THIS INDENTURE OF LEASE made as of the 1st day of October, 2004 between
XXXXXX X. XXXXXXXXX LTD., an Ontario corporation (the "Landlord"), and
INTELLIPHARMACEUTICS CORP., a Nova Scotia corporation (the "Tenant").
WITNESSETH as follows:
ARTICLE I
INTERPRETATION
1.1 DEFINITIONS
In this lease, unless there is something in the subject matter or content
inconsistent therewith, the following terms have the following respective
meanings:
"ADDITIONAL RENT" has the meaning ascribed to that term in section 3.2.
"AGREED RATE" at any time means that rate of interest, expressed as a rate per
annum, which is 2 percentage points in excess of the rate of interest
established from time to time by Royal Bank of Canada at Toronto as the
reference rate of interest in order to determine the interest rate which it will
charge to commercial customers in Canada for Canadian dollar denominated loans.
"APPLICABLE LEGISLATION" has the meaning ascribed to that term in section 8.5.
"BASIC RENT" has the meaning ascribed to that term in section 3.1.
"BUILDING" means the building and related improvements constructed on the Lands
and includes all fixtures, equipment and other appurtenances thereto, and all
additions, alterations, changes, extensions, improvements and reconstruction
which may hereafter be made thereto or substituted therefor.
"GOODS AND SERVICES TAX" means all goods and services taxes, sales taxes, value
added taxes, multi-stage taxes and other taxes, rates, duties, levies and fees
assessed, levied rated or charged upon the Tenant in respect of rent.
"LANDS" means the lands described in Schedule 1.
"LEASED PREMISES" means the Lands and the Building and includes all buildings,
fixtures, equipment and other appurtenances thereto hereafter erected,
constructed or placed on the Lands.
"MONTH" and "MONTHLY" refer to a calendar month.
"MORTGAGE" includes:
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(I) a deed of trust and mortgage securing bonds, debentures and other
evidences of indebtedness,
(II) an assignment as security, and
(III) any mortgage or charge of anyone or more, or any part, of the
Lands, the Building, and this lease, whether made or assumed by
the Landlord, and "mortgagee" means the holder of a mortgage.
"RENEWAL PERIOD" has the meaning ascribed to that term in subsection 2.3(1).
"RENT" means basic rent and additional rent.
"REPLACEMENT COST" has the meaning ascribed to that term in section 5.3.
"TERM" means"
(I) the period of 5 years for which the leased premises are demised
and leased by article 2,
(II) any renewal period or periods for which the leased premises may be
demised and leased, and
(III) any additional period during which the Tenant shall overhold and
for which the Landlord shall accept rent as provided in this
lease; and
"YEAR" and "YEARLY" refer to a period of 12 consecutive calendar months.
1.2 CERTAIN TERMS, NUMBER AND GENDER
The words "hereof", "herein" and "hereunder" and similar expressions used in any
section of this lease refer to the whole of this lease and not just to such
section, unless otherwise provided. Words importing the singular number only
shall include the plural and vice versa words importing any gender shall include
the other genders and words importing persons shall include firms and
corporations and vice versa.
1.3 SUBDIVISION OF LEASE AND EFFECT OF HEADINGS
The division of this lease into articles, sections, subsections and other
subdivisions and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this lease.
References to an article, section, subsection or other subdivision are to the
corresponding article, section, subsection or other subdivision of this lease.
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1.4 GOVERNING LAW
This lease shall be governed by and construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein and shall be
treated in all respects as an Ontario contract.
ARTICLE 2
DEMISE AND TERM
2.1 DEMISE
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 has demised and leased and by these presents does demise and lease to
the Tenant the leased premises.
2.2 TERM
To have and to hold the leased premises for and during the period commencing on
October 13, 2004 and ending on November 30, 2009, subject to renewal, extension
or prior termination as hereinafter set out. The Tenant shall be permitted
occupancy to the leased premises from and after the Commencement Date for the
construction and installation of the Tenant's leasehold improvements. The Tenant
shall not be responsible for payment of Basic Rent and for the period from the
date hereof to December 13, 2004. For greater certainty, the Tenant shall pay
and satisfy all Additional Rent and all utilities and other charges hereunder
during such period and shall be bound by all provisions of the Lease during such
period but shall not be responsible for payment of realty taxes, fire insurance
and any related GST.
2.3 RENEWAL
(1) If no event of default listed in section 8.2 shall be outstanding at the
time of giving notice which has not been cured, the Tenant may by written notice
given to the Landlord not less than 6 months or more than 9 months prior to the
expiry of such period, extend the Term for a renewal period (the "renewal
period") of 5 years at an annual basic rent which is the greater of (i) the
amount of basic rent payable during the 5th year of such period and (ii) the
fair market rental for the leased premises for a period equal to the renewal
period existing at the time of the giving of such notice, and otherwise upon and
subject to the same terms and conditions as are herein contained except for the
right of renewal contained in this section. In no event will the rent during the
renewal period be less than the rent paid in the final year of the term of the
Lease.
(2) The Landlord and the Tenant shall use all reasonable efforts to establish
the basic rent for the renewal period prior to the commencement of the renewal
period. If such basic rent is not established by such time, the Tenant shall
continue to pay basic rent at the rate payable during the 5th year of the Term
during the renewal period until such time as such
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basic rent is established at which time the Landlord shall repay any overpayment
or the Tenant shall pay any underpayment of basic rent from the date of
commencement of the renewal period.
(3) If the Landlord and the Tenant are unable to establish the basic rent for
the renewal period prior to the commencement thereof, either party may by
written notice to the other require the determination of the basic rent for the
renewal period to be submitted to arbitration by a sole arbitrator. Such
arbitration shall be carried out pursuant to and shall be governed by the
Arbitration Act (Ontario), as amended or substituted for from time to time. If
the parties are unable to agree upon a sole arbitrator within 7 days after the
giving of the notice requiring the submission to arbitration, either party may
apply to the court to appoint the arbitrator. The arbitrator shall have no power
to award the costs of the arbitration.
ARTICLE 3
RENT
3.1 BASIC RENT
Yielding and paying for the leased premises during the Term unto the Landlord as
basic rent, yearly and every year:
(I) during year 1 of the Term, the annual sum of $88,440. payable
$7,370. per month;
(II) during year 2 of the Term, the annual sum of $93,967.50 payable
$7,830.63 per month;
(III) during year 3 of the Term, the annual sum of $99,495. payable
$8,291.25 per month;
(IV) during year 4 of the Term, the annual sum of $105,022.50 payable
$8,751.86 per month; and
(V) during year 5 of the Term, the annual sum of $110,550. payable
$9,212.50. per month.
in each case, in lawful money of Canada and payable as nearly as may be in equal
monthly instalments, in advance on the first day of each and every month in each
and every year during the Term plus goods and services tax; or such other sum as
shall be payable pursuant to section 2.3 or section 8.8, such basic rent (the
"basic rent") to be in addition to all other payments to be made by the Tenant
under this lease. The Landlord acknowledges receipt of the sum of $17,748.28
from the Tenant to be applied firstly in payment of basic rent for the first
month of the Term and secondly in payment of basic rent for the last month of
the term, plus GST.
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3.2 ADDITIONAL RENT
All taxes, costs, expenses, charges and obligations payable by the Tenant
pursuant to this lease and interest and penalties as set out in this lease, if
they are not paid as herein provided, all other taxes, costs, expenses, charges
or obligations which the Landlord may suffer or incur (except, however, any
goods and services tax or any income, capital or profit taxes imposed on or
against the Landlord), and any and all other sums which may become due by reason
of any default or failure of the Tenant duly and punctually to perform and
observe any of the agreements, terms, covenants and conditions in this lease to
be performed and observed by the Tenant shall be deemed to be (and are herein
called) additional rent and, in the event of non-payment, the Landlord shall
have all the rights and remedies herein provided in case of non-payment of rent
generally. All additional rent shall become due and be payable forthwith after
demand.
3.3 GOODS AND SERVICES TAX
The Tenant shall pay to the Landlord an amount equal to any and all goods and
services tax payable by the Tenant in respect of this lease, it being the
intention of the parties that the Landlord shall be fully reimbursed by the
Tenant with respect to any and all goods and services tax collectible by the
Landlord as agent for the applicable taxing authority and for which the Tenant
is responsible hereunder. The amount of goods and services tax so payable by the
Tenant shall be calculated by the Landlord in accordance with the applicable
legislation and shall be paid by the Tenant to the Landlord at the same time as
rent is payable to the Landlord under the terms of this lease or upon demand at
such other time or times as the Landlord from time to time may determine.
Notwithstanding any other provision of this lease, amounts payable by the Tenant
under this section shall be deemed not to be additional rent, but the Landlord
shall have all of the rights and remedies for the recovery of such amounts as it
has for the recovery of additional rent under this lease and at law.
ARTICLE 4
NET LEASE
4.1 NET LEASE
It is the intention of the Landlord and the Tenant and it is hereby agreed by
them that, subject to any assignment of rent by the Landlord, the Tenant shall
pay all rent to be paid hereunder to the Landlord without any deduction,
abatement or set-off whatsoever, and notwithstanding any statutory or other
provisions, all charges, expenses, payments and costs of every nature and kind
whatsoever incurred in respect of the leased premises or for any matter or thing
affecting the leased premises shall (unless otherwise expressly stipulated
herein to the contrary) be borne by the Tenant to the same extent as if the
Tenant were the sole owner of the Lands and the Building, so that the rent
herein reserved shall be absolutely net to the Landlord. The Landlord shall not
be responsible for any charge, claim or liability whatsoever in connection with
the leased premises except as expressly provided in this lease.
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ARTICLE 5
COVENANTS OF THE TENANT
The Tenant covenants with the landlord that:
5.1 RENT
During the Term the Tenant shall pay to the Landlord the rent hereby reserved
and shall discharge all obligations and charges hereunder in the manner and at
the times herein provided, without deduction, abatement or set-off save as
herein provided; all basic rent in arrears to bear interest from the due date
thereof at the agreed rate.
5.2 TAXES, ETC.
In addition to the payment of basic rent hereunder, the Tenant shall promptly
discharge and pay when due (subject to the right of contestation as hereinafter
mentioned but including any fine, penalty, interest or cost which may be added
thereto) all taxes, rates, duties, assessments and other public charges which
during the Term may be levied rated, charged or assessed against the leased
premises or any property owned or brought thereon by the Tenant; and every tax,
licence fee, business tax and other public charge (except, however, any goods
and services tax and any income, capital or profits taxes imposed on or against
the Landlord) together with metres and/or penalties thereon which, during the
Term, may be assessed, levied or charged in respect of the occupancy of the
leased premises by the Tenant, or any businesses carried on therein by the
Tenant, or the property of the Tenant thereon or therein whether such taxes,
rates, assessments, licence fees and other public charges are assessed, levied
or charged by municipal, provincial, federal, school or other public body; and,
if the Tenant shall fail to pay any such amount or amounts when due, the
Landlord may, at its option, pay the same and an amount equal to the amount so
paid, together with interest thereon computed at the agreed rate from the date
of payment by the Landlord, shall be charged to and paid by the Tenant as
additional rent; and the Tenant shall, forthwith after payment of the foregoing
items and charges, produce to the Landlord on request evidence satisfactory to
the Landlord of the fact of such payment, provided that:
(A) if by law any tax, rate, duty, assessment, fee or charge, at the
option of the taxpayer, may be paid by instalments (whether or not
interest shall accrue on the unpaid balance thereof), the Tenant
may pay the sum in instalments as the same respectively become
due;
(B) if under any mortgage it is provided that deposits be made to the
mortgagee or otherwise to secure payment of any such tax, rate,
duty, assessment, fee or charge, the Tenant shall pay amounts
equal to such deposits, at the election of the Landlord, to the
Landlord or the mortgagee, and the Tenant's obligation under this
section to pay the tax, rate, duty, assessment, fee or charge in
respect of which the deposit is to be made
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shall be thereupon satisfied to the extent of the deposits so paid
by the Tenant;
(C) the Tenant shall only be required to pay a proportionate part of
any such tax, rate, duty, assessment, fee or charge which relates
to a fiscal period of the taxing authority a part of which period
is included in a period prior to the commencement or after the
expiration of the Term;
(D) the Tenant may, upon written notice to the Landlord and after
paying such tax, rate, assessment or other public charge under
protest, contest the validity or the amount thereof (if meanwhile
such contestation will involve no forfeiture, foreclosure,
escheat, sale or termination of the Landlord's title to the leased
premises or any part thereof), but upon a final determination of
any such contest the Tenant shall immediately pay and satisfy all
proper costs, penalties, interest or other charges payable in
connection therewith; the Landlord shall co-operate in the
institution and prosecution of any such proceedings and will
execute any documents required therefor; and the expense of such
proceedings shall be borne by the Tenant and any refunds or
rebates secured shall belong to the Tenant.
5.3 PROPERTY INSURANCE
The Landlord shall insure at the cost of the Tenant and keep insured the
Building against loss or damage for such amounts, against such perils, with such
coverages and with such deductibles as a prudent owner would from time to time
insure a similar building in the area of the leased premises, including, without
limitation,
(I) insurance for 100% of replacement cost of the Building against
loss or damage by all perils insured under an "All Risks"
insurance policy including sprinkler leakage insurance, foundation
and excavation insurance and by-law upgrade insurance but
excluding, except to the extent the same is an "All Risks" peril,
civil riot and insurrection, war and nuclear hazard;
(II) insurance in an amount not less than the replacement cost of the
Building per occurrence against loss or damage to all boilers,
pressure vessels, air-conditioning equipment and miscellaneous
electrical apparatus situate in the Building.
The term "replacement cost" means at any time the cost of repairing, replacing
or reinstating any property, whether real or personal, with materials of like
kind and quality, without deduction for physical, accounting or any other kind
of depreciation.
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5.4 RENTAL INSURANCE
The Tenant shall provide and maintain in the name of the Landlord and each
mortgagee rental insurance providing for payment of amounts equal to the full
rent reserved under this lease and all other amounts payable under this lease
for a period of not less than one calendar year in the event of loss of or
damage to the Building by fire or any other penalty described in section 5.3.
All amounts which the Landlord may receive as proceeds of such rental insurance
shall be credited on account of rent or other amounts accruing due after the
date of such loss or damage occurring.
5.5 LIABILITY INSURANCE
The Tenant shall provide and maintain comprehensive public liability and
property damage insurance in an amount not less than $2,000,000. in respect of
any one accident or occurrence. Such policies shall cover the entire leased
premises.
5.6 MISCELLANEOUS INSURANCE PROVISIONS
(1) All insurance maintained pursuant to sections 5.3 or 5.5 shall name the
Landlord, the Tenant, each mortgagee and any other person designated by the
Landlord as having an insurable interest as co-insureds or with loss payable to
such insureds as their respective interests may appear, as applicable.
(2) All insurance maintained pursuant to sections 5.3, 5.4 or 5.5 shall be
written in a form acceptable to the Landlord and all mortgagees and by such
insurer or insurers as the Landlord and all mortgagees shall, in their
respective sole discretion, approve from time to time.
(3) Each policy of insurance maintained pursuant to sections 5.3, 5.4 or 5.5
shall provide that the insurer will furnish the Landlord and each mortgagee with
duplicate original or certified copies of such insurance policy or certificates
evidencing such insurance, without request, including any endorsements relating
to any alteration or renewal of the insurance.
(4) The Tenant shall maintain all such insurance in full force and effect
during the whole of the Term, will pay all premiums therefor prior to the due
date thereof and will forthwith furnish the Landlord and each mortgagee with
evidence of such payment after written request therefor.
(5) If the Tenant shall fail to insure or to maintain any insurance required
by sections 5.3, 5.4 or 5.5, or to pay any of the insurance premiums that it is
obligated to pay under this section: then the Landlord may, at its option,
obtain alternative insurance or maintain such existing insurance and an amount
equal to the premiums paid by the Landlord therefor, together with interest
thereon computed at the agreed rate from the date of payment by the Landlord,
shall be charged to and paid by the Tenant as additional rent.
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(6) Each policy of insurance maintained pursuant to sections 5.3, 5.4 or 5.5
shall, if obtainable, include provisions to the following effect:
(A) a provision that such policy shall not be cancelled or materially
amended to the detriment of the insureds without at least 30 days'
prior written notice to the named insureds;
(B) a waiver or release of all rights of subrogation against the named
insureds;
(C) a cross-liability provision as among named insureds and their
respective officers, directors and employees; and
(D) a provision that no act or omission on the part of the party
obtaining the insurance as a named. insured shall have any effect
upon or constitute any defence against any claim made by any other
insured named or to whom loss is made payable as required hereby
(including any mortgagees).
(7) If any policy of insurance maintained pursuant to sections 5.3, 5.4 or
5.5 shall contain any co-insurance clause, it shall only be a stated amount
co-insurance clause pursuant to which the insurer and the insured agree as to
the replacement cost of the property insured and stating what minimum amount of
coverage must be carried by the insured in order to satisfy the insurer's
co-insurance requirements and to permit full recovery by the insured up to the
amount insured in the event of loss.
(8) Each policy of insurance maintained pursuant to sections 5.3, 5.4 or 5.5
shall be primary and, as among the named insureds, shall be the sole insurance
and shall not call into contribution any other insurance available to any of the
named insureds.
5.7 WASTE AND NUISANCE; ILLEGAL USE; INCREASED INSURANCE COSTS
The Tenant shall permit or commit no waste or injury to the leased premises or
any part thereof and shall not use or occupy or permit to be used or occupied
the leased premises for any illegal or unlawful purpose nor for any purpose that
would result in the voiding of the insurance maintained pursuant to sections
5.3, 5.4 or 5.5 or in an increase in the cost thereof.
5.8 UTILITIES AND COMMUNICATION SERVICES
The Tenant shall pay all charges for the supply of electricity, gas, water and
telephone and other telecommunications services to the leased premises and the
connection and disconnection thereof whether before or after the commencement or
expiration of the Term. If the Tenant shall fail to pay for the supply or
connection or disconnection of such utilities or services when the same becomes
payable then the Landlord may, at its option, pay the same and an amount equal
to the amount so paid, together with interest thereon computed at the agreed
rate from the date of payment by the Landlord, shall be charged to and paid by
the Tenant as additional rent.
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5.9 MAINTENANCE AND REPAIR
Subject to the provisions of sections 6.2, and 8.1, the Tenant shall at its own
cost and expense during the whole of the Term, operate, maintain and keep in
good and substantial repair, order and condition the leased premises and all
parts thereof (including, without limiting the generality of the foregoing, the
roof and walls of the Building, and similar devices, heating and
air-conditioning plant and equipment, parking areas, ramps, sidewalks, curbs,
ways, yards, landscaped and other areas, pipes, drains and plumbing, electrical
and other wiring and all leasehold improvements made to the leased premises).
Such repairs shall meet the requirements of all municipal and governmental
authorities having jurisdiction and the insurance underwriters, if applicable.
The Tenant's obligation to repair shall not extend to (i) reasonable wear and
tear of the leased premises provided that the same remain fully functional
throughout the whole of the Term, (ii) structural repair or repair of structural
defects for which the Landlord is responsible pursuant to section 6.2, or (iii)
damage or injury caused by or resulting from any act, default or negligence of
the Landlord, its officers, agents, servants, employees or contractors. The
Landlord represents and warrants that on the lease commencement date the
heating, ventilation, and air conditioning systems and the roof will be leak
free and in good and substantial condition having regard to their ages.
Notwithstanding the foregoing, the Tenant's responsibility for any ordinary
maintenance and repair costs, exclusive of P.S.T. and G.S.T. associated with the
roof membrane shall not exceed the aggregate sum of $3,000. per colander year,
during the Term during which maintenance and repair costs may be incurred, and
the Landlord shall be responsible for the payment of any costs in excess of such
aggregate sum incurred by the Tenant. Notwithstanding the foregoing, in respect
of the balance of colander year 2004, the Landlord shall bear all costs of the
maintenance of the roof membrane. Any such maintenance costs shall not be
unreasonably incurred by the Tenant, and any repair estimates shall be first
discussed between the Landlord and the Tenant prior to proceeding with the
repair work.
5.10 INSPECTION AND REPAIR
The Tenant shall permit the Landlord or its agents to enter upon the leased
premises at any time and from time to time during normal business hours upon
giving the Tenant reasonable prior written or oral notice, for the. purpose of
inspecting and viewing the state of repair of the leased premises. If the Tenant
shall at any time fail to make any repairs which it is required to make in a
good and workmanlike fashion and to the satisfaction of the Landlord, the
Landlord shall be entitled to make them or cause them to be made, and the cost
thereof, together with interest thereon computed at the agreed rate from the
date of payment by the Landlord, shall be charged to and paid by the Tenant as
additional rent.
5.11 PROSECUTION OF WORK
The Tenant shall prosecute all required repairs, alterations, additions,
changes, extensions or improvements to the leased premises or any part or parts
thereof commenced by it,
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which it is obligated to perform, hereunder with reasonable diligence to
completion, paid for in full (except as may otherwise be provided herein) and
completed in a good and workmanlike manner.
5.12 CONSTRUCTION AND OTHER LIENS
At no time during the Term shall the Tenant permit any construction lien or
similar lien to stand against the leased premises for any labour or materials
furnished to, or with the consent of, the Tenant, its agents or contractors, in
connection with work of any character (including all work which the Tenant is
obliged to do hereunder) performed or claimed to have been performed on the
leased premises by or at the direction or sufferance of the Tenant; the Tenant
shall cause all registrations of claims for such liens, and/ or certificates of
action under any applicable legislation to be discharged, released or vacated,
as the case may be, within 15 days of such registration or within 10 days after
notice from the Landlord, whichever is earlier, all without cost or expense to
the Landlord; provided further that if the Tenant shall fail to remove, release
or vacate any such lien as required hereunder, the Landlord at its option may
pay and discharge such lien, and all amounts paid by or on behalf of the
landlord together with all expenses incurred in connection therewith and
interest thereon at the agreed rate from the date of payment by or for the
Landlord shall be charged to and paid by the Tenant as additional rent.
5.13 OUTSIDE AREAS
During the Term the Tenant shall keep clear from dirt, rubbish, ice and snow,
all ramps, sidewalks, curbs, ways, yards, areas and rights of way forming part
of the leased premises, and the public sidewalks adjacent to the leased premises
required by law to be cleared by the owner or occupier of the leased premises.
5.14 COMPLIANCE WITH FIRE AND OTHER REGULATIONS AND LAWS
The Tenant shall at its own expense comply with every applicable regulation or
order of any insurer by which the Landlord or, the Tenant may be insured, and
with all applicable laws, by-laws and regulations of all governmental
authorities having jurisdiction, now or hereafter in any manner affecting the
leased premises or the use or occupation thereof; and shall indemnify the
Landlord and save it harmless from each and every suit, claim or demand brought
or commenced against the Landlord and all damages, losses, costs, charges and
expenses (including counsel's and solicitors' fees) suffered or incurred by the
landlord, by reason of the failure of the Tenant so to do.
5.15 INJURY TO PERSONS OR PROPERTY
The Landlord shall not be liable nor responsible in any way for any loss of or
damage or injury to any property belonging to the Tenant or to employees of the
Tenant or to any other person while such property is in, upon or about the
leased premises or for any injury (including death) to any person while such
person is in, upon or about the leased
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premises or upon the sidewalks and land adjacent thereto, unless such loss,
damage or injury shall have been caused by the wilful act or default or
negligence of the Landlord or of its employees, servants, or agents; but,
notwithstanding the foregoing, in no event shall the Landlord be liable for any
loss, damage or injury caused by steam, water, rain or snow which may leak into,
issue or flow from any part of the Building or from the water, steam or drainage
pipes or plumbing works of the Building or from any other place or quarter or
for any loss, damage or injury caused by or attributable to the condition or
arrangement of any electric or other wiring. The foregoing shall not relieve the
Landlord from making those repairs for which it is responsible pursuant to
section 6.2 herein.
5.16 INDEMNITY
The Tenant shall indemnify and save the Landlord harmless from any and all
liabilities, damages, debts, demands, losses, costs, claims, suits and actions
for any damage to property or any injury (including death) to any person or
persons resulting from or arising out of:
(A) the use, occupation, conduct or management of or from any work or
thing whatsoever done in or about the leased premises;
(B) any breach or default on the part of the Tenant in the performance
and observance of any of the agreements, terms, covenants or
conditions of this lease on the Tenant's part to be performed and
observed;
(C) the failure to comply with any laws, by-laws, ordinances and
regulations, requirements, orders, directions, notices or rules of
any governmental authority having jurisdiction;
(D) any failure to repair or keep in repair any part of the leased
premises by the Tenant pursuant to the terms of this lease;
(E) any act of negligence or wilful act or default of the Tenant or of
any of its officers, agents, contractors, servants or employees or
any other licensee or invitee of the Tenant in or about the leased
premises; and
(F) any injury (including death), loss or damage whatsoever caused to
any person or property of any person in or about the leased
premises or upon the sidewalks and land adjacent thereto.
5.17 SURRENDER AT EXPIRATION OF TERM
At the expiration or earlier termination of the Term the Tenant shall peaceably
surrender and yield up to the Landlord the leased premises in good and
substantial repair, order and condition. All tenant's fixtures including all
machinery, equipment, fittings, utensils, counters, computers, office equipment
or other articles of like nature supplied by the Tenant in the conduct of its
operations may be removed by the Tenant at the expiration of
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the Term, provided all rent has been paid and no event of default listed in
section 8.2 shall be outstanding at such time. The Tenant shall, prior to the
expiration of the Term, to the extent required by the Landlord, remove or
restore any or all alterations, changes or improvements made by the Tenant to
the leased premises. The Tenant shall in such removal or restoration of its
fixtures and of alterations, changes and improvements cause no damage to the
leased premises or shall make good any damage which it shall occasion thereto.
5.18 ASSIGNMENT AND SUBLETTING
The Tenant shall not assign (whether absolutely or by way of mortgage or charge)
or transfer this lease or all or any part of the leased premises or sublet or
allow any other person, firm or corporation to occupy the whole or any part
thereof, without the consent in writing of the Landlord first obtained, which
consent shall not be unreasonably withheld or delayed. In the event of any
assignment, transfer or sublease with or without the consent of the Landlord,
then, notwithstanding any act or rule of law or regulation to the contrary
unless otherwise agreed to in writing by the Landlord, the Tenant shall
nevertheless remain liable to the Landlord for the payment of all rent payable
hereunder, and for the full observance and performance of the covenants and
provisos herein contained, and the Tenant shall indemnify the Landlord against
all wilful acts and defaults and negligence in respect of the leased premises by
any assignee, transferee, sublessee or other occupant thereof. Notwithstanding
the foregoing the Lessee may assign the Lease or sublet the Demised Premises or
any portion thereof, without the Landlord's consent to any corporation resulting
from the merger or amalgamation with the Lessee to a corporation which it
controls is controlled by, or is under common control, with the Lessee, or to
any person or entity which acquires all of the assets as a going concern of the
Tenant, provided that such assigning or subletting shall release the Tenant from
its obligations.
5.19 USE OF LEASED PREMISES
The Tenant shall not use the leased premises otherwise than for the purposes of
offices, manufacturing, inside warehousing, distribution and pharmaceutical
laboratory and pilot plant. The Tenant acknowledges that such uses are more
restrictive than the uses permitted under the City of Toronto zoning by-laws
which include the leased premises. The Tenant shall not use the leased premises
for any other purpose without the consent in written of the Landlord first
obtained, which consent shall not be unreasonably withheld.
ARTICLE 6
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE LANDLORD
6.1 QUIET ENJOYMENT
The Landlord covenants with the Tenant that (i) the Landlord has full right and
lawful authority to enter into and perform the Landlord's obligations under this
lease and (ii) the Tenant, upon paying the rent hereby reserved and performing
and observing the covenants and provisos herein contained on its part to be
performed and observed, shall peaceably enjoy and possess the leased premises
for the Term, without any interruption or disturbance from the Landlord, or any
other person or persons lawfully claiming by, from or under it. Notwithstanding
the foregoing, except in the event of a bona fide emergency, the Landlord will
give 24 hours written notice of its intention to make entry into the leased
premises to the Tenant.
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6.2 LANDLORD'S REPAIR OBLIGATIONS
Subject to the provisions of sections 5.9 and 8.1, the Landlord shall at its own
cost and expense during the whole of the Term from time to time make all
structural repairs and repair all structural defects to the leased premises. For
purposes of this lease the term "structural repairs" shall mean repairs to the
roof structure, load bearing columns and foundation provided however, that such
covenant shall not extend to repairs necessitated by any act of negligence or
wilful act or default of the Tenant or any of its officers, agents, contractors,
servants or employees or any other licensee or invitee of the Tenant in or about
the leased premises; and provided further that the Landlord may, but shall not
be required to make any such repairs until such time as the Tenant shall have
requested the same in writing.
6.3 ENVIRONMENTAL COMPLIANCE
The Tenant will not permit on the leased premises any hazardous waste or
contaminants (as defined in the Environmental Protection Act (Ontario) and the
regulations thereunder), toxic chemicals, pollutants, wastes, dangerous or
potentially hazardous waste conditions on or affecting the demised premises
including without limitation, PCB's radioactive substances, heavy metals or
petroleum products, such that at all times during the term hereof, the Tenant
shall ensure strict compliance with all applicable environmental protection
legislation including without limiting the generality of the foregoing relating
to ambient air, surface water, ground waste, land surface or subsurface strata
and relating to emissions, discharges, releases or threatened released. The
Tenant shall at all times hold all consents, permits, licences or authorizations
which are required to comply with all laws whatever. The Tenant will immediately
notify the Landlord of the receipt of any notice of non-compliance, control
order or stop order or other order of any nature made by any competent authority
in respect thereof. The Tenant shall at all times during the term of this Lease,
or at any time subsequent to the termination of this Lease, take such actions as
are necessary, at the Lessee's expense to indemnify and save harmless the
Landlord, its successors and assigns, of and from all costs, damages, actions,
and claims whatever made or threatened against the Landlord, its successors or
assigns as a result of a breach of the provisions hereof by the Tenant, its
successors or assigns, and liability for investigatory costs, cleanup costs,
governmental response costs, natural resources damages, property damages,
personal injuries or penalties as a result of a breach of this clause. The
Tenant shall at its expense, at the end of the term of this Lease, at the
request of the Landlord remove all underground fuel storage tanks and ensure the
soil is not contaminated by any hazardous waste.
The Tenant shall, if required at any time by Landlord or by any governmental or
other authority, take all remedial action in respect of any "contaminant" (as
defined in the Environmental Protection Act, (Ontario) or successor, as amended,
in, on, under or about the leased premises or emanating therefrom arising as a
result of the operations of the Tenant or its successors or assigns in the
leased premises, including, without limitation, any repairs or replacements to
the leased premises and the removal, treatment, disposal, restoration,
replacement or recommissioning of the soil or any other part of the Lands. The
said obligation shall survive the expiration or earlier termination of the
Lease.
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ARTICLE 7
ALTERATIONS AND IMPROVEMENTS; AND SIGNS
7.1 ALTERATIONS AND IMPROVEMENTS
(1) The Landlord covenants with the Tenant that the Tenant may make or permit
to be made any alterations, changes or improvements (other than structural) to
the leased premises or any part or parts thereof provided the proposed
alterations, changes or improvements:
(I) do not affect the structural soundness of the Building;
(II) meet the requirements of every governmental authority having
jurisdiction in respect thereof;
(III) meet the requirements of the insurance underwriters of the
Building;
(IV) do not interfere with the efficiency of the heating, air
conditioning and ventilating systems in the Building;
(V) are harmonious in design with the Building as the same is
immediately prior to the making thereof;
(VI) have the prior written consent of all mortgagees if such consent
is required under the terms of the mortgage; and
(VII) have the prior written consent of the Landlord, which consent
shall not be unreasonably withheld;
(2) The Tenant acknowledges that, except as set out in subsection (1), it
shall have no other right to make any alterations, changes or improvements to
the leased premises or any part thereof.
(3) Any alterations, changes and improvements to the Leased Premises shall
become the property of the Landlord immediately upon construction thereof and
shall thereafter form part of the Leased Premises.
7.2 SIGNS
The Tenant shall have the right to erect at the front, side and rear of the
Building and on the Building at its cost and expense such number and types of
signs as it considers appropriate; provided that:
(a) all such signs shall be erected and maintained at all times during
the Term in accordance with all restrictive covenants pertaining
to the Lands and all laws, by-laws and regulations of governmental
authorities having jurisdiction;
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(b) the Tenant shall remove all such signs at the expiry of the Term;
and
(c) the Tenant shall in the erection; maintenance and removal of such
signs whether during the Term or thereafter, cause no damage to
the leased premises or shall make good any damage which shall be
occasioned thereby.
ARTICLE 8
MUTUAL COVENANTS OF THE LANDLORD AND THE TENANT
The Landlord and the Tenant covenant and agree with each other that:
8.1 DAMAGE TO OR DESTRUCTION OF LEASED PREMISES
(1) In case the Building is destroyed or so damaged as to be unfit for the
purposes of the Tenant by fire or any other peril against which the Tenant is
obligated to insure under this lease, and has so insured and either
(I) is not capable of repair or restoration with reasonable diligence
within 180 days after the date of such destruction or damage
occurring, or
(II) such destruction or damage occurs (a) during the last 12 months of
the original 5 year 3 month period, or (b) during any period of
overholding pursuant to section 8.8 of the Term or of the renewal
period,
then at the option of either the Landlord or the Tenant exercisable within 30
days after the date of such destruction or damage occurring the Term shall
terminate, the Tenant shall release to the Landlord its interest in all
insurance moneys payable as a result of such destruction or damage, and the then
current rent shall be apportioned according to the time of such destruction or
damage.
(2) If the Building shall be only partially destroyed or damaged by fire or
any other peril described in subsection (1) and shall be capable of repair or
restoration with reasonable diligence within 180 days after the date of such
destruction or damage occurring or if neither the Landlord nor the Tenant shall
elect to terminate the Term pursuant to and in accordance with the provisions of
subsection (1), then the Landlord shall proceed forthwith to repair or rebuild
the Building to the same standard of construction and size as the Building was
immediately prior to the destruction or damage, at the expense of the Landlord,
but only up to and not beyond the extent of insurance proceeds received by it
and any other amounts contributed by the Tenant or the Landlord toward the cost
of repair or rebuilding. The Tenant shall release to the Landlord its interest
in all insurance moneys payable as a result of such destruction or damage to
permit the Landlord to proceed with such repairs or rebuilding. The Landlord
shall cause each mortgagee and any other person having an interest in such
proceeds to release them to the Landlord,
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failing which the Landlord shall contribute an amount equal to the amounts
retained by the mortgagees and such other persons toward the cost of repair or
rebuilding.
(3) Notwithstanding anything contained in this lease, in the event of partial
or complete destruction of or damage to the Building during the Term, the rent
reserved by this lease and all other amounts which may be payable under or
pursuant to this lease shall continue to be due and payable during the Term by
the Tenant without abatement in the amounts and at the places and times provided
for in or contemplated by this lease. The proceeds of rental insurance
maintained pursuant to section 5.4 shall be applied in reduction of such
obligation.
8.2 EVENTS OF DEFAULT AND REMEDIES OF THE LANDLORD
If during the Term (regardless of any pending bankruptcy, reorganization,
receivership, insolvency or other proceeding before a Court or other tribunal,
which has prevented or might prevent compliance with the terms of this lease):
(A) the Tenant shall fail to pay any rent or other sum herein
specified to be paid by the Tenant and such failure shall continue
for five days after the due date for payment thereof and after
written notice is provided to the Tenant, as provided herein;
(B) the Tenant shall fail to observe, perform or keep any of its
covenants, agreements or obligations hereunder and such failure
shall not be cured within 15 days after the Landlord shall have
given to the Tenant written notice specifying such failure or
within such longer period as is reasonably required to permit the
Tenant to cure such failure with the exercise of due diligence; or
(C) the Term or any of the fixtures, goods and chattels of the Tenant
on the leased premises shall be at any time seized or taken in
execution or attachment pursuant to judicial process or by any
creditor of the Tenant and the Tenant shall not have obtained the
release of the same within 30 days after such seizure or taking;
or
(D) the Tenant shall make any assignment for the benefit of creditors
or become bankrupt or insolvent or shall take the benefit of any
act now or hereafter in force for bankrupt or insolvent debtors or
if a receiver or receiver and manager shall be appointed in
respect of all or any part of the Tenant's assets and undertaking;
or
(E) any proceedings shall be taken by the Tenant or any of its
shareholders in connection with the liquidation or dissolution of
the Tenant; or
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(F) the leased premises, or any part thereof, shall, without the
written consent of the Landlord, be used by any persons other than
such as are entitled to use them under the terms of this lease; or
(G) the leased premises shall, without the prior written consent of
the Landlord, be left vacant for more than 15 days or such shorter
period as may result in any policy of insurance maintained
pursuant to article 5 becoming void or otherwise affected in
accordance with the terms thereof (other than by reason of
destruction or partial destruction as referred to in section 8.1)
or be abandoned by the Tenant;
then and in every such case,
(I) the then current month's rent and the next ensuing 3 months' rent
and all taxes, rates, duties, levies and other charges (including,
without limitation, goods and services tax) to be paid by the
Tenant or the accrued portion thereof shall immediately become due
and payable and such accelerated rent and taxes, rates, duties,
levies and other charges shall be recoverable by the Landlord in
the same manner as the rent hereby reserved and the Landlord may,
at its option, re-enter the leased premises or any part thereof in
the name of the whole and resume actual possession thereof and
thereafter shall have, possess and enjoy the leased premises as if
this lease had not been made whereupon the Term shall thereby
become forfeited and determined; or
(II) the Landlord may, at its option, as agent of the Tenant enter into
or upon and relet the leased premises or any part or parts thereof
for the whole or any part or parts of the then unexpired Term. The
Landlord may, in so reletting the same, make changes, alterations
and modifications in and to the leased premises or any part or
parts thereof and may receive and collect all rent payable by
reason of such reletting, The Tenant shall remain liable to pay
the rent herein reserved in the manner provided for in this lease
and the Landlord shall credit the Tenant with the excess over the
rent herein reserved due or accruing due in such period of the net
rent for such period realized by the Landlord by reason of such
reletting. For the purposes of this section the net rent realized
by the Landlord shall mean the net proceeds of such reletting
after deducting all costs, charges and expenses of every nature
and description incurred by the Landlord in so entering into or
upon the leased premises and reletting the same, including without
limitation, cost of changing, altering, or modifying the leased
premises, or any part or parts thereof and real estate agents
commissions and legal fees.
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8.3 RIGHT OF ACTION
The Landlord may in addition to the foregoing remedies and regardless of whether
it does or does not re-enter the leased premises or terminate this lease, xxx
for rent and/or damages and enforce any alleged breach of any covenant or
condition of this lease.
8.4 EFFECT OF WAIVER OR FORBEARANCE
No waiver by the Landlord or the Tenant of any breach by the other party of any
of its covenants, agreements or obligations in this lease shall be or be deemed
to be a waiver of any subsequent breach thereof or of the breach of any other
covenant, agreement or obligation nor shall any forbearance by the Landlord or
the Tenant to seek a remedy for any breach by the other party be or be deemed to
be a waiver by the party so forbearing of its rights and remedies with respect
to such breach or any subsequent breach.
8.5 WAIVER OF EXEMPTIONS
Notwithstanding anything contained in any present or future legislation relating
to or governing the relationships between landlords and tenants ("applicable
legislation"), none of the fixtures, goods or chattels of the Tenant at any time
during the continuance of the Term on the leased premises shall be exempt from
levy by distress for rent in arrears, and upon 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 applicable legislation; the Tenant waiving, as it hereby does, all
and every benefit that would or might have accrued to it under and by virtue of
any applicable legislation but for this covenant.
8.6 LANDLORD OR TENANT MAY PERFORM OTHER'S COVENANTS
(1) If the Tenant shall fail to perform any of its covenants, agreements or
obligations under or in respect of this lease (including, without limitation,
the obligation to make from time to time the payments to be made by it
hereunder), the Landlord may, in addition to and not in lieu of or in
substitution for any other rights that it may have hereunder this lease by
reason of such failure, perform or cause to be performed any of such covenants,
agreements or obligations or any part thereof and for such purpose may do such
things as may be necessary or desirable to perform the same or cause the same to
be performed, which shall, without limitation, include entering upon the leased
premises (forcibly or otherwise) and doing such acts and things upon or in
respect of the leased premises or any part or parts thereof as the Landlord may
consider necessary or desirable; and all expenses incurred and expenditures made
by or on behalf of the Landlord hereunder together with interest thereon at the
agreed rate from the date of payment by the Landlord shall be charged to and
paid by the Tenant as additional rent.
(2) If the Landlord shall, fail to perform any of its covenants, agreements
or obligations under or m respect of this lease (including, without limitation,
the obligation to make from time to time the payments to be made by it
hereunder), the Tenant may, in addition to and not in lieu of or in substitution
for any other rights that it may have hereunder this
20
lease by reason of such failure, perform or cause to be performed any of such
covenants, agreements or obligations or any part thereof and for such purpose
may do such things as may be necessary or desirable to perform the same or cause
the same to be performed, and all expenses incurred and expenditures made by or
on behalf of the Landlord hereunder together with interest thereon at the agreed
rate from the date of payment by the Tenant shall be charged to and paid by the
Landlord. If the Landlord fails to make any such payment, the Tenant may deduct
the amount thereof from instalments of basic rent falling due after the date of
payment by the Tenant.
8.7 SALE OR MORTGAGE OF LEASED PREMISES
(1) In the event of any sale by the Landlord of the leased premises at any
time during the Term, the Tenant shall execute and deliver on the closing of
such sale such acknowledgments of the validity and subsistence of this lease and
the condition of the leased premises as the Landlord may reasonably require,
without charge to the Landlord.
(2) This lease shall be postponed to and shall be subject and subordinate. to
any present or future mortgage and to any extension, renewal, modification,
consolidation or replacement of any such mortgage. The Tenant shall attorn to
and become tenant of the mortgagee under any such mortgage. The Tenant shall
give such further assurances of the postponement, subordination and attornment
provided for in this section and such acknowledgments of the validity and
subsistence of this lease and the condition of the leased premises as the
Landlord or any such mortgagee may from time to time reasonably require, without
charge to the Landlord. Provided, however, such postponement, subordination and
attornment shall be upon the express condition that the validity of this lease
and its terms shall be recognized by the mortgagee, and that, notwithstanding
any default by the mortgagor with respect to such mortgage or any foreclosure
thereof, the Tenant's possession and right of use under this lease in and to the
leased premises shall not be disturbed by such mortgagee unless and until the
Tenant shall breach any of the provisions hereof and this lease or the Tenant's
right to possession hereunder shall have been terminated in accordance with the
provisions of this lease.
8.8 OVERHOLDING
If at the expiration of the original period of years and any renewal period for
which the leased premises are demised and leased by article 2, the Tenant shall
continue to occupy the leased premises with the express or implied consent of
the Landlord for any reason without further written agreement, the tenancy of
the Tenant thereafter shall be from month to month only at a monthly basic rent
equal to 150% of the basic rent paid during the then last-preceding year of the
Term and otherwise on the terms and conditions of this lease, except as to
length of tenancy.
8.9 NOTICE OF LEASE
Upon the request of either the Landlord or the Tenant, the other party shall
join in the execution of a notice of this lease for the purpose of registration
against the title to the
21
Lands. Except to the extent required by law, this indenture, as such, shall not
be registered against the title to the Lands or be included as part of any such
notice of lease, without the prior written consent of the Landlord. The Tenant
shall pay and satisfy the Landlord's costs in so doing.
8.10 COVENANT AS TO REASONABLE ACTION
Each of the Landlord and the Tenant shall at all times act reasonably and
without undue delay in performing its obligations and exercising its rights
under this lease.
8.11 NO WAIVER OF CERTAIN RIGHTS
Subject to the provisions of this lease, the Tenant does not contract out of or
waive or relinquish any of the provisions of the Commercial Tenancies Act
(Ontario) as it may be amended from time to time or any existing or future
statute relating to the relationship between landlords and tenants.
ARTICLE 9
GENERAL
The Landlord and the Tenant covenant and agree with each other, as follows:
9.1 NOTICES
All notices and other communications under this lease shall be deemed to have
been duly given if delivered or mailed first class postage prepaid, by
registered or certified mail, or transmitted by telecopier or other means of
electronic communication which provides a printed copy, as follows:
if to the Landlord:
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xx. X. X. XxXxxxxxx, Vice-President
Telecopier No.: (000) 000-0000
if to the Tenant, at the Leased premises or at such other address or to such
other person as the party to whom notice is to be given may hereafter have
designated by notice given in the manner provided in this section and
(A) if delivered or transmitted by telecopier or other means of
electronic communication to the address or number and addressed as
aforesaid, shall be deemed to have been given at the time of
delivery, if prior to 4 p.m. on a business day, and in any other
case on the first business day next following, and
22
(B) if mailed and addressed as aforesaid, shall be deemed to have been
given on the third business day following the mailing thereof.
9.2 The Landlord will at the Landlord's cost perform the following work in
the leased premises referred to in Schedule "B" annexed hereto:
9.3 The Tenant shall, within five (5) days after written request from the
Landlord execute and deliver to the Landlord, or to any actual or proposed
lender, purchaser or assignee of the requesting party, a statement or
certificate in such form as requested by the requesting party stating (if such
is the case, or stating the manner in which such may not be the case): (i) that
this Lease is unmodified and in full force and effect; (II) the dates of
commencement and expiry of the Term and the dates to which Basic Rent and any
other Rent, including any prepaid rent, have been paid; (III) whether or not the
lease is in good standing or there is any existing default by either party under
this Lease and, if so, specifying such default; and (IV) that there are no
defences, counter claims or rights of set-off in respect of the obligations
hereunder of the party giving such statement or certificate.
9.4 If the Tenant fails to execute any certificate, agreement, instrument, or
other document as required by the foregoing provisions after request by the
Landlord, then the Landlord shall have the right, without limiting any other
rights of Landlord hereunder or at law, to terminate this Lease or to execute
any such certificate, agreement, instrument or document on behalf of the Tenant
and in the Tenant's name, for which purpose the Tenant hereby irrevocably
appoints the Landlord as the Tenant's attorney pursuant to the Substitute
Decisions Act (Ontario).
9.5 SEVERABILITY
If any article or section or part or parts of an article or section in this
lease shall be or become illegal or unenforceable it or they shall be considered
separate and severable from the lease and the remaining provisions of this lease
shall remain in full force and effect and shall be binding upon the parties as
though such article or section or part or parts of an article or section had
never been included in this lease.
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9.6 CUMULATIVE RIGHTS
No right or remedy conferred upon or reserved to any party in this lease is
intended to be inclusive of any other right or remedy herein or by law provided,
but each shall be separate and distinct and in addition to every other right or
remedy given herein or now or hereafter existing at law.
9.7 OBLIGATIONS TO BE COVENANTS AND CONDITIONS
All of the agreements and obligations of any party under this lease shall be
deemed to be covenants given by such party and conditions to be met by such
party under this lease whether or not the same are expressly set out herein as
covenants and conditions.
9.8 PERSONAL REPRESENTATIVES; SUCCESSORS AND ASSIGNS
All rights, advantages, privileges, immunities, powers and things hereby secured
to any of the parties shall be secured to and exercisable by their respective
personal representatives, successors and permitted assigns, as the case may be,
and all covenants, liabilities and obligations entered into or imposed hereunder
upon any of the parties shall be equally binding upon their respective personal
representatives, successors and assigns, as the case may be. In case of
assignment or devolution of this lease to more than one person, firm or
corporation either as Landlord or Tenant, the obligations of such successor
Landlords and/or Tenants hereunder shall be joint and several.
IN WITNESS WHEREOF the Landlord and the Tenant have executed this
Indenture.
XXXXXX X. XXXXXXXXX LTD. INTELLIPHARMACEUTICS CORP.
Per: /s/ X. X. XxXxxxxxx Per: /s/ Xx. Xxxxx Xxxxx
----------------------------- -----------------------------
X. X. XxXxxxxxx Xx. Xxxxx Xxxxx
President President
Per: /s/ X.X. XxXxxxxxx
-----------------------------
X. X. XxXxxxxxx
Vice-President
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SCHEDULE "A"
LEGAL DESCRIPTION OF THE LANDS
Part of Lot 24, Con 4. Fronting on the Humber, designated as Part 0, Xxxx 00Xx
00000, Xxxx xx Xxxxxxx
25
SCHEDULE "B"
The Landlord shall commence the following work and complete the same prior to
December 13, 2004, at its expense using good quality materials and in a good and
workmanlike manner:
(I) power wash floors, including in mezzanine area;
(II) repair drywall damage as required by Tenant;
(III) paint and clean both office and plant washrooms to Tenant's colour
selection;
(IV) provide 600 volt, 400 amp. service to electrical panel in current
location;
(V) repair hole in pavement at truck level loading dock and repair
cracks as indicated on the attached schedule in parking area lot;
(VI) install concrete block security wall to underside of windows in
warehouse area (to be completed on or about October 31, 2004);
(VI) remove such walls, carpet and vinyl tiling in the office area as
may be required by the Tenant prior to December 1, 2004. Landlord
to remove such walls within two weeks of request by Tenant. The
area under the concrete mezzanine shall continue to be used as
office area, reception, kitchen and washrooms only. Existing
ceramic tiled washrooms will not be removed.
The Landlord shall complete and construct, as soon as reasonable possible new
driveway access and four parking spots to building, in a location agreed upon by
Landlord and Tenant, subject to construction time, and obtaining municipal
by-laws and approvals and as per the attached diagram, if acceptable to the
municipality;
[Diagram]
