AGREEMENT OF LEASE
AGREEMENT OF LEASE, made as of the Twenty-second day of April, 1999, by
and between XXXXX REALTY TRUST, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx,
Xxxxxxxxxxxxx 00000 (hereinafter called "Landlord"), and ARIS INDUSTRIES, INC.,
a corporation, organized and existing pursuant to the laws of the State of New
York, and having a usual place of business at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (hereinafter called "Tenant").
W I T N E S S E T H:
1. DEMISED PREMISES:
1.01 Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord, during the term hereof, the premises (hereinafter referred to as the
"Demised Premises") suitably identified as:
The entire 4 story mill building and 3 story annex located at 00 Xxxx
Xxxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxxxxx and containing approximately
300,000 square feet of floor space as shown on plan attached hereto as Exhibit
"A" and made a part hereof. The building complex in which the Demised Premises
is located is hereinafter referred to as the "Mill".
1.02 Tenant shall have, as appurtenant to the Demised Premises, the
non-exclusive right in common with others to use and permit its employees to use
public or common areas and facilities, parking areas, and roadways in the Mill,
but such right, shall always be subject to reasonable rules and regulations from
time to
time established by Landlord by suitable notice, which shall be required of all
tenants and enforced uniformly, but which shall not increase Tenant's
obligations, either monetary or otherwise, nor diminish Tenant's rights
hereunder and subject to the right of Landlord to designate and change from time
to time areas and facilities so to be used, upon reasonable consent of Tenant.
Landlord guarantees to Tenant that at least 90% of the parking spaces in the
Mill will be available to Tenant.
2. TERM.
2.01 The term of this lease shall be five (5) years and shall commence
June 1, 1999 (the "Commencement Date") and terminate on May 31, 2004.
3. RENT.
3.01 During the first year of the lease term yielding and paying
therefor the yearly rent of Four Hundred Eighty Thousand ($480,000.00) Dollars,
(hereinafter the "Fixed Rent"), payable in equal monthly installments of Forty
Thousand ($40,000.00) Dollars, on the first day of each month, in advance.
3.02 During the second year of the lease term yielding and paying
therefor the yearly rent of Five Hundred Thousand ($500,00.00) Dollars,
(hereinafter the "Fixed Rent"), payable in equal monthly installments of
Forty-one Thousand Six Hundred Sixty-six and 66/100 ($41,666.66) Dollars on the
first day of each month, in advance.
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3.03 During the third year of the lease term yielding and paying
therefor the yearly rent of Five Hundred Sixty-three Thousand Three Hundred
Thirty-three and 34/100 ($563,333.34) Dollars, (hereinafter the "Fixed Rent"),
payable in equal monthly installments of Forty-six Thousand Nine Hundred
Forty-four and 44/100 ($46,944.44) Dollars.
3.04 During the fourth and fifth years of the lease term, yielding and
paying therefor the yearly rent of Six Hundred Twenty-nine Thousand Three
Hundred Thirty-three and 34/100 ($629,333.34) Dollars, (hereinafter the "Fixed
Rent"), payable in equal monthly installments of Fifty-two Thousand Four Hundred
Forty-four and 44/100 ($52,444.44) Dollars, on the first day of each month, in
advance.
4. USE OF PREMISES:
4.01 Tenant may use and occupy the Demised Premises thereon as a
clothing distribution center, warehouse and uses incidental thereto or any other
lawful purpose. No trade or occupation shall be carried on upon the demised
premises or use made thereof, which shall be unlawful, or contrary to any law of
the Commonwealth of Massachusetts or of the United States of America, or any
ordinance or by-law, for the time being in force, of the City of New Bedford or
injurious to any person or property.
4.02 Tenant will not permit any other persons to do anything or, bring
anything in or upon the Demised Premises or to be kept
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therein, which will in any way increase the rate of fire insurance of the Mill,
nor use or permit the Demised Premises to be used for any purpose which would
cause an increase in the rate of fire insurance of the Mill.
4.03 Tenant represents that it shall not cause, nor permit, any oil,
friable asbestos, hazardous waste, hazardous material, or other waste or
material regulated or limited by applicable federal, state, or local
environmental law or regulation ("Hazardous Material") to be spilled, placed,
held, located or disposed of on, under, or about the Demised Premises in
violation of any said laws or regulations.
5. TAXES, WATER AND SEWER:
5.01 In addition to the annual rental provided for in Article 3 hereof,
Tenant agrees to pay to Landlord as additional rent, in monthly installments,
Tenant's Proportionate Share (as hereinafter defined) of all real property
taxes, payments in lieu of taxes, if any, water and sewer rents, rates and
charges, and assessments, which may be levied or assessed against the Mill by
any lawful authority for the period of term of this Lease. Tenant's
Proportionate Share in this article and other articles hereinafter shall be
equal to ninety-six (96%) per cent based upon the Mill consisting of 312,500
square feet. Should the Commonwealth of Massachusetts or any political
subdivision thereof or any governmental authority having jurisdiction thereover,
impose a tax
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and/or assessment (other than a net income or franchise tax) upon or against the
rental payable by a tenant in the Mill to Landlord, or any other tax which is
intended in whole or in part as a substitute for the current method of real
estate taxation, such tax and/or assessment shall be deemed to constitute a tax
and/or assessment against the Mill for the purpose of this Article.
5.02 Upon receipt of all tax bills and assessment bills attributable to
any period during the term hereof, Landlord shall furnish Tenant with a written
statement of the actual amount of Tenant's proportionate share of the taxes and
assessments of such period, along with a copy of said bills. If the total amount
paid by Tenant under this Article during the term of this Lease shall be less
than the actual amount due from Tenant for any period thereof, as shown on such
statement, Tenant shall pay to Landlord the deficiency within ten (l0) days
after demand therefor by Landlord; and if the total amount paid by Tenant
hereunder for any such calendar year shall exceed such amount due from Tenant
for such period, Tenant shall be entitled to offset the excess against payments
next thereafter becoming due under this Article 5 or Tenant, at its option, may
receive a refund from Landlord within ten (10) days after request therefor by
Tenant. For the year in which this Lease commences and terminates, the
provisions of this Article shall apply and Tenant's liability for its
proportionate share of the taxes and assessments for any such period shall be
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subject to a pro rata adjustment based on the number of days of any such period
during which the term of this Lease is in effect. Landlord's and Tenant's
obligations under this Article shall survive the expiration of the term of this
Lease.
5.03 Tenant may endeavor to contest any tax or assessment against the
said Mill or to obtain a reduction in the assessed valuation upon the said Mill
for the purpose of reducing any such tax assessment. During the contest of any
tax or assessment, Tenant shall pay its proportionate share of the tax or
assessment as billed, and shall receive a proportionate rebate of any payments
after expenses in the event such contest is successful.
5.04 Nothing herein contained is intended to make the Tenant
responsible for franchise, corporate or partnership taxes which are levied on
the Landlord, including excise, inheritance, capital levy, transfer or income,
profits or revenue, upon income of Landlord, except that, in the event of the
passage of any statute, act or law as the result of which Landlord becomes
obligated to pay any income tax or any other tax, charge, levy, assessment or
imposition, in lieu or place of any general tax, school tax, or other real
estate tax or assessment ("Substitute Tax"), which would otherwise be levied
against and/or become a lien upon the Mill, such Substitute Tax shall be payable
by Tenant as provided for by this Article 5; provided that such Substitute Tax
is in lieu of the
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taxes and assessments chargeable against Tenant under Section 5.01 hereof.
6. INSURANCE:
6.01 Landlord agrees to carry, or cause to be carried, during the term
hereof, public liability insurance on the common areas of the Mill naming Tenant
as an additional insured. Landlord also agrees to carry during the term hereof
insurance for fire, extended coverage, vandalism, malicious mischief, and such
other hazards as Landlord's first mortgagee may require, insuring the
improvements located on Landlord's property in the Mill, including the Demised
Premises and all appurtenances thereto (excluding Tenant's merchandise, trade
fixtures, furnishing, equipment, personal property and Tenant's work) for not
less than the full insurable value thereof. During the term of this Lease,
Tenant shall be liable for Tenant's Proportionate Share of any premiums
associated with the cost of Landlord carrying such insurance required by this
Article 6, payable in monthly installments.
6.02 Tenant agrees to carry public liability insurance on the Demised
Premises during the term hereof, naming Landlord as additional insured, for
limits of not less than Three Million ($3,000,000.00) Dollars for personal
injury or death and property damage insurance for not less than One Million
($1,000,000.00) Dollars arising out of any one occurrence and providing that
Landlord and Tenant shall be given a minimum of thirty (30) days'
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written notice by the insurance company prior to cancellation, termination or
change in such insurance. Tenant further agrees to carry insurance against fire
and such other risks as are from time to time included in standard extended
coverage insurance, for the full insurable value covering all of tenant's
merchandise, trade fixtures, furnishings, wall covering, carpeting, drapes,
equipment, Tenant's work, and all other items of personal property of Tenant
located on or within the Demised Premises. Tenant shall provide Landlord with
copies of the policies or certificates evidencing that all insurance coverage
provided for herein is in full force and effect and stating the terms thereof.
6.03 (a) Tenant hereby releases Landlord, to the extent of Tenant's
insurance coverage, from any and all liability for any loss or damage caused by
fire or any of the extended coverage casualties or any other casualty insured
against, even if such fire or other casualty shall be brought about by the fault
or negligence of Landlord or its agents, provided, however, this release shall
be in force and effect only with respect to loss or damage occurring during such
time as Tenant's policies covering such loss or damage shall contain a clause to
the effect that this release shall not affect said policies or the right of
Tenant to recover thereunder. Tenant agrees that its fire and other casualty
insurance policies will include such a clause. Tenant agrees that it shall keep
its
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fixtures, equipment and leasehold improvements insured against loss or damage by
fire with the usual extended coverage.
(b) Landlord hereby releases Tenant, to the extent of Landlord's
insurance coverage, from any and all liability for any loss or damage caused by
fire or any of the extended coverage casualties or any other casualty insured
against, even if such fire or other casualty shall be brought about by the fault
or negligence of Tenant or its agents, provided, however, this release shall be
in force and effect only with respect to loss or damage occurring during such
time as Landlord's policies covering such loss or damage shall contain a clause
to the effect that this release shall not affect said policies or the right of
Landlord to recover thereunder. Landlord agrees that its fire and other casualty
insurance policies will include such a clause.
7. SERVICES:
7.01 The Landlord shall furnish reasonable heat as required for the
comfortable occupancy of the Demised Premises during the usual heating season,
from 8:00 a.m. to 6:00 p.m. on business days. The Landlord shall not be liable
for consequential damages by reason of its failure to supply such heat, unless
such failure is due to any act or failure to act on the part of the Landlord.
Upon notice from Tenant that heat is not being provided, Landlord shall use due
diligence to restore heat to the premises as soon thereafter as reasonably
possible.
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7.02 In addition to the annual rental provided for in Article 3 hereof,
Tenant agrees to pay to Landlord as additional rent, monthly, Tenant's
Proportionate Share of all cost of heating and maintaining the heating system
and boilers of the Mill.
7.03 Landlord shall provide to the Demised Premises cold water for
ordinary drinking, cleaning and lavatory purposes.
7.04 Landlord shall not unreasonably withhold or delay its consent to
an alteration consisting of the installation of an air conditioning system to
service the Demised Premises.
8. ALTERATIONS:
8.01 Tenant may not make any alterations or additions in or to the
Demised Premises without the consent of Landlord, which approval shall not be
unreasonably withheld or delayed.
8.02 Landlord shall not unreasonably withhold or delay its consent to
any proposed alterations with respect to which Landlord's consent is required,
provided that such alterations (i) do not adversely affect the building systems
(except to the extent necessary to tie into the building systems), (ii) do not
adversely affect the exterior of the Mill, (iii) do not reduce the value or
utility of the Mill and (iv) do not violate the certificate of occupancy for the
Mill or the Demised Premises.
8.03 Landlord will make no change, and will prevent any change to be
made by any "Person", in the arrangement and/or location of entrances or
passageways, doors and doorways,
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corridors, elevators, stairs, toilets, or other public parts of the Mill which
will adversely affect, in any manner, Tenant's use and enjoyment of the Demised
Premises, unless required by law to do so.
8.04 If Landlord shall fail to disapprove Tenant's plans and
specifications for any alteration within ten (l0) business days, or within five
(5) business days with respect to any resubmission of disapproved plans
(provided the same shall be of a scope and detail reasonably susceptible of
review in such period), after Landlord's receipt thereof, Landlord shall be
deemed to have approved such plans and specifications. Any disapproval given by
Landlord shall be accompanied by a statement in reasonable specificity of the
reasons for such disapproval, itemizing those portions of the plans so
disapproved. Anything contained herein to the contrary notwithstanding, Tenant
shall have the right to submit to Landlord layouts, drawings and schematic plans
preparatory to the preparation of the preliminary and final plans and
specifications for any alteration, and Landlord shall either approve or
disapprove such layouts, drawings or schematic plans within ten (10) business
days after receipt thereof. If Landlord shall fail to disapprove such layouts,
drawing or schematic plans within such period, the same shall be deemed
approved. Notwithstanding any such approval, Landlord shall not be deemed to
have waived its right to disapprove the final plans and specifications for such
alteration, provided that Landlord shall not disapprove the final plans and
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specifications to the extent they shall have been prepared based upon the
layouts, drawings and schematic plans which Landlord shall have previously
approved and are not inconsistent therewith. Any dispute regarding the
reasonableness of Landlord's withholding of its consent to Tenant's plans and
specifications, or any portion thereof, may be submitted to arbitration by
either party pursuant to Article (33) of this Lease.
9. REPAIRS AND COST OF MAINTENANCE PERSONNEL:
9.01 The Tenant shall take good care of the Demised Premises, maintain
same and shall, at Tenant's own cost and expense, make all repairs, except
repairs to the roof, foundation, exterior walls and other load bearing elements
of the Demised Premises and normal maintenance and repair of the mechanical
systems (i.e., electrical, plumbing, heating, etc.) serving the Demised
Premises, which shall be Landlord's responsibility, and at the end or other
expiration of the term, shall deliver up the Demised Premises in good order and
condition, damage by the elements, normal wear and tear and damage not caused by
Tenant, its agents, employees and contractors excepted. Tenant shall keep all
water closets and drains located within and servicing the Demised Premises free
from obstructions.
9.02 In addition to the annual rental provided for in Article 3 hereof,
Tenant agrees to pay to Landlord as additional rent, in monthly installments,
Tenant's Proportionate Share of the cost of the Landlord's maintenance personnel
employed exclusively in
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connection with the Mill, including all employer's taxes, insurance and employee
fringe benefits.
9.03 Landlord shall repair and maintain the parking lot and land around
the Mill, the roof, foundation, exterior walls and other load-bearing elements
of the Demised Premises and supply labor for the normal maintenance and repair
of the mechanical systems (i.e., plumbing and heating, but excluding electrical
and sprinkler system repairs) unless such maintenance or repairs are required in
whole or in part because of any act, neglect, fault of or omission of any duty
by Tenant, its agents, servants, employees or invitees in which case Tenant
shall reimburse Landlord for the reasonable cost of such maintenance and repairs
upon Landlord's completion of any such maintenance and repairs.
10. DESTRUCTION BY FIRE OR OTHER CASUALTY:
10.01 In the event the Demised Premises are hereafter damaged or
destroyed or rendered partially untenantable for their accustomed uses by fire
or other casualty insured under the coverage which Landlord is obligated to
carry pursuant to Article 6, then Landlord shall promptly repair said premises
and restore the same to substantially the condition in which they were
immediately prior to the happening of such casualty (excluding wall; and floor
covering), and from the date of such casualty until the Demised Premises are so
repaired and restored, annual rental payments and all other charges and items of
additional rental
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payable hereunder, shall xxxxx in such proportion as the part of the Demised
Premises thus destroyed or rendered untenantable bears to the total Demised
Premises, provided Tenant may elect to terminate if Tenant will not be either
(i) furnished reasonably suitable substitute space or (ii) be restored to
possession of Demised Premises within sixty (60) days after the date of
destruction. If Landlord elects not to repair then this Lease shall terminate as
of the date of destruction. In the event fifty (50%) per cent or more of the
Demised Premises be hereafter destroyed or rendered untenantable by fire or
other casualty during the last year of the term of this Lease, then Landlord or
Tenant shall have the right to terminate this Lease effective as of the date of
such casualty, by giving to the other party hereto, within thirty (30) days
after the happening of such casualty, written notice of such termination. If
said notice be given within said thirty (30) day period, this Lease shall
terminate and annual rental and all other charges and items of additional rental
shall xxxxx as aforesaid from the happening of such casualty, and Landlord shall
promptly repay to Tenant any rental theretofore paid in advance which has not
been earned as the date of such casualty. Except as herein expressly provided to
the contrary, this Lease shall not terminate nor shall there be any abatement of
rent or other charges or items of additional rent as the result of a fire or
other casualty. In determining what constitutes prompt repair
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of the Demised Premises consideration shall be given to the delays caused by
strikes, adjustment of insurance and other causes beyond Landlord's control.
Notwithstanding anything to the contrary contained in this Article, should
Landlord be delayed or prevented from completing the repair or restoration of
the damage to the Demised Premises after the occurrence of such damage or
destruction by reason of acts of God or war, governmental restrictions,
inability to procure the necessary labor or materials, strikes, or other uses
beyond the control of Landlord, the time for Landlord to commence or complete
repairs shall be extended, provided, at the election of Landlord or Tenant,
Landlord shall be relieved of its obligation to make such repairs or restoration
and Tenant shall be released from its obligation under this Lease as of the end
of four (4) months from date of destruction, if repairs required to provide
Tenant use of the Demised Premises are not then substantially complete. Any such
election shall be by written notice delivered to the other party.
10.02 If, however, the building of which the Demised Premises are a
part shall be substantially damaged or destroyed by fire or casualty, or if, as
a result of a risk not covered by the forms of hazard insurance at the time then
customarily carried on like improvements in the locality in which the Demised
Premises are located the Demised Premises are substantially damaged, Landlord
shall promptly restore, (consistent, however, with zoning laws and
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building codes then in existence), the Demised Premises to substantially the
condition thereof at the time of such damage, unless Landlord, within thirty
(30) days after such loss, gives notice to Tenant of Landlord's election to
terminate this Lease. If Landlord shall give such notice, then this Lease shall
terminate as of the happening of such casualty with the same force and effect as
if such date were the date originally established as the expiration date hereof.
Further, if there shall be substantial damage or destruction from any
cause to the Mill building within which the Demised Premises are a part to such
extent that continued operation of the Mill would be uneconomical, Landlord or
Tenant shall have the right, within thirty (30) days after such damage, to
terminate this Lease by suitable notice to the other in which is stated a date
as of which this Lease shall terminate, and this Lease shall terminate as of the
date so stipulated as if the same were the date originally established as the
expiration date hereof. The term "substantial damage" or destruction as used
herein, shall refer to damage of such a character that the same cannot, in
ordinary course, reasonable be expected to be repaired within thirty (30) days
from the time that such work would commence.
11. SIGNS:
11.01 Pursuant to and in compliance with any legal requirements, Tenant
shall have the right, at its expense, to
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install and maintain a sign or signs on the exterior of the Mill, or on the land
around the Mill. Tenant, at its expense, shall obtain prior to the erection of
any sign, such permits as Tenant may be required to obtain from any and all
public authorities having jurisdiction with respect to the erection,
installation, maintenance or use of said sign. Landlord agrees to cooperate with
Tenant in the obtaining of any such permits but shall not be required to incur
any costs or expenses in connection therewith. Tenant shall, at its expense,
maintain and repair the said signs in compliance with all legal requirements. In
addition, Tenant shall have the right, without the consent of Landlord, but
subject to Landlord's reasonable approval, to place reasonable signage within
the Demised Premises. The size, design, character and location of any of
Tenant's signs shall be subject to reasonable approval by the Landlord. Approval
of all signs shall be in writing by Landlord. In the case that Landlord shall
deem it necessary to remove any such sign or signs in order to make any other
repairs or alterations or improvements in or upon the Demised Premises or
building or any part thereof, the Landlord shall have the right to do so,
providing the same be removed and replaced at the Landlord's expense, whenever
the said repairs, alterations or improvements shall be completed.
11.02 Upon termination of this Lease by expiration or otherwise, Tenant
shall remove all of its signs, interior and
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exterior, within thirty (30) days after such termination and shall repair to
Landlord's reasonable satisfaction any damage caused by such removal, normal
wear and tear excepted.
12. UTILITIES:
12.01 Tenant shall pay all rates and charges for the use of
electricity, telephone, gas and other services rendered to the Demised Premises.
Tenant shall pay Tenant's Proportionate Share of sewer and water bills.
13. ASSIGNMENT OF LEASE:
13.01 Tenant may not sublet or assign this Lease without the Landlord's
consent, which consent shall not be unreasonably withheld or delayed, except
that Tenant need not obtain Landlord's prior written consent for the assignment
or sublet of its leasehold interest in the event that it wishes to assign or
sublease same to a subsidiary or affiliate or to any entity into which Tenant is
merged, with which Tenant is consolidated, or which acquires all or
substantially all of the assets of Tenant for the use set forth in Article 4
hereof. It is further agreed that no assignment or sublease shall be effective
unless the assignee or sublessee agrees directly with the Landlord to perform
Tenant's obligations under this lease. Notwithstanding any permitted assignment
or subletting, no further assignment or subletting may be made without
Landlord's consent and, except as set forth herein, Tenant shall remain fully
and liable for the payment of all rent, additional
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rent and the performance of all the terms, covenants and conditions contained
herein in the event Tenant's assignee or sublessee defaults under the terms of
Tenant's lease. Except as set forth herein, Landlord's dealing with an assignee
or sublessee shall not affect the contingent liability of the Tenant under this
Lease.
13.02 Tenant shall have the right, without the prior written consent of
Landlord, to sublet any part or all of the Demised Premises for the purposes
permitted by this Lease, and for such term of years, and on such terms and
conditions, as Tenant shall determine subject to Landlord's reasonable consent;
provided, however, that (i) the subletting shall end no later than one (l) day
before the Expiration Date (or any extended expiration date, in the even Tenant
shall have exercised its right to extend the term of this Lease); (ii) the
proposed sublease shall contain a provision stating that it is expressly
subordinate to this Lease; (iii) the proposed sublease shall be for general
warehouse, and uses incidental thereto, only and for no other purpose, and shall
otherwise comply with the provisions of this Lease; and (iv) prior to the
execution of any proposed sublease, Tenant shall have delivered copies of the
proposed sublease to Landlord.
13.03 (a) Notwithstanding anything contained in this Article 13 to the
contrary, as along as Tenant is not then in default under any of the material
terms, covenants or conditions of this Lease on Tenant's part to be observed or
performed beyond any applicable
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grace period provided for in this Lease for the curing of such default, Tenant
named herein, or any subsidiary or affiliate of Tenant named herein to whom this
Lease is assigned, shall have the right, subject to the provisions of this
Section 13.03 to assign Tenant's interest in this Lease to a "Qualified
Purchaser" (as hereinafter defined), in connection with a "Qualified Transfer"
(as hereinafter defined).
(b) For the purposes of this Section 13.03 a "Qualified Purchaser"
shall mean any person, corporation, partnership, or other business entity which
shall meet the following criteria:
(1) (A) such person, partnership, business entity or
corporation shall comply with the "Qualified Purchaser's Net Worth Requirement"
(as determined in accordance with the provisions of subsection (f) of this
Section 13.03 after consummation of the subject Qualified Transfer, or (B) if
such corporation does not meet the Qualified Purchaser's Net Worth Requirement
set forth in subdivision (A) above but is a subsidiary of another corporation
(referred to herein as the "Parent") then Parent shall (x) comply with the
Qualified Purchaser's Net Worth Requirement after consummation of the subject
Qualified Transfer and (y) unconditionally guarantee the full and complete
performance and observance of all of Tenant's obligations under the Lease; and
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(2) such Qualified Purchaser shall use the Premises for
general warehouse use only, and shall otherwise comply with the terms of this
Lease.
(c) For the purposes of this Section 13.03 a "Qualified Transfer"
shall be deemed to mean an assignment or transfer of Tenant's interest in this
Lease to a Qualified Purchaser for a good business purpose including an
assignment or transfer in connection with the sale of the assets of Tenant.
(d) No such assignment shall be valid, unless, within ten (10)
business days prior to the execution and effective date thereof (or if otherwise
required by law, promptly after the public announcement of the Qualified
Transfer), Tenant shall deliver to Landlord (1) a duplicate original instrument
of assignment and assumption of Tenant's interest in this Lease and (2) if the
Qualified Purchaser has satisfied the Qualified Purchaser's Net Worth
Requirement set forth in subsections (b), (c) and (f) of this Section 13.03
based upon the Qualified Purchaser's Net Worth of its Parent, then the Qualified
Purchaser shall cause said Parent to execute and deliver to Landlord a guarantee
in form and substance reasonably satisfactory to Landlord in which said Parent
shall unconditionally guarantee the full and complete performance and observance
of all of Tenant's obligations under this Lease.
(e) At the time of the proposed assignment or transfer
constituting a Qualified Transfer (or if otherwise required by law,
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promptly after the public announcement of the Qualified Transfer), Tenant shall
deliver to Landlord a detailed statement of the financial condition of the
proposed Qualified Purchaser (or the Parent), prepared in accordance with
generally accepted accounting principles applied on a consistent basis, by a
firm of reputable independent certified public accountants, which statements
shall reflect the financial condition of the aforesaid proposed Qualified
Purchaser (or the Parent) at that time.
(f) For the purposes of this Section 13.03 the term "Qualified
Purchaser's Net Worth Requirement" shall mean that a Qualified Purchaser shall
have a net worth of not less than TEN MILLION and 00/100 ($10,000,000.00)
DOLLARS after the completion of the assignment or transfer which is the subject
of the Qualified Transfer as shown on the proposed Qualified Purchaser's latest
financial statement prepared in accordance with the requirements of subsection
(e) above; and Qualified Purchaser shall have a credit rating equal to or better
than Tenant at the time of the assignment as determined by a nationally
recognized, independent corporation such as Xxxx & Bradstreet Corporation.
(g) In the event of an assignment pursuant to this Section 13.03,
Tenant shall be relieved of all obligations and responsibilities under this
Lease which accrue on and subsequent to the date of such assignment.
14. ELEVATORS:
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14.01 The Tenant shall have the right, to use the elevators in the
Mill. The elevators shall be kept in ordinary repair by the Landlord but it is
understood and agreed that the Landlord assumes no obligation to the Tenant for
failure to keep the elevators in such repair, unless same is caused by wilful
negligence of the Landlord, its agents or servants; however, the Landlord shall
use reasonable diligence to restore said elevator systems on notice of the need
therefor and as soon thereafter as reasonably possible. The Landlord shall not
be liable for consequential damages by reason of its failure to keep the
elevators in such repair. Any expense of use and maintenance and repair of the
elevators shall be borne by the Tenant, including, but not limited to elevator
maintenance contracts.
15. LANDLORD'S RIGHT TO ENTER UPON THE PREMISES:
15.01. The Tenant shall allow the Landlord and its agents free access
to the demised premises during reasonable hours, for the purpose of ascertaining
if same are in good repair and for exhibiting the premises to prospective
purchasers; and during the last six (6) months of the term, to prospective
tenants. Landlord shall give Tenant 24 hours notice of its intention to exhibit
the Premises to prospective purchasers or prospective Tenants.
16. LANDLORD NOT LIABLE FOR DEFECTS:
23
16.01 During the continuance of this lease and thereafter, all
merchandise, furniture and property of every kind and nature which may be upon
the Demised Premises or elsewhere in the Mill, as well as all property that may
be brought to the said premises by or for the Tenant, is to be at the sole risk
and hazard of the Tenant and if the whole or any part thereof is destroyed or
damage by fire, water, or otherwise, or by the use of abuse of water, or by the
leaking or bursting of water pipes or sprinkler pipes, or in any other way or
manner, no part of the said loss or damage to said property or to the business
of the Tenant is to be charged to, or borne by, the Landlord in any case
whatever, except as may be limited by Chapter 445 of the Massachusetts Acts of
1945.
17. LIABILITY FOR INJURY:
17.01 Each party will save the other party harmless and keep it
exonerated from all loss, damage, liability ,or expense occasioned or claimed by
reason of acts or neglects of the other party or of its employees, or of
independent contractors engaged or paid by the other party, on or about the
Demised Premises, or the elevators and approaches thereto, or by reason of any
neglect or misuse of the Demised Premises or the elevators and approaches
thereto.
18. COVENANTS TO PAY RENT, ETC., DEFAULT:
18.01 The Tenant shall pay said rent and other charges at the times and
in the manner hereinbefore set forth, and in case of
24
failure on the Tenant's part to pay any installment of Fixed Rent for ten (10)
business days after notice, or in the payment when due of any other items of
rent and such default shall continue for ten (10) business days after notice of
such default is given to Tenant, or in case of the failure of the Tenant to keep
or perform any covenant or agreement contained in this lease, on the Tenant's
part to be kept or performed, other than the payment of rent and Tenant shall
fail to remedy such default within thirty (30) days after notice by Landlord to
Tenant of such default, or if such default is of such a nature that it cannot be
completely remedied within said period of thirty (30) days and Tenant shall not
commence within said period of thirty (30) days, or shall not thereafter
diligently prosecute to completion, all steps necessary to remedy such default,
then and in any of said cases the Landlord may, immediately or at any time
thereafter, notwithstanding any license or wavier of any former breach or waiver
of the benefit thereof or consent in a former instance, without demand or
notice, in person or by agent or attorney, enter into and upon the demised
premises or any part thereof in the name of the whole, and repossess the same as
of its former estate, and expel the said Tenant and those claiming under it and
remove their effects, without being taken or deemed guilty of any manner of
trespass, and without prejudice to any rights of the Landlord, to recover for
arrears of rent or damages for any breach of covenant hereunder or to the
Landlord's
25
other remedies therefor, and upon entering as aforesaid this lease shall
terminate. The Tenant covenants that in case of any such termination or of
termination under the provisions of law for the Tenant's default, the Tenant
will be and remain liable to the Landlord for, and will indemnify the Landlord
against all loss of Fixed Rent and Additional Rent sustained by the Landlord
during the remainder of the term under this lease by reason of such termination
or on account of the premises remaining vacant or being let for a less rent
during such remaining term; or, at the election of the Landlord, the Tenant
shall upon such termination, pay to the Landlord as damages such amount as, at
the time of such termination, represents the difference between the rental value
of the Demised Premises for the remainder of such term and any extension
thereof, and the rent and any other payments herein provided to be paid to the
Landlord by the Tenant, both discounted to present worth at the then current
"base" rate charged by Citibank N.A., or its successor, as of the date the Lease
is terminated, less the aggregate amount of rent theretofore collected by
Landlord in the event of a reletting of the Demised Premises after such
termination. For purposes of this Section 18.01, Landlord shall use reasonable
efforts to mitigate its damages.
19. FIXTURES:
19.01 All fixtures, (other than Tenant's trade fixtures), equipment,
improvements, and appurtenances attached to, or built in
26
to, the space herein demised at the commencement of or during the term, whether
by the Landlord at its own expense or at the expense of the Tenant, or by the
Tenant shall be and remain part of the premises and shall not be removed by the
Tenant at the end of the term unless otherwise specifically provided in this
lease. All electric, plumbing, heating, sprinkler, telephone, telegraph,
fixtures (other than Tenant's trade fixtures) and outlets, partitions, railings,
gates, doors, vaults, paneling, molding, shelves, radio wires, cork, rubber,
linoleum and composition floors, ventilating, silencing, air-conditioning, and
cooling equipment, shall be deemed to be included in such fixtures, equipment
improvements, and appurtenances. If furnished by or at the expense of the
Tenant, all carpets, wind deflectors, electric fans, water coolers, furniture,
trade fixtures and business equipment shall not be deemed to be included in such
fixtures, equipment, improvements, and appurtenances, and may be removed by the
Tenant upon condition that such removal does not materially damage the building
and upon condition also that the cost of repairing any damage to the premises of
the building arising from such removal shall be paid by the Tenant, normal wear
and tear and damage not caused by Tenant excepted.
19.02 Notwithstanding anything to the contrary, unless otherwise agreed
to, at the expiration of the Lease, or sooner termination thereof, the Tenant
shall remove at the Tenant's own
27
expense, such or all erections, additions and improvements to or upon the
demised premises and such or all fixtures, fittings and appliances therein that
are a part of the real estate, which have been installed by the Tenant, which
the Landlord at the time of the making of such alteration, erection or
improvement directed the Tenant to remove. Upon said removal the Tenant shall
repair any defect or make good any damage caused by said removal, normal wear
and tear excepted. Landlord hereby agrees that upon the expiration of this
Lease, Tenant shall not be required to remove any alteration, improvement or
erection existing in the Demised Premises on the Commencement Date.
20. SURRENDER:
20.01 In accordance with Article 19 hereof, Tenant shall at the
expiration or other termination of this lease remove all of Tenant's goods and
effects from the demised premises, including, without hereby limiting the
generality of the foregoing, all signs and lettering affixed or painted by
Tenant, either inside or outside the demised premises. Tenant shall deliver to
Landlord the demised premises and all keys, locks thereto, and other fixtures
(subject to Article 19 hereof) connected therewith and all alterations and
additions, made to or upon the demised premises, broom clean and in the same
condition as they were at the commencement of the term, or as they were put
during the term hereof, reasonable wear and tear and damage by fire or other
28
casualty and damage not caused by Tenant only excepted. In the event of Tenant's
failure to remove any of Tenant's property from the demised premises, Landlord
is hereby authorized, without liability to Tenant for loss or damage thereto,
and at the sole risk of Tenant, to remove and store any of the property at
Tenant's expense, or to retain the same under Landlord's control or to sell at
public or private sale, without notice, any or all of the property not so
removed and to retain the net proceeds of such sale without any liability to
account to Tenant therefor, or Landlord may, if it so desires, destroy such
property.
21. WAIVER OF BREACH, ETC.:
21.01 No waiver by the Landlord or Tenant and no assent, express or
implied, to any breach on the part of the other party of any covenant,
agreement, condition, or duty shall ever be held or construed as a waiver of or
consent to any other breach of the same or of any other covenant, agreement,
condition, or duty. In the event of a breach by the Tenant of any covenant,
agreement, condition or duty which is conditioned upon the consent or approval
of the Landlord, neither the acceptance of rent by the Landlord nor failure by
the Landlord to take action on account of such breach or to enforce its rights
resulting therefrom, shall be deemed a waiver, but such breach shall be a
continuing breach until the written consent or approval of the Landlord is
obtained.
22. MISCELLANEOUS:
29
22.01 The rights and remedies of the Landlord and Tenant provided in
this lease are cumulative and are additional to any and all rights and remedies
the other party may have otherwise by law or by statute present or future.
22.02 (a) Subject to Section 22.02 (b) hereof, this lease is subject
and subordinate to all ground or underlying leases and mortgages which may now
or hereafter affect the real property of which demised premises form a part, and
to all renewals, modifications, consolidations, replacements and extensions
thereof. In confirmation of such subordination, the Tenant shall execute
promptly any certificate or instrument that the Landlord may request, upon
receipt by Tenant of a Nondisturbance Agreement from the holder of any such
ground or underlying lease or mortgage.
(b) The subordination of this Lease to any superior leases or
superior mortgages is expressly conditioned upon the receipt by Tenant of a
so-called "Nondisturbance Agreement" by which the holder(s) of any such superior
mortgages or superior leases agree (using its customary and usual form) that so
long as there is not an Event of Default under the terms of this Lease, this
Lease shall not be terminated nor shall Tenant's rights hereunder be disturbed
as a result of any default under any such superior mortgages or superior leases
or, in respect of any Superior mortgages, foreclosure of the same.
30
22.03 Should any of the provisions of this lease be held ineffectual or
invalid for any reason, no other portion or provision of this lease shall be
invalidated, or affected thereby, but this lease shall be construed as if such
invalidated provision had not been herein contained.
22.04 The Landlord or the Landlord's agents have made no representation
or promises with reference to the Mill or the demised premises, except as herein
expressly set forth.
22.05 Any notice from Landlord to Tenant shall be deemed duly served if
delivered by hand (against a signed receipt) or mailed registered or certified
mail, return receipt requested, postage prepaid, or by Federal Express or other
reputable carrier, addressed to Tenant (a) at Tenant's address set forth in this
Lease, Attention: Chief Operating Officer, with a copy to Xxxxxx X. Xxxxxx,
Esquire, Xxxxxxx Xxxxxx & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 if
mailed prior to Tenant's taking possession of the Demised Premises, or (b) at
the Demised Premises, Attention: Warehouse Manager, if mailed subsequent to
Tenant's taking possession of the Demised Premises, or (c) at any place where
Tenant or any agent or employee of Tenant may be found if mailed subsequent to
Tenant's vacating, deserting, abandoning or surrendering the Demised Premises,
in each case with a copy to Tenant at Tenant's address set forth in this Lease,
Attention: Chief Operating Officer, with a copy to Xxxxxx X. Xxxxxx, Esquire,
31
Xxxxxxx Xxxxxx & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Any notice
from Tenant to Landlord shall be deemed duly served if delivered by hand
(against a signed receipt), or if mailed to Landlord by registered or certified
mail, return receipt requested, postage prepaid or by Federal Express or other
reputable carrier, at the address on the first page of this lease, or at such
other address as Landlord shall from time to time designate to Tenant in
writing. The parties agree, however, that delivery of any notice by a commercial
delivery service such as Federal Express, UPS, Purolator Courier, and the like,
or a similar service offered by the United States Postal Service, shall also be
deemed duly served for the purposes of this lease.
22.06 Unless repugnant to the context, the words "Landlord" and
"Tenant" appearing herein shall be construed to refer to the person or persons,
natural or corporate, named above as Landlord or as Tenant, as the case may be,
and the heirs, executors, administrators, successors, and assigns of such person
or persons and those claiming through or under them or any of them. The Landlord
shall be liable upon the Landlord's obligations hereunder only while owner of
said premises.
22.07 The Tenant agrees to pay interest to the Landlord on any payments
made after the due dates provided in the lease. Interest on such unpaid rent
shall be calculated at the rate of two (2%) per cent per annum above the then
current prime rate or base
32
rate charged by Citibank, N.A. or its successor (the "Applicable Rate") computed
from the date such payment was due (including any applicable grace period) to
and including the date of payment, which interest shall be deemed to be
additional rent for all purposes in this Lease. The billing and acceptance of
interest payments by the Landlord shall not be a waiver by the Landlord of the
other rights and remedies for the Tenant's failure to make punctual payment as
provided herein.
23. NO OPTIONS:
23.01 The submission of this lease for examination does not constitute
a reservation of or option for the demised premises, and this lease becomes
effective only upon execution and delivery thereof by the Landlord.
24. OPTIONS TO RENEW:
24.01 The Landlord hereby covenants and agrees that if, upon the
termination of the original term of this Lease if Tenant is not in default under
any of the material terms, covenants or conditions of this Lease on Tenant's
part to be observed or performed beyond any applicable grace period provided for
in this Lease for the curing of such default, the Tenant shall have the option,
upon giving written notice of its exercise thereof six (6) months prior to the
end of the initial term, to further extend the term of the Lease for an
additional term of five (5) years (the First Option Period) upon the same terms
and conditions herein contained, except
33
that the rental as provided in Article 3 shall be calculated as hereinafter
provided. Upon the termination of the first option period, if Tenant is not in
default under any of the material terms, covenants or conditions of this Lease
on Tenant's part to be observed or performed beyond any applicable grace period
provided for in this Lease for the curing of such default, the Tenant shall have
the option, upon giving written notice of its exercise thereof six (6) months
prior to the end of the first option period, further to extend the term of the
Lease for an additional term of five (5) years upon the same terms and
conditions herein contained, except that the rental as provided in Article 3
shall be calculated as hereinafter provided, and there shall be no further
options to extend the Lease. During the option periods, rental shall be adjusted
(hereinafter referred to as the "Adjustment"), effective as of the commencement
of any extension of the Term of this Lease, to reflect any increase in the cost
of living based upon the "Consumer Price Index for Urban Wage Earners and
Clerical Workers, Northeast. All items - (1982-84 = 100)" (hereinafter referred
to as the "Index") published by the Bureau of Labor Statistics of the United
States Department of Labor. The Adjustment shall be calculated by multiplying
the rental in effect during the first month of the Original Term by a fraction,
the numerator of which shall be the Index for the month in which commences each
extension of term (or the nearest reported preceding month), and the
34
denominator of which shall be the corresponding Index for the first full month
of the initial term hereof.
25. BROKERAGE:
25.01 A. Tenant warrants and represents that it has not dealt with any
realtor, broker or agent, in connection with the negotiation of this Lease, and
agrees to pay and to hold Landlord harmless from any cost, expense or liability
(including costs of suit and reasonable attorneys' fees) for any compensation,
commission or charges claimed by any broker with respect to this Lease arising
as a result of the acts of Tenant.
B. Landlord warrants and represents that it has not dealt with
any realtor, broker or agent, in connection with the negotiation of this Lease
and agrees to pay and to hold Tenant harmless from any cost, expense or
liability (including costs of suit and reasonable attorneys' fees) for any
compensation, commission or charges claimed by any broker with respect to this
Lease, arising as a result of the acts of Landlord.
26. LEASE STATUS:
26.01 Upon request of either party hereto, the other party will execute
and deliver an instrument, in recordable form, stating, if the same be true,
that this Lease is a true and exact copy of the Lease between the parties
hereto, that there are no amendments hereof (or stating what amendments there
may be), that the same is then in full force and effect and that, to the best of
35
such party's knowledge, there are then no offsets, defenses or counterclaims
with respect to the payment of rent reserved hereunder or in the performance of
the other terms, covenants and conditions hereof to be performed by either party
hereto, and that as of such date no default has been declared hereunder by
either party hereto and that such party at the time has no knowledge of any fact
or circumstance which it might reasonably believe would give rise to a default
by either party.
27. HOLDOVER:
27.01 After the expiration of the term of this Lease if not extended,
or extended term, if extended, if Tenant shall continue in possession
thereafter, such possession shall be on a month-to-month basis upon the same
terms of this Lease and in such case Tenant shall continue to pay Fixed Rent (as
so adjusted from the Commencement Date) and additional rent and charges until
terminated at the end of a month by either party upon thirty (30) days' advance
written notice to the other party.
28. QUIET ENJOYMENT:
28.01 Landlord represents and covenants that Landlord has full right,
power and authority to enter this Lease for the term herein granted and Landlord
covenants and agrees with Tenant that upon Tenant paying the Fixed Rent, and
other charges due hereunder, and observing and performing all the terms,
covenants and conditions on Tenant's part to be observed and performed, Tenant
36
may peaceably and quietly enjoy the Demised Premises, free from any
interference, molestation or acts of Landlord or of anyone claiming by, through
or under Landlord, subject, nevertheless, to the terms and conditions of this
Lease.
29. REPRESENTATIONS BY LANDLORD:
29.01. A. Landlord hereby represents to, and covenants with, Tenant as
follows:
(i) Landlord has good and marketable fee simple title to the
Mill and the Demised Premises, subject to no liens or encumbrances other than
easements, rights-of-way, zoning and similar restrictions on the use of property
and minor irregularities of title which do not, individually or in the
aggregate, adversely impair the use of the Demised Premises for the purposes set
forth in this Lease. The representation contained in this subparagraph (i) shall
be true and correct as of this date and the Commencement Date.
(ii) Landlord is duly authorized to execute this Lease.
(iii) During the term of this Lease, Landlord shall not
voluntarily pursue an application for a zoning variance which would adversely
affect Tenant's use of the Demised Premises.
(iv) There has been issued and there remains in effect every
certificate of occupancy or use or other permit currently required for the
existing use and occupancy of the Demised Premises.
37
(v) The Mill and the Demised Premises and the use and
occupancy thereof are in material compliance with all local zoning, land use,
set back or other development and use requirements of all applicable
governmental authorities and all permits.
(vi) The Mill and the mechanical systems and equipment
included in the Demised Premises are structurally sound, in good operating
condition and repair (normal wear and tear excepted) and do not require material
repairs.
30. RIGHT TO CONTEST:
30.01 So long as the actions of Tenant shall not result in a penalty
being imposed against Landlord, or subject the Mill to forfeiture, Tenant shall
have the right to contest or review any regulation, by-law, order, statute,
assessment or similar item imposed by any governmental authority having
jurisdiction over the Mill or the Demised Premises ("order") by legal
proceedings or in such manner as Tenant may deem advisable and may have any such
order cancelled, removed or revoked, without actual compliance therewith. If any
such actions or proceedings are instituted by Tenant, they shall be instituted
and conducted diligently and in good faith at the expense of the Tenant and free
of expenses to the Landlord.
31. SELF-HELP; RENT ABATEMENT:
31.01 If, for any reason (other than damage or destruction otherwise
provided for pursuant to Article 10 hereof), including,
38
without limitation, "Force Majeure" delays, there is a failure to make any
repair or replacement, or to perform any other obligation of Landlord under this
Lease, and as a result thereof the conduct of Tenant's normal business
operations in the Demised Premises (or a material portion thereof) shall be
materially impaired (any or all of the foregoing hereinafter sometimes referred
to as an "Interruption"), and, after notice thereof by Tenant to Landlord,
Landlord does not with reasonable dispatch commence action to remedy such
interruption, or if so commenced, does not continue such action with reasonable
diligence, and complete the same with reasonable dispatch (or, in the case of
emergency, within two (2) days), then, in any such event, and upon the giving of
five (5) days' written notice to Landlord (or, in the case of emergency, upon
the giving of such notice, oral or written, as may be reasonable under the
circumstances), Tenant shall have the right (but not the obligation) to make any
such repairs or replacements that Landlord shall have failed to make, or to
perform such other obligation of Landlord as Landlord shall have failed to
perform, as Landlord's agent, and Tenant may deduct the reasonable costs thereof
(with interest at the Applicable Rate from the date of expenditure to the date
that such cost plus interest shall have been fully deducted) from any rents
payable to Landlord.
32. ARBITRATION:
39
32.01 Any controversy or claim arising out of, or relating to this
Lease or the breach thereof, shall be settled by arbitration, in accordance with
the Commercial Arbitration Rules, then obtaining, of the American Arbitration
Association at Boston, Massachusetts, or such other site as agreed by the
parties and judgment upon the award rendered may be entered in any Court having
jurisdiction thereof.
IN WITNESS WHEREOF, the said Landlord and Tenant have hereunto and to a
duplicate original hereof, interchangeably set their hands and seals on the day
and date first set forth above, by their property officers hereunto duly
authorized.
Signed and sealed
in the presence of:-
XXXXX REALTY TRUST
By:
------------------------------------ ------------------------------------
, TRUSTEE
ARIS INDUSTRIES, INC.
By:
------------------------------------ ------------------------------------
40
AGREEMENT OF LEASE
By and Between
XXXXX REALTY TRUST
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxxxxx
and
ARIS INDUSTRIES, INC.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
41
TABLE OF CONTENTS
-----------------
DEMISED PREMISES....................................... PAGE 1
TERM................................................... PAGE 2
RENT................................................... PAGE 2
USE OF PREMISES ....................................... PAGE 3
TAXES, WATER AND SEWER................................. PAGE 4
INSURANCE.............................................. PAGE 6
SERVICES............................................... PAGE 8
ALTERATIONS............................................ PAGE 9
REPAIRS AND COST OF MAINTENANCE PERSONNEL.............. PAGE 11
DESTRUCTION BY FIRE OR OTHER CASUALTY.................. PAGE 12
SIGNS.................................................. PAGE 15
UTILITIES.............................................. PAGE 16
ASSIGNMENT OF LEASE ................................... PAGE 16
ELEVATORS.............................................. PAGE 21
LANDLORD'S RIGHT TO ENTER UPON THE PREMISES............ PAGE 21
LANDLORD NOT LIABLE FOR DEFECTS........................ PAGE 22
LIABILITY FOR INJURY................................... PAGE 22
COVENANTS TO PAY RENT, ETC., DEFAULT................... PAGE 22
FIXTURES............................................... PAGE 24
SURRENDER.............................................. PAGE 26
WAIVER OF BREACH, ETC.................................. PAGE 27
MISCELLANEOUS.......................................... PAGE 27
NO OPTIONS ............................................ PAGE 30
OPTIONS TO RENEW....................................... PAGE 30
BROKERAGE ............................................. PAGE 32
LEASE STATUS........................................... PAGE 32
HOLDOVER............................................... PAGE 33
QUIET ENJOYMENT ....................................... PAGE 33
REPRESENTATIONS BY LANDLORD............................ PAGE 34
RIGHT TO CONTEST....................................... PAGE 35
SELF-HELP; RENT ABATEMENT ............................. PAGE 35
ARBITRATION............................................ .PAGE 36
42
