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EXHIBIT 10.51
SUBLEASE AGREEMENT
SUBLEASE AGREEMENT dated as of November 4, 1998, between One Twelve
Interactive Inc., a division of Global Language Solution Inc. (the "Sublessor"),
and XXXX XXX ENTERTAINMENT, INC., a Delaware corporation (the "Sublessee").
WHEREAS, the Sublessor is the tenant under that certain Office
Lease dated as of April 13, 1998, with XXXXXXX XXXXX REALTY FUND, a California
Limited Partnership, as "Landlord", relating to the office space located at
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxx, 00000 (the "Premises"); and
WHEREAS, the Sublessor and the Sublessee desire to enter into
this Agreement for the sublease of the Premises subject, in each case, to the
terms and conditions of this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
I. SUBLEASE OF PREMISES
SECTION 1.01. Sublease of Premises. The Sublessor hereby
subleases to the Sublessee, and the Sublessee hereby hires from the Sublessor,
the Premises with all furniture and equipment found there, and the Premises is
being accepted without any representation and warranty, subject further to the
terms and conditions of this Agreement.
SECTION 1.02. Master Lease. The Sublessee shall familiarize
itself with an the terms and provisions of the Master Lease, a copy of which has
been provided to the Sublessee. The Sublessee (i) shall not do anything on or
about the Premises which could constitute a breach of the Master Lease, and (ii)
shall enjoy and perform, with respect to the Premises, an the rights and
obligations enjoyed and imposed upon the Sublessor pursuant to the terms of the
Master Lease. The provisions of the Master Lease are incorporated herein by this
reference as if set forth at length herein. In the event of any conflict between
this Agreement and the Master Lease, this Agreement shall control.
II. TERM OF SUBLEASE; TERMINATION
SECTION 2.01. Term. The term of this Agreement shall commence on
November 1, 1999, and shall be co-extensive with the term of the Master Lease,
which the parties agree shall expire on April 30, 2002.
SECTION 2.02. Effect of Expiration of Term and/or Earlier
Termination. Expiration of the term of the Master Lease and/or earlier
termination of this Agreement shall not release or discharge either party hereto
from any obligation, debt or liability which may have previously accrued and
remains to be performed on such date.
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III. RENT
SECTION 3.01. Fixed Rent. As of the commencement of this
Agreement, Sublessee shall pay to Sublessor as fixed rent for the Premises and
all furniture and equipment found therein a monthly rental of SEVEN THOUSAND
FIVE HUNDRED Dollars ($7,500.00), payable on the first day of each month during
the term of this Agreement. Sublessor acknowledges that all Guaranteed Minimum
Monthly Rental (as such term is defined in the Master Lease) in excess of the
$7,500.00 fixed rent payable by this Section shall remain the sole obligation of
Sublessor.
SECTION 3.02. Additional Rent; Net Sublease. In addition to the
payment of fixed rent as described in Section 3.01 hereof, Sublessee shall pay
to Sublessor One Hundred percent (100%) of all other costs, expenses and
obligations of every kind whatsoever relating to the Premises imposed upon
Sublessor under the Master Lease which may arise or become due during the term
of this Agreement (which amounts shall be included within the term "additional
rent"), subject to any other provisions of this Agreement which expressly
provide for adjustment or abatement of rent or other charges.
This Agreement is and shall be deemed and construed to be an
absolutely net sublease and the additional rent specified herein shall be net to
the Sublessor in each month during the term of this Agreement, and shall be
payable by Sublessee to Sublessor monthly at the time and in the manner that
fixed rent described in Section 3.01 hereof is paid.
SECTION 3.03 Security Deposit Sublessee shall deposit a total of
$12,500 with Sublessor as security for the faithful compliance with the
obligations hereunder. In the event of any additions to this lease requiring
additional security to be held by Landlord, then Sublessee shall make all such
additional security payments as may be required.
SECTION 3.04. Late Charges. If payment of any sums required to be
paid or deposited by Sublessee to Sublessor under this Agreement, and payments
made by Sublessor under any provision hereof for which Sublessor is entitled to
reimbursement by Sublessee, shall become overdue for a period of ten (10) days
beyond the date on which they are due and payable as in this Agreement provided,
to the extent permitted by applicable law, a late charge equal to six percent
(6%) of the late payment shall be due thereon on demand, but not less than One
Hundred Dollars ($100.00). Any unpaid amounts from Sublessee to Sublessor which
remain due and unpaid for more than thirty (30) days of the due date thereof,
including any and all late charges assessed thereon, shall bear interest at the
rate per annum equal to the lesser of eighteen percent (18%) and the maximum
amount allowable under applicable law. If non-payment of any late charges shall
occur, Sublessor shall have, in addition to all other rights and remedies, all
the rights and remedies provided for herein and by law and in the case of
non-payment of rent, including but not limited to the imposition of additional
late charges. No failure by Sublessor to insist upon the strict performance by
Sublessee of Sublessee's obligations to pay late charges shall constitute a
waiver by Sublessor of its rights to enforce the provisions of this Section in
any instance thereafter occurring.
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SECTION 3.04. Expenses. Sublessee shall use various accounts of
Sublessor relating to telephone, and related office services until it
establishes its own accounts. Sublessee agrees to pay all expenses incurred
using Sublessor's accounts upon presentation of a monthly statement by
Sublessor.
SECTION 3.05. Manner of Payment. All payments of fixed rent and
any additional rent shall be made without prior demand and without offset,
deduction or counterclaim, in lawful money of the United States of America. Such
payments shall be made at the address designated by Sublessor from time to time.
IV. OBLIGATIONS OF SUBLESSEE
The Sublessee hereby expressly assumes and agrees to perform
insofar as the Premises are concerned all the obligations and covenants required
by the Master Lease to be kept or performed by the Sublessor, as tenant, except
that the obligation to pay rent to the Landlord under the Master Lease shall be
considered partially performed by the Sublessee to the extent and in the amount
that rent is paid to the Sublessor in accordance with this Agreement. The
Sublessee shall pay the rent herein reserved, shall use the Premises for the
purpose stated in the Master Lease, and shall surrender the Premises on
expiration or earlier termination of the term hereof in as good condition as
they are at commencement of the term hereof, reasonable wear and tear excepted.
V. OBLIGATIONS OF SUBLESSOR
The Sublessor agrees to perform insofar as the Premises are
concerned all the obligations and covenants required by the Master Lease to be
kept or performed by the Sublessor including, without limitation, the obligation
to pay rent to the Landlord. The Sublessor acknowledges that in the event of a
default by the Sublessor under the Master Lease, the Sublessee shall be entitled
to written notice from the Sublessor of such default and may cure such default
by contacting directly the Landlord. In such event, any monetary obligations
undertaken by the Sublessee to cure such default by the Sublessor shall be
offset against any future rental and additional rental obligations of the
Sublessee under this Agreement. In addition, the Sublessor agrees to use its
best efforts and to take such further action as required or requested by the
Sublessee to effectuate the sublease of the Master Lease to the Sublessee.
VI. NO ASSIGNMENT, SUBLETTING OR ENCUMBRANCE
Sublessor, Sublessee, and/or each of its respective successors
and assigns acknowledge and agree that it must obtain prior written consent of
Landlord prior to any subsequent assignment, subletting, mortgage, pledge or
encumbrance.
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VII. GENERAL PROVISIONS
SECTION 7.01. Notices. All notices, requests, demands and other
communications shall be in writing and deemed to have been duly given when
delivered personally, by facsimile transmission upon receipt of a "clear" or
"ok" transmission notice, or three days following deposit in the United States
mail, first class, postage prepaid, duly addressed:
If to Sublessee: Xxxx Xxx Media, Inc.
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention of Chief Operating Officer.
Fax: (000) 000-0000
With a copy to: Xxxxxxx X. Xxxxx, Esq.
Xxxxxxx X. Xxxxx, A Professional Corporation
00000 Xxxxx Xxxxxx Xxxx., 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Fax: (000) 000-0000
If to Sublessor: 112 Interactive Inc.
00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxx, XX 00000
Attention of Xxxxxxxxx Xxxxxxxx
Any party may, pursuant to written notice in compliance with this Section, alter
or change the address or the identity of the person to whom any notice is to be
sent.
SECTION 7.02. Further Assurances. Each party hereby agrees to
execute and deliver such instruments and documents as the other party may deem
necessary or advisable to effectuate the contemplated transaction.
SECTION 7.03. No Waiver. No term or condition of this Agreement
shall be deemed to have been waived, nor shall any party hereto be estopped from
enforcing any provision of this Agreement, except by written instrument of the
party charged with such waiver or estoppel. Any written waiver shall not be
deemed a continuing waiver unless specifically stated, shall operate only as to
the specific term or condition waived and shall not constitute a waiver of such
term or condition for the future or as to any act other than that specifically
waived.
SECTION 7.04. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of California.
SECTION 7.05. Entire Agreement; Amendments. This Agreement
contains the entire agreement of the parties hereto in regard to the subject
matter hereof, and may not be changed orally but only by a written document
signed by the party against whom enforcement of waiver, change, modification,
extension or discharge is sought.
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SECIION 7.06. Headings. Headings contained in this Agreement are
for convenient reference only; they are not a part of this Agreement and are not
to affect in any way the substance or interpretation of this Agreement.
SECTION 7.07. Survival of Provisions. In case any one or more of
the provisions or any portion of any provision contained in this Agreement
should be found to be invalid, illegal or unenforceable in any respect, such
provision or portion therefore shall be modified or deleted in such manner so as
to afford the parties the fullest protection commensurate with making this
Agreement, as modified, legal and enforceable under applicable laws, and the
validity, legality and enforceability of any such provision shall not in any way
be affected or impaired thereby, such remaining provisions or portion of any
such provision construed as severable and independent thereof.
SECTION 7.08. Arbitration: Attorneys' Fees. Any dispute or
conflict which arises between the parties hereto shall be submitted to the
American Arbitration Association, before a single arbitrator, in accordance with
its then current Commercial Rules in Los Angeles County, California, for
arbitration and the parties shall be bound by the results of such arbitration in
accordance with the California Code of Civil Procedure Section 1283.05. If
either party brings an action for judicial review or enforcement of the
arbitration proceedings, award or decision, the prevailing party in any such
action, trial or appeal shall be entitled to its reasonable attorneys' fees to
be paid by the nonprevailing party as fixed by the court.
SECTION 7.09. Counterparts; Facsimile Signatures. This Agreement
may be executed in two or more counterparts, each of which shall be considered a
duplicate original, but all of which together shall constitute one and the same
instrument. Each party hereto, and their respective successors and assigns shall
be authorized to rely upon the signatures of all of the parties hereto which are
delivered by facsimile as constituting a duly authorized, irrevocable, actual,
current delivery of this Agreement with original ink signatures of each person
and entity; provided, however, that each party hereto that delivers such
facsimile signatures to another party hereto, covenants and agrees that it shall
deliver an executed original of the same to the party(ies) so receiving the
previous facsimile signatures within five (5) days after delivery of such
facsimile signatures.
SECTION 7.10. Construction. In all matters of interpretation,
whenever necessary to give effect to any provision of this Agreement, each
gender shall include the others, the singular shall include the plural, and the
plural shall include the singular.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, all as of the date and year first above written.
SUBLESSOR: 112 Interactive Inc.
By: /s/
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Its: Chairman
SUBLESSEE: XXXX XXX MEDIA, INC.
By: /s/ XXXXXXX X. XXXXXX
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Its: Executive Vice President
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