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EXHIBIT 10.21
LEASE AGREEMENT
THIS AGREEMENT, MADE THE 1st day of January, one thousand nine hundred and
ninety four (1994), by and between Xxxx 3 Partners and existing under the laws
of Pennsylvania, (hereinafter called Lessor), or the one part, and Robec, Inc.
d/b/a Robec Distributors (hereinafter called Lessee), of the other part.
WITNESSETH THAT: Lessor does hereby demise and let unto Lessee all that certain
property consisting of the 105,000 square feet office and warehouse facility on
Privet Road in Horsham, PA. The property is located at 000 Xxxxxx Xxxx,
Xxxxxxx, XX. in the Township of Horsham State of Pennsylvania, to be used and
occupied as office and distribution center for the distribution of computers
and accessories and for no other purpose, for the term of 3 years beginning the
1st day of January one thousand nine hundred and ninety four (1994) and ending
the 31st day of December one thousand nine hundred and ninety six (1996), for
the minimum rental of $522,000 Per Year, renegotiable 1/1/97 for a maximum
increase of 10% of the previous base rent, and every three years thereafter,
payable in monthly installments in advance during the said term of this lease,
or any renewal hereof, in sums of $43,500.00 on the first day of each month,
rent to begin from the 1st day of January, 1994, the first installment to be
paid at the time of signing the lease.
If Lessor is unable to give Lessee possession of the demised premises, as
herein provided, by reason of the holding over of a previous occupant, or by
reason of any cause beyond the control of the Lessor, the Lessor shall not be
liable in damages to the Lessee therefore, and during the period that the
Lessor is unable to give possession, all rights and remedies of both parties
hereunder shall be suspended.
(a) Lessee agrees to pay as rent in addition to the minimum rental
herein reserved any and all sums which may become due by reason of the failure
of Lessee to comply with all the covenants of this lease and pay any and all
damages, costs and expenses which the Lessor may suffer or incur by reason of
any default of the Lessee or failure on his part to comply with the covenants
of this lease, and each of them, and also any and all damages of the demised
premises caused by any act or neglect of the Lessee.
(b) Lessee further agrees to pay as rent in addition to the minimum
rental herein reserved all taxes assessed or imposed upon the demised premises
and/or the building of which the demised premises is a part during the term of
this lease. All taxes will be prorated to tenants proportional to the rental
payment.
(c) Lessee further agrees to pay to Lessor as additional rent all
fire insurance premiums upon the demised premises and/or the building of which
the demised premises is a part.
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(d) Lessee further agrees to pay as additional rent all utilities,
including but not limited to heat, coal, water, and sanitary charges, and all
charges for repairs to said equipment for such services on the premises, whether
such repairs are made necessary by ordinary xxxx and tear, freezing, hot water,
accident or other causes, immediately when the same become due.
(e) Lessee further agrees to pay as additional rent equally with the
other tenants for common expenses including but not limited to outside lighting,
grass cutting, snow removal, improvements such as parking lots, sewer system,
plus Fire Casualty and General Liability Insurance.
All rents shall be payable without prior notice or demand at the office of
Lessor in at 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, XX or at such other place as
Lessor may from time to time designate by notice in writing.
Lessee covenants and agrees that he will without demand
(a) Pay the rent and all other charges herein reserved as rent on the days
and times and at the place that the same are made payable, without fail, and if
Lessor shall at any time or times accept said rent or rent charges after the
same shall have become due and payable, such acceptance shall not excuse delay
upon subsequent occasions, or constitute or be construed as a waiver of any of
Lessor's rights. Lessee agrees that any charge or payment herein reserved,
included or agreed to be treated or collected as rent and/or any other charges
or taxes, expenses, or costs herein agreed to be paid by the Lessee may be
proceeded for and recovered by the Lessor by distraint of other process in the
same manner as rent due and in arrears.
(b) Keep the demised premises clean and free from all ashes, dirt and other
refuse matter; replace all glass windows, doors, etc., broken; keep all waste
and drain pipes open; repair all damage to plumbing and to the premises in
general; keep the same in good order and repair as they now are, reasonable
wear and tear and damage by accidental fire or other casualty not occurring
through negligence of Lessee or those employed by or acting for Lessee alone
excepted. The Lessee agrees to surrender the demised premises in the same
condition in which Lessee has herein agreed to keep the same during the
continuance of this lease.
(c) Comply with any requirements of any of the constituted public
authorities, and with the terms of any State or Federal statute or local
ordinance or regulation applicable to Lessee or his use of the demised
premises, and save Lessor harmless from penalties, fines, costs or damages
resulting from failure to do so.
(d) Use every reasonable precaution against fire.
(e) Comply with rules and regulations of Lessor promulgated as hereinafter
provided.
(f) Peaceably deliver up and surrender possession of the demised premises to
the Lessor at the expiration or sooner termination of this lease, promptly
delivering to Lessor at his office all keys for the demised premises.
(g) Give to Lessor prompt written notice of any accident, fire or damage
occurring on or to the demised premises.
(h) Lessee shall be responsible for the condition of the pavement, curb,
cellar doors, awnings and other erections in the pavement during the term of
this lease; shall keep the pavement free from snow and ice; and shall be and
hereby agrees that Lessee is solely liable for any accidents, due or alleged to
be due to their defective condition, or to any accumulations of snow and ice.
Lessee covenants and agrees that he will do none of the following things
without the consent in writing of Lessor first had and obtained:
(a) Occupy the demised premises in any other manner or for any other purpose
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than as above set forth.
(b) Assign, mortgage or pledge this lease or under-let or sub-lease the
demised premises, or any part thereof, or permit any other person, firm or
corporation to occupy the demised premises, or any part thereof; nor shall any
assignee or sub-lessee assign, mortgage or pledge this lease or such sub-lease,
without an additional written consent by the Lessor, and without such consent
no such assignment, mortgage or pledge shall be valid. If the Lessee becomes
embarrassed or insolvent, or makes an assignment for the benefit of creditors,
or if a petition in bankruptcy is filed by or against the Lessee or a xxxx in
equity or other proceeding for the appointment of a receiver for the Lessee if
filed, or if the real or personal property of the Lessee shall be sold or
levied upon by any Sheriff, Xxxxxxxx or Constable, the same shall be a
violation of this covenant.
(c) Place or allow to be placed any stand, booth, sign or show case upon the
doorsteps, vestibules or outside xxxxx or pavements or said premises, or paint,
place, erect or cause to be painted, placed or erected any sign, projection or
device on or in any part of the premises. Lessee shall remove any sign,
projection or device painted, placed or erected, if permission has been granted
and restore the walls, etc., to their former conditions, at or prior to the
expiration of this lease. In case of the breach of this covenant (in addition
to all other remedies given to Lessor in case of breach of any conditions or
covenants of this lease) Lessor shall have the privilege of removing said
stand, booth, sign, show case, projection or device, and restoring said walls,
etc., to their former condition, and Lessee, at Lessor's option, shall be
liable to Lessor for any and all expenses so incurred by Lessor.
(d) Make any alterations, improvements, or additions to the demised
premises. All alterations, improvements, additions or fixtures, whether
installed before or after the execution of this lease, shall remain upon the
premises at the expiration or sooner determination of this lease and become the
property of Lessor, unless Lessor shall, prior to the determination of this
lease, have given written notice to Lessee to remove the same, in which event
Lessee will remove such alterations, improvements and additions and restore the
premises to the same good order and condition in which they now are. Should
Lessee fail so to do, Lessor may do so, collecting, at Lessor's option, the
cost and expense thereof from Lessee as additional rent.
(e) Use or operate any machinery that, in Lessor's option, the cost and
expense thereof from Lessee as additional rent.
(f) Place any weights in any portion of the demised premises beyond the safe
carrying capacity of the structure.
(g) Do or suffer to be done, any act, matter or thing objectionable to the
fire insurance companies whereby the fire insurance or any other insurance now
in force or hereafter to be placed on the demised premises, or any part thereof,
or on the building of which the demised premises may be a part, shall become
void or suspended, or whereby the same shall be rated as a more hazardous risk
than at the date of execution of this lease, or employ any person or persons
objectionable to the fire insurance companies or carry or have any benzine or
explosive matter of any kind in and about the demised premises. In case of a
breach of this covenant (in addition to all other remedies given to Lessor in
case of the breach of any of the conditions or covenants of this lease) Lessee
agrees to pay to Lessor as additional rent any and all increase or increases of
premiums on insurance carried by Lessor on the demised premises, or any part
thereof, or on the building of which the demised premises may be a part, caused
in any way by the occupancy of Lessee.
(h) Remove, attempt to remove or manifest an intention to remove Lessee's
goods or property from or out of the demised premises otherwise than in the
ordinary and usual course of business, without having first paid and satisfied
Lessor for all rent which may become due during the entire term of this lease.
(i) Vacate or desert said premises during the term of this lease, or permit
the same to be empty and unoccupied.
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Lessee covenants and agrees that Lessor shall have the right to do the
following things and matters in and about the demised premises:
(a) At all reasonable times by himself or his duly authorized agents to go
upon and inspect the demised premises and every part thereof, and/or at his
option to make repairs, alterations and additions to the demised premises or
the building of which the demised premises is a part.
(b) At any time or times and from time to time to make such rules and
regulations as in his judgment may from time to time be necessary for the
safety, care and cleanliness of the premises, and for the preservation of good
order therein. Such rules and regulations shall, when noticed thereof is given
to Lessee, form and part of this lease.
(a) To display a "For Sale" sign at any time, and also, after notice from
either party of intention to determine this lease, or at any time within three
months prior to the expiration of this lease, a "For Rent" sign, or both "For
Rent" and "For Sale" signs; and all of said signs shall be placed upon such
part of the premises as Lessor may elect and may contain such matter as Lessor
shall require. Prospective purchasers or tenants authorized by Lessor may
inspect the premises at reasonable hours at any time.
(d) The Lessor may discontinue all facilities furnished and services
rendered, or any of them, by Lessor, not expressly covenanted for herein, it
being understood that they constitute no part of the consideration for this
lease.
(a) Lessee agrees to be responsible for and to relieve and hereby relieves
Lessor from all liability by reason of any injury or damage to any person or
property in the demised premises, whether belonging to the Lessee or any other
person, caused by any fire, breakage or leakage in any part or portion of the
demised premises, or any part or portion of the building of which the demised
premises is a part, or from water, rain or snow that may leak into, issue or
flow from any part of the said premises, or of the building of which demised
premises is a part, or from the drains, pipes, or plumbing work of the same, or
from any place or quarter, whether such breakage, leakage, injury of damage be
caused by or result from the negligence of Lessor or his servants or agents or
any person or persons whatsoever.
(b) Lessee also agrees to be responsible for and to relieve and hereby
relieves Lessor from all liability by reason of any damage or injury to any
person or thing which may arise from or be due to the use, misuse or abuse of
all or any of the elevators, hatches, openings, stairways, hallways, of any
kind whatsoever, which may exist or hereafter be erected or constructed on the
said premises, or from any kind of injury which may arise from any other cause
whatsoever on the said premises or the building of which the demised premises
is a part, whether such damage, injury, use, misuse or abuse be caused by or
result from the negligence of Lessor, his servants or agents or any other
person or persons whatsoever.
(a) In the event that the demised premises is totally destroyed or so damaged
by fire or other casualty not occurring through fault or negligence of the
Lessee or those employed by or acting for him, that the same cannot be repaired
or restored within a reasonable time, this lease shall absolutely cease and
determine, and the rent shall xxxxx for the balance of the term.
(b) If the damage caused as above be only partial and such that the premises
can be restored to their then condition within a reasonable time, the Lessor
may, at his option, restore the same with reasonable promptness, reserving the
right to enter upon the demised premises for the purpose. The Lessor also
reserves the right to enter upon the demised premises whenever necessary to
repair damage caused by fire or other casualty to the building of which the
demised premises is a part, even though the effect of such entry be to render
the demised premises or a part thereof untenantable. In either event, the rent
shall be apportioned and suspended during the time the Lessor is in possession,
taking into account the proportion of the demised premises rendered untenant-
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able and the duration of the Lessor's possession. If a dispute arises as to
the amount of rent due under this clause, Lessee agrees to pay the full amount
claimed by Lessor. Lessee shall, however, have the right to proceed by law to
recover the excess payment, if any.
(c) Lessor shall make such election to repair the premises or terminate this
lease by giving notice thereof to Lessee at the leased premises within thirty
days from the day lessor received notice that the demised premises had been
destroyed or damaged by fire or other casualty.
(d) Lessor shall not be liable for any damage, compensation or claim by
reason of inconvenience or annoyance arising from the necessity of repairing
any portion of the building, the interruption in the use of the premises, or
the termination of this lease by reason of the destruction of the premises.
(e) The Lessor has let the demised premises in their present condition and
without any representations on the part of the Lessor, his officers, employees,
servants and/or agents. It is understood and agreed that Lessor is under no
duty to make repairs or alterations at the time of letting or at any time
thereafter.
(a) No contract entered into or that may be subsequently entered into by
Lessor with Lessee, relative to any alterations, additions, improvements or
repairs, nor the failure of Lessor to make such alterations, additions,
improvements or repairs as required by any such contract, nor the making of
Lessor or his agents or contractors of such alterations, additions,
improvements or repairs shall in any way affect the payment of the rent or said
other charges at the time specified in this lease.
(b) It is hereby covenanted and agreed, any law, usage or custom to the
contrary notwithstanding, that Lessor shall have the right at all times to
enforce the covenants and provisions of this lease in strict accordance with
the terms hereof, notwithstanding any conduct or custom on the part of the
Lessor in refraining from so doing at any time or times; and, further, that the
failure of Lessor at any time or times to enforce his rights under said
covenants and provisions strictly in accordance with the same shall not be
construed as having created a custom in any way or manner contrary to the
specific terms, provisions and covenants of this lease or as having in any way
or manner modified the same.
(c) This lease is granted upon the express condition that Lessee and/or the
occupants of the premises herein leased, shall not conduct themselves in a
manner which the Lessor in his sole opinion may deem improper or objectionable,
and that if at any time during the term of this lease or any extension or
continuation thereof, Lessee or any occupier of the said premises shall have
conducted himself, herself or themselves in a manner which Lessor in his sole
opinion deems improper or objectionable, Lessee shall be taken to have broken
the covenants and conditions of this lease, and Lessor will be entitled to all
of the rights and remedies granted and reserved herein for the Lessee's failure
to observe any of the covenants and conditions of this lease.
(d) In the event of the failure of Lessee promptly to perform the covenants
of Section 8(b) hereof, Lessor may go upon the demised premised and perform
such covenants, the cost thereof, at the sole option of Lessor, to be charged
to Lessee as additional and delinquent rent.
If the Lessee
(a) Does not pay in full when due any and all installments of rent and/or any
other charge or payment herein reserved, included, or agreed to be treated or
collected as rent and/or any other charge, expense, or cost herein agreed to be
paid by the Lessee, or
(b) Violates or fails to perform or otherwise breaks any covenant of agreement
herein contained; or
(c) Vacates the demised premises or removes or attempts to remove or
manifests an intention to remove any goods or property therefrom otherwise than
in the ordinary and usual course of business without having first paid and
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satisfied the Lessor in full for all rent and other charges then due or that
may thereafter become due until the expiration of the then current term, above
mentioned
Then and in any or either of said events, there shall be deemed to be
a breach of this lease, and thereupon ipso facto and without entry or other
action by Lessor;
(1) The rent for the entire unexpired balance of the term of this
lease, as well as all other charges, payments, costs and expenses herein agreed
to be paid by the Lessee, or at the option of Lessor any part thereof, and also
all costs and officers' commissions including watchmen's wages and further
including the five percent chargeable by Act of Assembly to the Lessor, shall,
in addition to any and all installments of rent already due and payable and in
arrears and/or any other charge or payment herein reserved, included or agreed
to be treated or collected as rent, and/or any other charge, expense or cost
herein agreed to be paid by the Lessee which may be due and payable and in
arrears, be taken to be due and payable and in arrears as if by the terms and
provisions of this lease, the whole balance of unpaid rent and other charges,
payments, taxes, costs and expenses were on that date payable in advance; and
if this lease or any part thereof is assigned, or if the premises or any part
thereof is sub-let, Lessee hereby irrevocably constitutes and appoints Lessor
Lessee's agent to collect the rents due by such assignee or sub-lessee and
apply the same to the rent due hereunder without in any way affecting Lessee's
obligation to pay any unpaid balance due hereunder;
(2) This lease and the term hereby created shall determine and become
absolutely void without any right on the part of the Lessee to save the
forfeiture by payment of any sum due or by other performance of any condition,
term or covenant broken; whereupon, Lessor shall be entitled to recover damages
for such breach in an amount equal to the amount of rent reserved for the
balance of the term of this lease, less the fair rental value of the said
demised premises, for the residue of said term.
In the event of any default as above set forth in Section 14, the Lessor,
or anyone acting on Lessor's behalf, at Lessor's option;
(a) may without notice or demand enter the demised premises, breaking
open locked doors if necessary to effect entrance, without liability to action
for prosecution or damages for such entry or for the manner thereof, for the
purpose of distraining or levying and for any other purposes, and take
possession of and sell all goods and chattels at auction, on three days' notice
served in person on the Lessee or left on the premises, and pay the said Lessor
out of the proceeds, and even if the rent be not due and unpaid, should the
Lessee at any time remove or attempt to remove goods and chattels from the
premises without leaving enough thereon to meet the next periodical payment,
Lessee authorizes the Lessor to follow for a period of ninety days after such
removal, take possession of and sell at auction, upon like notice, sufficient
of such goods to meet the proportion of rent accrued at the time of such
removal; and the Lessee hereby releases and discharges the Lessor, and his
agents, from all claims, actions, suits, damages, and penalties, for or by
reason or on account of any entry, distraint, levy, appraisement or sale;
and/or
(b) may enter the premises, and without demand proceed by distress and
sale of the goods there found to levy the rent and/or other charges herein
payable as rent, and all costs and officers' commissions, including watchmen's
wages and sums chargeable to Lessor, and further including a sum equal to 5% of
the amount of the levy as commissions to the constable or other person making
the levy, shall be paid by the Lessee, and in such case all costs, officers'
commission and other charges shall immediately attach and become part of the
claim of Lessor for rent, and any tender of rent without said costs, commission
and charges made after the issue of a warrant of distress shall not be
sufficient to satisfy the claim of the Lessor. Lessee hereby expressly waives
in favor of Lessor the benefit of all laws now made or which may hereafter be
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made regarding any limitation as to the goods upon which, or the time within
which, distress is to be made after removal of goods, and further relieves the
Lessor of the obligations of proving or identifying such goods, it being the
purpose and intent of this provision that all goods of Lessee, whether upon the
demised premises or not, shall be liable to distress for rent. Lessee waives in
favor of Lessor all rights under the Act of Assembly of April 6, 1951, P.L. 69,
and all supplements and amendments thereto that have been or may hereafter be
passed, and authorizes the sale of any goods distrained for rent at any time
after five days from said distraint without any appraisement and/or
condemnation thereof.
(c) The Lessee further waives the right to issue a Writ of Replevin
under the Pennsylvania Rules of Civil Procedure, No. 1071 &c. and Laws of the
Commonwealth of Pennsylvania, or under any other law previously enacted and now
in force, or which may be hereafter enacted, for the recovery of any articles,
household goods, furniture, etc., seized under a distress for rent or levy upon
an execution for rent, damages or otherwise; all waivers hereinbefore mentioned
are hereby extended to apply to any such action; and/or
(d) may lease said premises or any part or parts thereof to such person
or persons as may in Lessor's discretion seem best and the Lessee shall be
liable for any loss of rent for the balance of the then current term.
If rent and/or any charges hereby reserved as rent shall remain unpaid on
any day when the same ought to be paid, Lessee hereby empowers any
Prothonotary, Clerk or Court or attorney of any Court of Record to appear for
Lessee in any and all actions which may be brought for rent and/or the charges,
payments, costs and expenses reserved as rent, or agreed to be paid by the
Lessee and/or to sign for Lessee an agreement for entering in any competent
Court an amicable action or actions for the recovery of rent or other charges,
payments, costs and expenses, and in said suites or in said amicable action or
actions to confess judgment against Lessee for all or any part of the rent
specified in this lease and then unpaid including, at Lessor's option, the rent
for the entire unexpired balance of the term of this lease, and/or other
charges, payments, costs and expenses reserved as rent or agreed to be paid by
the Lessee, and for interest and costs together with any attorney's commission
of 5%. Such authority shall not be exhausted by one exercise thereof, but
judgment may be confessed as aforesaid from time to time as often as any of
said rent and/or other charges, payments, costs and expenses, reserved as rent
shall fall due or be in arrears, and such powers may be exercised as well after
the expiration of the original term and/or during any extension or renewal of
this lease.
When this lease shall be determined by condition broken, either during
the original term of this lease or any renewal or extension thereof, and also
when and as soon as the term hereby created or any extension thereof shall have
expired, it shall be lawful for any attorney as attorney for Lessee to file an
agreement for entering in any competent Court an amicable action and judgment
in ejectment against Lessee and all persons claiming under Lessee for the
recovery by Lessor of possession of the herein demised premises, for which this
lease shall be his sufficient warrant, whereupon, if Lessor so desires, a writ
of Execution or of Possession may issue forthwith, without any prior writ or
proceedings whatsoever, and provided that if for any reason after such action
shall have been commenced the same shall be determined and the possession of
the premises hereby demised remain in or be restored to Lessee, Lessor shall
have the right upon any subsequent default or defaults, or upon termination of
this lease as hereinbefore set forth, to bring one or more amicable action or
actions as hereinbefore set forth to recover possession of the said premises.
In any amicable action of ejectment and/or for rent in arrears, Lessor
shall first cause to be filed in such action an affidavit made by him or
someone acting for him setting forth the facts necessary to authorize the entry
of
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judgment, of which facts such affidavit shall be conclusive evidence and if a
true copy of this lease (and of the truth of the copy such affidavit shall be
sufficient evidence) be filed in such action, it shall not be necessary to file
the original as a warrant of attorney, any rule of Court, custom or practice to
the contrary notwithstanding.
Lessee expressly agrees that any judgment, order or decree entered against him
by or in any Court or Magistrate by virtue of the powers of attorney contained
in this lease, or otherwise, shall be final, and that he will not take an
appeal, certiorari, writ of error, exception or objection to the same, or file
a motion or rule to strike off or open or to stay execution of the same, and
releases to Lessor and to any and all attorneys who may appear for Lessee all
errors in the said proceedings, and all liability therefor. Lessee expressly
waives the benefits of all laws, now or hereafter in force, exempting any goods
on the demised premises, or elsewhere from distraint, levy or sale in any legal
proceedings taken by the Lessor to enforce any rights under this lease. Lessee
further waives the right of inquisition on any real estate that may be levied
upon to collect any amount which may become due under the terms and conditions
of this lease, and does hereby voluntarily condemn the same and authorizes the
Prothonotary or Clerk of Court to issue a Writ of Execution or other process
upon Lessee's voluntarily condemnation, and further agrees that the said real
estate may be sold on a Writ of Execution or other process. If proceedings
shall be commenced by Lessor to recover possession under the Acts of Assembly,
either at the end of the term or sooner termination of this lease, or for
nonpayment of rent or any other reason Lessee specifically waives the right to
the three months' notice and/or the fifteen or thirty days' notice required by
the Act of April 6, 1951, P.L. 69, and agrees that five days' notice shall be
sufficient in either or any other case.
The right to enter judgment against Lessee and to enforce all of the other
provisions of this lease hereinabove provided for may, at the option of any
assignee of this lease, be exercised by any assignee of the Lessor's right,
title and interest in this lease in his, her or their own name, notwithstanding
the fact that any or all assignments of the said right, title and interest may
not be executed and/or witnessed in accordance with the Act of Assembly of May
28, 1715, 1 Sm. L. 90, and all supplements and amendments thereto that have
been or may hereafter be passed and Lessee hereby expressly waives the
requirements of said Act of Assembly and any and all laws regulating the manner
and/or form in which such assignments shall be executed and witnessed.
All of the remedies hereinbefore given to Lessor and all rights and remedies
given to him by law and equity shall be cumulative and concurrent. No
determination of this lease or the taking or recovering of the premises shall
deprive Lessor of any of his remedies or actions against the Lessee for rent
due at the time or which, under the terms hereof, would in the future become
due as if there has been no determination, nor shall the bringing of any action
for rent or breach of covenant, or the resort to any other remedy herein
provided for the recovery of rent be construed as a waiver of the right to
obtain possession of the premises.
In the event that the premises demised or any part thereof is taken or
condemned for a public or quasi-public use, this lease shall, as to the part so
taken, terminate as of the date title shall vest in the condemnor, and rent
shall xxxxx in proportion to the square feet of leased space taken or condemned
or shall cease if the entire premises be so taken. In either event the Lessee
waives all claims against the Lessor by reason of the complete or partial
taking of the demised premises, and it is agreed that the Lessee shall not be
entitled to any notice whatsoever of the partial or complete termination of
this lease by reason of the aforesaid.
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This Agreement of lease and all its terms, covenants and provisions are and
each of them is subject and subordinate to any lease or other arrangement or
right to possession, under which the Lessor is in control of the demised
premises, to the rights of the owner or owner's of the demised premises and of
the land or buildings of which the demised premises are a part, to all rights
of the Lessor's landlord and to any and all mortgages and other encumbrances
now or hereafter placed upon the demised premises or upon the land and/or the
buildings containing the same; and Lessee expressly agrees that if Lessor's
tenancy, control, or right to possession shall terminate either by expiration,
forfeiture or otherwise, then this lease shall thereupon immediately terminate
and the Lessee shall, thereupon, give immediate possession; and Lessee hereby
waives any and all claims for damages or otherwise by reason of such
termination as aforesaid.
It is hereby mutually agreed that either party hereto may terminate this lease
at the end of said term by giving to the other party written notice thereof at
least sixty (60) days prior thereto, but in default of such notice, this lease
shall continue upon the same terms and conditions in force immediately prior to
the expiration of the term hereof as are herein contained for a further period
of ninety (90) days and so on from quarter to quarter unless or until
terminated by either party hereto, giving the other sixty (60) days written
notice for removal previous to expiration of the then current term; PROVIDED,
however, that should this lease be continued for a further period under the
terms hereinabove mentioned, any allowances given Lessee on the rent during the
original term shall not extend beyond such original term and further provided,
however, that if Lessor shall have given such written notice prior to the
expiration of any term hereby created, of his intention to change the terms and
conditions of this lease, and Lessee shall not within sixty (60) days from such
notice notify Lessor of Lessee's intention to vacate the demised premises at
the end of the then current term, Lessee shall be considered as Lessee under
the terms and conditions mentioned in such notice for a further term as above
provided, or for such further term as may be stated in such notice. In the
event that Lessee shall give notice, as stipulated in this lease, of intention
to vacate the demised premises at the end of the present term, or any renewal
or extension thereof, and shall fail or refuse so to vacate the same on the
date designated by such notice, then it is expressly agreed that Lessor shall
have the option either (a) to disregard the notice so given as having no
effect, in which case all the terms and conditions of this lease shall continue
thereafter with full force precisely as if such notice had not been given, of
(b) Lessor may, at any time within thirty days after the present term or any
renewal or extension thereof, as aforesaid, give the said Lessee ten days'
written notice of his intention to terminate the said lease; whereupon the
Lessee expressly agrees to vacate said premises at the expiration of the said
period of ten days specified in said notice. All powers granted to Lessor by
this lease may be exercised and all obligations imposed upon Lessee by this
lease shall be performed by Lessee as well during any extension of the original
term of this lease as during the original term itself.
All notices required to be given by Lessor to Lessee shall be sufficiently
given by leaving the same upon the demised premises, but notices given by
Lessee to Lessor must be given by registered mail, and as against Lessor the
only admissible evidence that notice has been given by Lessee shall be a
registry return receipt signed by Lessor or his agent.
It is expressly understood and agreed by and between the parties hereto that
this lease and the riders attached hereto and forming a part hereof set forth
all the promises, agreements, conditions and understandings between Lessor or
his Agents and Lessee relative to the demised premises, and that there are no
promises, agreements, conditions or understandings, either oral or written,
10
between them other than are herein set forth. It is further understood and
agreed that, except as herein otherwise provided, no subsequent alteration,
amendment, change or addition to this lease shall be binding upon Lessor or
Lessee unless reduced to writing and signed by them.
All rights and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind the several and respective heirs,
executors, administrators, successors and assigns of said parties; and if there
shall be more than one Lessee, they shall all be bound jointly and severally by
the terms, covenants and agreements herein, and the work "Lessee" shall be
deemed and taken to mean each and every person or party mentioned as a Lessee
herein, be the same one or more; and if thee shall be more than one Lessee, any
notice required or permitted by the terms of this lease may be given by or to
any one thereof, and shall have the same force and effect as if given by or to
all thereof. The words "his" and "him" wherever stated herein shall be deemed
to refer to the "Lessor" and Lessee" whether such Lessor or Lessee be singular
or plural and irrespective of gender. No rights, however, shall inure to the
benefit of any assignee of Lessee unless the assignment to such assignee has
been approved by Lessor in writing as aforesaid.
Any headings preceding the text of the several paragraphs and sub-paragraphs
hereof are inserted solely for convenience of reference and shall not
constitute a part of this lease, nor shall they affect its meaning,
construction or effect.
30. Lessee agrees to pay or cause to be paid when due, all charges for all
gas, electricity, heat, telephone and other services or utilities used,
rendered or supplied to, upon or in connection with the said premises
throughout the term and to indemnify Lessor and save it harmless against
claims, liability, damages or expense on such account. Lessee shall pay all
charges directly to the provider of the service or utility involved, unless
lessor directs the same be paid to lessor, except that any charge covering a
period commencing before or terminating after the term shall be paid directly
to lessor.
IN WITNESS WHEREOF, the parties hereto have executed these presents the
day and year first above written, and intend to be legally bound thereby.
SEALED AND DELIVERED IN THE PRESENCE OF:
/s/ /s/ (SEAL)
--------------------------------- ------------------------------
Robec, Inc. (SEAL)
--------------------------------- ------------------------------
(SEAL)
--------------------------------- ------------------------------
Attest: /s/ Xxxxxxx X. Xxxxxxxxxx By: (SEAL)
--------------------------- ----------------------------
11
FIRST AMENDMENT OF LEASE BETWEEN XXXX 3 PARTNERS and
AMERIQUEST TECHNOLOGIES, INC.
THIS FIRST AMENDMENT OF LEASE is made this 10th day of September, 1996 by
and between XXXX 3 PARTNERS, a Pennsylvania general partnership (hereinafter
called "Lessor"), and AMERIQUEST TECHNOLOGIES, INC., a Delaware Corporation
("Lessee").
WHEREAS, by Lease Agreement dated January 1, 1994 (hereinafter called
"Lease"), Lessor did lease to Robec, Inc.. (which was acquired by Lessee on
November 13, 1995 as a wholly-owned subsidiary and then merged with and into
Lessee on July 31, 1996), a property consisting of approximately 105,000 square
feet of office and warehouse space (hereinafter called "Desmised Premises") for
a period of three years and terminating December 31, 1996; and
WHEREAS, Lessor and Lessee now both desire to extend the term of the
Lease.
NOW, THEREFORE, the parties hereto intending to be legally bound, hereby
agree as follows:
1. The Lease is hereby amended to provide for the continuance of the rental of
the Demised Premises for an additional period of thirteen (13) months with
the date of termination to be January 31, 1998 (hereinafter called "Initial
Extension").
2. After the Initial Extension, the Lease will remain in effect on a
month-to-month basis as long as the Lessor and or the Lessee do not notify
the other by written notice that they desire to terminate the Lease. Such
notice must be given by either the Lessor or the Lessee to the other at
least six (6) months prior to the termination of the Lease.
3. In the event that the Lessee notifies the Lessor that Lessee is going to
terminate the Lease, the Lessor shall be allowed to show the Demised
Premises to potential tenants from the time the lease cancellation notice
is received by the Lessor until the termination of the Lease during normal
business hours of the Lessee provided such tours are escorted by designated
personnel of Lessee.
4. Notice of termination of the Lease by the Lessee must be sent by certified
mail to: G Xxxxxx XxXxxxxx, X.X.Xxx 00, Xxxxxxxxxx Xxxxxx, XX 00000.
5. Notice of termination of the Lease by the Lessor must be sent by certified
mail to AmeriQuest Technologies, Xxxxxx Xxxxx, Corporate Secretary, 0000
Xxxxxxxxx Xxxx, Xxx '000, Xxxxxxxxx, XX 00000.
6. All rents shall be payable without notice or demand at the office of the
Lessor at: 000 Xxxx Xxxx, Xxxxx Xxxxxxx, XX 00000, Attention: Xxxxxx
Xxxxxxx.
7. Except as modified herein, all other terms, conditions, covenants and
provisions of the Lease shall remain in full force and effect. To the
extent of any inconsistencies between this First Amendment of Lease and the
Lease, this First Amendment of Lease shall control.
IN WITNESS WHEREOF, the parties hereto have hereunder set their hands and seals
the day and the year first above written.
AMERIQUEST TECHNOLOGIES, INC:
Attest: /s/ Xxx Xxxxx By: /s/
--------------------------- -----------------------------
XXXX 3 PARTNERS
Attest: /s/ By: Xxxxxx X. Xxxxxxx, Partner
---------------------------- ------------------------------
