1
EXHIBIT 2.5
DETROIT BOARD OF REALTORS(R) BUSINESS PROPERTY LEASE FORM
113-A
NOTICE: MICHIGAN LAW ESTABLISHES RIGHTS AND OBLIGATIONS FOR
PARTIES TO RENTAL AGREEMENTS. THIS AGREEMENT IS REQUIRED TO
COMPLY WITH THE TRUTH IN RENTING ACT. IF YOU HAVE A QUESTION
ABOUT THE INTERPRETATION OR THE LEGALITY OF A PROVISION OF
THIS AGREEMENT, YOU MAY WANT TO SEEK ASSISTANCE FROM A
LAWYER OR OTHER QUALIFIED PERSON.
THIS LEASE is made as of the 1st day of October, 1999, by
and between Shore Properties LLC, a Michigan limited
liability company, as Landlord, and Flying Colors Toys,
Inc., a Michigan corporation, formerly known as Colorbok
Paper Products, Inc., as Tenant, and the parties agree as
follows:
DESCRIPTION (1) WITNESSETH: The Landlord, in consideration of the
rents to be paid and the covenants and agreements to be
performed by Tenant, hereby leases to Tenant the premises
situated in the Village of Dexter, Washtenaw County,
Michigan described as: 0000 Xxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxx 00000, as depicted on Exhibit A (approximately 7800
square feet) (SEE ATTACHED LEGAL DESCRIPTION, EXHIBIT B)
Page 1
2
TERM (2) The term shall begin on the Closing Date, as
RENT defined in the Stock Purchase Agreement between Jakks
Pacific, Inc. and the shareholders of Colorbok Paper
Products, Inc. ("Purchase Agreement"), for an initial term
of six (6) months and thereafter shall be a month to month
lease; provided, however, neither party may terminate this
Lease unless six (6) months prior written notice is given to
the other party.
The total monthly rent in the amount of $4,998.50,
shall be payable on the first day of each month commencing
on the Closing Date. In the event the Closing Date is other
than the first day of the calendar month or the termination
date of this Lease is other than the last day of the
calendar month then the monthly rental and additional rent
for the first and last fractional months of the term of this
Lease shall be appropriately prorated. Monthly rent shall be
increased by 5% per annum commencing on the first
anniversary of the Closing Date and on each yearly
anniversary date thereafter while this Lease is in effect.
All rents shall be paid to Landlord or the authorized
agent, at the following address:
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
or at such other place as may be designated by Landlord from
time to time. If Tenant fails to make a rent payment on or
before the due date, a late charge of 5% of the past due
amount shall be added to the rent and paid with the overdue
payment.
Tenant shall pay to Landlord any increase in real
property taxes after the base year 1999 ("Base Year") on the
leased premises. On or before the first day of each month
during each ensuing calendar year, Tenant shall pay
one-twelfth (1/12th) of such estimated increase over the
Base Year. Landlord shall provide to Tenant copies of the
bills for real property taxes. Tenant shall receive its pro
rata share of any refunds of real property taxes with
respect to real property taxes paid by Tenant after
deduction of its pro rata share of all expenses attributable
to obtaining such refund are paid (and Landlord shall
provide Tenant with a brief statement of the basis for such
refund and proration).
DEFAULT (3) If Tenant shall default in any payment other than
rent required to be paid by Tenant under the terms hereof,
Landlord may make such payment, in which event the amount
thereof shall be payable as rental to Landlord by Tenant on
the next rent day together with interest at 2% over the
prime rate of interest as published in the Wall Street
Journal ("Prime Rate") from the date of such payment by
Landlord. In addition, on default in any such payment,
Landlord shall have the same remedies as on default in
payment of rent.
Page 2
3
ASSIGNMENT (4) Tenant shall not assign this lease or mortgage or
AND SUBLETTING sublet any portion of the premises without prior written
consent of Landlord. Notwithstanding the foregoing, Tenant
may mortgage or encumber its leasehold interest to financial
institutions so long as such mortgage or encumbrance is
clearly subordinate to the interest and rights of Landlord
under this Lease. If Tenant so mortgages or encumbers its
leasehold interest, Tenant shall give written notice of such
mortgage or encumbrance to Landlord (including a notice
address for the mortgagee) and, after receipt of such
notice, Landlord shall give the mortgagee notice of any
default hereunder at such address and opportunity to cure
any such default on behalf, and in lieu, of Tenant in
accordance with Paragraph 39 hereof. Any permitted mortgagee
of Tenant must expressly agree to be bound by the terms of
this Lease. Any such assignment, mortgage or subletting
without consent shall be void and shall give Landlord the
right to terminate this lease and reenter and repossess the
leased premises. For the purposes of this Lease, a merger or
sale of 50% or more of the shares of stock of Tenant shall
be deemed an assignment.
TAXES (5) [INTENTIONALLY OMITTED]
BANKRUPTCY (6) Tenant agrees that if the estate created hereby
AND INSOLVENCY shall be taken in execution, or by other process of law, or
if Tenant shall be declared bankrupt or insolvent or any
receiver be appointed for the business and property of
Tenant, or if any assignment shall be made of the Tenant's
property for the benefit of creditors, then this lease may
be canceled at the option of Landlord, unless adequate
assurance of performance is provided by Tenant to Landlord's
satisfaction, and affirmation is in strict conformance with
the Federal Bankruptcy Code.
RIGHT TO (7) Landlord reserves the right to subordinate this
MORTGAGE lease to the lien of any mortgage or mortgages now or
hereafter placed upon Xxxxxxxx's interest in the premises
and on the land and buildings of which the premises are a
part or upon any buildings hereafter placed upon the land of
which the leased premises form a part. Tenant covenants and
agrees to execute and deliver on demand, without additional
consideration being paid to Tenant, an instrument or
instruments subordinating this lease to the lien of any such
mortgage or mortgages and hereby irrevocably appoints
Landlord the attorney-in-fact of Tenant to execute and
deliver any such instrument or instruments in the name of
Tenant. In connection with such subordination, Landlord
shall use its commercially reasonable best efforts to cause
any mortgagee of Landlord to deliver to Tenant such
mortgagee's standard non-disturbance agreement for execution
by the parties.
USE AND (8) The premises shall be used and occupied for
OCCUPANCY distribution of toy products and for office purposes and for
no other purpose without the written consent of Landlord and
Tenant will not use the premises for any purpose in
violation of any law, municipal ordinance or regulation or
which will increase the existing rate of insurance upon the
property or cause cancellation of insurance covering the
property. On any breach of this agreement, Landlord shall
have the option to terminate this lease forthwith and
reenter and repossess the leased premises.
Page 3
4
INSURANCE (9) Tenant at Tenant's expense, shall maintain plate
glass and public liability insurance including bodily injury
and property damage insuring Tenant and Landlord with
minimum coverage as follows: $2,000,000 single limit. Tenant
shall provide Landlord with a Certificate of Insurance
showing Landlord as additional insured. The Certificate
shall provide for a thirty-day written notice to Landlord in
the event of cancellation or material change of coverage.
Tenant shall also maintain business interruption coverage
during the term of this lease. Tenant agrees to pay as
additional rent any increase in premiums for insurance that
are charged during the term of this lease on the amount of
insurance now carried by Landlord related to the premises
and improvements thereon, resulting from the activities of
Tenant or its affiliates and agents on the premises during
the term. To the maximum extent permitted by insurance
policies which may be owned by Landlord or Tenant, Tenant
and Landlord, for the benefit of each other, waive any and
all rights of subrogation which might otherwise exist.
FIRE (10) It is understood and agreed that if the premises
are damaged or destroyed in whole or in part by fire or
other casualty during the term, Landlord will repair and
restore the same to good tenantable condition with
reasonable dispatch, and the rent herein provided for shall
xxxxx entirely in case the entire premises are untenantable
and pro rata for the portion rendered untenantable, in case
a part only is untenantable, until the premises are restored
to a tenantable condition. If the Tenant shall fail to
adjust Tenant's own insurance or to remove damaged goods,
wares, equipment or property within a reasonable time, and
as a result thereof the repairing and restoration is
delayed, there shall be no abatement of rental during the
period of such delay. There shall be no abatement of rental
if such fire or other cause damaging or destroying the
leased premises shall result from the negligence or willful
act of the Tenant, Tenant's agents or employees. If Tenant
shall use any part of the leased premises for storage during
the period of repair a reasonable charge shall be made
therefor against Tenant. In case the leased premises, or the
building of which they are a part shall be destroyed, to the
extent of more than one-half of the value thereof, Landlord
shall have the option to terminate this lease by a written
notice to Tenant.
REPAIRS (11) Landlord after receiving written notice from
Tenant and having reasonable opportunity thereafter to
obtain the necessary workmen therefor agrees to keep in good
order and repair the foundation, roof and four outer walls
of the premises and the mechanical, electrical and HVAC
systems servicing the premises at Landlord's cost and
expense, subject to the next sentence, but not the doors,
door frames, the window glass, window casings, window frames
and windows, or any attachment thereto or attachments to
said building or premises used in connection therewith which
shall be the responsibility of Tenant. Tenant shall bear, as
to the repair of the mechanical, electrical and HVAC systems
servicing the premises, a percentage of the cost and expense
thereof equal to the product of (a) 15% and (b) the number
of 12-month periods (or portion thereof) elapsed from the
date hereof to the date of incurrence of such cost and
expense, but in no event more than 100% of such cost and
expense.
TENANT TO (12) Xxxxxx agrees to indemnify, represent, defend and
INDEMNIFY hold harmless the Landlord from any liability for damages to
any person or property in, on or about said leased premises
from any cause whatsoever except for any unlawful or
tortious acts of Landlord and its employees or agents.
Page 4
5
REPAIRS AND (13) Except as provided in Paragraph 11 hereof, Tenant
ALTERATIONS/ further covenants and agrees that Tenant will, at Tenant's
CARE OF PREMISES expense, during the continuation of this lease, keep the
said premises and every part thereof in as good repair and
at the expiration of the term yield and deliver up the same
in like condition as when taken, reasonable use and wear
thereof and damage by the elements, fire, explosion or other
casualty excepted. Tenant shall not make any alterations,
additions or improvements to the premises without Landlord's
written consent, and all alterations, additions or
improvements made by either of the parties hereto upon the
premises, except movable office furniture and trade fixtures
put in at the expense of Tenant, shall be the property of
Landlord, and shall remain upon and be surrendered with the
premises at the termination of this lease.
Tenant covenants and agrees that if the demised
premises consist of only a part of a structure owned or
controlled by Landlord, Landlord may enter the demised
premises at reasonable times and install or repair pipes,
wires, and other appliances or make any repairs deemed by
Landlord essential to the use and occupancy of the other
parts of Landlord's building.
Tenant shall not perform any acts or carry on any
practices which may injure the building or be a nuisance or
menace to other Tenants in the building and shall keep
premises under Tenant's control (including adjoining drives,
streets, alleys or yard) clean and free from rubbish, dirt,
snow and ice at all times. If Tenant shall not comply with
these provisions, Landlord may enter upon said premises and
have rubbish, dirt and ashes removed and the side walks
cleaned, in which event Xxxxxx agrees to pay all charges
that Landlord shall pay for hauling rubbish, ashes and dirt,
or cleaning walks. Said charges shall be paid to Landlord by
Xxxxxx as soon as the bill is presented and Landlord shall
have the same remedy as is provided in Paragraph 3 of this
lease in the event of Tenant's failure to pay.
The Tenant shall at Tenant's own expense under penalty
of forfeiture and damages promptly comply with all lawful
laws, orders, regulations or ordinances of all municipal,
County and State authorities affecting the premises hereby
leased and the cleanliness, safety, occupation and use of
same. Notwithstanding anything herein to the contrary,
Landlord shall be solely responsible for the repair items of
Landlord (i.e., mechanical, electrical and HVAC systems
(except to the extent the responsibility of Tenant pursuant
to Paragraph 11 hereof), foundation, roof and four outer
walls) set forth in Paragraph 11 hereof.
EMINENT DOMAIN (14) If any part of the premises shall be taken or
condemned for public use, and a part thereof remains which
is susceptible of occupation, this lease shall, as to the
part taken, terminate as of the date the condemner acquires
possession, and thereafter Tenant shall be required to pay
such proportion of the rent for the remaining terms as the
value of the premises remaining bears to the total value of
the premises at the date of condemnation; provided however,
that Landlord may at Landlord's option, terminate this lease
as of the date the condemner acquires possession. In the
event that the demised premises are condemned in whole, or
that such portion is condemned that the remainder is not
susceptible for use hereunder, this lease shall terminate
upon the date upon which the condemner acquires possession.
All sums which may be payable on account of any condemnation
shall belong to Landlord, and Tenant shall not be entitled
to any part thereof except any amount awarded to Tenant for
Tenant's trade fixtures or moving expenses.
Page 5
6
RESERVATION (15) The Landlord reserves the right of free access at
all times to the roof of the leased premises and reserves
the right to rent the roof for advertising purposes. The
tenant shall not erect any structures for storage or any
aerial, or use the roof for any purpose without the consent
in writing of Landlord.
CONDITION OF (16) Tenant acknowledges that Xxxxxx has examined the
PREMISES leased premises prior to the making of this lease, and knows
the condition thereof, and that no representations as to the
condition or state of repairs thereof have been made by
Landlord, or Landlord's agent, which are not herein
expressed, and Xxxxxx hereby accepts the leased premises in
their present condition at the date of the execution of this
lease. This provision is not intended to negate or waive any
specific representation and warranty as to the physical
condition of the leased premises set forth in the Purchase
Agreement if such representation and warranty expressly
survives the Closing under the terms of the Purchase
Agreement.
Landlord shall not be responsible or liable to the
Tenant for any loss or damage that may be caused by the acts
or omissions of persons occupying adjoining premises or any
part of the building of which the leased premises are a part
or for any loss or damage resulting to Tenant or Tenant's
property from bursting, stoppage or leaking of water, gas,
sewer or steam pipes.
RE-RENTING (17) Tenant hereby agrees that for a period commencing
ninety (90) days prior to the termination of this lease,
Landlord may show the premises to prospective purchasers or
tenants, and sixty (60) days prior to the termination of
this lease, may display in and about said premises and in
the windows thereof, the usual "TO RENT" or "FOR SALE"
signs.
HOLDING OVER (18) It is hereby agreed that if Xxxxxx holds over
after the termination of this lease, thereafter the tenancy
shall be from month to month in the absence of a written
agreement to the contrary.
GAS, WATER, [INTENTIONALLY OMITTED - SEE ATTACHED ADDENDUM]
HEAT, ELECTRICITY
ACCESS TO (20) Landlord shall have the right to enter upon the
PREMISES leased premises at all reasonable hours for the purpose of
inspecting the same. If Landlord deems any repairs necessary
which are the responsibility of Tenant, Landlord may demand
that Tenant make such repairs. If Xxxxxx refuses or neglects
forthwith to commence such repairs and complete them with
reasonable dispatch, Landlord may make such repairs or cause
them to be made and shall not be responsible to Tenant for
any loss or damage that may accrue to his stock or business
by reason thereof (except as to any unlawful or tortious
acts of Landlord for which Landlord shall be responsible).
If Landlord makes such repairs or causes them to be made,
Xxxxxx agrees that Tenant will forthwith on demand pay to
Landlord the cost thereof with interest at 2% over the Prime
Rate, and if Tenant shall make default in such payment the
Landlord shall have the remedies provided in Paragraph 3
hereof.
REENTRY (21) In case any rent shall be due and unpaid or if
default be made in any of the covenants herein contained, or
if the leased premises shall be deserted or vacated, then it
shall be lawful for the Landlord, his certain attorney,
heirs, representatives and assigns, to reenter into,
repossess the said premises and the tenant and each and
every occupant to remove and put out.
Page 6
7
QUIET ENJOYMENT (22) Landlord covenants that Tenant, on payment of all
rent due and performing all the covenants herein, shall and
may peacefully and quietly have, hold and enjoy the demised
premises for the term. Landlord and Tenant will each, upon
written request from the other party, provide an estoppel
certificate within ten (10) days of such request, setting
forth the terms of this Lease and their compliance as to the
terms of this Lease by each party.
EXPENSES - (23) If Landlord shall, during the period covered by
DAMAGES - this lease, obtain possession of the premises by reentry,
REENTRY summary proceedings, or otherwise, Tenant hereby agrees to
pay Landlord the expense incurred in obtaining possession of
the premises, including, without limitation, attorneys' fee
and also all expenses and commissions which may be paid for
the letting of the premises, and all other damages.
REMEDIES NOT (24) It is agreed that each and every of the rights,
EXCLUSIVE remedies and benefits provided by this lease shall be
cumulative, and shall not be exclusive of any other of said
rights, remedies and benefits, or of any other rights,
remedies and benefits allowed by law, in equity, any other
agreement or otherwise.
WAIVER (25) One or more waivers of any covenant or condition
by Landlord shall not be construed as a waiver of a further
breach of the same covenant or condition.
DELAY OF (26) [INTENTIONALLY OMITTED]
POSSESSION
NOTICES (27) Any notice which either party may or is required
to give, shall be given by mailing the same, postage
prepaid, to Tenant at c/o JAKKS Pacific, Inc., 00000 Xxxxxxx
Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or to
Landlord, at 0000 Xxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx
00000 or at such other place as may be designated by the
parties from time to time.
HAZARDOUS (28) Tenant shall not use, store, or dispose of any
SUBSTANCES hazardous substances upon the premises, except use and
storage of such substances if they are customarily used in
Tenant's business, and such use and storage complies with
all environmental laws and regulations. Hazardous substances
means any hazardous waste, substance or toxic materials
regulated under any federal or state environmental laws or
local regulations or ordinances applicable to the property.
SECURITY DEPOSIT (29) Landlord acknowledges the receipt of $4,998.50 to
secure the performance of Xxxxxx's obligations hereunder.
Landlord shall not be obligated to apply all or portions of
said deposit on account of Xxxxxx's obligations hereunder.
Any balance remaining upon termination shall be returned to
Tenant. Tenant shall not have the right to apply the
Security Deposit in payment of last month's rent.
(30) The covenants, conditions and agreements herein
are binding on the heirs, successors, representatives and
assigns of the parties hereto.
(31) - (39) See Attached Addendum incorporated herein
by reference
Page 7
8
IN WITNESS WHEREOF, The parties have hereunto set their hands and seals the day
and year first above written.
WITNESSED BY: LANDLORD
SHORE PROPERTIES LLC,
a Michigan limited liability company
By: /s/ XXXXXX X. XXXXXXXXX
-----------------------------
Xxxxxx X. Xxxxxxxxx, Member
By: /s/ XXXXXXX X. XXXXXX
-----------------------------
Xxxxxxx X. Xxxxxx, Member
TENANT
FLYING COLORS TOYS, INC.,
a Michigan corporation, formerly known as
Colorbok Paper Products, Inc.
By: /s/ XXXX X. XXXXXXX
-------------------------------
Its: Chief Financial Officer
ACKNOWLEDGMENT OF LANDLORD
STATE OF MICHIGAN )
)ss
COUNTY OF XXXXX )
On this 30th day of September, 1999, before me personally appeared
Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx, members of Shore Properties LLC, a
Michigan limited liability company, to me known to be the persons described in
and who executed the foregoing Lease on behalf of the company and acknowledged
before me that they executed the same as the free act and deed of said company.
/s/ XXXXX X. XXXXXXXXXX
----------------------------------
Notary Public
Macomb County, MI
My Commission Expires: 7-29-01
acting in Xxxxx County, MI
Xxxxx X. Xxxxxxxxxx
Notary Public, Macomb County, Michigan
My Commission Expires July 29 2001
ACKNOWLEDGMENT OF TENANT
STATE OF Michigan )
)ss
COUNTY OF Xxxxx )
Page 8
9
On this 30th day of September, 1999, before me personally appeared Xxxx
X. Xxxxxxx, to me personally known, who, being by me duly sworn, did for himself
say that he is the Chief Financial Officer of Flying Colors Toys, Inc., a
Michigan corporation, formerly known as Colorbok Paper Products, Inc., the
corporation named in and which executed the within instrument, and that said
instrument was signed on behalf of said corporation by authority of its board of
directors and he acknowledged before me said instrument to be the free and act
and deed of said corporation.
/s/ XXXXX X. XXXXXXXXXX
--------------------------
Notary Public
Macomb County, MI
My Commission Expires: 7-29-01
acting in Xxxxx County, MI
Xxxxx X. Xxxxxxxxxx
Notary Public, Macomb County, Michigan
My Commission Expires July 29 2001
Page 9
10
ADDENDUM TO BUSINESS PROPERTY LEASE
This Addendum is made as of the Closing Date by and between Shore
Properties LLC, a Michigan limited liability company, as Landlord, and Flying
Colors Toys, Inc., a Michigan corporation, formerly known as Colorbok Paper
Products, Inc., as Tenant.
(31) Notwithstanding Paragraph (28) hereof, the Tenant shall not cause
or permit the premises to be used to generate, manufacture, refine, transport,
treat, store, handle, dispose of, transfer, produce or process hazardous
substances except in the ordinary course of Tenant's business and in full
compliance with all applicable laws, ordinances, rules, regulations and
statutes. The Tenant shall not cause or permit any release or discharge of
hazardous substance on to the premises or on to any adjacent area as the result
of any intentional or unintentional act or omission on the part of Tenant, its
employees, officers agents and invitees. Tenant hereby indemnifies, defends and
holds harmless Landlord and its successors, transferees or assigns and its
employees, attorneys, agents, advisors, members, shareholders, officers and
directors from and against any claims, suits, demands, penalties, fines,
liabilities, settlements, damages, costs or expenses of whatever kind or nature,
including attorneys' fees, fees of environmental consultants and laboratory fees
known or unknown, contingent or otherwise, arising out of or in any way related
to a violation by Tenant or its employees, agents or invitees of Paragraph (28)
and this Paragraph (31).
(32) In addition to the rent set forth in Paragraph (2) hereof and the
insurance premiums required of Tenant under Paragraph (9) hereof, the Tenant
agrees to pay all premiums for fire and extended coverage insurance for the
leased premises maintained by the Landlord. The Tenant shall pay monthly
one-twelfth of the estimated amount of such premium, together with its monthly
payment, subject to adjustment annually.
(33) Landlord shall supply all heat, electricity, water and sewer to
the leased premises as are existing as of the Closing Date. Notwithstanding the
foregoing, Landlord shall not be in default hereunder or be liable for any
damages directly or indirectly resulting from, nor shall the rental herein
reserved be abated by reason of (i) the installation, use or interruption of use
of any equipment in connection with the furnishing of the foregoing services,
(ii) failure to furnish or delay in furnishing any such services when such
failure or delay is caused by an accident or any condition beyond the reasonable
control of Landlord or by the making of necessary repairs or improvements to the
leased premises, or (iii) any limitation, curtailment, rationing or restriction
on use of water, electricity, gas or any other form of energy serving the leased
premises. Landlord shall use reasonable diligent efforts to remedy any
interruption in the furnishing of such services.
(34) Tenant shall have a non-exclusive right to use the parking areas,
sidewalks and lawns adjacent to the leased premises and owned by the Landlord
("Common Areas"). Tenant's non-exclusive rights to utilize the Common Areas
shall be in common with Landlord and/or other tenants or occupants and others to
whom Landlord grants such rights from time to time. Xxxxxxxx agrees to maintain
the Common Areas in good order and condition as reasonably determined by
Landlord. Landlord shall not grant any rights to use the Common Areas which will
materially and adversely affect Tenant's reasonable use of the Common Areas.
(35) Tenant hereby waives all claims against Landlord for damage to
any property or injury or death of any person in, upon or about the leased
premises arising at any time and from any cause whatsoever arising from and
after the date hereof which are not caused by any unlawful or tortious acts of
Landlord or its employees or agents, and Tenant shall hold Landlord harmless
from any damage to any property or injury to or death of any person arising in,
on or about the leased premises. The foregoing indemnity obligation of Tenant
shall include reasonable attorneys' fees, investigation costs and all other
reasonable costs and expenses incurred by Landlord from the first notice that
any claim or demand is to be made or may be made. The provisions of this
10
11
Paragraph (35) shall survive the termination of this Lease with respect to any
damage, injury or death occurring prior to such termination.
(36) If Landlord shall fail to perform any covenant, term or condition
of this lease upon Landlord's part to be performed, and, if as a consequence of
such default, Tenant shall recover a money judgment against Landlord, such
judgment shall be satisfied only against the right, title and interest of
Landlord in the leased premises and the property owned by Landlord adjacent to
the leased premises ("Premises") and out of rents or other income from the
Premises receivable by Landlord, or out of the consideration received by
Landlord from the sale or other disposition of all or any part of Landlord's
right, title and interest in the leased premises, and neither Landlord nor any
of the members or partners of Landlord shall be liable for any deficiency.
(37) Landlord and Tenant shall each request from their respective
insurers under all policies of fire insurance maintained by either of them at
any time during the term of this lease insuring or covering the property owned
by Tenant or any portion thereof or operations therein, a waiver of all rights
of subrogation which the insurer of one party might have against the other
party, and Landlord and Tenant shall each indemnify the other against any loss
or expense, including reasonable attorneys' fees, resulting from the failure to
obtain such waiver and, so long as such waiver is outstanding, each party
waives, to the extent of the proceeds received under such policy, any right of
recovery against the other party for any loss covered by the policy containing
such waiver; provided, however, that if at any time their respective insurers
shall refuse to permit waivers of subrogation, Landlord or Tenant, in each
instance, may revoke said waiver of subrogation effective thirty (30) days from
the date of such notice, unless within such thirty (30) day period, the other is
able to secure and furnish (without additional expense) equivalent insurance
with such waivers with other companies satisfactory to the other party.
(38) Landlord shall indemnify, defend and hold Tenant harmless against
any actual damages experienced by Tenant because of any unlawful or tortious
acts of Landlord under this Lease.
(39) In connection with Paragraph (21) hereof, Tenant shall have three
(3) days to cure any monetary defaults under this Lease and ten (10) days after
written notice of any non-monetary defaults under this Lease to cure such
default. This right to cure shall not be given more than three (3) times in any
Lease year.
TENANT:
Initials /s/ JB
LANDLORD:
Initials /s/ WET
11
12
EXHIBIT A
[SCHEMATIC DIAGRAM OF PREMISES]
13
EXHIBIT B
LEGAL DESCRIPTION
Land situated in the Township of Scio, Washtenaw County, Michigan, to wit:
PARCEL A:
Commencing at the South 1/4 post of Section, Town 2 South, Range 6 East,
Washtenaw County, Michigan; thence East along the South line of the
Section, 333.5 feet to the centerline of Xxxxx Road, so-called; thence
Northerly deflecting 89 degrees 01 minutes 30 seconds to the left 1371.8
feet along the centerline of Xxxxx Road for a Place of Beginning; thence
Easterly deflecting 90 degrees 38 minutes to the right along the line of
the fence 265.0 feet; thence Northerly deflecting 90 degrees 38 minutes to
the left 330.0 feet; thence Westerly deflecting 89 degrees 22 minutes to
the left 365.00 feet to the centerline of Xxxxx Road; thence South along
the centerline of Xxxxx Road 330.0 feet to the Place of Beginning, being a
part of the Southeast 1/4 of Section 6, Scio Township, Washtenaw County,
Michigan.
PARCEL B:
Commencing at the South 1/4 corner of Section; thence 333.5 feet in the
South line of Section; thence deflecting 89 degrees 01 minutes 30 seconds
to the left 1371.8 feet in the center of Xxxxx Road; thence deflecting 90
degrees 38 minutes to the right 365 feet for a Place of Beginning; thence
deflecting 90 degrees 38 minutes to the left 330 feet; thence deflecting 90
degrees 38 minutes to the right 295 feet; thence deflecting 89 degrees 22
minutes to the right 330 feet; thence deflecting 90 degrees 38 minutes to
the right 295 feet to the Place of Beginning, being a part of the Southeast
1/4 of Section 6, Town 2 South, Range 5 East, excepting therefrom that part
that lies northerly of the following described line: Commencing at the
South 1/4 corner of Section 6, Town 2 South, Range 5 East, Scio Township,
Washtenaw County, Michigan; thence East 333.5 feet along the South line of
said Section; thence North deflecting 89 degrees 01 minutes 30 seconds to
the left 1371.8 feet along the centerline of Xxxxx Road; thence East
deflecting 90 degrees 38 minutes to the right 365.0 feet; thence North
deflecting 90 degrees 38 minutes to the left 322.33 feet; thence East
deflecting 90 degrees 35 minutes to the right 30.97 feet for a Place of
Beginning; thence continuing East on extension of the previous line 136.74
feet for a Place of Ending, said line being 0.50 feet North of new Xxxxxxx
Equipment Company building and the extension of said building line
easterly. Together with a perpetual non-exclusive easement three feet in
width and bounded on the South by the aforesaid line, for purposes of
ingress and egress to and from and for performing any and all future
repairs or other work on or maintenance to the building presently situated
0.50 feet South of the aforesaid line recorded in Liber 1569, Page 261.
14
PARCEL D:
a PARCEL OF LAND IN THE Southeast 1/6 of Section 6, Town 2 South, Range 5
East, Scio Township, Washtenaw County, Michigan, described as: Commencing
at the South 1/4 corner of said Section 6; then North 89 degrees 25
minutes 55 seconds East 333.61 feet (recorded as 333.5 feet) along the
South line of said Section 6; then North 00 degrees 23 minutes 00 seconds
East 1176.8 feet along the centerline of Xxxxx Road to the Point of
Beginning; thence continuing North 00 degrees 23 minutes 00 seconds East
20.00 feet along said centerline; thence South 88 degrees 59 minutes 00
seconds East 660.00 feet; thence South 85 degrees 289 minutes 10 seconds
West 206.89 feet; thence North 88 degrees 59 minutes 00 seconds West 453.86
feet to the Point of Beginning.
PARCEL E:
Commencing at the South 1/4 post of Section; thence East 333.5 feet in the
South line of Section; thence deflecting the 89 degrees 01 minutes 30
seconds to the left 1196.8 feet in the center of Xxxxx Road for a Place of
Beginning; thence deflecting 90 degrees 38 minutes to the right 660 feet;
thence deflecting 90 degrees 38 minutes to the left 175 feet; thence
deflecting 89 degrees 22 minutes to the left 660 feet; thence South 175
feet in the center of Xxxxx Road to the Place of Beginning, being a part
of the Southeast 1/4 Section 6.
