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Exhibit 10.10
INDUSTRIAL MULTIPLE TENANCY
June 1978
THIS INDENTURE made this 14th day of June, 1995
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
BETWEEN: XXXXX INVESTMENTS LIMITED, IN TRUST", a company incorporated
under the laws of the Province of Ontario, having its head
office at the City of Toronto in the Municipality of
Metropolitan Toronto
(hereinafter called the "Landlord")
OF THE FIRST PART:
- and -
IKS CANADIAN KNIFE & SAW LTD., a company incorporated under
the laws of the Province of Ontario
(Hereinafter called the "Tenant")
OF THE SECOND PART:
WITNESSETH
Demise 1(a) That in consideration of the rents, covenants and
agreements hereinafter reserved and contained on the part of
the Tenant to be paid, observed and performed, the Landlord
hereby demises and leases to the Tenant, and the Tenant rents
form the landlord, that designated portion, containing
approximately 11,840 square feet (outside measurement ) Square
feet shown outlined in red on the sketch attached hereto and
marked as Schedule "A", of the building (the "Building")
erected upon the lands and premises situate, lying and being
in the City Of Mississauga in the Regional Municipality of
Peel and municipality known as Unit #7, 1090 Aerowood Drive
including in the demise of the premises aforesaid, the windows
and exterior walls and to the center of the interior walls
thereof (the said premises being hereinafter sometimes
referred to as the "demised premises", the "premises", or, the
"leased premises").
(B) The Tenant shall have the right, at all times, in common
with others entitled thereto, to the use of the common
driveways, parking areas, entrances and exits, roadways,
pedestrian walkways, loading and unloading docks, service
areas and all other common areas and facilities of the
Building thereinafter referred to as the "common areas and
facilities") provided from time to time by the Landlord.
Provided the Landlord shall have the right to make all such
changes, improvements or alterations at the Landlord may, in
its sole discretion, form time to time decide in respect of
the common areas and facilities, including, without
limitation, the right to change the location and layout of the
parking areas in accordance with the provisions of paragraph
29 hereof. The use of all common areas and facilities shall be
subject to the provisions of this Lease and to the rules and
regulations made by the Landlord with respect thereto from
time to time.
Term 2(a) TO HAVE AND TO HOLD the demised premises, unless the term
hereby demised shall be sooner terminated as hereinafter
provided, for and during the term (the "Term") of three (3)
years, to be computed from and inclusive of the 1st day of
December , 19 95, and thenceforth next ensuing and to be fully
complete and ended on the 30th day of November , 19 98.
(b) Provided, and it is hereby agreed, that, if due to the
failure of the Landlord to complete construction or to make
available the services which the Landlord is hereby obligated
to furnish, the demised premises or any part thereof are not
ready for occupancy by the Tenant on the date of commencement
of the Term, no part of the rent or only a proportionate part
thereof in the event that the Tenant shall occupy part of the
demised premises, shall be payable for the period prior to the
date when the entire demised premises are ready for occupancy
and the full rent shall accrue only after such aforementioned
date, and the Tenant hereby agrees to accept such abatement of
rent in full settlement of any and all claims which the tenant
may otherwise have by reason of the demised premised not being
ready for occupancy on the date of the commencement of the
term and in such event, the commencement and expiration dates
of the Term shall be extended accordingly.. Provided further,
that when the Landlord has completed construction of the
premises and made available the aforesaid services, the Tenant
shall not be entitled to any abatement of rent for any delay
in occupancy due to the Tenant's failure to complete all
installations or other work required to be completed by the
Tenant in accordance with the provisions hereof or for the
purpose of carrying on its business operations in the
premises. The decision of the Landlords architect shall be
final and binding upon both parties hereto as to whether or
not the demised premises are ready for occupancy by the Tenant
and, if necessary, as to the proportion of the premises that
are available for occupancy.
(C) The Tenant shall, upon request of the Landlord execute an
acknowledgment of the actual commencement date of the Term no
later than the date on which the Tenant commences business in
or form the premises. The tenant shall not have any right to
occupy any part of the premises prior to the commencement date
of the Tern, as aforesaid.
Use of
Premises 3. The Tenant shall use and occupy the demised premises only
for Office, warehousing and wholesale distribution and light
manufacturing And for no other purpose; provided the Tenant,
in the use and occupation of the demised premises and in the
prosecution or conduct of the foregoing business therein,
shall comply with all requirements of all laws, ordinances,
rules and regulations of the federal, provincial and municipal
authorities and with any direction or certificate of occupancy
issued pursuant to any laws by any public officer or officers.
The Tenant shall not use or permit to be used any part of the
demised premises for any dangerous, noxious, or offensive
trade or business and will not cause or maintain any nuisance
in, at, or, on the demised premises, and will not use any
portion of the common areas for the conduct of its business
but only for deliveries in the normal course of business and
shall not permit any vehicle or object to obstruct same or be
parked for any longer period than the Landlord deems
reasonable.
Rent 4. YIELDING AND PAYING therefor yearly and every year during
the Term hereby granted, without any deduction, defalcation or
set-off whatsoever, the sum of FORTY- SEVEN THOUSAND,
THREE-HUNDRED AND SIXTY DOLLARS ($47,360.00) ---- --------- of
lawful money of Canada, to be paid in advance in equal
consecutive monthly instalments of THREE THOUSAND,
NINE-HUNDRED AND FORTY-SIX DOLLARS AND SIXTY-SEVEN CENTS ($3,
946.67) (payable???) on the first day of each and every month
in each year during the term, together with all additional
rent hereinafter reserved. If the Term commences on any day
other than the first or ends on any day other than the last
day of the month, all rents for the fractions of a month at
the commencement and expiration of the ........
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All payments required to be made by the Tenant under or in respect of
this Lease shall be made to the Landlord at the Landlord's office at #000 00
Xxxxxxxx Xx. Xxxxxxx X0X000 or to such agent or agents of the Landlord or such
other place as the Landlord shall hereafter from time to time direct in
writing to the Tenant.
The Landlord hereby acknowledges receipt from the Tenant of the sum of
$86,558.38 be applied (i) on account of all rentals, including all additional
rent as herein provided, payable by the Tenant, as security for the due
performance by the tenant of all the covenants and obligations on its part
herein contained, the Landlord hereby reserving unto itself, at his sole
discretion, to apply such sum to any damages resulting from default by the
Tenant of any of its covenants and obligations hereto under or towards the
payment or reduction of any claim of the Landlord against the Tenant.
Any and all sums of money or charges required to be paid by the Tenant
under this Lease shall be deemed and paid as additional rent, whether or not
the same be designated as "additional rent" hereunder, or whether or not the
sums be paid to the Landlord or otherwise, and all such sums shall be payable
in lawful money of Canada without any deduction, set-off or balances
whatsoever. Any additional rent provided for in this Lease, unless otherwise
provided hereto, shall become due with the next installment of the monthly rent.
If the Tenant shall fail to pay, when the same is due and payable, any
rent or additional rent, such unpaid amount shall accrue interest from the due
date thereof to the date of payment at the rate of two percent per month.
8. THE TENANT COVENANTS WITH THE LANDLORD:
(a) To pay rent and additional rent in the manner and at the times herein
reserved.
(b) That in each and every year during the Term, the Tenant shall pay an
additional rent and discharge within 10 days after the same becomes due and
payable all taxes, rates, duties and assessments and other charges that may be
levied, rated, charged or assessed against or in respect of all improvements,
equipment and facilities of the Tenant on or in the leased premises and every
tax and license fee in respect of any and every business carried on thereon or
therein or in respect of the use or occupancy thereof by the Tenant, and any
and every subtenant (other than such taxes as corporate income, profits or
excess profits taxes assessed upon the Income of the Landlord) whether any
such assessment or license fees are charged by any federal, municipal,
provincial, school or other bodies during the Term, and the Tenant will
indemnify and keep indemnified the Landlord from and against payment for all
loss, costs, charges and expenses, occasioned by or arising from any and all
such taxes, levies, rates, duties, assessments, license fees and any and all
taxes which may in the future be levied in lieu of such taxes and any loss,
costs, charges and expenses suffered by the Landlord may be collected by the
Landlord as rent with all rights of distress and otherwise as assessed to the
Landlord in respect of rent in arrears. The Tenant further so covenants and
agrees that upon the request of the Landlord, the Tenant will promptly deliver
to the Landlord for inspection receipts for payment of all taxes, rates,
duties, assessments and other charges in respect of all improvements,
equipment and facilities of the Tenant on or in the leased premises which were
due and payable up to one month prior to such request, and will furnish such
other information in connection therewith as the Landlord may reasonably
require. Provided further, if the Tenant or any subtenant of the Tenant shall
elect to have the demised premises or any part thereof assessed for separate
school taxes, the Tenant shall pay to the Landlord, as additional rent, as
soon as the amount of such separate school taxes is ascertained, any amount by
which the amount of separate school taxes exceeds the amount which would have
been payable for school taxes had such election not been made by the Tenant.
(c)(1) That the Tenant will, as additional rent, in each and every year during
the Term and within the time or times hereinafter provided, pay to the Landlord
or to the taxing authorities as the Landlord may direct, and discharge, all
taxes (including local improvement rates, impose charges or levies), rates,
duties and assessments, whether general or special that may be levied, rated,
charged or assessed against the leased premises or any part thereof, from time
to time by any taxing authority, whether federal, provincial, municipal, school
or otherwise and any taxes payable by the Landlord which are imposed in lieu of
or as a substitute for any such property taxes. The Tenant agrees to provide the
Landlord within ten days after demand therefor by the Landlord with a copy of
any separate tax bills, and separate notices of assessment for the leased
premises. The Tenant will, upon request, promptly deliver to the Landlord,
receipts for payment of all such real property taxes paid to any such taxing
authorities, as aforesaid, and will furnish and deliver all such other
information in connection therewith as the Landlord may reasonably require.
(2) In the event that there shall not be a separate assessment, for real
property taxes made against the leased premises, the Tenant shall pay a share
of such real property taxes (including local improvement rates) which may be
levied or assessed by any lawful authority against the lands, buildings and
improvements, including the outside common areas and facilities thereof,
forming part of the Building within ten (10) days after demand therefor by the
Landlord, as allocated to the leased premises by the Landlord. The Landlord
shall allocate all such real property taxes levied or assessed against the
lands and buildings comprising the Building of which the demised premises forms
a part, firstly as between the premises intended for leasing and the common
areas and facilities, and secondly with respect to the real property taxes
so allocated to the premises intended for leasing, the Landlord shall make a
further allocation of all such taxes as between each of the individual premises
intended for leasing on such basis as the Landlord shall in its sole opinion
deem applicable, having regard among other things, to the various
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Payments 5. All payments required to be made by the Tenant under or in
respect of this Lease shall be made to the landlord at the
Landlord's office at #000 00 Xxxxxxxx Xxxxxx, Xxxxxxx X0X0X0
or to such agent or agents of the Landlord or such other place
as the Landlord shall hereafter form time to time direct in
writing to the Tenant.
Deposits The Landlord hereby acknowledges receipt from the Tenant of
the sum of $ 6,558.38 be applied (I) on account of all rentals
including all additional rent as herein provided, payable by
the Tenant, as security for the due performance by the tenant
of all the covenants and obligations on its part herein
contained, the Landlord hereby reserving unto itself, at its
sole discretion, to apply such sum to any damages resulting
from default by the Tenant of any of its covenants and
obligations hereunder or towards the payment or reduction of
any claim of the Landlord against the Tenant.
Additional
Rent 6. Any and all sums of money or charges required to be paid by
the Tenant under this Lease shall be deemed and paid as
additional rent, whether or not the same be designated as
"additional rent" hereunder, or whether or not the same be
paid to the landlord or otherwise, and all such sums shall
become due with the next instalment of the monthly rent.
Rent and
Additional
past due 7. If the Tenant shall fail to pay , when the same is due and
payable, any rent or additional rent, such unpaid amount shall
bear interest form the due date thereof to the date of payment
at the rate of two percent per month.
Tenant's
Covenants 8. THE TENANT COVENANTS WITH THE LANDLORD: (a) To pay rent and
additional rent in the manner and at the times herein reserved
Business
Taxes (b) That in each and every year during the Term, the tenant
shall pay as additional rent and discharge within 10 days
after the same becomes due and payable all taxes, rates,
duties and assessments and other charges that may be levied,
rated, charged the or assessed against or in respect of all
improvements, equipment and facilities of the Tenant on or in
the leased premises and against payment for all loss, costs,
charges and expenses, occasioned by or arising from any and
all such taxes, levies, rates, duties assessments, licences
fees and any and all taxes which may in the future be levied
in lieu of such taxes and any loss, costs charges and expenses
suffered by the Landlord may be collected by Landlord as rent
with all rights of distress and otherwise as reserved to the
Landlord in respect of rent in arrears. The Tenant further
covenants and agrees that upon the request of the Landlord,
the Tenant will promptly deliver to the Landlord for
inspection receipts for payment of all taxes, rates, duties,
assessments and other charges in respect of all improvements,
equipment and (facilities?????) of the Tenant on or in the
leased premises which were due and payable up to one month
prior to such request, and will furnish such other information
in connection therewith as the Landlord may reasonably
require. Provided further, If the Tenant or any subtenant of
the Tenant shall elect to have the demised premises or any
part thereof assessed for separate school taxes, the Tenant
shall pay to the Landlord, as additional rent, as soon as the
amount of such separate school taxes is ascertained, any
amount by which the amount of separate school taxes exceeds
the amount which would have been payable for school taxes had
such election not been made by the Tenant.
Realty
Taxes (c)(I) that the Tenant will, as additional rent, in each and
every year during the Term and within the time or times
hereinafter provided, pay to the Landlord or to the taxing
authorities as the Landlord may direct, and discharge, all
taxes, (including local improvement rates, impost charges or
levies), rates, duties and assessments, whether general or
special that may be levied, rated, charged or assessed against
the leased premises or any part thereof,, form time to time by
any taxing authority, whether federal, provincial, municipal,
school or otherwise and any taxes payable by the Landlord
which are imposed in lieu of or as a substitute for any ( ???)
property taxes. The tenant agrees to provide the Landlord
within ten days after demand therefor by the Landlord with a
copy of any separate tax bills, and separate notices of
assessment for the leased premises. The Tenant will, upon
request, promptly deliver to the Landlord, receipts for
payment of all such real property taxes paid to any such
taxing authority, as aforesaid, and will furnish and deliver
all such other information in connection therewith as the
Landlord may reasonably require.
(ii) In the event that there shall not be a separate
assessment for real property taxes made against the leased
premises, the Tenant shall pay a share of such real property
taxes (including local improvement rates) which may be levied
or assessed by any lawful authority against the lands,
buildings and improvements, including the outside common areas
and facilities thereof,, forming part of the building within
ten (10) days after demand therefor by the Landlord, as
allocated to the leased premises by the Landlord. The Landlord
shall allocate all such real property taxes levied or assessed
against the lands and buildings comprising the building of
which the demised premises forms a part, firstly as between
the premises intended for leasing and the common areas and
facilities, and secondly with respect tot he real property
taxes so allocated to the premises intended for leasing, the
Landlord shall make a further allocation of al such taxes as
between each of the individual premises intended for leasing
on such basis as the Landlord shall in its sole opinion deem
equitable, having regard among other things, to the various
uses of the premises intended for leasing comprising the
Building and/or the cost of original construction of same, and
subject at all times tot eh provisions of paragraph 8 (b)
hereof. The Tenant shall pay its proportionate share (as
hereinafter defined of all real property taxes so allocated to
the common areas and facilities in accordance with the
provisions of paragraph 9 hereof.
Payment of
Tenant's
Share (iii) the amount payable by the Tenant pursuant to paragraph 8
(C) (ii) above may be estimated by the Landlord its share as
so estimated, of such amount in monthly instalments in advance
during such period, together with all other rental payments
provided for in this Lease. Notwithstanding anything
hereinbefore contained, if at the time when payment of the
real property taxes (including local improvement rates),
whether interim, instalment or final is due, the Landlord
shall not have on deposit a sufficient sum to pay the full
amount of such real property taxes, the Tenant shall
forthwith, upon demand, pay,, as additional rent, its share,
determined as aforesaid of the amount of any such deficiency
to the Landlord. When the final tax bill in any year has been
received, which relates to the period for which such estimated
payments have been made by the Tenant, as aforesaid, the
parties hereto agree to adjust all payments made by the Tenant
on account of real property taxes in accordance with such
final tax bill.
Utilities (d)(I) That the Tenant shall be solely responsible for and
shall promptly pay all charges for water, gas, electricity,
telephone and other utilities used or consumed in, or any
other charges levied or assessed on or in respect to, the
leased premises, and for all fittings, machines, apparatus or
other things leased in respect thereof, and for all work or
services performed by any corporation or commission in
connection with such public utilities Should the Landlord
elect to supply water, gas, electricity, and/or sewer services
for the building, or any other utility used or consumed, or to
be used or consumed , in the leased premises, the Tenant shall
purchase and pay for the same as additional rent payable on
demand to the Landlord, at rates not in excess of public
utility rates for the same service, if applicable In no event
shall the Landlord be liable for, nor have any obligation with
respect to, an interruption or cessation of, or a failure in
the supply of any such utilities, services or systems,
including, without limitation, the water and sewage systems,
to the building or to the leased premises, whether or not
supplied by the Landlord or others.
(ii) The Tenant shall be required prior to the commencement of
the term to install its own separate meter(s) for the leased
premises t its own expense, if so requested by the Landlord.
In the event that separate meters are not installed for the
leased premises, the Tenant shall pay its share of the total
costs incurred by the Landlord in the supply of all utilities
and services to the building, as reasonably and equitably
determined by the Landlord, having regard, among other thins,
to the Tenant's connected load and the then current applicable
commercial rates for the municipality in which the leased
premises is located, and the Tenant shall pay monthly, in
advance with instalments of monthly rent, all such utility
charges so applicable to the leased premises. Provided,
notwithstanding anything herein contained to the contrary, if
at any time during the Term or renewal the Landlord should
determine in its sole discretion that the Tenant's use of any
utility or service used or consumed on the premises is in any
way unusual or of an excessive nature, the Landlord, may, at
its option, but at the sole cost and expense of the Tenant,
install in the demised premises a separate or submeter with
resect to such utility or service, whereupon the tenant's cost
in connection with such utility or service shall be determined
in accordance with such separate meter or submeter.
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RIDER #1
(Page 3, clause #8(e) Repairs)
Landlord agrees and shall be responsible and liable for and shall
repair all structural defects or weaknesses unless such damage has been
caused by the Tenant or any other persons affiliated with the Tenant.
RIDER #2
(Page 3, clause #8(h) Heat)
Notwithstanding any other provision of this lease, the parties thereto
agree as follows: -
The Tenant shall not be responsible for any major repairs or
replacements of a capital nature to the heat exchanger or compressor
(considered being major repairs) of the heating and air-conditioning
systems. The Tenant is responsible for any other repairs to the said
equipment, considered to be minor in nature. Provided that the Tenant
enters into and maintains a contract (the "HVAC" Contract) with a
licensed and reputable heating and air-conditioning contractor approved
by the Landlord, which contract shall be in writing and approved by the
Landlord, acting responsibly and shall include, without limitation, a
provision requiring the maintenance and periodic inspections of not
less than four (4) times per year of the heating and air-conditioning
systems in the premises. The Tenant shall submit to the Landlord
evidence satisfactory that all repairs recommended after such
inspections have been made and that all payments required pursuant to
the HVAC Contract have been paid. The Landlord will not be responsible
for the replacement of any parts (minor and/or major) if the Tenants
type of business and/or manufacturing causes damage to the said
equipment.
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Repairs (e) That the Tenant shall, at its sole cost and expense and at
all times, keep and maintain the whole of the leased premises
and every part thereof (including, without limitation, all
entrances, glass, doors fixtures, equipment and appurtenances
and improvements thereto) in good order and first class
condition and shall promptly make all needed repairs and
replaced thereto (reasonable wear and tear and damage by fire,
lightening and tempest only excepted) and, without limiting
the ???? of the foregoing, the Tenant shall keep the demised
premises well painted, clean and in such condition as would a
careful... ***SEE RIDER #!, PAGE 3-A
Entry by
Landlord (f) That it shall be lawful for the Landlord and its agent(s)
at all reasonable times during the Term to enter the demised
premises to inspect the condition thereof. Where an inspection
reveals the repairs are necessary, the Landlord shall give and
in ???? and workmanlike manner and to the satisfaction of the
Landlord, so as to complete same within the time or times
permitted for in the notice delivered by the Landlord as
aforesaid. The failure by the Landlord to give notice shall
not relieve the Tenant ???? neglects to repair promptly and to
the reasonable satisfaction of the Landlord as required
pursuant to the provisions of 8(e), hereof or in accordance
with any notice received from the Landlord pursuant to the
provisions of this part 8(f), the Landlord may, but shall not
be obligated to, make such repairs without liability to the
Tenant for any loss or damage which may occur to the Tenant's
property or to the Tenant's business by reason thereof, and
upon completion, the Tenant shall forthwith pay upon demand
the Landlord's cost for making any such repairs plus a sum
equal to 15% thereof to ???, as additional rent, in addition
to the aforesaid the Tenant shall at its own expense arrange
for a qualified service ??? to make annual inspections of the
heating system and other mechanical apparatus included in the
within lease at the com???? at its own expense and
satisfactory evidence of same forwarded to the Landlord. The
Tenant acknowledges that the demised premises are in good
condition and repair at the date of commencement of the term
hereby demised.
Leave
Premises
In good
Repair (g) and further, theat the Tenant will, at the expiration or
sooner termination of the Term peaceably surrender and yield
unto the Landlord the premises with all improvements,
erections and appurtenances which at any time or times during
the Tenancy shall be made, placed or erected therein or
thereon, in good and substantial repair and condition,
reasonable wear and tear , damage by fire, lightening and
tempest only excepted, and the Tenant shall surrender all keys
for the premises to the Landlord at the place then fixed for
payment of rent and shall inform the Landlord of all
combinations on locks, safes and vaults, ???? in the premises.
The Tenant shall, however, if requested by the Landlord remove
all improvements, erections, alterations at the cost and
expense of the Tenant, and shall repair all damage to the
leased premises caused by their installation and/or removal.
The Tenant's obligation to observe and perform this covenant
shall survive the expiration or sooner determination of the
lease or any renewal thereof.
Heat (h) To heat the remises in a reasonable manner at its sole
cost and expense with heating equipment supplied by the
Landlord, and to maintain, keep in good order and repair, and
replace, if necessary, at its own expense, the said heating
equipment heating of the demised premises shall be maintained
by the Tenant so as at all times to protect the demised
premises and its contents from damage by cold or frost. ***SEE
RIDER #2, PAGE 3-A.
Public
Orders (I) That the Tenant shall, at its sole cost and expense,
comply with all provisions of law, including without limiting
??? generality of the foregoing, all requirements of all
federal and provincial legislative enactments, by-laws and
other governmental or municipal regulations now or hereafter
in force which relate to the premises or to the making of any
repairs, replacements, alterations, additions, changes,
substitutions or improvements of or to the leased premises,
and the Tenant will cooperate with all police, fire and
sanitary regulations imposed by any governmental, provincial
and municipal authorities or made by fire insurance
underwriters and the Tenant shall observe and obey all
governmental and municipal regulations and any other
requirements governing the conduct of any business in the
leased premises.
Assignment
and
Subleasing (j)(i) That the Tenant will not assign this Lease in whole or
in art, nor sublet all or any part of the Leased premises, nor
mortgage or encumber this Lease or the leased premises of any
part thereof, or suffer or permit the occupation of all or any
???? thereof by others, without the prior written consent of
the Landlord in each instance, which consent shall not be
unreasonably withheld, subject to the provisions of
subparagraph (ii) of this paragraph 8. The consent by the
Landlord to any assignment or subletting shall not constitute
a waiver of the necessity for such consent to any subsequent
assignment or subletting. ????? operation of law. If this
Lease shall be assigned, or if the leased premises or any part
thereof shall be sublet aor occupied by a body other than the
Tenant, the Landlord may collect rent form the assignee,
subtenant or occupant, and apply the amount collected to the
rent herein received, but no such assignment, subletting,
occupancy or collection shall be deemed to be a waiver of this
covenant or the acceptance of the assignee, subtenant or
occupant as Tenant, or a release of the Tenant form the
further performance by the Tenant of the covenants on the part
of the Tenant herein contained. Notwithstanding an assignment
or sublease, the Tenant shall remain jointly and severally
liable on this Lease and shall not be relieved from performing
any of the terms, covenants and conditions of this Lease. Any
assignment of the Lease, if consented to by the Landlord,
shall be prepared by the Landlord or its solicitors, and any
and all legal costs with respect thereto shall be borne by
Tenant. Any consent granted by the Landlord shall be subject
to the Tenant causing any such assignee, sublessee or occupant
to execute or indenture and covenant directly with the
Landlord agreeing to be bound by all of the terms contained in
this lease, as if such assignees, sublessee or occupant had
originally executed this Lease as Tenant.
Landlord's
Option (ii) In the event the Tenant desires to assign, sublet or part
with possession of all or any part of the lease premises, or
transfer this lease in any other manner in whole or in part or
any estate or interest therein, then so often as such event
shall occur, the Tenant shall give prior written notice to the
Landlord or such desire, specifying therein the name of the
proposed assignee, transferee or subtenant and such other
information as the Landlord may require, and the Landlord
shall, within thirty days thereafter, notify the Tenant in
written either, that: (I) it consents, or (ii) does not
consent, as aforesaid, to the assignment subletting or parting
with or sharing possession, as the case may be, or (iii) it
elects to cancel this Lease in preference to the giving of
such content. In the event, the Landlord elects to cancel this
Lease, as aforesaid, the Tenant shall notify the Landlord in
writing within 15 days thereafter of the Tenant's intention
either to refrain from such assigning or subletting or parting
with or sharing possession or to accept the cancellation of
this Lease. Should the Tenant fail to deliver such notice
within such period of 15 days, this Lease will thereby be
terminated upon the expiration of said 15 day period.
Corporate
Ownership (k) And further, that the Tenant shall not be entitled to
transfer or issue by sale, assignment, bequest, inheritance,
operation of law, or other disposition or by subscription any
party or all or the corporate shares of the Tenant or any
associated, affiliate or subsidiary company or the Tenant so
as to result in any change in the present effective voting
control of the Tenant by party or parties holding such voting
control at the date of this Lease, without first obtaining the
written consent of the Landlord in each instance, which
consent shall not be unreasonably withheld. In the event the
Tenant does not obtain the written consent of the Landlord, as
aforesaid, the Landlord may re-enter the leased premises at
any time after such change in ???? by giving the Tenant 30
days prior written notice of such entry, whereupon the
provisions of paragraph 12 hereof shall ????. The Tenant on
request will furnish to the Landlord a sworn declaration as to
the notice of the officers and directors of the tenant
Corporation.
Nuisance (l) That the Tenant will not do or omit to do or permit to be
done or omitted anything upon or in respect of the demised
premises, the doing or omission of which, as the case may be,
shall be or result in a nuisance or menace to the Landlord or
to the other tenants of the Building of which the demised
premises form a part; and that as machinery shall be used on
the leased premises which shall cause any undue vibration in
or tot he premises, and if the Landlord or any other occupants
of the Building shall complain that any machinery or operation
thereof in or on the leased premises is a nuisance to it or
them, as the case may be, upon receiving notice thereof, the
Tenant will immediately xxxxx such nuisance.
Insurance (m)(I) That if the Tenant's use and occupation of the
premises, whether or not the Landlord has consented to same,
cause any increase in premiums for fire and extended coverage
insurance, rental, boiler, casualty and other types of
Insurance as may be carried by the Landlord form time to time
in respect of the Building, the Tenant shall pay any such
increase in premiums as additional rent within ten days after
bills for such additional premiums shall be rendered by the
Landlord. In determining whether such increased premiums are a
result of the Tenant's use and occupancy of the leased
premises, a schedule issued by the organization making the
insurance rates on the Building showing the various components
of such rate, shall be conclusive evidence of the several
items and charges which make up such rate. The Tenant shall
comply promptly with all requirements of the Canadian
Underwriters Association or of any insurer, now or hereafter
in effect; pertaining to or affecting the leased premises. If
any insurance upon the Building or any part thereof, shall be
canceled or shall be threatened by the insurer to be canceled,
or the coverage thereunder reduced in anyway by the insurer by
reason of the use and occupation of the leased premises or any
6
part thereof by the Tenant or by any assignee or subtenant of
the Tenant or by anyone permitted by the Tenant to be upon the
leased premises, and , if the Tenant fails to remedy the
condition ................... provisions of paragraph 12
hereof shall apply or, (ii) enter upon the leased premises and
remedy the condition giving rise to such cancellation,
threatened cancellation or reduction of the tenant shall
forthwith pay the costs thereafter to the Landlord, which
costs may be collected by the Landlord as rent and the
Landlord shall not be liable for any damage injury caused to
any property of the Tenant or of others located on the leased
premises as a result of such entry.
(ii) The Tenant shall as soon as possible after the execution
of this Lease provide the Landlord with a certificate of
property damage and public liability insurance covering the
Tenant and the Landlord in respect of the premises and its use
and occupancy thereof and the common areas and facilities of
the Building. Such property damage and public liability
insurance policy is to be written on a comprehensive basis
with limits of not less than $2 million or bodily injury to
any one or more persons or property damages, or at such higher
limits as the Landlord may reasonably require from time to
time. Owners, ???? Investments Limited, "in Trust", are to be
added as named insured
(iii) And further, the Tenant convent as and agrees, at its
sols cost and expense, to replace any glass or other glass
which has been broken or removed during the Term and will at
all times keep the plate glass on the remises fully insured,
pay the premiums therefor and provide the Landlord with a
certificate of such plate glass insurance.
Cost of
Maintenance 9. (I) In each year of the Term, the Tenant will pay to the
Landlord, in addition to the rental specified in paragraph 4
hereof, as further additional rent, its proportionate share
(as hereinafter defined) of the Landlord's actual costs and
expenses of maintaining and operating the Building and the
common areas and facilities, such costs and expenses to
include, without limitation: (I) the total annual costs and
expenses of insuring the lands, buildings, improvements,
equipment and insurance against loss of rental income or the
earnings derived from the Building in the full amount of such
rental income or earnings, real or anticipated and other
property from time to time comprising the building and the
common areas and facilities thereof, in such manner and in
such companies and form, and with such coverage and in such
amounts as the Landlord form time to time shall determine;
(ii) real property taxes (including school taxes and local
improvement rates) and all business and other taxes, if any,
from time to time payable by the Landlord levied or assessed
against allocated by the Landlord pursuant to paragraph 8
(c)(ii) hereof, against or in respect of the common areas and
facilities or against landlord, on account of its ownership
thereof; (iii) the total costs of operating, maintaining,
lighting, cleaning (including snow and removal and clearance)
supervising, policing, landscaping, repairing and replacing
all common areas and facilities, including without limitation,
all monies paid to persons, firms or corporations employed by
the Landlord to perform same; and (iv) all expenses incurred
and paid by the Landlord in connection with the maintenance,
repair, replacement, operation and management of the Building
and services connected therewith, together with an
administrative fee of 9 percent of such total annual costs and
expenses, aforesaid.
(ii) The term "proportionate share: used in this paragraph 9
shall mean a fraction, the numerator of which is the rentable
area of the demised premises (exclusive of any basement area)
and the denominator of which is the etoal renaqble area of the
buliding being: 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxxx Xxxxxxx, of
which the demised premises forms a ??????
(iii) The amount payable by the Tenatnt pursuant to this
paragraph 9 may be estimated by the Landlord for such period
or perods as the Landlord may determine, and the Tenatn agrees
to pay to the Lnadlord its proportionate share as so estimate
of such amount sin monthely instalments in advance during such
peirod(s) together with all other rental payments provided for
in this Lease. Notwithstanding the foregoing, as so as bills
for all or any portion of the said amounts so estimated are
received, the Landlord may bill the Tenatnt for its
proportionate share thereof (less all amounts previously paid
by the Tenat on the basis of the Lnadlord's estimate aforesaid
which have not already been in applied) and the Tenant shall
pay to the Lnadlord such amoutns so billed as addtional rent
on demand. At the end of the perioud for which such estaimated
payments have been made, the Lnadlord shall deliver to the
Tenat a statement of the actual amounts and costs referrred to
in this paragraph 9 and the determination of the Tenatn's
proportionate hare thereof, and if necessary, an adjustment
shallbe made between the parties hereto. If the Tenatn shall
have paid in excess of such actual amounts, the excess sahll
be refunded by the Lnadlord within a reasoanble period of time
after delivery or the said statment if the amoutn the Tenatn
has paid is less than such actual amounts, the Tenat agrees to
pay to the Landlord any such extra amount or amounts with the
next monthly payment of rent.
10. PROVIDED AND IT IS HEREBY EXPRESSLY AGREED:
Seizure
and
Bankruptcy (a) That, in case, without the written consent of Lnadlord,
the demised premises shall become and remain vacant or not
used for a peirod of ten (10) days whiel the sme is suitable
for use bythe Tenatn, or shall be used by any person other
than the Tenatn, or in case the Term of any of the goods and
chattels of the Tenat shall be at any time seized or taken in
execution or in attachment by any creditor of the Tenatnt, or
if th eTenatn shall make any assignment for the benefit of
creditors or give any bill of sale without complying with The
Bulk Sales Act (Ontario) or become bankrupt or insolvent, or
take the benefit of any Act now or hereafer in force ofr
bankrupt or insolvent debtors or file any proposal or make an
asignemtn ofr the benefit of credtiors or if a receiver is
appointed for all or a portion of the Tent's property or if
any order is made for the winding up of the Tenat, or if the
Tenant shall make a sale in bulk, or, if the Tenatn abandons
or attempts to abandon the leased premises or to seller
dispose of any of the goods and chattels of the tenant or to
remove them from the leased premises so that there would not
in the event of such sale or disposal be sufficient goods on
the leased premises subject to distress to satisfy all rentals
due or accruing hereunder, or if the Tenant shall fail to
perform any other of the terms, conditions or covenants of
this Lease to be observed or performed by the Tenant, or if
re-entry is permitted under any other terms of this Lease,
then, and in every such case, the then current mont's rent and
the next ensuing three months' rent and additional rent shall
immediately become due and payable, and , at the option of the
Landlord this Lease shall cease and determine and the Term
hereby demised shall immediately become forfeited and void, in
which event, the Landlord may re-enter and take possession of
the demised premises as though the Tenant or any occupant or
occupants of the demised premises was or were holding over
after the expiration of the Term without any rights
whatsoever.
No
exceptions
for distress (b) That, in consideration of the premises and of the
leasing and letting by the Landlord to the Tenant of the
leased premises for the Term hereby created (and it is upon
that express understanding that these present are entered
into), and notwithstanding anything continued in Section 30 of
Chapter 236 of the Revised Statutes of Ontario, 1970, or any
other Statute subsequently passed to take the place of the
said Act or to amend the same, none of the goods and chattels
of the Tenant at any time during the continuance of the Term
on the leased premises shall be exempt form levy by distress
form rent in arrears by the Tenant as provided for by an
Section or Sections of the said Act or any amendment or
amendments thereto and that upon the any claim being made for
such exemption by the Tenant or on distress being made by the
Landlord, this covenant and agreement may be pleaded as an
estoppel against the Tenant in any action brought to test the
right to the levying upon any such goods as are named as
exempted in said Section or Sections of the said Act or
amendment or amendments thereto; the Tenant waiving as it
hereby does all and every benefit that could or might have
accrued to the Tenant under and by virtue of the said section
or Sections of the said Act, or any amendment or amendments
thereto but for this covenant.
Public
Liability (c ) That the Landlord shall not be liable for any death or
injury or damage to property of the Tenant or of others
located on the leased premises, form any cause whatsoever,
whether or not any such damage, loss or injury results form
the negligence of the Landlord, its agents, servants or
employees or other persons form whom it may be responsible.
Without limiting the generality of the foregoing, the Landlord
shall not be liable for any injury or damage to persons or
property resulting form fire, explosion, falling plaster,
steam, gas, electricity, water, rain, snow or leaks form any
part of the leased premises or from the pipes, appliances or
plumbing works or from the roof, street or subsurface or form
any other place or by dampness or by any cause or whatsoever
nature. The Landlord shall not be liable for any such damage
caused by other tenants or persons in the Building or by
occupants of adjacent property thereto, or the public, or
caused by operations in construction of any private, public or
quasi-public work. All property of the Tenant kept or stored
on the leased premises shall be so kept or stored at the risk
of the tenant only and the Tenant shall hold the Landlord
harmless form and against any claims arising out of damages to
the same, including, subrogation claims by the Tenant's
insurers.
Holding
Over (d) That if the Tenant shall continue to occupy the demised
premises at the expiration of this Lease with or without the
consent of the Landlord, and without any further written
agreement, the Tenant shall be a monthly at the monthly rental
herein reserved and otherwise on the terms and conditions
herein set forth, except as to the length of tenancy.
Over-
Loading (e) That the Tenant will not bring upon the demised premises
or any part thereof, any machinery, equipment, article or
thing that by reason of its weight, size, or use might, in the
opinion of the Landlord, damage the leased premises and will
not at any time, overload the floors of the leased premises
and that if any damage is caused to the leased premises, by
any machinery, equipment article or thing or by overloading,
or by any act, neglect or misuse on the part of the Tenant any
of its servants, agents or employees, or any person having
business with the Tenant, the Tenant shall forthwith repair
the same or pay to the Landlord the cost of making good the
same.
7
Overload
Facilities ??????????????????? the leased premises and agrees that if any
equipment installed by the Tenant shall require additional
utility facilities, same shall be installed, if available, at
the Tenant's sole cost and expense in accordance with plans
and specifications to be approximated by the Landlord.
Appliance
Facilities (g) That the plumbing facilities (if any) in the leased
premises shall not be used for any other purpose than that for
which they are constructed, and not foreign substance or any
kind shall be thrown therein, and the expense of any breakage,
???? or damage resulting from a violation of this provision
shall be borne by the Tenant.
Indemni-
fication (h) That the Tenant will indemnify the Landlord and save it
harmless from and against any and all loss (including ???
rentals payable by the Tenant pursuant to this Lease) claims,
actions, damages, liabilities and expenses in connection with
loss of life, personal injury or damage to property arising
from or out of any occurrence in, upon, or, at the leased
premises ????? the occupancy and use by the Tenant of the
leased premises, or any part thereof, or occasioned wholly or
in part by any act or omission of the Tenant, its agents,
contractors, employees, servants, or invites or anyone
permitted to be on the premises by the Tenant. In case the
Landlord shall, without fault on its part, be made a party to
any litigation, commenced by or against the Tenant, then, the
Tenant shall protect and hold the Landlord harmless and shall
pay all costs, expenses and reasonable legal fees incurred or
paid by the Landlord in connection with such litigation. The
Tenant shall also pay all costs, expenses and reasonable legal
fees that may be incurred or paid by the Landlord in enforcing
the covenants and agreements contained in this Lease, unless a
Court shall otherwise award.
Repair
Where
Tenant
at Fault Fault (I) That in the event the Building, the common areas and
facilities thereof, the leased premises, or any equipment,
???? or facilities contained therein, or, any other structural
portions thereof require repair or become damaged or destroyed
through the negligence, carelessness or misuse of the Tenant,
its servants, agents, employees, contractors, or thorough it
or in any way, stropping up or injuring the heating apparatus,
water pipes, drainage pipes or other equipment or facilities
or of the Building, the expenses of all such necessary
repairs, replacements or alterations, plus a further 15% of
the costs the shall be borne by the Tenant who will pay the
same to the Landlord forthwith upon presentation of an account
of such expenses incurred by the Landlord as aforesaid.
Refuse (j) That the Tenant will not use any outside garbage or other
containers or allow any ashes, refuse, garbage or other litter
or objectionable material to accumulate in or about the
premises, and will at all times keep the said premises in a
clean and ???? condition and shall immediately before the
termination of the term, wash the floors, windows, doors and
woodwork ???? premises, and further that it will not store, or
cause to be stored outside of the premises any of its
inventory, stock, in ???? or, raw materials.
Loading
and
Unloading (k) That all loading and unloading of merchandise, supplies,
materials, garbage and all other chattels shall be effected
???? through or by means of such doorways or corridors as the
Landlord shall designate, and shall be subject to all such
rules regulations as the landlord shall promulgate in
connection therewith from time to time.
Draperies (l) That the Tenant will not place or ??? any drapes or other
material upon the exterior or interior of the windows in ???
premises, without first obtaining the prior written consent of
the Landlord, it being the intention of the Landlord, and the
Tenant hereby acknowledges and agrees, that all drapes used
by the tenants of the Building are to be of uniform material
style and are to be complimentary to each other.
Demised
Premises (m) That whenever in this Lease reference is made to the
leased premises, the premises, or the demised premises, it
shall include all structures, improvements, equipment, systems
and erections in or upon the demised premises or any part
thereof from time to time.
Evidence
of Payment
by the Tenant (n) That the Tenant shall from time to time at the request of
the Landlord produce to the Landlord satisfactory evidence of
the payment by the Tenant of all payments required to be made
by the Tenant under this Lease.
Adjustment
of Taxes (o) That the taxes and local improvement rates and,
where necessary, all other charges payable by the Tenant
hereunder with respect of the first and last years of the Term
shall be adjusted between the Landlord and the Tenant
accordingly.
Tenant
Shall
Discharge
All Liens (p) That the Tenant shall promptly pay all its contractor and
materialmen and shall do any and all things necessary to
minimize the possibilities of a lien attaching to the leased
premises or to any or part of the Building and should any such
lien be ???? or filed, the Tenant shall discharge the same
forthwith (after notice thereof is given to the Tenant) at the
Tenant's expense In the event the Tenant shall fail to cause
any such lien to be discharged, as aforesaid, then, in
addition to any other rights and remedy of the Landlord, the
landlord may, but is shall not be obligated, discharged same
by paying the amount claimed to be due into Court or directly
to any such lien claimant and the amount so paid by the
Landlord and all costs and expenses including solicitor's fees
( on a solicitor and his client basis) incurred herein for the
discharge of such lien shall be due and payable by the Tenant
to the Landlord as additional rent on demand.
Fixtures
and
Removal
and Restoration
by Tenant 11. All alterations, decoration, additions and improvements
made by the Tenant or made by the Landlord on the Tenant's
behalf (other than the Tenant's trade fixtures) shall
immediately become the property of the Landlord without
compensation therefor to the Tenant. Such alterations,
decorations, additions or improvements shall not be removed
from the leased premises either during or at the expiration of
the Term or sooner determination of the Lease, except that:
(I) The Tenant may at the end of the Term, if not in default,
remove its trade fixtures;
(ii) The Tenant shall, at the end of the Term at its own cost
remove all alterations, decorations, additions or improvements
in or on the leased premises as the Landlord shall, at its
option, require to be removed; and
(iii) The Tenant may remove its trade fixtures at the end of
the Term and also during the Term in the usual normal course
of its business, or if such trade fixtures become excess for
the Tenant's purposes, or if the Tenant is substituting
therefor new and similar trade fixtures, provided the Tenant
is not in default and provided the Tenant first notifies the
Landlord thereof.
The Tenant shall, in the case of every such installation or
removal either during or at the end of the Term, make good any
damage caused to the leased premises or to the Building by the
installation or removal or any such alteration, decoration,
addition or improvements.
Re-Entry 12. Proviso for re-entry by the Landlord on non-payment or
rent or non-performance of covenants.
If the Landlord elects to re-enter, as herein provided, or if
it takes possession pursuant to legal proceedings or pursuant
to any notice provided for by law, it may either terminate
this Lease or it may from time to time without terminating
this lease make such alterations and repairs as may be
necessary, in order to relet the leased premises, or any part
thereof for such term or terms (which may be for a term or
terms extending beyond the Term of this Lease) and at such
rental or rentals and upon such other terms and conditions as
the Landlord in its sole discretion may deem advisable; upon
each such reletting all rental monies received by the Landlord
from such reletting shall be applied, first, to the payment of
any indebtedness other than rent ???? hereunder from the
Tenant to the Landlord; second, to the payment of any costs
and expenses of such reletting, including brokerage fees and
solicitors fees and of the costs of such alterations and
repairs; third, to the payment of all rentals due and unpaid
hereunder; and the residue, if any, shall be held by the
Landlord and applied in payment of future rent as the same as
the same may become due and payable hereunder. If such rentals
received from such reletting during any month shall be less
than that to be paid during that month by the Tenant
hereunder, the Tenant shall pay any such deficiency to the
Landlord. Such deficiency shall be calculated and paid
monthly. No such re-entry or taking possession of the leased
premises by the Landlord shall be construed as an election on
its part to terminate this Lease unless a written notice of
such intention be given to the Tenant. Notwithstanding any
such reletting without termination, the Landlord may at any
time thereafter elect to terminate this Lease for such
previous breach. Should the Landlord at any time terminate
this Lease for any breach, in addition to any other remedies
it may have, it may recover from the Tenant all damages it has
incurred or may incur by reason of such breach, including the
cost of recovering the leased premised, reasonable solicitor's
fees, and including the worth at the time of such termination
of the excess, if any, of the amount of rent and charges
equivalent to the rent reserved in this Lease for the
remainder of the stated Term over the then reasonable rental
value as determined by the Landlord for the remainder or the
stated Term, all of which amounts shall be immediately due and
payable from the Tenant to the Landlord.
Expenses
and
Renewal of
Chattels 13. (I) In case suit shall be brought for recovery of
possession of the leased premises, or, for the recovery of
rent or any other amounts due under the provisional of this
Lease, or, because of the breach of any other covenants herein
contained on the part of the Tenant to be kept or performed,
and a breach shall be established, the Tenant shall pay to the
Landlord all expenses incurred therefor, including a
reasonable solicitor's fee.
8
Follow same for thirty (30 days in the same manner as is provided
for in The Landlord and Tenant Act (Ontario).
14. If the Tenant shall fail to pay, when due, any amounts or
charges required to be paid pursuant to this Lease, the Landlord,
after giving 5 days' notice in writing, to the tenant may, but
shall not be obligated to, pay all or any part of the same for the
account of the Tenant. If the Tenant shall be obligated to, pay
all or any part of the same than payment of rent or other sums
required to be paid pursuant to the terms of this Lease), the
Landlord may from time to time after the giving of such notice as
it shall deem sufficient, (or no notice in the case of an
emergency) having regard from time to time after the giving of
such notice as it shall deem sufficient, (or no notice in the case
of an emergency) having regard to the circumstances applicable,
perform or cause to be performed any of such covenants or
obligations or any part thereof, and for such purpose may do such
things as may be required, including without limitation entering
upon the premises and doing such things upon or in respect of the
premises or any part thereof as the Landlord may reasonable
consider requisite or necessary. All expenses incurred and
expenditures made by or on behalf of the Landlord under this
paragraph 14, plus a sum equal to 15% thereof shall be additional
rent hereunder and shall be paid by the Tenant upon demand. The
Landlord shall have no liability to the Tenant for any loss or
damage resulting from any such action by the Landlord, and entry
by the Landlord under the provisions of this paragraph 14 shall
not constitute a breach of the covenant for quiet enjoyment or an
eviction.
15. If the Tenant at the expiration or earlier termination of this
Lease shall be in default under any covenant or agreement
contained herein, the Landlord shall have a lien on all
stock-in-trade, inventory, fixtures, equipment and facilities of
the Tenant as security against loss or damage resulting from any
such default by the Tenant, and the said stock-in-trade,
inventory, fixtures, equipment or facilities shall not be removed
by the Tenant until such default is cured, or as otherwise
directed by the Landlord.
16. If the Tenant shall be in default in the payment of any
amounts or charges required to be paid pursuant to the terms of
this Lease, they shall, if not paid when due, be collectible as
rent with the next installment of rent thereafter falling due
hereunder, but nothing herein contained shall be deemed to suspend
or delay the payment of any amount of money or charges at the time
same becomes due and payable hereunder, or limit any other remedy
of the Landlord. The Tenant covenants and agrees that the Landlord
may at its option, apply any sums received from or due to the
Tenant against any amounts due and payable hereunder in such
manner as the Landlord, in its sole discretion sees fit.
17. The Tenant acknowledges and agrees that it is intended that
this Lease shall be a completely care-free net lease for the
Landlord, and, except as expressly herein set out, that the
Landlord shall not be responsible during the Term of the Lease for
any costs, charges, expenses and outlays of any nature whatsoever
arising from or relating to the leased premises or to the contents
thereof, and the Tenant shall pay all charges, impositions, costs
and expenses of every nature and kind relating to the leased
premises, and the Tenant covenants with the Landlord accordingly.
18. Upon the payment by the tenant of the rents herein provided
and upon the observance and performance of all covenants, terms
and conditions on the Tenant's part to be observed and performed,
the Tenant shall peaceably and quietly hold and enjoy the leased
premises for the Term hereby demised without hindrance or
interruption by the Landlord, or any other person or persons
lawfully claiming by, through or under the Landlord subject,
nevertheless, to the terms and conditions of this Lease.
19. The Landlord or its agents shall have the right to enter the
demised premises at all times to examine the same, and to show
them to prospective purchasers, lessees or mortgages and to make
such repairs, alterations, improvements or additions to the leased
premises or the Building as the Landlord may deem necessary or
desirable, and the Landlord shall be allowed to take all material
into and upon the leased premises which may be required therefor
without the same constituting an eviction of the Tenant in whole
or in part, and the rent received hereunder shall not xxxxx
while the said repairs, alterations, improvements or additions are
being made due to loss or interruption of the business of the
Tenant or otherwise, and the Landlord shall not be liable for any
damage, injury or death caused to any person(s) or property of the
tenant or others located on the leased premises as a result of
such entry. During the six months prior to the expiration of the
Term, the Landlord may exhibit the premises to prospective tenants
or purchasers and place upon the leased premises the usual notices
"To Let" or "For Sale" which notices the Tenant shall permit to
remain thereon without molestation If the tenant shall not be
personally present to which notices the Tenant shall permit to
remain thereon without molestation If the Tenant shall not be
personally present to open and permit an entry into the premises
at any time when for any reason entry therein shall be necessary
or permissible, the Landlord or its agents may enter toe same by a
master key, or may forcibly enter the same, without rendering the
Landlord or such agents liable therefor, and without in any manner
effecting the obligations and covenants of this Lease. Nothing
herein contained, however, shall be deemed or construed to impose
upon the Landlord any obligation, responsibility or liability
whatsoever for the care, maintenance or repair of the premises or
any part thereof, except as otherwise herein specifically
provided.
20. The Tenant will not make any repairs, alterations,
replacements decorations or improvements to any part of the leased
premises without first obtaining the Landlord's prior written
approval. The Tenant shall submit to the Landlord details of the
proposed work, such indemnification against liens, costs, damages
and expenses as the landlord shall require and evidence
satisfactory to the Landlord that the Tenant has obtained, at its
expense, all necessary consents, licenses and inspections from all
governmental authorities having jurisdiction. All such repairs,
replacements, alterations, decorations or improvements by the
Tenant to the leased premises approved of by the Landlord should
be at the sole costs of the Tenant, shall be performed by
competent workmen in good and workmanlike manner and shall be
subject to the reasonable supervision of the Landlord. Any such
repairs, replacements, alterations, decorations or improvements
made by the Tenant without the prior written consent of the
Landlord, or, which are not in accordance with the drawings and
specifications approved by the Landlord, as aforesaid, shall, if
requested by the Landlord, be promptly removed by the tenant at
its expense and the leased premises restored to their previous
condition. Provided, notwithstanding anything herein contained, no
repair, alteration, addition, or improvement to the leased
premises by or on behalf of the Tenant shall be permitted which
may weaken or endanger the structure or adversely affect the
condition or operation of the leased premises or the Building or
diminish the value thereof.
21. Provided, and it is hereby expressly agreed, that if and
whenever firing the Term the Building of which the demised
premises forms a part shall be destroyed or damaged by fire,
lightning or such other perils as are insured against by the
Landlord, then and in every such event;
(a) If the damage or destruction to the Building renders 75% or
more of the Building wholly unfit for occupancy or it is
impossible or unsafe to use and occupy it, or if in the opinion of
the Landlord the Building is damages or destroyed to such a
material extent or the damage or destruction is of such a nature
that the Building must be or should be totally or partially
demolished, whether to be reconstructed in whole or in part or
not, the Landlord may at its option, terminate the lease by
giving to the Tenant notice in writing of such termination, in
which event this Lease and the Term hereby demised shall cease and
be at an end as of the date of such destruction or damage, and the
rent and all other payments for which the Tenant is liable under
the terms of this Lease shall be appointed and paid in full to the
date of such destruction or damage.
(b) If the damage or destruction is such that the portion of the
Building hereby demised is rendered wholly unfit for occupancy or
it is impossible or unsafe to use and occupy it, and if in either
event, the damage, in the opinion of the Landlord, to be given to
Tenant within ten days of the happening of such damage or
destruction, then either the Landlord or the Tenant may within 5
days next succeeding the giving of the Landlord's opinion as
aforesaid, terminate this Lease by giving to the other notice in
writing of such termination, in which event this Lease and the
Term hereby demised shall cease and be at an end as of the date of
such destruction or damage and the rent and all other payments for
which the Tenant is liable under the terms of this Lease shall be
appointed and paid in full to the date of such destruction or
damage in the event that neither Landlord or Tenant so terminate
this Lease, then, the Landlord shall repair the portion of the
Building hereby demised with all reasonable speed and the rent
hereby reserved shall xxxxx, to the extent of all Insurance
recoveries received by the landlord, from the date of the
happening of the damage until the damage shall be made good to the
extent of enabling the Tenant to use and occupy the demised
premises;
(c) If the damage be such that the portion of the Building hereby
demised is wholly unfit for occupancy or if it is impossible or
unsafe to use or occupy it, but if in either event the damage, in
the opinion of the Landlord, to be given to the Tenant within 10
days from the happening of such damage can be repaired with
reasonable diligence within 120 days from the happening of such
damage, then the rent hereby reserved shall xxxxx, to the extent
of all insurance recoveries received by the Landlord, from the
date of the happening of such damage until the damage shall be
made good to the extent of enabling the Tenant to use and occupy
the demised premises and the Landlord shall repair the damage with
all reasonable speed.
6
9
(d) If in the opinion of the Landlord the damage in that
portion of the Building hereby demised can be made good as a
said, within one hundred and twenty days (120) of the happening
of such destruction or damage and the damage in that the
portion of the Building hereby denied is capable of being
partially used for the purposes for which it is her mixed, then
until such damage has been repaired the rent shall abase in the
proportion that the part of the portion of the ing hereby
demised rendered unfit for occupancy bears to the whole of the
said portion of the Building hereby demised the Landlord shall
repair the damage with all reasonable speed.
(e) In the event the Landlord shall elect to repair,
reconstruct or rebuild the Building of which the demised
premises a part in accordance with the provisions of this
paragraph 21, it is acknowledged and agreed by the Tenant that
the Landlord shall be entitled in use plans and specifications
and working drawings in connection therewith other than those
used or original construction of the Building.
(f) The decision of the Landlord's architect as to the time
within which the Building and/or the leased premises can or not
be repaired, the state of tenant ability of the leased premises
and/or the Building and as to the date on which the Landlord
work of repair is completed, shall be timed and binding on the
parties hereto.
ASSIGNMENT 22. The Landlord declares that it may assign its rights under
BY this Lease to a lending Institution as collateral security loan
LANDLORD to the Landlord and in the event that such an assignment is
given and executed by the Landlord and notification is given to
the Tenant by or on behalf of the Landlord it is expressly
agreed between the Landlord and the Tenant that the Lease shall
not be canceled or modified for any reason whatsoever except as
provided for, anticipated or permitted by the terms of this
Institution.
The Tenant covenants and agrees with the Landlord that it will,
if and whenever reasonably required by the Landlord's consent
to and become a party to any instrument relating to this Lease
which may be required by or on behalf of any purchase bank or
mortgages from time to time of the said premises provided
always that the rights of the Tenant as hereinbefore our shall
not be altered or varied by the terms of such instrument or
document.
LIMITATION 23. The terms "Landlord" as used in this Lease shall, so far as
OF LANDLORD'S the covenants and obligations on the part of the Landlord
LIABILITY concerned, be limited to mean and include only the owner or
owners at the time in question of the Building and in the
circumstances, the then vendor or transferor, shall be
automatically freed and relieved, from and after the date of
transfer or circumstance, of all personal liability in respect
of the performance of any covenants or obligations on the part
of the Landlord contained in this Lease thereafter to be
performed, provided that:
(a) Any funds in the hands of such Landlord or the then vendor
or transferor at the time of such transfer, in which the tenant
has an interest, shall be turned over to the purchaser or
transferee and any amount then due and payable to the Tenant,
the Landlord or the then vendor or transferor under any
provision of this Lease shall be paid to the Tenant and,
(b) Upon any such transfer, the purchaser or transferee shall
be deemed to have assumed, subject to the limitations of
paragraph, all of the terms, covenants and conditions in the
Lease contained to be performed on the part of the Landlord
being intended hereby, that the covenants and obligations
contained in the Lease on the part of the Landlord shall, see
as aforesaid, be binding upon the Landlord, its successors
and assigns, only during and in respect of their respective of
ownership.
SIGNS 24. The Tenant will not paint, fix, display, or cause to be
painted, fixed or displayed, any sign, picture, advertisement
notice, lettering or designation on any part of the exterior or
the interior of the leased premises without, in each instance,
prior written approved of the Landlord. All signs executed by
the Tenant with the Landlord's approval, as aforesaid, shall be
nevertheless be of uniform size, lettering and location as the
signs of all other tenants in the Building. Any such signs or
other advertising material, as aforesaid, shall be removed by
the Tenant at the termination of this Lease, and the Tenant
shall promise to repair any and all damages caused by such
removal. Provided, if the Landlord shall, in its sole
discretion, desire to establish uniform sign policy to the
tenants of The Building, then, the Tenant acknowledges and
agrees that the Landlord, at its shall be entitled to erect all
signs or other advertising material in or on the Building
advertising the respective tenants' business operations therein
including the tenant named herein. The cost of such sign and
the installation and erection thereof be borne entirely by the
Tenant and shall be payable on demand.
WAIVER OF 25. The waiver by the Landlord of any breach of any term,
BREACH covenant or condition herein contained shall not be deemed be
a waiver of such term, covenant or condition or any subsequent
breech of the same or any other term, covenant or condition
herein contained. The subsequent acceptance of rent hereunder
by the Landlord shall not be deemed to be a waiver of any
preceding breach by the Tenant of any term, covenant or
condition of this Lease, regardless of the Landlord's knowledge
of preceding breach at the time of acceptance of such rent. No
covenant, term or condition of this Lease shall be deemed to be
been waived by the Landlord unless such waiver is in writing
and signed by the Landlord.
NOTICES 26. Any notice, request or demand herein provided for or given
hereunder if given by the Tenant to the Landlord shall
sufficiently given if mailed by registered mail in the City of
Toronto, Ontario postage prepaid, addressed to the Landlord 00
XXXXXXXX XXXXXX, XXX. #000, XXXXXXX XXXXXXX X.X. 1B9.
Any notice herein provided for or given hereunder if given by
Landlord to Tenant shall be sufficiently given if delivered or
mailed as aforesaid addressed to Tenant at the demised
premises.
Any notice mailed as aforesaid shall be conclusively deemed to
have been given on the next business day following day on which
such notice is mailed as aforesaid. Either the Landlord or
Tenant may at any time give notice in writing to other of any
change of address of the party giving such notice and from and
after the giving of such notice the address there specified
shall be deemed to be the address of such party for the giving
of such notices thereafter.
STATUS 27. Within ten (10) days after written request therefor by the
STATEMENT Landlord, or in the event that upon any sale, assignment,
lease, or mortgage of the leased premises or the lands
thereunder, by the Landlord, a status statement shall be
required from the Tenant, the Tenant hereby agrees to deliver
in the form supplied by the Landlord a certificate to any
proposed mortgages or purchaser or to the Landlord, using (if
such be the case) that:
(a) This Lease is unmodified and in full force and effect for
if there have been any modifications, that this Lease is in
full force and effect as modified and identify the modification
agreements, if any), or if this Lease is not in full force and
effect the certificate shall to state:
(b) The date of the commencement of the Term;
(c) The date to which the rent has been paid under this Lease;
and,
(d) Whether or not there is any existing default by the Tenant
in the payment of any rent or other sum of money under this
Lease, and whether or not there is any other existing default
by either party under this Lease with respect to which a of
default has been served, and if there is any such default,
specifying the nature and extent thereof.
SUBORDINATION 28. This Lease and all of the rights of the Tenant hereunder
are, and shall at all times, be subject and subordinate to and
all mortgages, trust deeds or the charge or lien resulting from
any other method of financing or refinancing or any renewals or
extensions thereof, now or hereafter in force against the
lands, buildings and Improvements comprising the Building upon
the request of the Landlord, the Tenant will subordinate this
Lease and all of its rights hereunder in such form or as the
Landlord may require to any such mortgage or mortgages, trust
deeds or the charge or lien resulting from any other method of
financing or refinancing and to all advances made or hereafter
to be made upon the security thereof, and will, requested,
attorn to the holder thereof. No subordination by the Tenant
shall have the effect of permitting the holder of mortgage or
charge or other security to disturb the occupation and
possession by the Tenant of the leased premises so long as the
Tenant shall perform all of the terms, covenants, conditions,
agreements and provisions contained in this Lease and so long
as the Tenant executes contemporaneously, a document of
attornment required by any such mortgages or other
encumbrances.
PARKING 29. Subject to the provisions hereinafter contained, the Tenant
shall have the right, at all times, with others entitled
thereof to the use of the common driveways and parking areas
appurtenant thereto, as more particularly shown on the sketch
annex hereto and marked Schedule "A", provided that the
Landlord shall have the right at all times:
10
(a) In respect of the common driveways and parking areas,
including without limitation, the right to change the location
layout of the parking areas; and,
(b) To designate such portion or portions of the parking area
for utilization by tenants other than the Tenant here time to
time.
Notwithstanding anything herein contained to the contrary, the
Landlord shall be entitled to do and perform all changes,
improvements, or alterations in and to the common areas and
facilities, including without limitation , the areas as in the
use of good business judgment, the Landlord shall from time to
time determine to be advisable with and improve the use thereof
by the Tenant and other tenants of the Building, and their
respective agents, employees and customers.
IMPOSSIBILITY 30. It is understood and agreed that whenever and to the extent
OF that the Landlord or the Tenant shall be unable to fulfill or
PERFORMANCE shall laid or restricted in the fulfillment of any obligation
hereunder in respect of the supply or provision of any service
or the doing of any work or the making of any repairs by reason
of being unable to obtain the material, goods, equipment,
service or labour required to enable it to fulfill such
obligation, or by reason of any statute, law, order in council,
or a stipulation or Order passed or made pursuant thereto or by
reason of the Order or Direction of any administrator, comp
board, governmental department or officer, or other authority,
or by reason of not being able to obtain any permissible
authority required thereby, or by reason of any other cause
beyond its control, whether of there foregoing character or
Landlord or the Tenant, as the case may be, shall be relieved
from the fulfillment of such obligation, and the other party
shall not be entitled to any compensation for any convenience,
nuisance or discomfort thereby occasioned.
MISCELLANEOUS 31. The Landlord and tenant agree:
SUCCESSORS
AND ASSIGNS (a) All rights and liabilities herein given to, or imposed
upon, the respective parties hereto shall extend to and bind
the general respective permitted heirs, executors,
administrators, successors and assigns of the said parties; and
if there shall be more than one Tenant, they shall be bound
jointly and severely by the terms, covenants and agreements
herein. No rights, however shall enure to the benefit of any
assignee of the Tenant unless the assignment to such assignee
has been approved by the lord in writing as provided in
paragraph 8 (j) hereof.
ACCORD AND (b) No payment by the tenant or receipt by the Landlord of a
SATISFACTION lesser amount than the monthly rent herein stipulated be
deemed to be other than on account of the earliest stipulated
rent, nor shall any endorsement or statement on any or any
letter accompanying any cheque or payment as rent be deemed an
accord and satisfaction, and Landlord may such cheque or
payment without prejudice to the Landlord's right to recover
the balance of such rent or pursue any remedy in this Lease
provided.
ENTIRE (c) This Lease and the Schedules and Riders, if any, attached
AGREEMENT hereto and forming a part hereof, together with the and
regulations promulgated by the Landlord, from time to time, set
forth all the covenants, promises, agreements, conditions and
understandings between the landlord and the Tenant concerning
the leased premises and there are no covenants, promised in
otherwise provided, no subsequent alteration, amendment, charge
or addition to this Lease shall be binding upon the Landlord or
the Tenant unless in writing and signed by each of them.
CAPTIONS AND (d) The captions, section numbers, article numbers, and Index
SECTION appearing in this Lease are inserted only as a matter of
NUMBERS convenience and in no way define, limit, construe or describe
nor in any way affect this Lease.
EXTENDED (e) The word "Tenant" shall be deemed to include the word
MEANINGS "lessee" and shall mean each and every person or party
mentioned as a Tenant herein, be the same one or more; and if
there shall be more than one Tenant herein, be the same one or
more; and if there shall be more than one Tenant, any notice
required or omitted 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 or to all thereof. Any reference to "Tenant" shall
include, where the context allows, the servants, employees,
agents, invitees of the Tenant and all others over whom the
Tenant exercises control. Wherever the word Landlord is used in
this Lease it shall be deemed to include the word "lessor" and
to include the Landlord and its duly authorized
representatives. The "hereof", herein", hereunder", and similar
expressions used in any section or subsection relate to the
whole of this Lease and not to that section or that subsection
only, unless otherwise expressly provided.
The use of the neuter singular pronoun to refer to the Landlord
or the Tenant shall be deemed a proper reference though the
Landlord or the Tenant may be an individual, a partnership, a
corporation, or a group of two or more individuals or
corporations. The necessary grammatical changes required to
make the provisions of this Lease apply in the plural where
there is more than one Landlord or Tenant and to either
corporations, associations, partnerships, or individuals, male
or females, shall in all instances be assumed as though in each
case fully expressed.
PARTIAL (f) In any term, covenant or condition of this Lease or the
INVALIDITY application thereof to any person or circumstance shall, to
extent, be invalid or unenforceable, the remainder of this
Lease, or the application of such term, covenant or condition
to sons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby
and term, covenant or condition of this Lease shall be valid
and enforced to the fullest extent permitted by law.
REGISTRATION (g) The Tenant shall not register this Lease without the
written consent of the Landlord. However, upon the request
either party hereto, the other party shall join in the
execution of a memorandum or so-called "short form" of this
Lease the purposes of registration. Said memorandum or short
form of this Lease shall only describe the parties, the leased
premises and the Term of this Lease, and shall be prepared by
the Tenant's solicitors, shall be subject to the approval of
the Landlord and its solicitors and shall be registered at the
Tenant's expense.
-8-
11
EXPROPRIATION (h) (I) If the Premises or any part thereof shall be
expropriated by any competent authority then, including the
case of a sale by the Landlord to an authority with the power
to expropriate, then, -
A. Landlord and tenant shall co-operate with each other so that
Tenant may receive such award to which it is entitled in law
for relocation costs, business interruption, and the in law for
relocation costs, business interruption, and the value of
leasehold improvements paid for by Tenant and the amortized
portion, if any, of leasehold improvements paid for by
Landlord, and so that Landlord may receive the maximum award to
which it may be entitled in law for all other compensation
arising fro such expropriation including, without limitation,
all compensation for the value of Tenant's leasehold interest
in the Premises;
B. except for such compensation to which Tenant shall be
entitled as aforesaid, all Tenant's other rights in respect of
such expropriation are hereby assigned to Landlord, and within
ten (10) days after request by Landlord Tenant shall execute
such further documents as requested by Xxxxxxxx to give effect
to such assignment, failing which Landlord is hereby
irrevocably appointed, pursuant to the Powers of Attorney Act
(Ontario) . . . . Xxxxxx's attorney to do so on behalf of
Xxxxxx and in its name; and
C. Landlord shall have the option, to be exercised by written
notice to Tenant, to terminate this Lease, effective on the
date the expropriating authority takes possession of the whole
or any portion of the Premises.
(ii) If the whole or any part of the Project shall be
expropriated, then subject to the foregoing provisions
respecting expropriation of the Premises;
A. All compensation resulting from such expropriation shall be
the absolute property of Landlord and all of Tenant's rights,
if any, to any such compensation are hereby assigned to
Landlord and within ten (10) days after request by Landlord
Tenant shall execute such further documents as requested by
Xxxxxxxx to give effect to such assignment, failing which
Landlord is hereby irrevocably appointed, pursuant to the
Powers of Attorney Act (Ontario), Xxxxxx's attorney to do so on
behalf of Tenant and in its name; and
B. if the expropriation of part of the Project is such as to
render undesirable, in Landlord's reasonable opinion, the
continuing operation of the portion of the Project in which the
Premises are situate, Landlord shall have the right to
terminate this Lease as of the date the expropriating authority
takes possession of all or any portion of the Project.
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12
GOVERNING (h) This Lease shall be construed and governed by the
LAW Province of Ontario.
TIME OF (i) Time shall be of the essence of this Lease and of THE
part hereof. ESSENCE every
POST-DATED (j) The Tenant hereby covenants and agrees to deliver to the
CHEQUES Landlord a series of post-dated cheques for the aforesaid rent
and other payments herein reserved for the balance of the year
and thereafter on or before December 15th in each year for
those payments falling due during the following year; it being
hereby agreed and understood that the acceptance of such
cheques by the Landlord is only to facilitate collection of the
said payments and in no way shall be deemed to derogate any
rights given to the Landlord hereunder, nor be pleaded as an
estoppel to any such rights.
IN WITNESS WHEREOF the parties hereto have duly
executed these presents this 11th day of August, 1995.
XXXXX INVESTMENTS LIMITED
SIGNED, SEALED AND DELIVERED
in the presence of )
)
)
) per: /s/ Xxxxx X. Xxxxxxx
) ---------------------------------
) Xxxxx X. Xxxxxxx, President
)
) per:
) ---------------------------------
) LESSOR
IN WITNESS WHEREOF the parties hereto have duly
executed these presents this ---- day of -------, 19--.
SIGNED, SEALED AND DELIVERED
in the presence of
IKS CANADIAN KNIFE & SAW LTD.
)
) per: /s/ Xxxxx Xxxxx, Vice President
) ---------------------------------
)
)
) per:
) ---------------------------------
LESSEE
00
0000 XXXXXXXX XXXXX, XXXXXXXXXXX XXXXXXX
[DIAGRAM]
14
SCHEDULE "B"
RULES AND REGULATIONS
1. All garbage and refuse of the Tenant shall be kept inside the demised
premises in the kind of containers specified by the Landlord, and shall
be prepared and placed for collection in the manner and at the times
and places specified by the Landlord. If the Landlord shall provide or
designate a service for picking up refuse and garbage, the tenant shall
use same at the Tenant's cost. The Tenant shall pay the reasonable cost
of removal of any of the tenant's refuse, garbage and other waste
material.
2. No pallets or other materials belonging to the Tenant shall be stored
outside at any time. Such pallets and materials will be removed by the
Landlord at the sole expense of the Tenant.
3. The Tenant and its employees shall not in any way interfere with or
annoy any other Tenant or occupant of the building in which the demised
premises are situated or those having business with it.
4. No person shall use the demised premises or any part thereof for
sleeping quarters and/or for residential apartment or for any immoral
or unlawful purpose.
5. No vehicles are to be parked in the front or back of the building after
normal working hours. Such parking shall be allowed only if the owner
of the vehicle is in its premises.
6. There shall be no animals of any kind in or on the said premises.
15
Exhibit 1 to Industrial Multiple Tenancy Lease ("Lease") made
the 14th day of June, 1995 between XXXXX INVESTMENTS
LIMITED "IN TRUST" ("Landlord") AND IKS CANADIAN KNIFE
& SAW LTD. ("Tenant")
--------------------------------------------------------------
This Exhibit 1 contains amendments to certain provisions of the
aforementioned Lease and form part of the Lease. In the event of any
inconsistency between the provisions of the Lease and this Exhibit, the
provisions of this Exhibit shall take precedence and govern.
(a) Paragraph 8(e) of the Lease is amended by adding the following
additional sentence:
"Notwithstanding the foregoing, the Tenant shall not be required to
effect repairs of a structural nature unless such repairs are
occasioned by the negligence or willful misconduct of the Tenant".
(b) Paragraph 8(f) of the Lease is amended as follows:
(i) The first sentence is deleted and replaced by the following:
"That it shall be lawful for the Landlord and its agent(s) at
all reasonable times during the Term to enter the demised
premises to inspect the condition thereof upon 24 hours'
notice to the Tenant except in the case of an emergency in
which case short notice or no prior notice shall be necessary
provided the Tenant is advised of any such entry as soon as
practicable thereafter."
(ii) The second to last sentence of paragraph 8(f) of the Lease is
deleted and replaced by the following:
"Any repairs or replacements called for by such inspections
for which the Tenant is responsible shall be carried out by
the Tenant at its own expense and satisfactory evidence of
same shall be forwarded to the Landlord. If the
recommendations of the aforementioned service company as to
proper maintenance and operation of the heating system and
other mechanical apparatus have been followed by the Tenant,
the Tenant shall not be required to replace said system or
equipment, should such action become necessary, during the
term hereof or upon termination of this lease."
(iii) The following additional sentence is added to paragraph 8(f)
of the Lease:
"Notwithstanding any other provision of this paragraph 8, the
Landlord shall be liable to the Tenant for any loss, costs or
damage suffered or incurred by the Tenant as a result of the
Landlord's negligence or wilful misconduct. The Tenant's
liability with respect
16
to the heating equipment shall be as set out above and in
paragraph 8(h) below.
(c) Paragraph 8(h) of the Lease is amended to provide that the Tenant's
obligation to replace heating equipment shall be as set out in
paragraph 8(f) of the Lease.
(d) Notwithstanding any provision to the contrary in paragraphs 10(c) and
14 of the Lease, the Landlord shall be liable to the Tenant for any
loss, costs or damage suffered or incurred by the Tenant as a result of
the Landlord's negligence or wilful misconduct.
(e) Paragraph 19 of the Lease is amended by adding the words "upon
reasonable prior notice" after the word "premises" in line 1.
(f) Not withstanding any provision of paragraph 19 of the Lease to the
contrary, if, as a result of making any repairs, alterations,
improvements or additions the Tenant is only able to use a portion of
the demised premises for any period of time, the rent payable
hereunder shall xxxxx in substantially the same manner as provided for
in paragraph 21(d) of the Lease during such period.
(g) Page 2, Section 5 (Deposit) the following is added at the end of
Section 5.
"Upon termination of this lease, and upon compliance by the Tenant with the
covenants herein, the balance of the deposit shall be returned to the tenant."
