PROPERTY ________________
LEASE
between
XXXXX X. XXXXXXX, M.D.
TOWER REALTY
as Landlord
and
RIDER POINT, INC.
00 Xxxxx Xxxxxx, Xxx 000
Xxxxxxx, XX 00000
LANDLORD_______________
XXXXXXX _______________
PROPERTY_________
BASIC LEASE INFORMATION
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DATE: 11-23-99
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LANLORD: Tower Realty. Xxxxx X. Xxxxxxx, M.D.
XXXXXXX: RIDER POINT INC.
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TRADE NAME: same
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LEASED PREMISES: Approximately 2700 square feet
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Suite or Unit No. IDE
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Address 000 Xxxxxx Xxxxxx
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City Steubenville
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County Jefferson
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State of Ohio
LENGTH OF OPTION: Two year (2 yr.)
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LEASE COMMENCEMENT DATE: 1-1-2000
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LEASE EXPIRATION DATE: 1-1-2002
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RENT: Two thousand dollars
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( 2000.00 per month)
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from 01-01 , 2000 , to 01-01 , 2002 ,
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( per month)
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from , , to , ,
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( per month)
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from , , to , ,
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USE: Regional Office
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LANDLORD'S ADDRESS: 0000 Xxxxxxxx Xxxxx
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Xxxxxxxxxxxx, XX 00000
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CC:
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RENTAL PAYMENTS TO:
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TENANT'S ADDRESS: 00 Xxxxx Xxxxxx, Xxx 000
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Xxxxxxx, XX 00000
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SECURITY DEPOSIT: Two thousand dollars ($2000.00)
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INTIALS LANDLORD
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TENANT
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INDEX
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Basic Lease Information 2
I Grant and Term 4
II Rent 4
III Use of the Premises 4
IV Parking 5
V Landlord and Tenant Responsibilities 5
VI Interruption of Utilities 6
VII Maintenance and Repairs 6
VIII Alterations and Additions 7
IX Insurance 7
X Destruction of Leased Premises 8
XI Waiver of Subrogation 8
XII Eminent Domain 8
XIII Indemnification 9
XIV Default 9
XV Signs and Advertising 11
XVI Late Payment 11
XVII Lien on Personalty 11
XVIII Access by Landlord 12
XIX Assignment and Subletting 12
XX Notices 12
XXI Landlord's Sale 12
XXII Deposit 13
XXIII Miscellaneous 13
Addendum 17
INTIALS LANDLORD
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TENANT
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LEASE
This Lease (the "Lease"), made the 23 day of November, 1999, by and between
Tower Realty, Xxxxx X. Xxxxxxx, M.D., A ("Landlord") and RIDER POINT, INC.
("Tenant").
ARTICLE X. XXXXX AND TERM
Section 1.1. Leased Premises. Landlord in consideration of the Rent to be
paid and the covenants to be performed by Tenant, does hereby demise and lease
unto Tenant, and Tenant hereby rents and hires from Landlord, those certain
premises as described in the Basic Lease Information ("Leased Premises") located
in the building known as the TOWERS ("Building"), located at 000 Xxxxxx Xxxxxx,
in the City of Steubenville, County of Jefferson, State of Ohio, ("Property").
Section 1.2. Term. The term of the Lease ("Term") shall be for Five (5)
year commencing at twelve o'clock noon on the 1st day of January, 2000 ("Lease
Commencment Day"), and expiring at twelve o'clock noon on the 1st day of
January, 2005 unless sooner terminated as hereinafter provided. If Landlord is
unable to deliver possession of the Leased Premises to Tenant on the Lease
Commencement Date, Tenant's sole right shall be to defer its payment of Rent
hereunder until delivery to Tenant of possession of the Leased Premises. If
Landlord does not deliver possession of the Leased Premises to Tenant within
ninety (90) days after the Lease Commencement Date, Tenant may, at its election
exercised by written notice to Landlord given between the ninetieth (90) and
ninety-fifth (95) day after the Lease Commencement Date, cancel and terminate
this Lease. If Landlord does not deliver possession of the Leased Premises to
Tenant within one hundred eighty (180) days after the Lease Commencement Date,
Landlord may, at its election exercised by written notice to Tenant within two
hundred ten (210) days after the Lease Commencement Date, cancel and terminate
this Lease, Landlord shall have no liability to Tenant, its agents, employee or
contractors, on account of its failure or inability to deliver possession of the
Leased Premises to Tenant.
Section 1.3. Acceptance of the Premises. Landlord shall not be responsible
nor have any liability whatsoever at any time for loss or damage to Tenant's
fixtures, equipment or other property of Tenant installed or placed by Tenant on
the Leased Premises. By occupying the Leased Premises, Tenant shall be deemed
conclusively to have accepted the same and to have acknowledged that the Leased
Premises are in good and tenantable condition. Except as set forth in this
lease, no representations have been made to Tenant by Landlord, or its agents,
with respect to the Leased Premises or their fitness or suitability for Tenant's
use.
ARTICLE II. RENT
Tenant hereby covenants and agrees to pay Rent to Landlord for the term
hereof in the amount set forth in the Basic Lease Information, without setoff,
deduction, notice or demand. All such sums are due and payable in advance, on
the first day of each and every calendar month during said Term, at the office
of the Landlord as specified in the Basic Lease Information or at such other
address or addresses as Landlord may from time to time hereafter determine by
notice to the tenant.
ARTICLE III. USE OF THE PREMISES
The premises shall be used and occupied by Tenant (and any permitted
subtenants) and Tenant shall use the Leased Premises solely for office use as
specified in the Basic Lease Information. Tenant shall not use or occupy the
Leased Premises in an unlawful
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on the interior or exterior of the Building.
The tenant, and its employees, patrons and invitees shall have the right to use
jointly with other tenants of the building and their employees, patrons,
customers and invitees, all sidewalks, hallways, lobbies, elevators, washrooms,
and other common facilities situated in or about the building. However, neither
the Tenant nor its employees, patrons, or invitees shall use any of the said
facilities or common areas in a manner that will obstruct or interfere with the
use thereof by others, and Tenant shall cooperate with Landlord therein in
seeking to preclude patrons or invitees from using any of the said facilities or
common area in a manner that will obstruct or interfere with the use thereof.
ARTICLE IV: PARKING
Two free parking spaces.
ARTICLE V: LANDLORD AND TENANT RESPONSIBILITIES
-NA-
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ARTICLE VI. INTERRUPTION OF UTILITIES
Landlord reserves the right to stop the services of any or all of the utilities
serving the Premises when, in the Landlord's sole discretion, such stoppage is
necessitated by reason of accident, repairs, alterations or improvements, until
such accident is corrected or such repairs, alterations or improvements have
been completed, and, in such event, Landlord shall not be deemed guilty of a
breach of this Lease, nor shall Tenant be entitled to any abatement of its rent
obligations under this Lease on account thereof. Landlord does not warrant or
guarantee the present or continued availability of any or all of the utility
services necessary or desirable for the use of the Premises by Tenant. In no
event shall the interruption, diminution or cessation of such availability be
constructed as an actual or constructive eviction of Tenant nor shall Tenant be
entitled either to any abatement of its rent obligations under this Lease on
account thereof, or to assert any claim fro relief against Landlord on account
thereof.
ARTICLE VII. MAINTENANCE AND REPAIRS
Landlord shall keep the foundation, the outer walls, gutters, down spouts and
roof of the Building in good repair; provided that Landlord shall not be
obligated to make any repairs occasioned by the act or negligence of Tenant, its
employees, agents, servants, customers and other invitees, and provided further
that Landlord shall have no obligation to paint, recover or refurbish exterior
walls or the interior surfaces of the walls so damaged by Tenant, its employees,
agents, servants, customers and other invitees. Owner shall be responsible for
all utilities, air conditioning, boiler, heating, hot water tank, and all below
ground plumbing.
Tenant shall keep the Leased Premises in a clean, sanitary and safe condition in
accordance with all directions, rules and regulations of any health officers,
building inspectors or other proper officers of the governmental agencies having
jurisdiction. Tenant shall comply with all requirements of law, ordinances and
other rules and regulations that affect the Leased Premises. Tenant shall permit
no injury to the Leased Premises or the improvements of which they are a part,
and Tenant shall, at its own cost and expense, replace with glass of the same
quality and damaged or broken glass, or other breakable materials used in any
interior windows and doors on the Leased Premises. At the expiration of the
term, Tenant shall surrender the Leased Premises broom clean and in as good
order as the same are on the Lease Commencement Date, reasonable wear and tear
expected.
ARTICLE VIII. ALTERATIONS AND ADDITIONS
Tenant shall make no alternation in, or additions or improvements to, said
Demised Premises without the written consent of Landlord first had and obtained,
which consent will not be unreasonably withheld. Tenant shall indemnify and save
harmless Landlord from and against all expense, liens, claims, or damages to
either property or person which may or might not arise by reason of such
repairs, alternations, improvements or additions. Under no
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circumstances shall Tenant commence any such work until Landlord has been
provided with certificates evidencing that all contractors and subcontractors
performing any work have in force and effect adequate xxxxxxx'x compensation
insurance as required by the laws of the State of Ohio, public liability
insurance in the same amounts as Tenant is required to carry hereunder, as
hereinafter provided, and appropriate builder's risk insurance naming Landlord
and Tenant and the holder of any mortgage affecting the Premises as c-insured
thereof. Such certificates shall provide that they may not be cancelled without
at least ten (10) days prior written notice to Landlord and the holder of any
mortgage affecting the Premises.
ARTICLE IX. INSURANCE
Section 9.1. Coverage. During the Term thereof, Tenant shall, at its sole cost
and expense, maintain the following insurance with respect to the Leased
Premises: (a) standard fire and extended coverage insurance insuring all
alterations and additions made by Tenant to the Leased Premises and all of its
fixtures, furniture and equipment for the full replacement value thereof on an
eighty percent (80%) co-insurance form; and (b) public liability insurance with
limits of not less than Five Hundred Thousand Dollars ($500,000.00) per person
per bodily injury, Five Hundred Thousand Dollars ($500,000.00) per occurrence
bodily injury, and One Hundred Thousand Dollars ($100,000.00) for property
damage per occurrence, or a combined single limit of liability of Five Hundred
Thousand Dollars ($500,000.00), insuring against claims of any and all personal
injury, death or damage occurring in or about the Leased Premises.
Section 9.2. Forms. Each insurance policy shall be issued by any insurance
company of recognized standing, authorized to do business in the State of Ohio
and satisfactory to the Landlord. The policies required in the above paragraph
shall name Landlord and Tenant as parties insured and where applicable be
payable to Landlord and Tenant as their interests may appear. If required by
Landlord, such policies shall also contain a loss payable endorsement in favor
of the holder of any mortgage affecting the Leased Premises. All such policies
shall provide that no cancellation or termination thereof or any material
modification thereof shall be effective except on thirty (30) days prior written
notice to Landlord, and if applicable, said mortgages. At Landlord's request,
Tenant will provide to Landlord current certificates of insurance evidencing
Tenant's compliance with the terms of this article.
Section 9.3. No Hazardous Materials. Without Landlord's prior written consent,
Tenant shall not carry any stock of goods or do anything in or about the Leased
Premises which would in any way tend to increase insurance rates or invalidate
any policy on the Leased Premises. If Landlord shall consent to such use, Tenant
agrees to pay as additional rent any increase in premiums for insurance against
loss by standard fire and extended coverage resulting from the business carried
on in the Leased Premises by Tenant. If tenant installs any electrical equipment
that overloads the power lines to the Leased Premises, Tenant shall at its own
expense make whatever changes are necessary to comply with the requirement of
insurance underwriters and insurance rating bureaus and governmental authorities
having jurisdiction.
ARTICLE X. DESTRUCTION OF LEASED PREMISES
In the event the Leased Premises, or any part thereof, shall be destroyed or
damaged, and such destruction or damage may reasonably be repaired within ninety
(90) days from the happening of such destruction or damage, Tenant shall not be
entitled to surrender possession of the Leased Premises, or any part thereof,
nor shall Tenant's liability to pay rent under this Lease cease; but in case of
any such destruction or damage, Landlord shall repair the same with all
reasonable speed and shall complete such repairs within
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ninety (90) days from the happening of such destruction or damage, subject to
delays beyond Landlords reasonable control. If Tenant shall thereby be deprived
of the occupancy of any part of the Leased Premises, a proportionate allowance
shall be made to Tenant from the Rent, corresponding to the time during which
and to the part of the Leased Premises of which Tenant shall be so deprived on
account of such destruction or injury or of the making of such repairs. In the
event that any destruction or damage cannot reasonably be repaired within ninety
(90) days from the happening of such destruction or damage, either Landlord or
Tenant shall have the right to terminate this Lease by giving written notice to
the other within thirty (30) days from the happening of such destruction or
damage.
ARTICLE XI. WAIVER OF SUBROGATION
Landlord and Tenant agree that, if the interests on which they have obtained
insurance in connection with this Lease shall be damaged or destroyed during the
Term of this Lease by a peril insurable under a standard fire and extended
coverage policy and whether or not such damage or destruction was caused by the
neglect of the other party, neither party shall have any liability to the other
or to any insurer of the other for, or in respect of, such damage or destruction
to the extent covered by such insurance; and each party shall require all
policies of material damage insurance carried by such party during the Term of
the Lease to be endorsed with a provision in and by which the insurer designated
therein shall waive its right of subrogation against the other. The waiver of
subrogation hereby required shall extend only to the risks insured by the
policies required hereby. Each party shall pay its own costs, if any, of
securing such an endorsement.
ARTICLE XII. EMINENT DOMAIN
Section 12.1. Condemnation of the Leased Premises. If a material part of the
Leased Premises shall be taken by any public authority under the power of
eminent domain or sold to public authority under threat or in lieu of such a
taking, then the Term of this Lease shall cease as of the day possession shall
be taken by such public authority, and the rent shall be paid up to that day
with a proportionate refund by Landlord of such rent and other charges as may
have been paid in advance for a period subsequent to the date of the taking.
Section 12.2. Landlord's and Tenant's Damages. All damages awarded for such
taking under the power of eminent domain or sale under threat or in lieu of such
a taking, whether for the whole or a part of the Leased Premises, shall belong
to and be the property of Landlord, irrespective of whether such damages shall
be awarded as compensation for diminution in value to the leasehold or to the
fee of the Leased Premises, and Tenant shall have no claim against either
Landlord or the condemning authority with respect thereto; provided, however,
that Landlord shall not be entitled to any award specifically designated as
compensation for depreciation to, and cost of removal of, Tenants stock and
trade fixtures.
ARTICLE XIII. INDEMNIFICATION
Landlord shall be indemnified and held harmless by Tenant from any liability for
damages to any person or any property in or upon the Leased Premises, including
without limitation the personal property of Tenant and its employees, agents,
servants, customers or other invitees. Landlord shall further be indemnified and
held harmless by Tenant from any loss, cost, damage or expense arising out of
any accident or other occurrence due directly or indirectly to the negligence of
Tenant, its employees, agents, servants, customers or other invitees. All
property kept, stored, or maintained in the Leased Premises shall be so kept,
stored, or maintained at the risk of the Tenant only. Landlord, during the Term
of this Lease, shall indemnify and save harmless Tenant from any liability for
damages arising solely out of the negligence of Landlord. However,
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Landlord shall not be responsible to Tenant for, nor required to save Tenant
Harmless from, any loss or damage which may be occassional by or through the
acts or ommissions of other tenants, invitees or occupants of the Building or
the Property of which the hereunder with respect to the repair or maintenance of
any portions of the Leased Premises required to be repaired or maintained by
repairs or perform such maintenance after due notice in writing and a reasonable
opportunity to cure.
ARTICLE XIV. DEFAULT
This Lease is made on the condition that, if any one or more of the following
events (herein referred to as an "event of default") shall happen:
(a) Tenant shall default in the timely payment of the Rent, or any other
amounts payable hereunder, and such default shall continue for three (3)
days after the receipt of written notice from Landlord, or
(b) Tenant shall neglect or fail to perform or observe any of the other
covenants herein contained on Tenant's part to the same within ten (10)
days after Landlord shall have given Tenant Written notice specifying
such neglect or failure (or within such period, if any, as may be
reasonably required to cure such default, if it is of such nature that
it cannot be cured within a ten (10) day commenced to effect such cure
and shall proceed with due diligence to complete such cure); or
(c) Tenant shall neglect or fail to perform or observe any of the covenants
herein contained (including without limitation the timely payment of the
Rent, or any other amounts payable hereunder) three or more times in any
twelve-month period, such third occurrence being agreed between Landlord
and Tenant to be incurable.
(d) Tenant shall (i) be adjudicated a bankrupt or insolvent, or (ii) file a
petition in bankruptcy or for reorganization or for the adoption of an
arrangement under the Bankruptcy Code (as now or in the future amended),
or (iii) make an assignment of its property for the benefit or its
creditors;
then in any one or more of such events Landlord shall have the right, at its
election, provided Landlord has given prior written notice to Tenant then or at
any time thereafter and while such event of default shall continue, either;
1. In addition to, but without limitation or qualification or, any other
right or remedy of the Landlord herein provided, if the Tenant shall
default in the performance of any covenant, condition or stipulation
contained in this lease, the Landlord may, perform the same for the
account of and at the expense of the Tenant, and the amount of the
payments made or other expenses incurred by the the Landlord for such
purpose shall be forthwith repaid by the Tenant with interest thereon at
the rate of ten percent (10%) per annum. Should the Tenant, pursuant to
this Paragraph, or any other provision of this Lease, become obligated
to reimburse or otherwise pay Landlord any one or more sums of money in
addition to the fixed rent, the amount thereof shall be deemed
additional rent and may, at the option of the Landlord, be added to any
subseqwuent installment of the fixed rent due and payable under the
Lease, in which event the Landlord shall have the renedies for the
default in the payment thereof
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Provided herein.
2. To give Tenant written notice of intention to terminate this Lease on
the date of such given notice or any later date specified therein, and on such
specified date Tenant's right to possession of the Leased Premises shall cease
and this Lease shall thereupon be terminated; or
3. To re-enter and take possession of the Leased Premises, or any part
thereof, and repossess the same as Landlord's former estate, and expel Tenant
and those claiming possession by, through or under Tenant; and remove the
effects of both or either (forcibly. If necessary) without prejudice to any
remedies for arrears of Rent or preceding breach of covenants. Should Landlord
elect to re-enter as provided in this clause (3). Or should Landlord take
possession pursuant to any notice provided by law, Landlord may, from time to
time, Without terminating this Lease, relet the Leased Premises or any part
thereof for such Term or terms, and at such Rent or Landlord may xxxx advisable.
With the right to make alterations and repairs to the Leased Premises, No such
re-entry or talking or possession of the Leased Premises by Landlord shall be
construed as an election Landlord's part to terminate this Lease, unless the
termination thereof be decreed by a court of competent jurisdiction.
In the event Landlord does not elect to terminate this Lease, but on the
contrary, elects to take possession, then such repossession shall not relieve
Tenant of its obligation and liability under this Lease, all of which shall
survive such repossession. In the event of such repossession, Tenant shall pay
to Landlord as current liquidated damages;
(a) The Rent and other sums herein before provided, which would be payable
hereunder if such repossession had not occurred; less
(b) The net proceeds, if any, of any reletting to the Leased Premises after
deduction all of the Landlord's expenses in connection with such reletting,
including, but without limitation, all repossession costs, brokerage
commissions, legal expenses, attorney's fees, expenses of employees, necessary
alternation costs and expenses of preparation for such reletting.
Tenant shall pay such current damages to Landlord on the days on which the Rent
would have been payable hereunder if possession had not been retaken, and
Landlord shall be entitled to receive the required to commence any action or
proceeding to collect the foregoing amounts, or to enforce any other obligation
of Tenant under this Lease, Landlord shall be entitled to a reimbursement of all
cost and expenses incurred in said matter, including reasonable attorney's fees.
If this Lease is terminated by Landlord by reason fo any default by Tenant,
Landlord shall be entitled to recover from Tenant the worth at the time fo such
termination of the excess, if any, of the Rent reserved in this Lease for the
balance of the Term hereof over the deducting all of the Landlord's expenses in
connection with such reletting of the Leased Premises after deductiong all of
the Landlord's expenses in connection with such reletting, including, but
without limitation, all repossession costs, brokerage commissions, legal
expenses, attorney's fees, expenses of employees, necessary alteration costs and
expenses of preparation for such reletting, which amount shall immediately be
due and payable by Tenant to Landlord.
In the event that Landlord commences summary proceedings in the
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nature of a forcible entry and detainer or unlawful detention for non-payment of
Rent, additional rent, or the Tenant's failure to perform its other obligations
hereunder, Tenant agrees not to interpose any counterclaim of any nature
whatsoever in such proceedings; provided, Tenant does not waive its right to
assert any claim in a separate action brought by Tenant.
ARTICLE XV. SIGNS AND ADVERTISING
The Tenant may place its professional interior signage on the main floors,
doorways and any other place upon notification to the Landlord.
ARTICLE XVI. LATE PAYMENT
The Tenant will not be charged any late Rent fees due to processing of payments
through the County Auditor's Office.
ARTICLE XVII. LIEN OF PERSONALTY
Subject to any purchase money security interest on such items, Landlord is
hereby given a lien upon any and all furniture, fixtures and equipment belonging
to Tenant and use at, in or upon the Premises, whether acquired by Tenant before
or after execution of this Lease, to secure the due payment of Rent and other
liabilities of Tenant hereunder. Upon failure of Tenant to pay any part of such
Rent or other liability and after due notice as required hereinabove, Landlord
without further notice of demand may possess and sell such property at public or
private sale (and Landlord may be a purchaser at such sale) and otherwise avail
itself of all rights and remedies then available under the Uniform Commercial
Code as enacted in the State of Ohio. To accomplish the foregoing, Tenant
agrees, at the request of Landlord, to execute and deliver to Landlord a
security agreement and financing statement.
ARTICLE XVIII. ACCESS BY LANDLORD
Landlord reserves the right to enter the Leased Premises at all reasonable times
for the purpose of examining, repairing and protecting the Leased Premises and
to enter the Leased Premises to exhibit the same for lease during times other
than Tenant's normal business hours. The rights granted to the Landlord pursuant
to this Section, shall not require Landlord to make any repairs to the Leased
Premises other than those herein specifically agreed to be made by Landlord nor
otherwise extend any of Landlord's other obligations.
ARTICLE XIX. ASSIGNMENT AND SUBLETTING
Tenant shall not assign, sell, pledge, mortgage, encumber or in any manner
transfer this Lease or any interest therein, nor sublet the Leased Premises or
any part or parts thereof, nor permit occupancy of the Leased Premises or any
part or parts thereof, by anyone with, through or under it. Any purported
assignment, sale, pledge, mortgage, encumbrance, transfer or subletting shall be
null and void and shall be a default hereunder.
A transfer of fifty percent (50%) or more of the voting stock of Tenant (if
Tenant is a corporation) or a transfer of fifty percent (50%) or more of the
interests in profits or losses of Tenant (if Tenant is a partnership) shall be
deemed as assignment for purposes of this Lease.
ARTICLE XX. NOTICES
All notices to be given hereunder by either of the Parties shall be in writing.
Any notice may be served by Landlord upon Tenant personally by delivering the
same to any employee of Tenant at the Leased Premises; an officer of Tenant, if
Tenant is a corporation; to a general partner of Tenant, if Tenant is a general
or limited
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partnership; or Tenant directly, if Tenant is an individual. Any notice shall be
deemed duly served by Landlord upon Tenant if mailed by registered or certified
mail, return receipt requested, with postage prepaid, addressed to Tenant at the
Tenant's address as shown in the Basic Lease Information of this Lease or at the
address of the Leased Premises. Any notice may be served by Tenant by mailing
the same to Landlord, by registered or certified mail, return receipt requested,
with postage prepaid, addressed to Landlord at the Landlord's address as shown
in the Basic Lease Information of this Lease. Either party may change the
address to which notices may be sent by delivering a copy thereof to the other
party in the manner aforesaid. If services shall be made by registered or
certified, mail, such service shall be complete as of the next day following the
mailing of such notice in the manner aforesaid.
ARTICLE XXI. LANDLORD'S SALE
In the event of any sale or lease of the Premises, or real property of which the
Premises are a part, by Landlord, including sales by foreclosure or a deed in
lieu thereof, Landlord shall be entirely freed and relieved of all liability
under any and all of its covenants and obligations contained in or derived from
this Lease arising out of any act or omission occurring after the consummation
of the sale or lease; and the purchaser or lessee shall, during the period of
its ownership of lease term, be deemed without any further agreement between the
parties to have assumed and agreed to carry out any and all of the covenants and
obligations of Landlord under this Lease. All subsequent purchasers or leasees
shall similarly be freed and relieved of all liability hereunder subsequent to
the date of such sale or lease by them. In the event of any such sale or lease,
Tenant agrees to attorn to and become Tenant of Landlord's
successor-in-interest.
ARTICLE XXII. DEPOSIT
Concurrently with the execution of this Lease, Tenant has deposited with
Landlord, and will keep on deposit at all times during the Term, a Security
Deposit as specified in the Basic Lease Information, the receipt of which is
hereby acknowledged, as security for the payment by Tenant of the Rent herein
agreed to be paid and for the faithful performance of all the terms, conditions
and covenants thereof. If, at any time during the Term, Tenant shall be in
default in the performance of any provision of this Lease, Landlord shall have
the right to use said deposit, or so much thereof as necessary, in payment of
any Rent in default as aforesaid, in reimbursement of any expenses incurred by
Landlord in payment of any damages incurred by Landlord by reason of Tenant's
default, or at the option of Landlord, the same may be retained by Landlord. In
such event, Tenant shall, on written demand of Landlord, forthwith remit to
Landlord a sufficient amount of cash to restore said deposit to its original
amount. In the event said deposit has not been utilized as aforesaid, said
deposit, or as much thereof as has not been utilized for said purposes, shall be
refunded to Tenant, without interest, upon full performance of this Lease by
Tenant. Landlord shall have the right to commingle said deposit with other funds
of Landlord. Landlord may deliver the funds deposited herein by Tenant to the
purchaser of Landlord's interest in the Leased Premises in the event such
interest is sold and, thereupon, Landlord shall be discharged from further
liability with respect to such deposit. Said deposit shall not be considered as
liquidated damages, and, if claims of Landlord exceed said deposit, Tenant shall
remain liable for the balance of such claims.
ARTICLE XXIII. MISCELLANEOUS
Section 23.1. Amendments or Modifications. No amendment or modification of this
Lease or any approvals or permissions of Landlord required under this Lease
shall be valid or binding unless reduced in writing and executed by the parties
hereto in the same manner as the execution of this Lease.
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TENANT ________
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Section 23.2. Non-waiver. No waiver of a condition or covenant of this Lease by
either party hereto shall be deemed to imply or constitute a further waiver by
such party of the same of any other condition or covenant. No act or thing done
by Landlord or Landlord's agents during the Tem hereof shall be deemed an
acceptance or surrender of the Leased Premises, and no agreement to accept such
surrender shall be valid unless in writing signed by Landlord. The delivery of
Tenant's keys to any employee or agent of Landlord shall not constitute a
termination of this Lease unless a written agreement has been entered into with
Landlord to this effect. No payment by Tenant, nor receipt by Landlord, of a
lesser amount than the Rent or other charges herein stipulated shall be deemed
to be other than on an account of the earliest stipulated Rent, nor shall any
endorsement or statement on any check or any letter accompanying any check, or
payment as Rent, be deemed as accord and satisfaction, and Landlord shall accept
such a check for payment without prejudice to Landlord's right to recover the
balance of such Rent or pursue any other remedy available to Landlord. If this
Lease be assigned, or if the Leased Premises or any part thereof be sublet or
occupied by anyone other than Tenant, Landlord may collect Rent from the
assignee, subtenant or occupant and apply the net amount collected to the Rent
herein reserved, but no such collection shall be deemed a waiver of the covenant
herein against assignment and subletting, or the acceptance of the assignee,
sub-tenant or occupant as tenant, or a release of Tenant from the complete
performance by Tenant of the covenants herein contained on the part of the
Tenant to be performed.
Section 23.3. Holding Over. In the event that Tenant remains in possession after
the expiration of this Lease, without execution of a new lease, Tenant shall be
deemed to occupy the Leased Premises as a Tenant from month-to-month at Tent
twice the amount due for the last month of the term hereof, and subject to all
conditions, provisions and obligations set forth herein insofar as the same are
applicable to a month-to-month tenancy.
Section 23.4. No Warranties. Tenant agrees that no representations or
warranties, either express or implied, have been made with reference to the
condition of the Leased Premises or their fitness for the use for any purpose
whatsoever, and that Landlord shall not be liable for any use to which the
Leased Premises are put or any damage either to person or property because of
any injury, loss of life, loss or damage to or total destruction of merchandise
or property resulting from such use.
Section 23.5. Rules. Landlord reserves the right to make such other further
reasonable rules and regulations which may be needed for the safety, care, and
cleanliness of the Leased Premises which shall be binding upon the parties
hereto as if inserted herein at the time of the execution of this Lease.
Section 23.6. Binding Effect. Subject to the provision hereof, the benefits of
this Lease and the burdens hereunder shall respectively insure to and be binding
upon the heirs, successors, personal representatives and assigns of the parties.
Section 23.7. Force Majeure. Whenever a period of time is herein provided for
either party to do or perform any ct or thing, there shall be excluded from the
computation of such period of time any delays due to strikes, riots, acts of
God, shortages of labor or any cause or causes, whether or not similar to those
enumerated, beyond the parties reasonable control or the reasonable control of
their agents, servants, employees and any contractor engaged by them to perform
work in connection with this Lease.
Section 23.8. Entire Agreement. This Lease contains the entire agreement
between the parties. Any agreement hereafter or heretofore made shall operate to
change, modify, terminate or discharge this Lease, in whole or in part, unless
such agreement is in writing and signed by each of the parties hereto except for
Exhibit A.
INITIALS LANDLORD _____
TENANT _____
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Section 23.9. Unenforceability. If any clause or provision of this Lease is
found by a court of competent jurisdiction illegal, invalid or unenforceable
under present or future laws effective during the Term of this Lease, then and
in that event the remainder of this Lease shall not be affected thereby, and in
lieu of each clause or provision of this Lease that is illegal, invalid or
unenforceable, there be added as a part of this Lease a clause or provision as
similar in terms to such illegal, invalid or unenforceable clause or provisions
as may be possible and be legal. valid and enforceable.
Section 23.10 Joint and Several Liability. If the term "Tenant" refers to more
than one corporation, association, trust, partnership, individual or entity,
their liability hereunder shall be joint and several.
Section 23.11. Quiet Enjoyment. So long as Tenant is not in default hereunder,
Landlord shall assure Tenant quiet enjoyment of the Premises.
Section 23.12 Authority. The signatory on behalf of Tenant warrants its.
Authority to do so. And warrants further that entry into this Lease has been
properly authorized pursuant to Tenant's constituent documents.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first above written.
SIGNED AND ACKNOWLEDGED LANDLORD
IN THE PRESENCEOF:
---------------------------- By: -----------------------------------
---------------------------- Its: ----------------------------------
---------------------------- Date: ---------------------------------
STATE OF__________________:
SS
COUNTY OF________________:
The foregoing instrument was acknowledged before me this_____day of ___________,
19_____, by ____________________, as ______________________________on behalf of
______________
------------------------ ------------------------
Notary Public My Commission expires
SIGNED AND ACKNOWLEDGED TENANT
IN THE PRESENCEOF:
---------------------------- By: ------------------------------------
---------------------------- Its: -----------------------------------
---------------------------- Date: ----------------------------------
STATE OF__________________:
SS
COUNTY OF________________:
The foregoing instrument was acknowledged before me this_____day of ___________,
19_____, by _____________________, as ____________________________on behalf of
______________
------------------------ ------------------------
Notary Public My Commission expires
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