Exhibit 10.10
AGREEMENT OF SUBLEASE
Between
INSURANCE COMPANY OF NORTH AFRICA
Sublessor
And
INTERACTIVE COUPON MARKETING GROUP, INC.
Sublessee
Dated: June 30, 1998
TABLE OF CONTENTS
Section Page
------- ----
1 Subleased Premises ...................................... 1
2 Term .................................................... 1
3 Base Rent ............................................... 2
4 Additional Rent ......................................... 2
5 Security ................................................ 2
6 Furniture and Fixtures .................................. 3
7 Common Areas ............................................ 3
8 Use ..................................................... 3
9 Liability and Insurance ................................. 4
10 Fire or Casualty ........................................ 4
11 Assignment .............................................. 5
12 Repairs ................................................. 5
13 Surrender of Possession ................................. 5
14 Captions ................................................ 6
15 Notices ................................................. 6
16 Waiver of Claim/Subrogation ............................. 6
17 Binding Effect .......................................... 7
18 Entire Agreement ........................................ 7
19 Attorneys' Fees ......................................... 7
20 Prime Lease ............................................. 7
21 Prime Landlord's Consent ................................ 7
22 Quiet Enjoyment ......................................... 8
23 Defaults and Remedies; Interest on Late
Payments ................................................ 8
24 Utilities and Services .................................. 9
25 Sublessee's Obligations and Sublessor's
Right to Perform Sublessee's Obligations ............... 9
26 Sublessee Not to Cause Default .......................... 9
27 Waiver .................................................. 10
28 Arbitration ............................................. 10
29 Authority to Bind Parties ............................... 10
30 Brokers ................................................. 10
31 Rights Cumulative ....................................... 10
32 Governing Law ........................................... 10
33 Full Negotiation ........................................ 11
34 Changes in Writing ...................................... 11
35 Partial Payment ......................................... 11
36 Partial Invalidity ...................................... 11
37 No Offer ................................................ 11
Exhibits
--------
A Prime Lease
B Floor Plan
C Irrevocable Letter of Credit
SUBLEASE
THIS AGREEMENT OF SUBLEASE is made as of this ______ day of June, 1998, by and
between INSURANCE COMPANY OF NORTH AMERICA, a Pennsylvania corporation with
offices at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 ("Sublessor") and
INTERACTIVE COUPON MARKETING GROUP, INC., a Michigan corporation with offices at
0000 X. Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000-0000 ("Sublessee").
WITNESSETH:
WHEREAS, pursuant to a lease dated June 30, 1996, between OHP Equity Investors,
predecessor-in-interest to Xxxxxxxx Properties Real Estate Fund I, L.P. as
landlord ("Prime Landlord") and Sublessor as tenant, as amended, attached hereto
as Exhibit "A" ("Prime Lease"), the Prime Landlord leased to Sublessor
approximately 67,467 rentable square feet of office space in the building
("Building") located at 0000 X. Xxxxxxx Xxxx, Xxxxxxx, XX; and
WHEREAS, Sublessee desires to sublease 10,565 rentable square feet of said
office space on the fifth (5th) floor of the Building, as shown on the floor
plan attached hereto as Exhibit "B" ("Subleased Premises") from Sublessor:
NOW THEREFORE, the parties hereto agree as follows:
1. Subleased Premises
------------------
Sublessor hereby subleases to Sublessee, and Sublessee hereby hires and
subleases from Sublessor, on the terms, covenants and conditions hereinafter
provided, the Subleased Premises consisting of all that office space and
improvements as shown on Exhibit "B". Sublessee accepts the Subleased Premises
in their current "as-is" condition and acknowledges that Sublessor has made no
representation or warranty of any kind, express or implied, with respect to the
Subleased Premises or the condition thereof or the use or occupation that may be
made thereof and that the Sublessor shall in no event whatsoever be liable for
any latent or patent defects therein. Notwithstanding the foregoing, Sublessor
shall cause the Subleased Premises to be segregated from the balance of the
fifth (5th) floor and made independently functional for Sublessee's use, at
Sublessor's expense, including demising walls and a Building standard entrance
door. All work shall be done in accordance with applicable codes, and Sublessor
shall obtain a Certificate of Occupancy, if required.
2. Term
----
The term of this Sublease shall commence on the later of (1) July 1, 1998, or
(2) the date Sublessor has completed the demising work hereunder, and continue
until July 31, 2002.
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3. Base Rent
---------
Sublessee shall pay to Sublessor, without notice or demand and without
abatement, deduction, counterclaim or setoff, a fixed annual rent (the "Base
Rent"), payable in equal monthly installments on the first day of each month as
follows:
Rate per rsf Annual Monthly
------------ ------ -------
7/1/98-5/30/99 $211,304.04
Months 1-8 $17.25 $15,117.19
Months 9-11 $25.50 $22,451.63
6/1/99-5/30/00 $26.01 $274,795.65 $22,899.64
6/1/00-5/30/01 $26.53 $280,289.45 $23,357.45
6/1/01-5/30/02 $27.06 $285,888.90 $23,824.08
6/1/02--7/31/02 $27.60 $24,300.56
Send payments to:
CIGNA Companies
Corporate Real Xxxxxx
Xxx Xxxxxxx Xxxxx - XX00X
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxx
4. Additional Rent
---------------
Sublessee shall pay, as additional rent ("Additional Rent"), its Proportionate
Share of increases in actual real estate taxes paid by Sublessor over the amount
paid for the 1998 Base Year, together with its Proportionate Share of increases
in actual operating expenses paid by Sublessor over the amount incurred in the
1998 Base Year. Excluded from Additional. Rent is the CPI increase, or any
portion thereof, on the Base Rent payable by Sublessor under the Prime Lease.
Sublessee's Proportionate Share is 15.66% (10,565 + 67,467).
5. Security
--------
a. Sublessee upon the execution and delivery of this Sublease by
Sublessor, Sublessee and Prime Landlord, Sublessee shall pay Sublessor
Sixty-Seven Thousand Three Hundred Fifty-Two and No/l00 Dollars
($67,352.00) as security for the full and faithful performance of the
terms, covenants and conditions of this Sublease on Sublessee's part
to be performed or observed, including but not limited to payment of
Base Rent and Additional Rent in default or for any other sum which
Sublessor may expend or to be required to expend by reason of
Sublessee's default, including any damages or deficiency in reletting
the Subleased Premises, in whole or in part, whether such damages
shall accrue before or after summary proceedings or other re-entry by
Sublessor. If Sublessee shall fully and faithfully comply with all the
terms,
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covenants and conditions of this Sublease on Sublessee's part to be
performed or observed, the remainder of the security, or any unapplied
balance thereof, shall be returned to Sublessee within thirty (30)
days after the time fixed as the expiration of the term and after the
removal of Sublessee and surrender of possession of the Subleased
Premises. Sublessor shall be entitled to comingle the security with
Sublessor's other funds, and Sublessee shall not be entitled to any
interest on the security. Sublessor shall return fifty percent (50%)
of the security to Sublessee at the end of the second year of the term
of this Sublease if Sublessee is not then, nor shall have theretofore
been, in default.
b. In lieu of the requirements of Subsection a. above, Sublessee may
elect to cause its bank to issue to Sublessor an irrevocable letter of
credit substantially in the form attached hereto as Exhibit C, in a
sum equivalent to six (6) months full Base Rent. If Sublessee shall
fully and faithfully comply with all the terms, covenants and
conditions of this Sublease on Sublessee's part to be performed or
observed, the letter of credit, or any unapplied balance thereof,
shall be returned to Sublessee after the time fixed as the expiration
of the term and after the removal of Sublessee and surrender of
possession of the Subleased Premises.
6. Furniture and Fixtures
----------------------
Sublessor shall remove the furniture and Merlin telephone switch from the
Subleased Premises, at Sublessor's sole cost and expense, prior to the
commencement of the term of the Sublease.
7. Common Areas
------------
At no additional cost or expense to Sublessee, Sublessee, and its invitees and
employees, shall have the right, in common with other tenants of the Building,
and their invitees and employees, to use all stairways, elevators, halls,
toilets and sanitary facilities, and all other general common facilities
contained in the Building, and all sidewalks, delivery areas, parking facilities
and other appurtenances to the Building.
8. Use
---
The Subleased Premises shall be used for general office purposes only. Sublessee
shall not use or occupy the Subleased Premises or permit the Subleased Premises
to be used or occupied for any purpose, act or thing which is in violation of
the Prime Lease or any public law, ordinance or governmental regulation or may
invalidate any policy of insurance carried on the Building or the Subleased
Premises. Sublessee shall not do or permit anything to be done upon the
Subleased Premises which in any way may constitute waste, create a
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nuisance, disturb the occupants of the Building or of neighboring property or
injure the reputation of the Building or Sublessor.
9. Liability and Insurance
-----------------------
Sublessee agrees that Sublessor, and its officers, employees and agents, shall
not be liable to Sublessee for, and Sublessee hereby releases said parties from,
any personal injury or damage to or loss of personal property in or about the
Subleased Premises or the Building from any cause whatsoever, other than
intentional or negligent conduct by Sublessor, its officers, employees or
agents.
Sublessee shall defend, indemnify and save harmless Sublessor and its agents and
employees against and from all liabilities, obligations, damages, penalties,
claims, costs, charges and expenses, including reasonable attorneys' fees, which
may be imposed upon or incurred by or asserted against Sublessor and/or its
agents by reason of any of the following which shall occur during the Sublease
Term:
a. any work or act done in, on or about the Subleased Premises or any
part thereof at the direction of Sublessee, its agents, contractors,
subcontractors, servants, employees, licensees or invitees, except if
such work or act is done or performed by Sublessor or the Prime
Landlord, or their agents or employees;
b. any negligence or other wrongful act or omission on the part of
Sublessee or any of its agents, contractors, subcontractors, servants,
employees, subtenants, licensees or invitees;
c. any accident, injury or damage to any person or property occurring in
the Subleased Premises or any part thereof, unless caused by the
negligence of Sublessor or the Prime Landlord, their employees or
agents; and
d. any failure on the part of Sublessee to perform or comply with any of
the covenants, agreements, terms, provisions, conditions or
limitations contained in this Sublease on its part to be performed or
complied with.
Sublessee shall at all times during the period in which it has any occupancy
rights in the Subleased Premises, maintain in full force and effect
comprehensive public liability insurance, naming Sublessor as an additional
insured, covering injury to persons in amounts at least equal to $1,000,000 for
any occurrence involving one person, S2,000,000 involving two or more persons,
per occurrence, and damage to property of at least $1,000,000, occurring in or
about the Subleased Premises, and also covering the indemnity set forth above.
All such policies of insurance shall comply with the terms and conditions of the
Prime Lease, which is incorporated herein by reference.
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10. Fire or Casualty
----------------
Sublessee shall give Sublessor immediate notice of any fire or other casualty in
the Subleased Premises. If access to the Subleased Premises is prevented or if
any substantial part of the Subleased Premises (including machinery or equipment
used in its operation) shall be materially damaged by fire or other casualty and
such damage cannot be repaired within sixty (60) days, this Sublease shall
terminate as of the date of such fire or other casualty. If this Sublease is not
terminated, then the Base Rent and Additional Rent shall be abated in proportion
to the area of the Subleased Premises rendered untenantable until the Subleased
Premises are fully restored.
11. Assignment
----------
Sublessee shall not assign this Sublease, nor sublet the Subleased Premises in
whole or in part, without the prior written consent of the Prime Landlord and
Sublessor, which consent shall not be unreasonably withheld or delayed.
12. Repairs
-------
Sublessee shall, at Sublessee's sole cost and expense, keep the interior of the
Subleased Premises and all systems therein in good order, repair and condition
at all times during the Sublease Term, and Sublessee shall promptly and
adequately repair all damage to the interior of the Subleased Premises occurring
during the Sublease Term and replace or repair all damaged or broken fixtures
and appurtenances, as well as all operating equipment, facilities and systems,
to the extent such damage occurs during the Sublease Term, all with reasonable
dispatch, and in a good and workmanlike manner. If Sublessee does not do so,
Sublessor may, but need not, make such repairs and replacements, after giving
Sublessee reasonable prior written notice, and Sublessee shall pay to Sublessor
the cost thereof within thirty (30) days after being billed for the same.
Sublessee shall be liable for, and Sublessee shall repair any damage to the
Building, including the structural and exterior (including the roof) portions
thereof, caused by Sublessee, its agents, contractors or employees, reasonable
wear and tear excepted.
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13. Surrender of Possession
-----------------------
Upon expiration of the Sublease Term or upon the termination of Sublessee's
right of possession, whether by lapse of time or as otherwise herein provided,
Sublessee shall forthwith surrender the Subleased Premises to Sublessor in good
order, repair and condition, broom clean, ordinary wear and tear excepted.
Sublessee agrees that TIME SHALL BE OF THE ESSENCE with respect to Sublessee's
obligations to surrender possession of the Subleased Premises to Sublessor upon
the termination of the Term of this Sublease, and further agrees that in the
event that Sublessee does not promptly surrender possession of the Subleased
Premises to Sublessor upon such termination, Sublessor, in addition to any other
rights and remedies Sublessor may have against Sublessee for such holding over,
shall be entitled to bring summary proceedings against Sublessee, and Sublessee
agrees to reimburse Sublessor for Sublessor's damages, consequential as well as
direct, sustained by Sublessor by reason of such holding over, including without
limitation, Sublessor's reasonable attorney's fees and disbursements incurred in
connection with the exercise by Sublessor of its remedies against Sublessee.
Consequential damages shall include but not be limited to: (a) Sublessor's costs
incurred as a result of Sublessor's inability to occupy the Subleased Premises
including additional moving expenses and increased construction costs, if any,
relating to any improvements to the Subleased Premises planned by Sublessor upon
termination of this Sublease; and (b) any amounts owed to the Prime Landlord for
failure to surrender the Subleased Premises under the Prime Lease upon
termination of the Prime Lease.
14. Captions
--------
The captions in this Sublease are inserted only as a matter of convenience and
for reference and they in no way define, limit or describe the scope of this
Sublease or the intent of any provision hereof.
15. Notices
-------
Where notice is required hereunder, such notice will be deemed given if sent to
Sublessor by certified mail, return receipt requested, postage prepaid at the
address specified above, and to Sublessee at the Subleased Premises, by
certified mail, return receipt requested, postage prepaid. Sublessee shall send
a copy of the summons, complaint, or other appropriate papers, served at the
Subleased Premises, to Xxxxxxx X. Xxxxxxx, Esquire, CIGNA Corporation, Two
Liberty Place, 0000 Xxxxxxxx Xxxxxx, XX00X, Xxxxxxxxxxxx, XX 00000-0000.
16. Waiver of Claim/Subrogation
---------------------------
Any provision of this Sublease which shall prove to be invalid, void or illegal
shall in no way affect, impair or invalidate any other provisions hereof and
such other provisions shall remain in full force and effect. Sublessee is
relying on Prime Landlord tO obtain and
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maintain fire and extended perils insurance for the full replacement cost of the
Building and the Subleased Premises. Sublessee shall insure or self-insure the
contents of the Subleased Premises. Sublessor and Sublessee, for themselves and
their respective insurers, agree to, and do hereby release each other, of and
from any and all claims, demands, actions and causes of action that each may
have or claim to have against the other for loss or damage to property, both
real and personal, caused by or resulting from casualties customarily insurable,
notwithstanding that any such loss or damage may be due to or result from the
negligence of either of the parties hereto or their respective employees or
agents. Sublessor agrees that it is a condition of this Sublease that Sublessor
shall secure a similar waiver of claim and subrogation from the Prime Landlord
in favor of Sublessee. Such waivers shall be included in the Prime Landlord's
consent.
17. Binding Effect
--------------
The covenants, conditions, warranties and agreements contained in this Sublease
shall bind and inure to the benefit of Sublessor and Sublessee and their
respective heirs, distributees, executors, administrators, successors and
assigns.
18. Entire Agreement
----------------
This Sublease, with the Exhibits annexed hereto, contains the entire agreement
between Sublessor and Sublessee and incorporates all prior and contemporaneous
agreements, understandings, warranties, representations and covenants. Any
executory agreement hereafter made between Sublessor and Sublessee shall be
ineffective to change, modify, waive, release, discharge, terminate or effect an
abandonment of this Sublease, in whole or in part, unless such executory
agreement is in writing and signed by the party against whom enforcement of the
change, modification, waiver, release, discharge, termination or the effecting
of the abandonment is sought.
19. Attorneys' Fees
---------------
If any lawsuit, reference, mediation or arbitration is commenced which arises
out of or relates to this Sublease, the prevailing party shall be entitled to
recover from each other party such sums as the court, referee, mediator or
arbitrator may adjudge to be reasonable attorneys' fees in the action,
reference, mediation or arbitration, including the allocated costs for the
services of in-house counsel, in addition to costs and expenses otherwise
allowed by law.
20. Prime Lease
-----------
This Sublease is subject and subordinate to the following sections of the Prime
Lease which do not conflict with the terms of this Sublease, and which are
herewith incorporated by this reference into this Sublease as if fully set forth
herein: 3, 6, 14, 16, 18, 21-24, 27, 28, 30 and 38. Sublessee shall provide
Sublessor with satisfactory evidence of its compliance with the foregoing terms
of
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the Prime Lease, including, but not limited to, copies of insurance certificates
showing required insurance coverages are in place.
21. Prime Landlord's Consent
------------------------
This Sublease is conditioned upon Sublessor's obtaining the Prime Landlord's
written consent to this Sublease (including the Waiver of Claim/Subrogation
described above). If such consent is refused or if the same is not obtained, in
writing, within thirty (30) days of the full execution of this Sublease, this
Sublease shall be null and void, of no force or effect and all sums that
Sublessee shall have paid or delivered hereunder to Sublessor shall be promptly
returned to Sublessee.
22. Quiet Enjoyment
---------------
Upon Sublessee paying the rent and observing and performing the terms, covenants
and conditions on its part to be observed and performed under this Sublease,
Sublessee shall have quiet and peaceful enjoyment and possession of the
Subleased Premises during the Sublease Term.
23. Defaults and Remedies; Interest on Late Payments
------------------------------------------------
If default shall be made in the payment of any installment of Base Rent or any
other sum required to be paid by Sublessee under this Sublease and such default
shall continue for ten (10) days after written notice to Sublessee, or if
default shall be made in the observance or performance of any other covenants or
conditions in this Sublease or the Prime Lease which Sublessee is required to
observe and perform and such default shall continue for thirty (30) days after
written notice to Sublessee, or if such default cannot be cured within such
thirty (30) day period and Sublessee shall not have commenced and be diligently
attempting to cure such default, or if a default involves a hazardous condition
and is not cured by Sublessee within three (3) days after written notice to
Sublessee, or, if such default cannot be cured within such three (3) day period
and Sublessee shall not have commenced and be diligently attempting to cure such
default, then Sublessor may treat the occurrence of any one or more of the
foregoing events as a breach of this Sublease, and thereupon may, with or
without notice or demand of any kind to Sublessee or any other person, have the
following described remedies in addition to all other rights and remedies
provided at law or in equity or elsewhere herein.
In the event of a default by Sublessee, Sublessor may terminate this Sublease
and the Sublease Term created hereby, in which event Sublessor may forthwith
repossess the Subleased Premises and be entitled to recover forthwith, in
addition to any other sums owing to Sublessor from or damages caused by
Sublessee, as damages a sum of money equal to the worth, discounted at the rate
of the Prime Rate at the Chase Manhattan Bank, New York, in effect at the time
of Sublessor's termination, of the excess, if any, of the amount of Base Rent
and all other sums to be paid by Sublessee under this Sublease throughout the
balance of the Sublease Term in effect at the time of termination (as if not
terminated by Sublessor because of Sublessee's
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default) over the then fair market rental value of the Subleased Premises for
the same period. Should the fair market rental value of the Subleased Premises
for the balance of the Sublease Term exceed the value of the Basic Rent and
additional rent provided to be paid by Sublessee for the balance of the Sublease
Term, Sublessor shall have no obligation to pay to Sublessee the excess or any
part thereof.
All installments of Base Rent or Additional Rent not paid when due and payable
shall bear interest at the lesser of (a) the rate of ten percent (10%) or (b)
the maximum interest rate permitted by law, from the date due until paid. In
addition, Sublessee shall pay to Sublessor five percent (5%) of the overdue
amount as a late charge. Sublessor's acceptance of any late charge or interest
shall not constitute a waiver of Sublessee's default with respect to the overdue
amount nor prevent Sublessor from exercising any of the other rights and
remedies available to Sublessor under this Sublease or any law now or hereafter
in effect.
24. Utilities and Services
----------------------
Sublessee shall be entitled to all of the services and rights to which Sublessor
is entitled under the Prime Lease. Sublessor shall take all reasonable steps
necessary to ensure that all utilities and services called for under the Prime
Lease are made available to Sublessee; provided, however, Sublessor shall have
no liability or responsibility should Prime Landlord not provide any of the
services required under the Prime Lease, and Sublessee's responsibility to pay
Base Rent under this Sublease shall not be affected in any way unless Sublessor
is excused from paying rent under the Prime Lease; and further provided,
however, that in the event of a breach of the Prime Lease by Prime Landlord
which would entitle Sublessor to terminate the Prime Lease, Sublessee shall be
entitled to terminate the Sublease. Sublessor shall cause the Subleased Premises
to be submetered for electricity at Sublessor's expense, and Sublessee shall pay
electricity costs directly to the utility company.
25. Sublessee's Obligations and Sublessor's Right to Perform Sublessee's
--------------------------------------------------------------------
Obligations
-----------
Subject to the terms of this Sublease, Sublessee, with respect to the Subleased
Premises, will duly and faithfully observe all the applicable terms and
restrictions and perform all the applicable obligations imposed on Sublessor as
tenant under the Prime Lease. Sublessor shall have the right (but not the
obligation) to take any and all applicable actions required to be taken by
Sublessee pursuant to the provisions hereof or the Prime Lease, but not timely
taken by Sublessee, which may be necessary to prevent a default under or to
assure complete compliance with the terms of this Sublease or the Prime Lease.
All costs and expenses reasonably incurred by Sublessor, including, but not
limited to, counsel fees, for any actions taken pursuant to this Article 25
shall be payable by Sublessee, as additional rent, within five (5) days after
delivery of a statement of any such costs to Sublessee.
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26. Not to Cause Default
--------------------
Neither Sublessor nor Sublessee shall do or permit anything to be done which
would cause the Prime Lease to be terminated or forfeited by reason of any
right of termination or forfeiture reserved or vested in the Prime Landlord
under the Prime Lease, and each party shall indemnify and hold the other party
harmless from and against all claims of any kind whatsoever by reason of any
breach or default on the part of the indemnifying party by reason of which the
Prime Lease may be terminated or forfeited. Furthermore, in no event shall
Sublessee be liable to both Sublessor and the Prime Landlord for damages,
arising from the same breach, default or holdover, and Sublessor shall indemnify
and hold Sublessee harmless from and against any claims the Prime Landlord to
the extent the same have been paid by Sublessee to Sublessor. The indemnities in
this Section 26 shall be applicable to Sublessee's liabilities in the event of
an exercise by Prime Landlord of Prime Landlord's rights under Section 5(b) of
that certain Consent to Sublease Agreement by and among Sublessor, Sublessee and
Prime Landlord.
27. Waiver
------
Failure of either party to insist upon the strict performance of any of the
terms or conditions herein shall not constitute a waiver of such party's rights
to thereafter enforce such terms and conditions.
28. Arbitration
-----------
All disputes and other matters in question between Sublessor and Sublessee shall
be decided by arbitration in accordance with the applicable rules of the
American Arbitration Association. The foregoing agreement to arbitrate shall be
enforceable under the prevailing arbitration law. The award rendered by the
arbitrators shall be final, and judgment may be entered upon it in accordance
with applicable law in any court having jurisdiction thereof. Arbitration shall
be the exclusive method of resolving disputes and other matters in question
between Sublessor and Sublessee, unless the parties shall otherwise agree in
writing.
29. Authority to Bind Parties
-------------------------
The individuals signing this Sublease on behalf of Sublessor and Sublessee
hereby represent and warrant that they are empowered and duly authorized to bind
the respective parties to this Sublease.
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30. Brokers
-------
Sublessee covenants, warrants, and represents that it has not dealt with any
broker in connection with this Sublease other than Xxxxxx X. Xxxxxxx, Inc. (the
"Brokers"), and Sublessor agrees to pay the commission of the Broker in
accordance with a separate agreement. The Parties agree to indemnify and hold
each other harmless from any and all liability, damage, costs, expenses and fees
(including attorneys' fees) which either may incur or be required to pay as a
result of the other's dealings with any other broker.
31. Rights Cumulative
-----------------
All rights and remedies of Sublessor under this Sublease shall be cumulative,
and none shall exclude any other rights and remedies allowed by law.
32. Governing Law
-------------
This Sublease shall be governed by and construed in accordance with the laws of
the State of Illinois.
33. Full Negotiation
----------------
This Sublease, although drafted by Sublessor, is the result of extensive
negotiations between Sublessor and Sublessee and their respective counsel and,
therefore, shall be interpreted and construed only by the contents hereof, and
there shall be no presumption or standard of construction in favor of or against
either Sublessor or Sublessee.
34. Changes in Writing
------------------
This Sublease cannot be changed or terminated orally, but only by an instrument
in writing executed by Sublessor and Sublessee.
35. Partial Payment
---------------
No payment by Sublessee or receipt by Sublessor of a lesser amount than the
correct Base Rent due hereunder shall be deemed to be other than a payment on
account, nor shall any endorsement or statement on any check or letter
accompanying any check or payment be deemed to effect or evidence an accord and
satisfaction, and Sublessor may accept such check or payment without prejudice
to Sublessor's right to recover the balance or pursue any other remedy in this
Sublease or at law provided.
36. Partial Invalidity
------------------
If any one of the provisions of this Sublease, or the application thereof to any
person or circumstance, shall, to any extent, be invalid or unenforceable, the
parties shall incorporate in this Sublease a lawful clause with similar and
equivalent economic consequences so that the respective rights and obligations
of the
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parties shall be maintained. Further, the remainder of this Sublease, or the
application of such provision or provisions to persons or circumstances other
than those to whom or which it is held invalid or unenforceable, shall not be
affected thereby, and every provision of this Sublease shall be valid and
enforceable to the fullest extent permitted by law.
37. No Offer
--------
This Sublease is transmitted for examination only and does not constitute an
offer to lease. This Sublease shall not be binding on either Party in any way
unless and until it is duly executed and unconditionally delivered by both
Parties and the Prime Landlord.
IN WITNESS WHEREOF, the Parties hereto have caused this Sublease to be signed
and sealed as of the day and year first above written.
INSURANCE COMPANY OF NORTH AMERICA
Sublessor
By:/s/ Xxxxxx Xxxxxxxx
---------------------------
Date: 7-1-98
-------------------------
INTERACTIVE COUPON MARKETING GROUP,
INC.
Sublessee
By:/s/ Xxxxxx Xxxxx
---------------------------
Date: 6-30-98
-------------------------
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