Exhibit 10.6
L E A S E
between
MIDLAND HOLDING CO., INC.,
Landlord,
and
XXXXX BROS. ELECTRONICS, INC.,
Tenant.
Building "M-2"
Dated: June 29, 2001
TABLE OF ARTICLES
DEMISED PREMISES
1. Demised Premises
COMMON AREAS
2. Common Areas
TERM
3. Term
4. End of Term
5. Holding Over
RENT, TAXES AND SECURITY DEPOSIT
6. Rent
7. Real Estate Taxes
8. Security Deposit
USE AND OCCUPANCY
9. Use
10. Signs
11. Requirements of Law
12. Compliance with Environmental Laws
13. Quiet Enjoyment
MAINTENANCE, REPAIRS AND SERVICES
14. Maintenance and Repairs
15. Utilities and Services
16. Security
ALTERATIONS AND FIXTURES
17. Alterations and Fixtures
18. Burglar Alarms
19. Mechanics' and Other Liens
INSURANCE AND NONLIABILITY
20. Tenant's Insurance
21. Landlord's Insurance
22. Inability to Obtain Insurance
23. Indemnity
24. Nonliability of Landlord
25. Exculpation
DAMAGE OR DESTRUCTION
26. Damage or Destruction
EMINENT DOMAIN
27. Eminent Domain
LANDLORD'S ACCESS
28. Landlord's Access
ASSIGNMENT, SUBLETTING AND MORTGAGES
29. Assignment and Subletting
30. Subordination
31. Estoppel Certificates
32. Modifications Required by Mortgagees
DEFAULT
33. Default by Tenant
34. Default by Landlord
35. Remedies Not Exclusive
36. Landlord's Security Interest
MISCELLANEOUS
37. Broker
38. Notices
39. Landlord's Consent and Approval
40. Force Majeure
41. Waivers
42. Tenant's Corporate Authority
43. Choice of Law
44. Waiver of Trial by Jury
45. Invalidity of Certain Provisions
46. Attorneys' Fees
47. Binding Effect
48. Definition of "Landlord"
49. Sole and Entire Agreement
50. Amendment and Modification
51. Captions
52. Counterparts
53. Recordation
54. No Offer
L E A S E
THIS LEASE is made this 29th day of June, 2001, by and between MIDLAND
HOLDING CO., INC., a New Jersey corporation, having an office at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxx 00000, hereinafter referred to as
"Landlord" and XXXXX BROS. ELECTRONICS, INC., having an office at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxxxxxx "X-0", Xxxxxx Xxxxx, Xxx Xxxxxx 00000, hereinafter
referred to as "Tenant".
W I T N E S S E T H:
WHEREAS, Tenant has been in possession of the demised premises
described in this lease since September 1, 1990, pursuant to a Lease
dated July 15, 1990, as modified and extended by Agreements dated
February 11, 1992, January 8, 1997, November 18, 1997 and March 20,
1998 (collectively, the "Old Lease"); and
WHEREAS, the term of the Old Lease expires June 30, 2001; and
WHEREAS, tenant desires to continue its occupancy for another five (5)
years:
NOW THEREFORE, in consideration of the money to be paid hereunder by
Tenant and the mutual promises and representations contained herein, Landlord
agrees to continue to lease to Tenant and Tenant hereby agrees to continue to
lease from Landlord the demised premises described in this Lease, on the terms
and conditions hereinafter set forth.
1. DEMISED PREMISES.
A. The parties agree that this is a lease of approximately 17,055 square
feet in a building commonly known as Building "M-2", (the "Demised
Premises"), presently existing at 000 Xxxxx Xxxxxxx Xxxxxx, in an area
commonly known as Zuckerberg's Industrial Park (the "Industrial Park"),
in the Township of Saddle Brook, County of Bergen and State of New
Jersey, and further described as a portion of Block 1202, Lot 30, of
the municipal tax assessment map.
B. Tenant continues to accept the Demised Premises as suitable for the
purposes for which the Demised Premises were first leased on July 15,
1990, and further acknowledges that, except as expressly set forth in
this Lease, no representations as to the condition of the Demised
Premises nor promises to repair, alter, remodel or improve the Demised
Premises have been made by Landlord.
C. Notwithstanding the continued acceptance by Tenant of the Demised
Premises "as is," Landlord shall install new office windows and
entrance door with sidelight at its sole cost and expense.
2. COMMON AREAS.
A. In addition to the Demised Premises, Landlord grants Tenant, its
agents, employees and invitees, and in common with other tenants of the
Industrial Park, their agents, employees and invitees, the right to
use the parking areas and roadways in and at the Industrial Park
throughout the term of this Lease. Tenant agrees that the Common Areas
described in this provision shall be subject to the exclusive control
and management of Landlord and Landlord shall have the right to
establish, modify and enforce reasonable rules and regulations with
respect to such common areas, by which rules and regulations Tenant
hereby agrees to abide, provided that said rules do not unreasonably
interfere with Tenant's use of the Demised Premises.
B. Tenant's occupancy of the Demised Premises shall include the use of
not more than thirty-six (36) parking spaces adjacent to and near the
Demised Premises. However, there shall be no overnight parking of any
other vehicles without the Landlord's prior, written consent. Vehicles
parked overnight without the Landlord's consent shall be towed and
stored at the owner's expense.
C. Tenant shall use all Common Areas in a reasonable, orderly and
sanitary manner and shall use its best efforts to secure compliance
under this provision from its agents, employees and invitees. In
addition, Tenant shall conduct itself and will cause its agents,
employees and invitees to conduct themselves with full regard for the
rights, convenience and welfare of all other tenants of the Industrial
Park, their agents, employees and invitees
D. Landlord shall have the right to close all or any part of the Common
Areas described herein for such time as may be necessary to prevent the
dedication thereof or the accrual of any rights in any person or entity,
to clean and repair such Common Areas, or to do anything else which in
the sole discretion of Landlord seems reasonable and necessary to
further or protect the best interests of Landlord, Tenant, and all
other persons or entities who are entitled to use such Common Areas.
E. Landlord may, in its sole discretion, make such changes,
modifications or additions to the Common Areas, including without
limitation, the parking areas, as it deems reasonable and necessary,
provided that said changes, modifications or additions do not
unreasonably interfere with Tenant's use of the Demised Premises.
3. TERM.
A. Landlord and Tenant agree that the term of this Lease shall be for
five (5) years commencing on July 1, 2001, and ending on June 30, 2006.
B. Provided that Tenant is not in default in the performance of any of
the terms, conditions and covenants of this Lease, Tenant shall have
the option to negotiate a new lease for the Demised Premises. Such
option shall be exercisable by Tenant giving Landlord written notice of
its intent at least six (6) months prior to the expiration of the
initial term of this Lease. Tenant's failure to exercise its option to
negotiate within said six (6) month period shall constitute a waiver of
said option.
4. END OF TERM. Upon expiration or other termination of the term of this
Lease, Tenant shall peaceably and quietly quit and surrender the
Demised Premises in good order and in the same condition as existed on
or about February 11, 1992, reasonable wear and tear excepted.
5. HOLDING OVER. If Tenant holds over or continues in possession of the
Demised Premises for any reason after the expiration of the term of
this Lease, Tenant agrees that the Tenant shall be deemed to be
occupying the Demised Premises at sufferance whereupon Landlord in
addition to all other remedies available to it under this Lease and at
law and equity shall be entitled to receive as liquidated damages, and
not as a penalty, an amount equal to two (2) times the annual rent as
applied to such period. In addition to any other liabilities to
Landlord accruing from Tenant's failure to surrender the Demised
Premises, Tenant shall indemnify and hold Landlord harmless from loss
and liability resulting from such failure, including without limitation
any claims made by any succeeding tenant founded upon such failure.
6. RENT.
A. Tenant agrees to pay Landlord the fixed rent of Ninety-eight
Thousand, Four Hundred Dollars ($98,400.00) per annum in monthly
installments of Eight Thousand, Two Hundred Dollars ($8,200.00), each
in advance, on the first day of each month during the term of this
Lease.
B. Rental shall be paid by Tenant to Landlord at the address set forth
above (or to such other party and address as Landlord may designate by
notice to Tenant) without demand, counterclaim, offset or deduction.
C. All payments made by Tenant on account of this Lease shall be
subject to collection. Tenant agrees to pay to Landlord as additional
rent a service charge of One Hundred ($100.00) Dollars for any check of
Tenant or other entity paying rent on behalf of Tenant which is
dishonored. In addition, Tenant agrees that if any such check shall be
dishonored, Landlord shall have the right to demand that all future
Payments by Tenant be made in the form of certified or cashier's checks.
D. In addition to the rental provided for in this Lease, all taxes
(e.g., excise, sales or use) other than income taxes, which may be
levied upon the rent provided for under this Lease shall be paid by
Tenant to Landlord and Landlord shall transmit such tax payments to the
proper authorities.
E. Tenant shall also pay its proportionate share of the costs and
expenses incurred by Landlord in snow and ice removal. Said
proportionate share for the Demised Premises is three and eight-tenths
percent (3.8%). Payment for said proportionate share shall be due
within ten (10) days of presentation of a Statement from Landlord.
Payment(s) due
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from Tenant for its proportionate share of the costs and expenses
incurred by Landlord in snow and ice removal shall be considered
additional rent.
F. Tenant shall pay Landlord, if required by Landlord, a Late Charge of
five (5%) percent of any installment of rent due hereunder which is made
more than ten (10) days after the due date thereof in compensation for
the added expense of handling delinquent payments. An additional Late
Charge shall be assessed for each month a payment remains delinquent.
7. REAL ESTATE TAXES. Landlord and Tenant agree that the Base Tax for the
Demised Premises is Seven Thousand, Three Hundred Seventy-three Dollars
($7,373 00). Said Base Tax shall be paid in equal monthly installments
of Six Hundred Fourteen and 42/100 Dollars ($614.42) throughout the term
of this Lease. In addition to said Base Tax installment payments, Tenant
shall be obligated to pay Landlord the percentage increase in the tax
assessment for Block 1202, Lot 30, based on the 2000 assessment. Bills
for said percentage increase will be presented to Tenant on or about the
first day of July of each year and payment is to be made to Landlord
within ten (10) days after presentation of said xxxx. Payments of said
Base Tax and percentage increase shall be considered additional rent.
Should the Township of Saddle Brook have a tax reevaluation of the
municipality, this paragraph would be adjusted accordingly.
8. SECURITY DEPOSIT.
A. Tenant has previously deposited with Landlord the sum of Twenty-two
Thousand, Two Hundred Dollars ($22 200 00). Upon execution of this
Lease, Tenant has deposited with Landlord the additional sum of Two
Thousand, Four Hundred Dollars ($2,400.00). Accordingly, Tenant has
deposited with Landlord the total sum of Twenty-four Thousand, Six
Hundred Dollars ($24,600.00), the equivalent of three months' rent, as
security for the full and faithful, performance by Tenant of all the
terms, covenants and conditions of this Lease upon Tenant's part to be
performed.
B. The security deposit, or any balance thereof, shall be returned to
Tenant, without interest, after the expiration of the term of this Lease
provided Tenant has fully and faithfully carried out all of the terms,
covenants and conditions on the Tenant's part to be performed under this
Lease.
C. Landlord shall have the right to apply all or any part of the
security deposit to cure any default by Tenant and, if Landlord does so,
Tenant upon demand shall deposit with Landlord the amount so applied so
that Landlord shall have the full security deposit on hand at all times
during the term of this Lease.
D. Landlord shall expressly have the right to use, apply or retain the
whole or any part of the security deposit to offset any damages or
deficiency in the reletting of the Demised Premises, whether such damage
or deficiency may accrue before or after termination, summary
proceedings or other re-entry by Landlord.
E. In the event of a sale or lease of the Industrial Park, subject to
this Lease, Landlord shall have the right to transfer the security to
the vendee or lessee and the Landlord shall be considered released by
Tenant from all liability for the return of such security in which case
Tenant shall look to the new landlord solely for the return of the
security, and it is agreed that this shall apply to every transfer or
assignment made of the security to a new landlord.
F. The security deposited under this Lease shall not be mortgaged,
assigned or encumbered by Tenant without the prior written consent of
Landlord, and any attempt to do so shall be void.
9. USE.
A. Tenant shall continue to use and occupy the Demised Premises for:
corporate and sales offices; warehousing; repair and light manufacture
of electronic equipment; and for no other use or purpose. The parties
acknowledge that retail sales are prohibited.
B. Tenant represents and warrants to Landlord that its business
operations are assigned the Standard Industrial Classification number
"3663" in the most recent edition (1987) of the Standard Industrial
Classification Manual
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published by the Executive Office of the President, Office of Management
and Budget, Washington, D.C. This representation and warranty shall
expressly survive the expiration or termination of the Lease.
C. Tenant shall be responsible for obtaining, at its sole cost and
expense, any and all governmental approvals which may be required for
the use and occupancy of the Demised Premises. In addition, if any other
governmental license or permit shall be required for the proper or
lawful conduct of any business or other acts to be carried on in the
Demised Premises and if the failure to secure such license or permit
would, in any way, affect Landlord, Tenant shall procure and '
thereafter maintain such license or permit, submit the same for
inspection by Landlord, and comply with the terms and conditions of
such license or permit.
D. Tenant shall not use or permit the use of the Demised Premises in any
manner or for any purpose, or do, bring or keep anything or permit
anything to be done, brought or kept therein, including without
limitation the installation or operation of any electrical, electronic
or other equipment, which would: (i) violate any provision of this Lease
or is unlawful or in contravention of the Certificate of Occupancy for
the Demised Premises; (ii) make void or voidable any insurance then in
force with respect to the Demised Premises; (iii) result in waste or
cause damage to the Demised Premises or the fixtures or equipment
thereof; (iv) constitute a public or private nuisance; or (v) interfere
with rights of other tenants of the Industrial Park.
E. Tenant shall not use or occupy, or permit or suffer the Demised
Premises, or any part thereof, to be used or occupied: (i) for any
purpose deemed by Landlord as disreputable, not in keeping with the
first-class nature of the Industrial Park or extra hazardous; or (ii)
for any unlawful purpose or in any way in violation of any present or
future governmental laws, ordinances, requirements, order, directive,
rules or regulations.
10. SIGNS. Tenant shall not place any signs in, on or about the Demised
Premises without the prior written consent of Landlord which shall not
unreasonably be withheld or delayed. Notwithstanding anything herein to
the contrary, the size, type, design, placement, content, method of
installation and location shall be in Landlord's sole and absolute
discretion. If Landlord shall deem it necessary to remove any signs in
order to paint or make any repairs or alterations, Landlord may do so
and same shall be replaced by Tenant.
11. REQUIREMENTS OF LAW. During the term of this Lease, Tenant shall at its
own cost and expense promptly observe and comply with all present and
future laws, ordinances, requirements, orders, directives, rules and
regulations of the federal, state, county and local governments and of
all other governmental authorities and Tenant shall pay all costs,
expenses, liabilities, losses, damages, fines, penalties, claims and
demands, including Landlord's attorney's fees, that may in any manner
arise out of or be imposed because of the failure of Tenant to comply
with the covenants of this Section.
12. COMPLIANCE WITH ENVIRONMENTAL LAWS.
A. Tenant shall be solely responsible for and shall pay all costs
related to compliance with environmental laws applicable to Tenant's use
and occupancy of and operations at the Demised Premises, including but
not limited to compliance with the following enactments, all regulations
issued pursuant to such enactments, and all legislation amending or
succeeding such enactments: (i) The Industrial Site Recovery Act (f/k/a)
the Environmental Cleanup Responsibility Act, N.J.S.A. 13:1K-6 et seq.;
(ii) The New Jersey Spill Compensation and Control Act, N.J.S.A.
58:10-23.11 et seq.; (iii) the Worker and Community Right to Know Act,
N.J.S.A. 34:5A-1 et seq.; (iv) The New Jersey Hazardous Substance
Discharge Reports and Notices Act, N.J.S.A. 13:1K-15 et seq.; (v) the
Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C.A. 9601 et seq.; and (vi) the Resource Conservation and
Recovery Act, 42 U.S.C.A. 6901 et seq. Tenant's obligations under this
provision shall apply prior to the commencement of operations by Tenant,
during operations by Tenant, and upon any closing, termination or
transfer of operations, whether triggered by Tenant or Landlord, except
that nothing contained herein shall require Tenant to be responsible for
any environmental clean-up at the Demised Premises or the Industrial
Park unless such clean-up was made necessary by Tenant's use or
occupancy of the Demised Premises.
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B. Notwithstanding anything to the contrary in the preceding paragraph,
Tenant shall promptly deliver to Landlord true and compete copies of all
documents, submissions, letters, samples and test results which Tenant
shall be required to send to or shall receive from any environmental
office or agency, whether private or governmental. In addition, Tenant
shall notify Landlord at least ten (10) days in advance of any meetings
scheduled between Tenant or its representatives and any such
environmental office or agency.
13. QUIET ENJOYMENT. Landlord agrees that Tenant, upon paying the rent and
observing and keeping the covenants, agreements and conditions of this
Lease on its part to be kept, shall and may peaceably and quietly hold
occupy and enjoy the Demised Premises during the term of this Lease.
14. MAINTENANCE AND REPAIRS.
A. Except as provided in the following paragraph, Landlord shall not be
required to furnish any services or facilities or to maintain or to make
any repairs or alterations in or to the Demised Premises, Tenant hereby
accepting the Demised Premises "as is" and assuming the fuI1
responsibility for the condition, operation, repair, replacement,
maintenance and management of the entire Demised Premises. Without
limiting the foregoing sentence, Tenant expressly agrees to keep the
exterior doors and the interior of the Demised Premises, including,
without limitation the plumbing, heating, air conditioning, wiring,
windows and sprinklers, in as good order and repair as they are on the
date Tenant obtains possession, reasonable wear and tear and damage
caused by Landlord excepted. Tenant shall also keep the Demised Premises
and the area adjacent thereto, including any landscaped area, in a clean
and sanitary condition and free from litter, debris, trash and other
objectionable matter.
B. Landlord shall be solely responsible for the maintenance and repair
of the structural supports and exterior of the Demised Premises,
including the roof, the foundation, the exterior side of the exterior
walls, gutters, downspouts, and all utility and sewer line connections
and parking areas, except for any maintenance or repairs occasioned by
the acts or omissions of Tenant or its employees, agents or invitees.
C. Tenant shall keep its entrances and loading docks reasonably free
from accumulated snow and ice. Tenant shall also maintain the landscaped
area in front of the Demised Premises, as same may be improved from time
to time.
D. All repairs by Tenant shall be of such quality and class as shall be
at least equal to the quality and class of the original work and
materials. In the event Tenant fails to make any repairs or to maintain
the Demised Premises as required hereunder, Landlord shall have the
right to have such work performed by persons or entities selected by
Landlord for the account of Tenant and Tenant shall pay for all required
work and materials upon written demand of Landlord.
E. Notwithstanding any maintenance or repair responsibility of Landlord,
Tenant agrees that Landlord shall not be liable for any damage to the
Demised Premises or injury caused by Tenant, its employees, agents and
invitees, or for any damage or injury by wind, water, snow, ice or other
elements which may be sustained by Tenant or any other person or entity.
15. UTILITIES AND SERVICES.
A. Tenant shall pay for all utilities and services, including without
limitation gas, water, sewerage, electricity and garbage removal,
furnished to the Demised Premises as and when due.
B. Landlord shall not be liable to Tenant in any way for any
interruption, delay, failure or defect in the supply or character of
any utility or service furnished to the Demised Premises.
16. SECURITY. Tenant acknowledges that Landlord shall not be responsible for
the provision of any security services at the Industrial Park and that
Tenant and the other tenants of the Industrial Park are solely
responsible for their own security.
17. ALTERATIONS AND FIXTURES.
A. Tenant shall not make any alterations, improvements or additions
(collectively, "Alterations") to the Demised Premises without Landlord's
prior written consent. Any request for Alterations shall be made in
writing and shall
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include detailed plans and specifications together with the names and
addresses of the proposed contractors and subcontractors. All approved
Alterations shall be made at Tenant's sole cost and expense and Tenant shall
be responsible for obtaining all necessary permits at its sole cost and
expense.
B. All Alterations made by Tenant shall become the property of Landlord at
the termination of this Lease. However, if Landlord so elects, Tenant shall
remove any Alterations, and any other property placed in or about the
Demised Premises by Tenant and repair at its sole cost and expense any
damage caused by such removal.
C. Tenant shall have the right at all times to install furniture and
fixtures, provided that Tenant complies with all applicable governmental
laws, ordinances and regulations. Tenant shall have the right to remove its
furniture and fixtures at the expiration of the term of this Lease, provided
Tenant is not in default at that time and the fixtures can be removed
without structural damage to the Demised Premises and Industrial Park. Prior
to the expiration of the term of this Lease, Tenant shall repair at its sole
cost and expense, any damage caused by the removal of any fixtures. Any
furniture or fixtures that have not been removed by Tenant at the end of the
term of this Lease or upon quitting, vacating or abandonment of the Demised
Premises by Tenant or upon Tenant's eviction, shall be considered abandoned
and Landlord shall have the right without notice to Tenant to sell or
otherwise dispose of same, at the expense of Tenant, and Landlord shall not
be accountable to Tenant for any part of the proceeds of such sale, if any.
18. BURGLAR ALARMS. Notwithstanding anything herein to the contrary, Tenant may
at its own cost and expense, and in accordance with applicable rules and
regulations, install a burglar alarm system in the Demised Premises. Upon
installation, such system shall become a permanent fixture and may not
thereafter be removed from the Demised Premises, unless the removal is
required by Landlord. Any damage caused to the Demised Premises by the
installation or removal thereof shall promptly be repaired at Tenant's sole
cost and expense. The maintenance of such system shall be Tenant's sole
responsibility.
19. MECHANICS' AND OTHER LIENS.
A. Tenant shall not permit any mechanics' lien or any other form of lien to
be placed upon the Demised Premises, the Industrial Park or any other fee
interest of Landlord. If Tenant shall cause or be the cause of a mechanics'
lien or other form of lien to be filed against the Demised Premises, the
Industrial Park or any other fee interest of Landlord, Tenant shall promptly
cause the same to be discharged of record by payment, deposit, bond or order
of court or competent jurisdiction or otherwise.
B. If the lien continues for twenty (20) days after written notice from
Landlord to Tenant, Landlord may at its option, pay the lien or any portion
thereof without inquiry as to its validity. Any amounts paid by Landlord to
remove a mechanics' lien or other form of lien caused to be filed against
the Demised Premises, the Industrial Park or any other fee interest of
Landlord by Tenant, including reasonable expenses, shall be due from Tenant
to Landlord as additional rent and shall be repaid to Landlord immediately
on delivery of notice to Tenant, together with interest at the rate of
eighteen (18%) percent per annum from the date of payment by Landlord to be
date of total reimbursement by Tenant. This provision is in addition to the
right of Landlord to terminate this Lease by reason of such default on the
part of Tenant.
C. Nothing contained in this Lease shall be deemed or construed in any way
as constituting consent by Landlord to the making of any alterations or
additions by Tenant for the purposes of N.J.S.A. 2A:44-68 or any amendment
thereof or constituting a request by Landlord, express or implied, to any
contractor, subcontractor, laborer or materialman for the performance of any
labor or the furnishing of any materials for the use or benefit of Landlord.
20. TENANT'S INSURANCE.
A. Tenant shall obtain at its sole cost and expense, and keep in force
throughout the term of this Lease for the benefit of Landlord and Tenant,
comprehensive policy of general liability insurance naming Landlord an
"Additional Insured" in the amount of $1,000,000.00 of the type generally
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known in the insurance industry as comprehensive general liability
combined single limit coverage for bodily injury and property damage.
Such policy shall include a provision that at least thirty (30) days
prior written notice of cancellation must be given to Landlord.
B. Tenant covenants and represents, said representation being
specifically designed to induce Landlord to execute this Lease, that
Tenant's personal property and fixtures and any other items which
Tenant may bring to the Demised Premises or which may be under Tenant's
care, custody or control which may be subject to any claim for damages
or destruction due to Landlord's negligence shall be fully insured by a
policy of insurance covering all risks with no deductible which policy
shall specifically provide for a waiver of subrogation for Landlord and
all Industrial Park tenants without regard to whether or not same shall
cost an additional premium and notwithstanding anything to the contrary
contained in this Lease. Landlord shall not be liable to Tenant for any
loss or damage caused by fire, water or any of the risks enumerated in
standard extended coverage insurance.
C. All policies of insurance required of Tenant under this Lease shall
be acceptable to Landlord and written and signed by solvent and
responsible insurance companies authorized to do business in New Jersey
and rated A+ or better by Best's Insurance Guide of most recent
publication.
D. At or prior to the entry by Tenant into the Demised Premises, Tenant
shall provide Landlord with Certificates of Insurance from Tenant's
insurers evidencing the insurance coverage required of Tenant under this
Lease. In addition, Tenant shall deliver to Landlord renewal policies or
Certificates thereof not later than thirty (30) days prior to the
expiration of any such policy.
E. The policy limits set forth herein shall be subject to periodic
review and Landlord reserves the right to require that Tenant increase
the coverage limits if in the reasonable opinion of Landlord the
coverage becomes inadequate and is less than that commonly maintained by
tenants making similar uses of similar buildings in the area.
21. LANDLORD'S INSURANCE. Landlord shall obtain at its sole cost and
expense, and keep in force throughout the term of this Lease for the
benefit of Landlord exclusively, comprehensive general liability
insurance for the Industrial Park in the amount of $1,000,000.00 of the
type generally known in the insurance industry as comprehensive general
liability combined single limit coverage for bodily injury and property
damage. Landlord shall also obtain at its sole cost and expense, and
keep in force throughout the term of this Lease for the benefit of
Landlord exclusively, casualty insurance on the Demised Premises in an
amount sufficient to prevent Landlord from becoming a co-insurer under
the terms of the applicable policies.
22. INABILITY TO OBTAIN INSURANCE. If for any reason it shall be impossible
to obtain casualty insurance on the Demised Premises in an amount, in
the form, and with insurance companies acceptable to Landlord, then
Landlord may if it so elects at any time thereafter, terminate this
Lease and the term hereof upon giving to Tenant fifteen (15) days'
notice in writing of Landlord's intentions to do so, and upon the giving
of such notice, this Lease and the term hereof shall terminate, except
that nothing contained in this provision shall prevent Tenant from
obtaining and paying for any such fire and other casualty insurance
which is accepted in writing by Landlord as a condition of Tenant's
continued occupancy of the Demised Premises.
23. INDEMNITY. Tenant shall indemnify and hold Landlord harmless, and does
hereby indemnify and agree to hold Landlord harmless, against any and
all claims, demands damages, costs and expenses, including reasonable
attorneys' fees, experts' fees, and litigation expenses, arising from
the conduct or management of Tenant's business at the Demised Premises
or its use of the Demised Premises, or from any breach on the part of
Tenant of any conditions of this Lease, or from any act or negligence of
Tenant, its officers, agents, contractors, employees or invitees, in or
about the Demised Premises. In case of any action or proceeding brought
against Landlord by reason of such claim, Tenant agrees, upon notice
from Landlord, to defend the action or proceeding by counsel acceptable
to Landlord.
24. NONLIABILITY OF LANDLORD.
A. Except for its own negligence, Landlord shall not be
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liable for any damage or injury which may be sustained by Tenant or any
other person as a consequence of the failure, breakage, leakage or
obstruction of the water, plumbing, sewer, waste or soil pipes, roof,
sprinkler systems, drains, leaders, gutters, downspouts, or the like, or
of the electrical, gas, power, sprinkler, air conditioning or heating
systems; or by reason of the elements; or resulting from the
carelessness, negligence or improper conduct on the part of Tenant or
any other tenant or Tenant's or any other tenant's agents, employees,
guests, licensees, invitees, assignees or successors; or attributable to
any interference with, interruption of, or failure beyond the reasonable
control of Landlord, of any services to be furnished or supplied by
Landlord.
B. Landlord shall not be liable for any loss of property from any cause
whatsoever, includin without limitation theft, vandalism or burglary,
and Tenant covenants and agrees to make no claims for any such loss at
any time.
25. EXCULPATION. Tenant shall look solely to the equity of Landlord in the
Industrial Park for the satisfaction of any claims Tenant may have for
Landlord's breach of any of the terms and conditions of this Lease to
be performed by Landlord, and there shall be absolutely no personal
liability on the part of any of Landlord's directors, officers,
shareholders, agents and employees. Such exculpation is absolute and
without any exception whatsoever.
26. DAMAGE OR DESTRUCTION.
A. If the Demised Premises or any part thereof shall be damaged by fire,
flood or other casualty, Tenant shall give Landlord immediate written
notice of the damage and, as far as known to Tenant, the cause of the
damage.
B. If the Demised Premises are totally damaged or rendered wholly
unusable by fire, flood or other casualty, rent shall be proportionately
paid up to the time of the casualty and shall cease until the date when
the Demised Premises shall have been repaired and restored by Landlord,
subject to Landlord's right to terminate this Lease as provided for
below.
C. If the Demised Premises are partially damaged or rendered partially
unusable by fire or other casualty, the Demised Premises shall be
repaired by and at the expense of Landlord, subject to Landlord's right
to terminate this Lease as provided for below, and the rent shall be
equitably adjusted to the extent Tenant is deprived of use until such
repair shall be substantially completed.
D. If the Industrial Park is damaged to such extent that the cost of
restoration, as reasonably estimated by Landlord, will equal or exceed
twenty (20%) percent of the replacement value of the Industrial Park
just prior to the occurrence of the damage, or if the Demised Premises
are rendered wholly unusable, or if Landlord shall decide to demolish
the Demised Premises or not to rebuild the Demised Premises and/or the
Industrial Park regardless of whether or not the Demised Premises are
damaged, or if twenty (20%) percent or more of the Demised Premises are
damaged, then in any of such events, Landlord may elect to terminate
this Lease by written notice to Tenant given within sixty (60) days of
its receipt of Tenant's notice of such fire or casualty, specifying a
date for the expiration of this Lease, which date shall not be less than
sixty (60) days after the giving of such notice by Landlord, and upon
the date specified in Landlord's notice the term of this Lease shall
expire as fully and completely as if such date were the date set forth
above for the termination of this Lease and Tenant shall forthwith quit,
surrender and vacate the Demised Premises without prejudice, however, to
Landlord's rights and remedies against Tenant under the Lease provisions
in effect prior to such termination, and any rent owing shall be paid up
to such date. Unless Landlord shall serve a termination notice as
provided for herein, Landlord shall make the repairs and restorations
pursuant to the above conditions, with all reasonable expedition,
subject to delays due to adjustment of insurance claims, labor troubles,
force majeure and causes beyond Landlord's control; provided, however,
Landlord shall have no obligation to make any repairs to fixtures or
improvements installed by Tenant.
E. Notwithstanding anything herein to the contrary, if the damage or
destruction results from the fault or neglect of Tenant or Tenant's
agents, employees, contractors, invitees or licensees or any other
person in or about the Industrial Park with the express or implied
consent of Tenant, Tenant shall not be entitled to any abatement or
reduction of rent.
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F. Tenant hereby releases and waives all rights of recovery against
Landlord, it agents and employees for damage or destruction to its
Alterations, fixtures, equipment or property arising out of fire or
casualty, whether or not caused by the acts or negligence of Landlord
its agents and employees. Tenant acknowledges that Landlord will not
carry insurance on Tenant's furniture or furnishings or any fixture or
equipment, improvements, Alterations or property of Tenant and agrees
that Landlord will not in any event be obligated to repair any damage
thereto or replace the same.
G. Tenant shall not knowingly do or permit to be done any act or thing
upon the Demised Premises which will invalidate or be in conflict with
casualty insurance policies covering the Industrial Park. Tenant shall,
at its sole cost and expense, comply with all rules, orders, regulations
and requirements of the New Jersey Board of Fire Underwriters or any
other similar body, which may be applicable to Tenant's use and
occupancy of the Demised Premises, and shall not do, or permit anything
to be done, in or about the Industrial Park and/or the Demised Premises,
or bring or keep anything therein, or use the Demised Premises in a
manner which would increase the rate of public liability insurance or
casualty insurance on the Industrial Park.
27. EMINENT DOMAIN.
A. If the whole of the Demised Premises shall be taken for any public or
quasi-public use by any lawful power or authority by exercise of the
right of condemnation or of eminent domain, or by agreement between
Landlord and those having the authority to exercise such right (a
"Taking"), the term of this Lease and all rights of Tenant hereunder
shall cease and expire as of the date of vesting of title as a result of
the Taking, and the rent payable under this Lease shall xxxxx from the
date on which the Taking occurs; any rent paid for a period after such
date shall be refunded to Tenant upon demand.
B. In the event of a Taking of more than a de minimis portion of the
Industrial Park or a Taking resulting in a reduction of more than
fifteen (15%) of the parking spaces required in connection with the
use of the Demised Premises, then in any of such events, Landlord must
terminate this Lease by notice given to Tenant in which even the Lease
shall terminate on the date when title vests pursuant to such Taking. In
the event of a partial Taking which does not effect the termination of
this Lease but does deprive Tenant of use of a portion of the Demised
Premises, the fixed annual rent shall be reduced in the same proportion
that the leasable floor area of the Demised premises so taken bears to
the total leasable floor area originally leased to Tenant, and Landlord
shall restore and adapt the remaining Demised Premises.
C. Landlord shall receive the entire award from any condemnation, free
and clear of any interest of Tenant, except that nothing in this
provision shall prohibit Tenant from having a separate claim against the
condemning authority for the value to Tenant of any unexpired term of
this Lease due to any total or partial condemnation.
28. LANDLORD'S ACCESS. Landlord shall have the right to enter the Demised
Premises at any time and without notice in the event of an emergency and
during normal business hours with reasonable notice (written or
telephonic) for the following purposes: (i) to inspect or protect the
Demised Premises; (ii) to effect compliance with any law, order or
regulation of any governmental authority having jurisdiction; (iii) to
exhibit same to prospective purchasers, lenders, insurers and tenants;
(iv) to make or supervise repairs, additions or alterations to the
Demised Premises or to the Industrial Park, and to take all materials
thereon that may be required therefore; (v) to erect, use and maintain
pipes, conduits and wiring in and through the Demised Premises; and (vi)
to alter, decorate or otherwise prepare the Demised Premises for
reoccupancy at any time after Tenant has vacated the same or shall have
removed substantially all of its property therefrom. None of the
foregoing shall constitute an actual or constructive eviction of Tenant
or a deprivation of its rights or subject Landlord to any liability or
impose upon Landlord any obligation, responsibility or liability
whatsoever, for the care, supervision or repair of the Demised Premises
or any part thereof, other than as herein specifically provided, or
entitle Tenant to any compensation or diminution or abatement of the
rent reserved hereunder.
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29. ASSIGNMENT AND SUBLETTING.
A. Tenant shall not assign this Lease or sublet the whole or any part of
the Demised Premises or permit the Demised Premises or any part thereof
to be utilized for desk space, mailing privileges or as a concession to
anyone other than Tenant and its employees, without the prior written
consent of Landlord. Any sale or transfer of fifty (50%) percent or
more of Tenant's voting stock or equity stock shall constitute an
assignment of this Lease.
B. In the event Landlord consents to an assignment of this Lease or a
subletting of the Demised Premises, each assignee or subtenant shall be
required to agree in writing to assume all of Tenant's obligations under
this Lease and to give personal guarantees if reasonably required by
Landlord, and Tenant shall be required to agree in writing to remain
liable for each and every obligation of Tenant under this Lease. In
addition, Tenant agrees to pay to Landlord upon any assignment or
subletting any and all reasonable attorney's fees and expenses incurred
by Landlord in connection with any such assignment or subletting.
C. Should the Demised Premises be subleased with Landlord's consent,
Landlord shall collect as additional rent from Tenant, eighty (80%)
percent of any excess in the rental charged by Tenant over the fixed
rental reserved under this Lease.
D. Landlord shall have the right to assign any or all of Landlord's
interest under this Lease.
E. Tenant shall have no right under any circumstances to mortgage or
otherwise encumber its interest under this Lease.
30. SUBORDINATION. Tenant accepts this Lease subject to any and all ground
and underlying leases and to all mortgages or deeds of trust now or
hereafter affecting the Industrial Park and to any renewals,
modifications, consolidations, replacements or extensions thereof.
Although this provision shall be self operative and no further
instrument of subordination shall be required by any mortgagee, trustee
or lessor, Tenant shall execute promptly any instrument which Landlord
may request in confirmation of such subordination.
31. ESTOPPEL CERTIFICATES. Upon the request of Landlord, at any time and
from time to time, Tenant agrees to execute and deliver to Landlord
within ten (10) days after such request, a duly executed written
instrument: (a) certifying that this Lease has not been modified and is
in full force and effect or, if there has been a modification of this
Lease, that this Lease is in full force and effect as modified, stating
such modifications; (b) specifying the dates to which rent has been
paid; (c) stating whether or not Landlord is in default and if Landlord
is in default, stating the nature of such default; (d) stating the
commencement and expiration dates of the term of this Lease; and (e)
stating which options to renew the term have been exercised, if any.
32. MODIFICATIONS REQUESTED BY MORTGAGEE. In the event a prospective
mortgagee of the Landlord shall request a change in the language of the
terms of this Lease, or the execution of any documents in connection
therewith, Tenant agrees to make such change and execute such document
provided that same shall not increase Tenant's obligations or
liabilities under this Lease.
33. DEFAULT BY TENANT.
A. The following events shall be deemed to be events of default by
Tenant under this Lease:
i. Tenant fails to pay an installment of rent, additional rent or
other monies due under this Lease and the failure continues for a
period of ten (10) days and Tenant does not cure such default
within five (5) days after written notice of such default by
Landlord to Tenant.
ii. Tenant fails to comply with any term, provision or covenant of
this Lease, other than the payment of money, and does not cure the
default or demonstrate to Landlord due diligence in pursuing a
cure of the default within twenty (20) days after written notice
of such default by Landlord to Tenant.
iii. Tenant makes an assignment for the benefit of creditors or is the
subject of an involuntary or voluntary bankruptcy petition.
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iv. Tenant abandons or deserts all or a substantial portion of the
Demised Premises for a period of twenty (20) or more days.
B. Upon the occurrence of any event of default specified above, Landlord
may pursue any one or more of the following remedies:
i. Landlord may terminate this Lease upon written notice to Tenant
and relet all or any part of the Demised Premises for all or any
part of the remainder of the term of this Lease to a party
satisfactory to Landlord at such monthly rental as Landlord with
reasonable diligence is able to secure.
ii. Landlord may enter upon and take possession of the Demised
Premises, relet the Demised Premises for the benefit of Tenant on
such terms as Landlord deems advisable and receive the rent for
the reletting, without terminating this Lease or releasing Tenant,
in whole or in part, from Tenant's obligation to pay rent and all
of its other obligations hereunder for the full term.
iii. Landlord may enter upon the Demised Premises, without being liable
for any claim for damages for such entry, and do whatever Tenant
is obligated to do under the terms of this Lease to correct the
default. Tenant shall forthwith reimburse Landlord all amounts
expended by Landlord in curing such default. Any payment by
Tenant of a sum of money less than the entire amount due Landlord
at the time of such payment shall be applied to the obligations of
Tenant then furthest in arrears. No endorsement or statement on
any check or accompanying any payment shall be deemed an accord
and satisfaction and any payment accepted by Landlord shall be
without prejudice to Landlord's right to obtain the balance due
or pursue any other remedy available to Landlord.
iv. Landlord may seek injunctive relief against Tenant.
C. Tenant agrees that upon any termination of this Lease, whether by
lapse of time, the exercise of any option by Landlord to terminate this
Lease, or in any other manner whatsoever, or upon any termination of
Tenant's right to possession without termination of this Lease, Tenant
shall at once surrender possession of the Demised Premises to Landlord
and immediately vacate the same, and shall remove all its effects
therefrom. If Tenant fails to do so, Landlord may upon three (3) days'
notice, and without prejudice to any other remedy it may have for
possession or arrears in rent, enter upon and take possession of the
Demised Premises and remove all persons and property without being
deemed guilty of any manner of trespass, with or without process of
law, and repossess itself thereof as in its former estate.
D. Tenant agrees to pay Landlord on demand the amount of all loss and
damage that Landlord suffers by reason of Tenant's default, including
without limitation any deficiency between the rent hereby reserved and
covenanted to be paid and the net amount of rents collected on any
reletting for the balance of the term of this Lease, as well as all
reasonable expenses incurred by Landlord in such reletting including
without limitation broker's fees, attorney's fees, the expense of
repairing, altering or redecorating the Demised Premises and otherwise
preparing the same for re-rental. The loss and damage that Landlord may
suffer by reason of termination of this Lease, or the deficiency from
any reletting as provided for above, shall include the expense of
repossession.
E. No re-entry or taking possession of the Demised Premises by Landlord
and no injunctive relief sought by Landlord against Tenant shall be
construed as an election on Landlord's part to terminate this Lease
unless a written notice of intention to terminate this Lease is given to
Tenant. Notwithstanding any such reletting or re-entry, taking
possession, or injunctive relief, Landlord may at any time thereafter
effect to terminate this Lease for a previous default.
F. Only an agreement by Landlord shall be deemed an acceptance of a
surrender of the Demised Premises and no agreement or acceptance of a
surrender of the Demised Premises shall be valid unless the same is in
writing and signed by Landlord.
G. Nothing contained in this provision shall relieve Landlord of any
legal obligation to mitigate damages.
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H. If Tenant defaults in any payment of rent, additional rent, or other
monies due Landlord including any Late Charges, interest shall accrue
thereon from the due date until paid at the rate of the lesser of
eighteen (18%) percent per annum or the highest rate permitted by law.
34. DEFAULT BY LANDLORD. If Landlord defaults in the performance of any
term, covenant or condition required to be performed by it under this
Lease, Tenant may elect either one of the following:
A. After not less than twenty (20) days' written notice to Landlord, and
in the absence of a demonstration of due diligence by Landlord in
pursuing a cure of any such default, Tenant may remedy such default by
necessary action and, in connection with such remedy, may pay expenses
and employ counsel. All reasonable sums expended or obligations incurred
by Tenant in connection with remedying Landlord's default shall be paid
by Landlord to Tenant on demand and, on failure of such reimbursement,
Tenant may, in addition to any other right or remedy Tenant may have,
deduct these costs and expenses from rent subsequently becoming due
under this Lease.
B. Tenant may terminate this Lease upon giving at least ninety (90)
days' written notice to Landlord of such intention. In the event Tenant
elects this option, this Lease will be terminated on the date designated
in Tenant's notice, unless Landlord has cured the default prior to the
expiration of the ninety (90) day period.
35. REMEDIES NOT EXCLUSIVE. The description and pursuit of any of the
remedies provided in this Lease by either Landlord or Tenant shall not
preclude pursuit of any other remedies provided in this Lease or by law
or equity. Pursuit of any remedy provided in this Lease or by law or
equity by either party shall not constitute a forfeiture or waiver of
any damages accruing to either party by reason of the violation of any
of the terms, provisions and covenants contained in this Lease. In
addition, pursuit of any remedy provided in this Lease shall not
constitute a forfeiture or waiver of any rent due to Landlord under this
Lease.
36. LANDLORD'S SECURITY INTEREST.
A. Landlord shall have, at all times, a valid security interest to
secure payment of all rentals and other sums of money becoming due under
this Lease from Tenant, and to secure payment of any damages or loss
Landlord may suffer by reason of breach by Tenant of any covenant,
agreement or condition contained in this Lease, upon all of Tenant's
furniture, fixtures and equipment which may be brought upon or placed in
the Demised Premises, until all arrears in rent and all sums of money
then due Landlord under this Agreement have been paid and discharged and
all covenants, agreements and conditions or this Lease have been fully
complied with and performed by Tenant.
B. Upon the occurrence of an event of default by Tenant, Landlord may,
in addition to any other remedies provided in this Lease or by law,
after giving reasonable notice of the intent to take possession and
giving an opportunity for a hearing on the issue, enter upon the Demised
Premises and take possession of any and all furniture, fixtures,
equipment and other personal property of Tenant situated in the Demised
Premises, without liability for trespass or conversion, and sell the
same at public or private sale, with or without having such property
at the sale, after giving Tenant reasonable notice of the time and
place of any public sale or of the time after which any private sale
is to be made. Landlord or its assigns may purchase any items to be
sold at such sale unless prohibited from doing so by law.
C. Unless otherwise provided by law, and without intending to exclude
any other manner of giving Tenant reasonable notice, the requirement of
reasonable notice shall be met if such notice is given at least fifteen
(15) days before the time of sale.
D. The proceeds of any disposition, less any and all expense connected
with the taking of possession, holding, and selling of the property,
including reasonable attorney's fees, shall be applied as a credit
against the indebtedness secured by the security interest granted in
this provision. Any surplus shall be paid to Tenant or as otherwise
required by law and Tenant shall pay any deficiencies immediately.
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E. Upon request by Landlord, which request may be made at any time
during the term of this Lease, Tenant agrees to execute and deliver a
financing statement in form sufficient to perfect the security interest
of Landlord in the aforementioned property and proceeds under the
provisions of the New Jersey Uniform Commercial Code.
F. The security interest granted above shall be in addition and
supplementary to the statutory liens for rent.
G. Notwithstanding anything herein to the contrary, Tenant shall have
the right to remove Tenant's goods and chattels from the Demised
Premises from time to time, subject to any other provisions of this
Lease with respect to such removal and provided that Tenant is not then
in default of any of Tenant's obligations under this Lease.
37. BROKER. Each party represents and warrants to the other party that it
dealt with no broker or other person entitled to claim fees for such
services in connection with the consummation of this Lease except: none.
Each party agrees to indemnify and hold the other party harmless from
and against any and all claims for finders' fees or brokerage or other
commissions which may at any time be asserted against the indemnified
party founded upon a claim that the substance of the aforesaid
representation of the indemnifying party is untrue, together with any
and all losses, damages, costs and expenses, including reasonable
attorney's fees, relating to such claims or arising therefrom or
incurred by the indemnified party in connection with the enforcement of
this indemnification provision.
38. NOTICES. All notices required in connection with this Lease shall be in
writing and shall be deemed to have been delivered upon mailing by
certified mail, return receipt requested, to the parties at their
respective addresses set forth in this Lease, to such address as shall
be hereafter designated by either of them in writing to the other, or to
the addresses of their respective counsel. Simultaneous or subsequent
regular mail shall satisfy the notice provisions hereunder in the event
either party or its attorney refuses or fails to accept delivery of the
certified mail.
39. LANDLORD'S CONSENT OR APPROVAL. Whenever the written consent of Landlord
is required under this Lease, such consent shall not be unreasonably
withheld or delayed; provided, however, that Landlord's insistence on
detailed assurances concerning the financial responsibility of any
assignee or subtenant, or Landlord's insistence on detailed plans and
specifications concerning the feasibility of any proposed Alterations
shall not be deemed an unreasonable withholding or delay of the
Landlord's consent and Landlord shall have the right to withhold its
consent until there has been full compliance with all of the legal and
environmental obligations of Tenant under this Lease.
40. FORCE MAJEURE. In any case where either party hereto is required to do
any act, other than make a payment of money, delays caused by or
resulting from acts of God, war, civil commotion, fire or other
casualty, labor difficulties, general shortages of labor, materials or
equipment, government regulations or other causes beyond such party's
reasonable control, shall not be counted in determining &he time when
the performance of such act must be completed. However, in no event
shall Tenant's obligation to pay rent be delayed or extended by reason
of the foregoing events.
41. WAIVERS. No waiver by either party of any default or violation or breach
of any of the terms, provisions or covenants contained in this Lease
shall be deemed or construed to constitute a waiver of any other
violation or breach of any of the terms, provisions or covenants of this
Lease. Forbearance by Landlord to enforce one or more of the remedies
provided in this Lease or by law upon an event of default shall not be
deemed or construed to constitute a waiver of such default. The
Landlord's acceptance of rent following an event of default under this
Lease shall not be construe as the Landlord's waiver of the default.
42. TENANT'S CORPORATE AUTHORITY.
A. The undersigned officers of Tenant personally represent and warrant
to Landlord that they have been duly authorized to enter into this Lease
and that the execution and consummation of this Lease by Tenant does not
and shall not violate any provisions of any by-law, agreement, order,
judgment, governmental regulation or any other obligation to which
Tenant is a party or is subject.
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B. The undersigned officers of Tenant personally represent and warrant
to Landlord that Tenant is a New Jersey corporation authorized to do
business in New Jersey and is presently in good standing with the New
Jersey Secretary of State.
43. CHOICE OF LAW. This Lease shall be construed under, and in accordance
with, the laws of the State of New Jersey and all obligations of the
parties created by this Lease are performable in New Jersey.
44. WAIVER OF TRIAL BY JURY. To the extent such waiver is permitted by law,
the parties waive trial by jury in any action or proceeding brought in
connection with this Lease or the Demised Premises.
45. INVALIDITY OF CERTAIN PROVISIONS. If any provision of this Lease shall
for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, iilegality or unenforceability shall not
affect any other provision of this Lease, and this Lease shall be
construed as if such invalid, illegal or unenforceable provision had
never been included in this Lease. Moreover, Landlord shall have the
right to pursue the relief or remedy contained in any invalid provision
by conforming such provision with the provisions of the statute,
regulations or case law in such case made and provided as if the
particular provisions of the applicable statute, regulations or case
law were set forth in this Lease at length.
46. ATTORNEYS' FEES. If as a result of a breach of this Lease by either
party, the other party employs an attorney or attorneys to enforce its
rights under this Lease, then the breaching or defaulting party agrees
to pay the other party the reasonable attorneys' fees and expenses
incurred to enforce this Lease.
47. BINDING EFFECT. This Lease shall be binding upon, and inure to the
benefit of, the parties to this Lease and their respective heirs,
executors, administrators, legal representatives and successors, and to
their assigns only when permitted by this Lease.
48. DEFINITION OF LANDLORD. The term "Landlord" as used in this Lease shall
mean and include only the owner of the Industrial Park at the time in
question and, in the event of any transfer in title to such fee, then
the Landlord herein named shall be freed and relieved from all liability
and obligations under this Lease, from and after the date of such
transfer.
49. SOLE AND ENTIRE AGREEMENT.
A. Except as modified by this Lease, all of the terms, provisions and
conditions of the Old Lease shall remain in full force and effect
and govern the rights and obligations of the parties. Wherever the
provisions of this Lease and the Old Lease conflict, the provisions
of this Lease shall govern.
B. This Lease and the Old Lease collectively constitute the sole and
entire agreement of the parties to this Lease and supersedes any
prior understandings or other written or oral agreements between the
parties respecting the subject matter of this Lease.
50. AMENDMENTS AND MODIFICATIONS. No amendment or modification of the terms
of this lease shall be binding unless the same is in writing, dated
subsequent to the date of this Lease, and duly executed by the parties
to this Lease.
51. CAPTIONS. The section captions contained in this Lease are for purposes
of convenience only and in no way define, limit, construe or describe
the scope of interest of the sections of this Lease.
52. COUNTERPARTS. This Lease may be executed in any number of counterparts,
each of which shall be deemed to be one and the same instrument.
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53. RECORDATION. This Lease shall not be recorded in the office of the
Bergen County Clerk or in any other office or place of public record.
54. NO OFFER. The submission of this Lease for examination does not
constitute a reservation of or option for the Demised Premises and this
Lease does not become effective unless and until it is executed and
delivered by Landlord.
IN WITNESS WHEREOF, this Lease has been fully executed under seal as of
the day and year first above written.
ATTEST: MIDLAND HOLDING CO., INC.,
Landlord
By:
/s/ Xxxxxxx X. X'Xxxxxxxx /s/ Xxxxxx Zuckerberg
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Xxxxxxx X. X'Xxxxxxxx, Xxxxxx Zuckerberg,
Secretary President
ATTEST: XXXXX BROS. ELECTRONICS, INC.,
Tenant
By:
/s/ Xxxxx Xxxxxx /s/ Xxxxx X. Xxxxx
------------------------------- --------------------------------
Xxxxx Xxxxxx Xxxxx X. Xxxxx,
C.F.O. President
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