relet the same for
the account of Lessee for such rent and upon such terms as shall be satisfactory
to Lessor. For the purpose of such reletting Lessor is authorized to decorate or
to make any repairs, changes, alterations or additions in or to Leased Premises
that may be necessary or convenient, and if Lessor shall fail or refuse to relet
Leased Premises, or if the same are relet and a sufficient sum shall not be
realized from such reletting after paying all of the costs and expenses of such
decorations, repairs, changes, alterations and additions and the expense of such
reletting and of the collection of the rent accruing therefrom to satisfy the
rent provided for in this Lease to be paid, then Lessee shall pay to Lessor as
damages a sum equal to the amount of the rental reserved in this Lease for such
period or periods, or if the Leased Premises have been relet the Lessee shall
satisfy and pay any such deficiency upon demand therefor from time to time and
Lessee agrees that Lessor may file suit to recover any sums falling due under
the terms of this Section 15.1(b) from time to time, and that no delivery or
recovery of any portion due Lessor hereunder shall be any defense to any
subsequent action brought for any amount not theretofore reduced to judgment in
favor of Lessor.
15.2 Upon the termination of this Lease or upon the termination of Lessee's
right of possession, Lessee shall at once surrender possession of Leased
Premises to Lessor and remove all effects therefrom, and if such possession is
not immediately surrendered Lessor may forthwith re-enter Leased Premises and
repossess itself as of its former estate and remove all persons and effects
therefrom, using such force as may be necessary without being guilty of any
manner of trespass or forcible entry or detainer. Without limiting the
generality of the foregoing, Lessee agrees to remove at the termination of this
Lease or upon the termination of Lessee's right of possession, Lessee's movable
office furniture, signs, trade fixtures, office equipment and personal property
and such alterations, improvements and additions made by Lessee as may be
requested by Lessor. If Lessee shall fail or refuse to remove all such property
from leased Premises, Lessee shall be conclusively presumed to have abandoned
the same and title thereto shall thereupon pass to Lessor without any cost,
either by setoff, credit, allowance or otherwise, and Lessor may, at its option,
accept the title to such property or at Lessee's expense, may remove the same,
or any part thereof, in any manner that Lessor shall choose, and store the same
without incurring liability to Lessee or any other person.
15.3 Lessee shall pay, upon demand, all of Lessor's costs, charges and
expenses, including the fees of counsel, agents and others retained by Lessor,
at any time incurred in enforcing Lessee's obligations hereunder (whether
incurred in litigation or otherwise) or incurred by Lessor in any litigation,
negotiation or transaction in which Lessee causes Lessor, without Lessor's
fault, to become involved or concerned.
Section 16. HOLDING OVER
16.1. Lessee shall pay to Lessor Holdover Rental for each day Lessee shall
retain possession of Leased Premises, or any part thereof, after the termination
of this Lease, whether by lapse of time or otherwise and shall also pay all
damages sustained by Lessor on account thereof; but the provisions of this
Article shall not operate as a waiver by Lessor of any right of re-entry
hereinbefore provided; nor shall the receipt of said rent or any part thereof,
or any other act in apparent affirmance of tenancy, operate as a waiver of the
right to forfeit this Lease and the Lease Term hereby granted for the period
still unexpired, for a breach of any of the covenants herein.
Section 17. NOTICES
17.1 All notices to be given by one party to the other under this Lease
shall be in writing, mailed or delivered as follows: If to Lessor, at the place
where rent is payable; if to Lessee, at the Leased Premises, provided
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that either party may, by notice to the other, from time to time designate
another address to which notices shall thereafter be addressed.
Mailed notices shall be sent by United States Certified or Registered Mail,
postage prepaid. Such notices shall have been deemed to have been given by
posting in the United States Mails.
Section 18. ESTOPPEL CERTIFICATE
18.1 Lessee agrees that from time to time, upon request by Lessor, it will
deliver to Lessor within ten (10) days after such request a statement, in
writing, certifying that this Lease is unmodified and in full force and effect
(or if there have been modifications that the Lease, as modified, is in full
force and effect), the dates to which rent and other charges have been paid, and
that Lessor is not in default under any provision of this Lease or, if in
default, the nature thereof in detail.
Section 19. COVENANT OF QUIET ENJOYMENT
19.1 Lessor further agrees that at all times when Lessee is not in default
under the terms of and during the terms of this lease, Lessee's quiet and
peaceable enjoyment of the Leased Premises shall not be disturbed or interfered
with by Lessor or by any person claiming by, through or under Lessor.
Section 20. TERM
20.1 If any work to be done by Lessor has not been substantially completed
and possession delivered by the specified commencement date, then the Monthly
Installments of rental payable under this Lease shall xxxxx on a pro rata basis
until substantial completion and delivery of possession occurs.
20.2 If Lessee occupies Leased Premises for any period prior to the
commencement of the Lease Term, it will pay rental therefor on a pro rata basis
from the date of occupancy to the date of commencement of the Lease Term.
Section 21. ACTS SUBSEQUENT TO TERMINATION
21.1 No receipt of money by Lessor from Lessee after the termination of
this Lease, the service of any notice, the commencement of any suit or final
judgment for possession shall reinstate, continue or extend the term of this
Lease or affect any such notice, demand, suit or judgment.
Section 22. WAIVER OF DEFAULT
22.1 No waiver of default of Lease shall be implied, and no express waiver
shall affect any default other than the default specified in such waiver and
that only for the time and to the extent therein stated. The invalidity or
unenforceability of any provision of this Lease shall not affect or impair any
other provision.
Section 23. EXAMINATION OF LEASE
23.1 Submission of this instrument for examination or signature by Lessee
does not constitute a reservation of or option for lease, and it is not
effective as a lease or otherwise until execution and delivery by both Lessor
and Lessee.
Section 24. DEFAULT UNDER OTHER LEASE
24.1 If the term of any lease, other than this Lease, made by Lessee, for
the Leased Premises or any part thereof, or for any other space in the Building
shall be terminated or terminable after the making of this Lease, because of any
default by Lessee under such other lease, such fact shall empower Lessor, at
Lessor's sole option, to terminate this Lease by notice to Lessee and/or to
exercise any of the remedies set forth in Section 15.
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Section 25. REPRESENTATIVE CAPACITY
25.1 No person, partnership, corporation or other organization executing
this Lease in a representative capacity for Lessor or Lessee shall be held
individually liable hereunder in the absence of fraud provided such person,
partnership, corporation or other organization acted with due authority and the
intended principals are bound.
Section 26. MISCELLANEOUS
26.1 All rights and remedies of Lessor and Lessee under this Lease shall be
cumulative and none shall exclude any other rights and remedies allowed by law
or statute.
26.2 Each of the provisions of this Lease shall extend to and shall, as the
case may require, bind or inure to the benefit, not only of Lessor and of
Lessee, but also of their respective heirs, legal representatives, successors
and permitted assigns, provided this clause shall not permit any assignment
contrary to the provisions of Section 11 hereof.
26.3 All of the representations and obligations of Lessor and Lessee are
contained herein and no modification, waiver or amendment of this Lease, or any
of its conditions or provisions, shall be binding upon the Lessor and Lessee
unless in writing, signed by Lessor and Lessee.
26.4 The receipt by Lessor of any installment of the regular stipulated
rent hereunder or any of said additional rent, shall not be a waiver of any
other additional rent then due or of any default or Lessee hereunder.
26.5 This Lease may be executed in any number of counterparts. Each such
executed counterpart shall be deemed an original hereof and all such executed
counterparts shall together constitute but one and the same instrument, which
instrument shall for all purposes be sufficiently evidenced by such executed
counterpart.
26.6 The section and paragraph headings of this Lease are for convenience
only and in no way limit or enlarge the scope or meaning of the language
contained in the body of this Lease.
26.7 If Lessor is a bank or trust company, and is executing this Lease as
Trustee, then anything in this Lease to the contrary notwithstanding: This Lease
is executed by Lessor, not personally but as Trustee as aforesaid, in the
exercise of the power and authority conferred upon and vested in it as such
Trustee, and under the express direction of the beneficiaries of that certain
Trust Agreement hereinbefore specified. It is expressly understood and agreed
that nothing herein or in said Lease contained shall be construed as creating
any liability whatsoever against said Trustee personally, and in particular
without limiting the generality of the foregoing, there shall be no personal
liability to pay any indebtedness accruing hereunder or to perform any covenant,
either express or implied, herein contained or to keep, preserve or sequester
any property of said Trust, and that all personal liability of said Trustee of
every sort, if any, is hereby expressly waived by said Lessee, and by every
person now or hereafter claiming any right or security hereunder; and that so
far the said Trustee is concerned the owner of any indebtedness or liability
accruing hereunder shall look solely to the premises hereby leases for the
payment thereof. It is further understood and agreed that the said Trustee has
no agents or employees and merely holds naked legal title to the property herein
described.
Section 27. INTEREST
27.1 All sums due Lessor from Lessee shall bear interest at the rate of
Twelve percent (12%) per annum from the time when they become due hereunder
until paid to Lessor.
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Section 28. RENT SCHEDULE
28.1 1/1/92 -12/31/92 $2496
1/1/93 -12/31/93 $2620
1/1/94 -12/31/94 $2753
28.2 Lessee to receive January and February 1992 rent free. March rent and
Security Deposit due upon Lease execution
Section 29. Tenant shall procure and maintain, at Tenant's expense, a heating
and air conditioning system maintenance contract.
Section 30. Lessee is responsible for its pro-rata share of any increase of
insurance over .03 per square foot.
Section 31. No overnight parking or storage of equipment or vehicles without
written consent from the management.
Section 32. All warehouse personnel are to park in the rear of the building.
Section 33. Lessee is responsible for any damage caused by delivery trucks to
property, except for any damages that exist prior to Lessee's occupancy.
Section 34. Lessee is responsible to keep adjoining outside area free of any
debris from Lessee's unit.
Section 35. Lessee is responsible for its pro-rata share of fees, costs and
expenses paid by Landlord during each lease year in seeking or obtaining any
refund or reduction of Real Estate Taxes.
Section 36. Lessor to buildout office areas as per attached plan.
Section 37. After two full years Lessee to have option to cancel this lease
should Lessee require additional space and Lessor can not satisfy this
requirement written notice to be given by Lessee (4) months prior to end of 2nd
year.
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GUARANTY
In consideration of the making of the above Lease by the Landlord with the
Tenant at the request of the undersigned and in reliance on the Guaranty, the
undersigned hereby guarantees the payment of the rent to be paid by the Tenant
and the performance by the Tenant of all the terms, conditions, covenants and
agreements of the Lease, as well as all provisions of that certain Work Letter,
if any, dated the date hereof from Landlord to Tenant, and the undersigned
promises to pay all the Landlord's expenses, including reasonable attorney's
fees, incurred by the Landlord in enforcing all obligations of the Tenant under
the Lease and Work Letter, if any, or incurred by the Landlord in enforcing this
Guaranty. The Landlord's consent to any assignments and successive assignments
by the Tenant and Tenant's assigns, of this Lease, or a changed or different use
of the demised premises, or amendment or modification of the Lease, or
Landlord's forbearance, delays, extensions of time or any other reason whether
similar to or different from the foregoing, or the non-existence, termination of
existence or legal incapacity of Tenant to enter into this Lease and the Work
Letter, if any, shall in no wise or manner release the undersigned from, or
limit the undersigned's, liability as Guarantor, this Guaranty remaining
applicable to the Lease as changed or modified as set forth above. In the event
this Guaranty is signed by more than one person, same shall be the joint and
several liability of the parties executing this Guaranty.
/s/ Xx Xxxxxxx
ADDIS LTD.
FOR AND ON BEHALF OF
ATTEST: ADDIS, LTD
/s/ Xx Xxxxxxx
(SEAL)
This Lease consists of the Lease Schedule, Pages 1 through 30 hereof, Guaranty,
Riders A and B, and Exhibit A.
LEASE AMENDMENT
THIS AMENDMENT TO LEASE entered into as of July 13, 1994 by and between Raybec
Management Company, Ltd. ("Landlord") and Wisdom Toothbrush Company ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant have entered into a certain office/industrial
lease ("Lease") on November 6, 1996 for certain premises more commonly known as
Unit T at 000 X. Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx ("Premises"); and
WHEREAS, Landlord and Tenant now desire to amend said Lease upon the terms
and conditions set forth herein; and
NOW, THEREFORE, the parties hereto evidence their mutual agreement to amend
the Lease as follows:
1. The Monthly Base Rent of the Lease shall be extended as follows:
1/1/95 - 12/31/95 $2,753 ($7.17 psf)
1/1/96 - 12/31/96 $2,837 ($7.39 psf)
1/1/97 - 12/31/97 $2,922 ($7.61 psf)
2. After the second year of this Amendment, providing that Tenant does not
exercise Section 37 of the Lease, then Landlord agrees to give the Tenant a
rental credit for the month of January 1997.
3. Except for the provisions of this Amendment all of the terms, covenants,
conditions and provisions of the Lease and all rights and obligations of
the Landlord and Tenant thereunder shall remain in full force and effect
and are not otherwise revised, amended, altered or changed.
IN WITNESS WHEREOF, this Amendment of the Lease has been executed as of the
day and year set forth above.
LANDLORD: TENANT: WISDOM TOOTHBRUSH CO.
__________________________________
BY: /s/ Xxxxxx X. Xxxxxxx BY: /s/ Xxxx Xxxxxx
TITLE: As Agent TITLE: President
ADDENDUM TO LEASE
Regarding the Lease dated November 6, 1991 and amended on July 13, 1994 by and
between Raybec Management Company, Ltd. ("Landlord") and Wisdom Toothbrush
Company ("Tenant"), and following is hereby agreed:
1. Beginning 1/1/95 through 12/31/97, the Monthly Base Rent shall be
$2688.00.
2. In the event that Tenant does not exercise Section 37 of the Lease then,
Tenant shall receive a base rental credit for the month of January 1997.
3. Landlord agrees to "build out" the unit as mutually agreed as follows:
- Build 2 new offices behind existing offices
(approx. 12 x 12 and 15 x 2) -
- Build out a hallway with tile floor to match existing -
- Add drop ceiling and HVAC
- Install new vanity sink in washroom and upgrade general appearance of
bathroom -
- Join with doorway the office on right to current executive office and
with doorway joining both of the two new offices -
- New offices to have proper electrical, heating and air conditioning -
4. Tenant agrees to contribute $5,000 towards the build out of the unit. In
reference to payment, $2,500 shall be paid at the start of the build out
and the balance shall be paid upon its completion.
Agreed on this
31 day of
July 1994 by:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx Xxxxxx
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Landlord Tenant
