EXHIBIT 10.6
COMMERCIAL BUILDING LEASE
Agreement of Lease made as of the 1st day of May 1999 (the "Effective
Date") by and between Property Management Partners, Inc., a Massachusetts
corporation with an address of 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000
(referred to as "Sublandlord"), and C-Bridge Internet Solutions, Inc., a
Delaware corporation with an address of 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 (hereinafter referred to as "Subtenant").
WHEREAS, Xxxx X. Xxxxxxx, Xx. as trustee under a Declaration of Trust dated
April 14, 1980 and recorded with the Middlesex South District Registry of Deeds
at Book 13951, Page 54 (the "Landlord") has leased the Premises (as defined
below) to Sublandlord; and
WHEREAS, Sublandlord and Subtenant desire that Subtenant shall sublease the
Premises on the terms and conditions set forth herein.
NOW THEREFORE, In consideration of the mutual covenants contained herein
and other valuable consideration received, and with the intent to be legally
bound, Sublandlord and Subtenant agree as follows:
1. PREMISES. Sublandlord hereby demises and leases unto Subtenant and
Subtenant hereby accepts from Sublandlord, subject to the conditions hereinbelow
set forth, a portion consisting of approximately 28,159 (twenty-eight thousand
one hundred fifty-nine) square feet of the commercial building located at 000
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 and an a adjacent parking area of
approximately 23,500 (twenty-three thousand five hundred) square feet, as set
forth on Exhibit A hereto (hereinafter called "the Premises"). Sublandlord
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leases to Subtenant the Premises, together with all easements, rights or
privileges necessary in connection with the use of the Premises for the
Permitted Use, as defined below. This Lease also includes all fixtures,
equipment, and personal property in the Premises. Sublandlord is delivering the
Premise in an "As-Is" condition.
2. TERM. TO HAVE AND TO HOLD, the Premises for a term commencing on the
Effective Date and ending on the fifth anniversary thereof (the "Initial Term")
unless sooner terminated or extended as hereinafter provided.
3. RENT OPERATING EXPENSES AND CAPITAL EXPENSES
3.1. BASIC RENT. From and after the Effective Date, Subtenant shall pay
to Sublandlord without deduction or offset, monthly rent as follows:
May 1, 1999 to April 1, 2000: $46,932.00 (Forty-Six Thousand Nine Hundred
Thirty-Two Dollars)
May 1, 2000 to April 1, 2001: $48,105.00 (Forty-Eight Thousand One Hundred
Five Dollars)
May 1, 2001 to April 1, 2002: $49,278.00 (Forty-Nine Thousand Two Hundred
Seventy-Eight Dollars)
May 1, 2002 to April 1, 2003: $50,451.00 (Fifty Thousand Four Hundred
Fifty-One Dollars)
May 1, 2003 to April 1, 2004: $51,624.00 (Fifty-One Thousand Six Hundred
Twenty-Four Dollars)
(collective, the "Basis Rent") each monthly installment payable on the
first day of each month during the term of this Lease to the Sublandlord at
000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 or at such other address
as Sublandlord may specify in writing to Subtenant. No demand, notice or
invoice shall be required for the payment of Basic Rent. An installment of
rent in the amount of one (1) full month's Basic Rent shall be delivered to
Sublandlord concurrently with Subtenant's execution of this Lease and shall
be applied against the Basic Rent first due hereunder. Balances due to
Sublandlord not received when due shall bear interest at a rate of 1
percent per calendar month or fraction thereof until received.
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3.2. OPERATING EXPENSES.
(a) Subtenant shall pay when due directly to those third parties
rendering appropriate invoices "Building Costs" and "Property Taxes,"
as those terms are defined below. For convenience of reference,
Property Taxes and Building Costs shall be referred to collectively as
"Operating Expenses."
(b) Even though the Lease has terminated and the Subtenant has
vacated the Premises, Subtenant shall pay for all Operating Expenses
accrued up to the date of such termination and vacation, (cf)
The term "Building Costs" shall include all expenses of operation and
maintenance of the Premises to the extent such expenses are not billed
to and paid directly by Subtenant, and shall include the following
charges by way of illustration but not limitation: water and sewer
charges; insurance premiums; license, permit, and inspection fees;
heat; light; power; air conditioning; supplies; materials; equipment;
tools; the reasonable cost of any environmental, insurance, tax, or
other consultant utilized by Sublandlord in connection with the
Premises; establishment of reasonable reserves for replacements and/or
repair of equipment and supplies; and costs incurred in connection
with compliance of any laws or changes in laws applicable to the
Premises enacted after the Effective Date. It is understood that
Building Costs shall include competitive charges for direct services
provided by any subsidiary or division of Sublandlord.
(d) The term "Property Taxes" as used herein shall include the
following: (i) all real estate taxes or personal property taxes, as
such property taxes may be reassessed from time to time; and (ii)
other taxes, charges and assessments which are levied with respect to
this Lease or to the Premises, and any improvements, fixtures and
equipment and other property of Sublandlord located on the Premises,
except that general net income and franchise taxes imposed against
Sublandlord shall be excluded; and (iii) all assessments and fees for
public improvements, services, and facilities and impacts thereon;
(iv) any tax, surcharge or assessment which shall be levied in
addition to or in lieu of real estate or personal property taxes; and
(v) costs and expenses incurred in contesting the amount or validity
of any Property Tax by appropriate proceedings. If, by applicable law,
any taxes or assessments may be paid in installments at the option of
the taxpayer, then whether or not Sublandlord elects to pay such taxes
or assessments in installments, Subtenant's liability for such taxes
shall be computed as if such election had been made and only the
installments thereof which would have become due during the Term of
this Lease shall be included within the definition of Property Taxes.
(e) Subtenant shall have the right to audit all invoices for Operating
Expenses rendered to it for payment.
3.3 CAPITAL EXPENSES. On January 3, 2000, Subtentant shall pay to
Sublandlord $1,375,000.00 (One Million Three Hundred Seventy Five
Thousand Dollars), such sum to be used by Sublandlord for such capital
improvements or material repairs as the Premises may need from time to
time during the Term or any extension thereof. However, any portion
of this payment not so spent during the Term or any extension thereof
shall not be refunded to Subtenant.
4. EXTENSION. After the Initial Term, if Subtenant holds over and Basic Rent
and Operating Expenses are accepted by Sublandlord, a month to month tenancy
only shall be created which will otherwise be governed by the terms and
conditions of this Lease. During such a month-to-month tenancy, Sublandlord and
Subtenant may from time to time negotiate a new rental price, which price may
not be increased more frequently than every 12 months and which will not affect
the month-to-month nature of the tenancy.
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5. USE.
5.1 The Premises shall be used by Subtenant solely for office space and
the rendering of
educational services and training and for activities incidental thereto (the
"Permitted Use"). Subtenant may not use the Premises for any other purpose
without obtaining the prior written consent of Sublandlord.
5.2 Regardless of whether his employment by the Subtenant continues,
Xxxxxxxxx Xxxx X. Xxxxxxx shall have the right to use the Premises for the
Permitted Use in substantially the same manner as he has prior to the Term.
6. FACILITIES MANAGEMENT AGREEMENT. To induce Sublandlord to enter into this
Lease and as a condition hereof, Sublandlord and Subtenant shall enter into a
Facilities Management Agreement (the "FMA") in the form attached hereto as
Exhibit A.
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7. SUBLETTING AND ASSIGNMENT
7.1 Upon the terms and condition set forth in this section 7, Subtenant may
assign this entire Lease or sublet the entire Premises to any
financially responsible party, subject, however, to all of the
provisions of this Lease and section 7.3 below.
7.2 For the purposes of this Lease, any transfer of more than 49 percent of
the ownership interests in Subtenant (considered on an aggregate basis
from the current ownership structure of Subtenant) prior to the
effective date of a Registration Statement on Form S-1 filed by
Subtenant pursuant to the Securities Act of 1933, as amended. shall be
deemed to be an assignment requiring the consent of Sublandlord.
7.3 Subtenant may assign this Lease or sublet the Premises subject to
Sublandlord's prior written consent, which consent shall not
unreasonably be withheld, on the basis of the following terms and
conditions:
(i) It is agreed that any assignment or sublease of any kind executed
by Subtenant from time to time, or the acceptance of Basic Rent or
Operating Expenses from such assignee or subtenant, shall not affect
the obligations of Subtenant hereunder, and in no event and under no
circumstances shall same release or discharge Subtenant from its
obligations as Subtenant under this Lease and Subtenant shall be remain
liable for the observance of all of the covenants and provisions of
this Lease, including but not limited to paying the Basic Rent and
Operating Expenses throughout the term of this Lease or any extension
hereof. The acceptance, in and of itself, of any Basic Rent and
Operating Expenses from any subtenant and/or assignee shall not be
deemed a waiver of this covenant, or release Subtenant from its
obligations hereunder.
(ii) Subtenant herewith guarantees to Sublandlord the prompt payment
all Basic Rent and Operating Expenses, including any Basic Rent and
Operating Expenses which shall become due and owing to Sublandlord from
any assignee or subtenant and the full performance of said assignee or
subtenant of all the covenants, conditions, terms, and obligations of
this Lease. Subtenant further warrants Sublandlord that if any assignee
shall fail to pay any installment of Basic Rent or Operating Expenses
when due, Subtenant, upon receipt of ten (10) days written notice
thereof from Sublandlord, shall pay and satisfy all of the arrearages
Basic Rent or Operating Expenses.
(iii) The assignee or subtenant shall actually take occupancy of the
Premises.
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8. SUBTENANT'S TAX OBLIGATION.
Subtenant shall discharge when due all real estate taxes, ordinary and special
assessments and other governmental charges levied on or which would become a
lien upon the land or building in which the Premises are located.
9. INSURANCE
9.1 Subtenant, at its sole cost and expense, but for the mutual benefit of
Sublandlord and Subtenant, shall keep the Premises insured during the
term of this Lease, against loss or damage by fire and against loss or
damage by other risks now or hereafter embraced by "Extended
Coverage," so-called, in amounts equal to "full replacement cost,"
being the cost of replacing the building and parking lot on the
Premises.
9.2 Subtenant shall, at Subtenant's sole cost and expense, but for the
mutual benefit of Sublandlord and Subtenant, maintain general public
liability insurance against claims for personal injury, death or
property damage occurring upon, in or about the Premises, such
insurance to afford protection to the limit of not less than
$2,000,000.00 in respect to injury or death to a single person and to
the limit of not less than $1,000,000.00 in respect to any one
accident, and to the limit of not less than $500,000.00 in respect to
property damage.
9.3 All policies of insurance shall provide that the proceeds thereof
shall be payable to or inure to the benefit of the Sublandlord as co-
insured and loss payee and the Subtenant and, if the Sublandlord so
requires, also be payable to the holder of any first mortgage to which
this Lease shall become subordinate. All policies of insurance shall,
to the extent obtainable, provide that any loss shall be payable
notwithstanding any act of negligence of the Subtenant which might
otherwise result in forfeiture of said insurance.
9.4 All policies of insurance shall be written with companies reasonably
satisfactory to the Sublandlord and authorized to do business in the
Commonwealth of Massachusetts and shall contain an agreement by the
insurer that such policy shall not be cancelled without at least
thirty (30) days prior written notice to Sublandlord.
10. SUBLANDLORD'S INTEREST. Sublandlord has the right to assign or
transfer any and all rights, title and interest under this Lease. This Lease
shall be binding upon and shall inure to the benefit of the parties and their
respective heirs, legal representatives, successors and assigns, provided,
however, that if Landlord sells the Premises or the Sublandlord assigns its
interest in the Premises, Sublandlord may, at its sole option, be released from
all liabilities under this Lease, and the purchaser in either case, shall be
deemed to have assumed all of the obligations and liabilities of Sublandlord
under this Lease.
11. REPAIRS AND MAINTENANCE.
11.1 Sublandlord shall not have any obligation to make any repairs or
alterations to the
Premises or any part thereof, except as otherwise expressly provided
herein. Throughout the Initial Term and any extension thereof,
Subtenant covenants and agrees to maintain the Premises and all
additions and improvements made upon them in such repair, order and
condition as the same are in at the commencement of said term or may
be put in by Sublandlord during the continuance thereof, reasonable
wear and tear, damage by fire or any other casualty, taking by eminent
domain, and items which Sublandlord is expressly obligated to repair
only excepted. Without limiting the generality of the foregoing,
Sublandlord shall be responsible for interior maintenance and repairs,
cleaning of the parking lot and trash removal.
11.2 Subject to section 11.1 hereof, Sublandlord covenants and agrees that
Sublandlord will make at its own expense all necessary repairs and
replacements to the exterior physical structure of the Premises so
that the Premises will comply with applicable law and any
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other required structural repairs and replacements to the Premises.
Structural repairs and replacements shall mean and include repairs and
replacements to the roof and exterior walls of the Premises and to
major items of equipment such as HVAC equipment. Sublandlord also
covenants and agrees that Sublandlord will make all necessary repairs
relating to paving of the parking lot, except in the case of major
damage caused by Subtenant.
12. TENANT'S IMPROVEMENTS.
12.1 After the prior written consent of the Sublandlord, which
shall not be unreasonably withheld, Subtenant may install in the
Premises such fixtures (trade or otherwise) and equipment as Subtenant
deems desirable and all of said items shall remain Subtenant's
property and Subtenant may remove, and/or replace, said fixtures and
equipment, in the Premises, at any time and from time to time during
the Initial Term or any extension thereof. Sublandlord shall not
mortgage, pledge or encumber said fixtures or equipment. Subtenant
shall make all repairs or replacement at Subtenant's expense in
connection with the removal of any fixtures or equipment installed as
provided in this paragraph.
12.2 All signs, counters, shelving, trade and light fixtures, contents, and
other equipment, which may at any time be installed or placed in or
upon the Premises, by or at the expense of Subtenant, are and shall
remain the property of Subtenant, and Subtenant shall remove the same
and repair all damage to the Premises caused by such installation or
removal prior to or at the expiration date of the Initial Term or any
extension thereof.
13. SIGNS. Subtenant shall have the right to install, maintain and replace, at
its own cost and expense, after the prior written consent of Sublandlord in each
instance, such signs on the Premises and in common areas such as driveways,
parking areas and sidewalks as it determines, provided the same shall be in
compliance with all laws, orders, rules and regulations of all governmental
authorities having jurisdiction thereof.
14. DAMAGE OR DESTRUCTION. If the Premises shall be damaged or destroyed by
fire or other cause, the same shall be repaired or replaced or restored to the
condition the same were in immediately preceding such fire or other cause by,
and at the expense of, Sublandlord, but only to extent that Sublandlord has
received insurance proceeds sufficient therefor, and the Basic Rent or Operating
Expenses and any other charges shall, until such repairs have been made, be
abated as to the part of the Premises which is unusable by Subtenant on a just
and equitable basis. Such repairs shall be made promptly subject to reasonable
delay which may arise by reason of adjustment of insurance on the part of
Sublandlord and for delay on account of labor troubles or any other cause beyond
Sublandlord's control. Sublandlord shall not be liable for any inconvenience or
annoyance to Subtenant or injury to the business of Subtenant resulting from
delays in repairing such damage, except that Sublandlord agrees to use its best
efforts to procure such insurance proceeds and to repair such damage
expeditiously, and except that Sublandlord shall not unreasonably interfere with
Subtenant's business in making such repairs. If the common areas are totally
damaged or are rendered wholly untenantable by fire or other cause so that they
cannot reasonably be expected to be restored or rebuilt within a four (4) month
period, either Sublandlord or Subtenant may within thirty (30) days of the
occurrence of such damage, terminate this Lease upon thirty (30) days prior
notice in writing to the other. Notwithstanding anything to the contrary in
this Lease contained, if Sublandlord shall not have completed repair of such
damage within four (4) months from the occurrence of such fire or other
casualty, Subtenant may terminate this Lease by written notice to Sublandlord
and thereafter this Lease shall be of no further force or effect. Upon the
termination of this Lease under the condition herein provided for, Subtenant's
liability for Basic Rent or Operating Expenses accruing thereafter shall cease
as of the day following the casualty. Sublandlord shall not be obligated to
expend funds to repair or replace the common areas in an amount in excess of the
insurance proceeds received as a result of such damage or destruction.
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15. DELIVERY OF POSSESSION. If Sublandlord is unable through no fault of its
own to deliver possession of the Premises to Subtenant on the Effective Date,
this Lease will continue in effect, but Basic Rent or Operating Expenses and
other amounts will be prorated according to when possession is given to
Subtenant. The term of this Lease will not be extended by any such delay. If
Sublandlord is unable to deliver possession within 30 days of the Effective
Date, either Sublandlord or Subtenant may terminate this Lease and all payments
made will be returned to Subtenant and all obligations of the parties will
cease. Sublandlord will not be liable for any damages for such delay or failure
to deliver.
16. QUIET POSSESSION. Sublandlord represents and warrants to Subtenant that
Sublandlord has the lawful right and authority to enter into this Lease for the
entire term hereof. Sublandlord covenants and agrees that Subtenant, upon
performance of its obligations under this Lease, shall peaceably and quietly
have, hold and enjoy the Premises throughout the Initial Term and all extensions
thereof.
17. FORCE MAJEURE.
17.1 Neither party will be liable to the other for any delay or failure in
the performance of any of its obligations herein when due to labor
disputes, inability to obtain materials or services, wars,
governmental laws or restrictions, weather, acts of God or of the
Public Enemy, or any other cause beyond the reasonable control of such
party, provided, however, that this section shall not excuse Subtenant
from the prompt payment of Basic Rent or Operating Expenses or any
other amount due herein.
17.2 IN NO EVENT SHALL SUBLANDLORD EVER BE LIABLE TO SUBTENANT FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY SUBTENANT FROM
WHATEVER CAUSE.
18. COMPLIANCE WITH LAW. Subtenant, at its sole expense, shall comply with all
present and future laws, ordinances, regulations and requirements of any
federal, state or local authority relating to Subtenant's use of the Premises.
Subtenant covenants not to commit any nuisance on the Premises; will not
overload the Premises, will not carry on any business, trade or occupation upon
the Premises or make any use thereof which shall be unlawful or offensive or
contrary to any law or ordinance for the time being in force. Subtenant will
not do any act upon the Premises which will make them uninsurable against fire
or which is liable to increase the premium for fire insurance on the Premises
over the normal premium for the stipulated use of the Premises. If such
premiums are increased, Subtenant shall pay the amount of such increase.
Subtenant will keep the Premises equipped with all safety appliances required by
law or ordinance, or any order or regulation of any public authority because of
the use made of the Premises.
19. RULES AND REGULATIONS. Subtenant shall comply with all rules and
regulations currently in effect or which Sublandlord may hereafter adopt for the
safety, care and orderly operation of the Premises and for the benefit and
comfort of other tenants or neighbors. The current rules and regulations, if
any, are attached hereto and made a part of this Lease.
20. CONDEMNATION. If the entire building in which the Premises are located is
acquired or condemned by the power of eminent domain by any public or other
authority, then this Lease will terminate upon the date such taking becomes
effective. Basic Rent or Operating Expenses and other payments will be
apportioned as of such date. If any part of the Premises or building containing
the Premises is so acquired or condemned so as to render the Premises unsuitable
for the use for which the same are leased, then this Lease may be terminated by
either party upon thirty (30) days written notice to the other. Basic Rent or
Operating Expenses and other payments will be apportioned between the parties as
of the date of termination. If this Lease is not so terminated, then Basic Rent
or Operating Expenses and other payments will be abated according to the nature
and extent of the area taken. All damages awarded for such taking shall belong
to and be the exclusive property of Sublandlord. Subtenant agrees to sign such
further instruments of assignment as Sublandlord may reasonably request to
accomplish the foregoing. Provided, however, that any damages awarded for
moving expenses or Subtenant's fixtures, improvements or equipment shall belong
to Subtenant.
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21. INDEMNIFICATION.
21.1 Subtenant shall indemnify and hold Sublandlord harmless from any and
all claims, loss, damages, liens, expenses, including reasonable
attorney's fees, and liabilities of whatever nature, arising out of or
relating to (i) any default by Subtenant in the performance or
observance of any covenant, term or condition of this Lease, (ii) loss
or damage to any property or injury or death to Subtenant or any
person occurring on or about the Premises due to any cause other than
Sublandlord's or Landlord's negligence, and (iii) Subtenant's use and
occupancy of the Premises.
21.2 Sublandlord shall indemnify and hold Subtenant harmless from any and
all claims, loss, damages, liens, expenses, including reasonable
attorney's fees, and liabilities of whatever nature, arising out of or
relating to any default by Sublandlord in the performance or of any
covenant, term or condition of this Lease.
22. DEFAULTS AND REMEDIES
22.1 Subtenant shall be in default hereunder upon the occurrence of any
of the following mentioned events, in which case Sublandlord may avail
itself of any or all remedies provided for in this section:
(i) if Subtenant is delinquent in the due and punctual payment of any
installment of Basic Rent or Operating Expenses which shall
become due and owing to Sublandlord hereunder for the space of
twenty-five (25) days after such Basic Rent or Operating Expenses
shall become due and payable;
(ii) if Subtenant allows the Premises to become vacant for more than
30 days coupled with nonpayment of Basic Rent or Operating
Expenses, or if the Subtenant allows the Premises to be used for
a purpose other than the use permitted hereunder;
(iii) if the Subtenant suffers, allows or causes any construction lien
or any other lien of record (the "Lien") to be imposed against
the Premises and said Lien is not discharged of record or bonded
by a reputable surety authorized to do business in the
Commonwealth of Massachusetts within thirty (30) days from the
date of filing;
(iv) if Subtenant shall in any way violate any law, regulation or
ordinance materially affecting the Premises or the use thereof
and such violation is not cured within thirty (30) days from the
date of written notice from Sublandlord to Subtenant of such
violation;
(v) if the Subtenant is delinquent in the performance of or
compliance with any of the other material covenants, agreements
and conditions contained herein for a period of thirty (30) days
after written notice thereof from Sublandlord to Subtenant;
(vi) if Subtenant shall make an assignment for the benefit of its
creditors;
(vii) if any petition shall be filed by or against Subtenant in any
court, whether or not pursuant to any statute of the United States
or of any state, in any bankruptcy, reorganization, composition,
extension, arrangement or insolvency proceedings and with respect
to a petition filed against Subtenant the same is not dismissed
within sixty (60) days thereafter; or
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(viii) if, in any proceedings, a receiver or trustee be appointed for all
or any portion of Subtenant's property and with respect to a
petition filed against Subtenant the same is not dismissed within
sixty (60) days thereafter.
22.2 Upon the occurrence of an event of default, Sublandlord, at any time
thereafter, may give written notice to Subtenant specifying such event
of default and stating that this Lease shall expire on the date
specified in such notice, which date shall be at least ten (10) days
from Subtenant's receipt of such notice, and if Subtenant does not
cure the default within such 10 day period, or if such default is not
curable within such ten (10) day period, Subtenant has not commenced
to cure such default and continued to diligently pursue cure until
completion, then upon the date specified in such notice this Lease and
all rights of the Subtenant hereunder shall terminate.
22.3 Upon the expiration of this Lease, pursuant to Section 22.2 hereof,
the Subtenant shall peacefully surrender the Premises to Sublandlord
and Sublandlord upon or at any time after such expiration may, without
further notice, re-enter the Premises and repossess it by summary
proceedings, or ejectment and may dispossess the Subtenant and remove
the Subtenant and all other persons and property from the Premises and
may have, hold and enjoy the Premises and the right to receive all
rental income therefrom.
22.4 In any case where Sublandlord has recovered possession of the Premises
by reason of Subtenant's default, Sublandlord may, at Sublandlord's
option, occupy the Premises or cause the Premises to be redecorated,
altered, divided, consolidated with other adjoining premises, or
otherwise changed or prepared for reletting, and may relet the
Premises or any part thereof or otherwise, for a term or terms to
expire prior to, at the same time as, or subsequent to, the original
expiration date of the Lease, and receive the Basic Rent or Operating
Expenses therefor. Basic Rent or Operating Expenses so received shall
be applied first to the payment of such reasonable expenses as
Sublandlord may have incurred in connection with the recovery of the
reletting, including brokerage and reasonable attorney's fees, and to
the costs and expenses of performance of the other covenants of
Subtenant as herein provided.
22.5 No such expiration of this Lease pursuant to Article 22.2 hereof or
entry by Sublandlord or its agents shall relieve Subtenant of its
liability and obligations under this Lease and such liability and
obligations shall survive any such expiration. In the event the
Sublandlord shall thereafter relet the premises, the Sublandlord shall
immediately notify Subtenant of same and Subtenant shall thereupon be
entitled to repayment or credit from Sublandlord for all net rental
actually collected, less any expenses incurred by Sublandlord.
22.6 Sublandlord shall use reasonable and prudent efforts to relet the
Premises. If Sublandlord shall thereafter relet the Premises,
Subtenant shall be entitled to a credit from Sublandlord against the
Basic Rent or Operating Expenses due hereunder for all rental
collected, less any expenses incurred by the Sublandlord with respect
to the reletting, including cost of retrofit and tenant finish work,
brokerage fees and legal expenses. If Sublandlord elects pursuant
hereto, actually to occupy and use the Premises or any part thereof
during any part of the balance of the Initial Term or extension
thereof, there shall be allowed against Subtenant's obligations for
Basic Rent or Operating Expenses or damages as herein defined, during
the period of Sublandlord's occupancy the reasonable value of such
occupancy, not to exceed in any event, the Basic Rent or Operating
Expenses due hereunder and such occupancy shall not be construed as a
release of Subtenant's liability hereunder.
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23. NO WAIVER. One or more waivers of any covenant or condition by
Sublandlord or Subtenant shall not be construed as a waiver of a subsequent
breach of the same or any other covenant or condition, and the consent or
approval by Sublandlord requiring the other party's consent or approval to or of
any similar subsequent act. The failure of either party to seek redress for
violation of, or to insist upon strict performance of, any term, covenant or
condition in this Lease shall not prevent a similar subsequent act from
constituting a default under this Lease.
24. REMEDIES CUMULATIVE. To the extent permitted by law, the rights and
remedies of Sublandlord herein are cumulative, and the exercise of any one of
them will not be deemed to be in exclusion of any other. The rights and
remedies herein are in addition to any other rights and remedies available to
Sublandlord at law or equity.
25. RIGHT TO CURE OTHER'S DEFAULT. If either Sublandlord or Subtenant fails
to perform any covenant, term or condition of this Lease, the other party may,
after giving reasonable notice, perform such covenant, term or condition and
expend whatever sums may be necessary. All sums expended shall be repaid on
demand. This performance shall not waive any rights or remedies which either
party may have against the other for such default.
26. SUBORDINATION OF LEASE. This Lease shall be subject and subordinate
in all respects to all
mortgages to recognized lending institutions which may hereafter affect the
Premises and each and every of the advances which have heretofore been made or
which may hereafter be made thereunder, and to all renewals, modifications,
consolidations, replacements and extensions thereof. Subtenant agrees to
execute such instruments of subordination in confirmation of the foregoing
agreement as such holder may request. Subtenant hereby appoints such holder as
Subtenant's attorney-in-fact to execute such subordination agreements upon
default of Subtenant in complying with such holder's request. Sublandlord
agrees to attempt in good faith to obtain a non-disturbance agreement from any
such mortgagee in favor of Subtenant.
27. SURRENDER AND HOLDING OVER. No surrender of the Premises or this Lease
shall be
effective unless accepted in writing by Sublandlord. At the expiration or
sooner termination of this Lease, Subtenant will remove its effects and
peaceably deliver possession of the Premises to Sublandlord in as good repair
and condition as they were at the commencement of this Lease, ordinary wear and
tear excepted. Any property left on the Premises after Subtenant vacates or
abandons the Premises shall be deemed abandoned and Sublandlord may remove,
store and/or dispose of the same as it sees fit, subject to applicable law.
28. NOTICES. Every notice, approval, consent or other communication authorized
or required by this Lease shall not be effective unless delivered personally or
in writing and sent by United States registered or certified mail, return
receipt requested, or by reputable overnight courier directed to the address
listed above or such other address as either party may designate by notice from
time to time.
29. ENTIRE AGREEMENT. The parties acknowledge that they have read and
understand the terms of this Lease. This Lease contains the entire agreement
and understanding between the parties regarding the Premises and is subject to
no agreements, conditions or representations that are not expressly set forth
herein, except for the FMA. This Lease may only be amended by a writing signed
by both Sublandlord and Subtenant.
30. INVALIDITY OF CERTAIN PROVISIONS. If any provision of this Lease shall be
invalid or unenforceable, the remaining provisions of this Lease shall not be
affected thereby and each and every provision of this Lease shall be enforceable
to the fullest extent permitted by law.
31. CAPTIONS. The captions in this Lease are inserted only for
convenience and in no way construe or interpret the provisions hereof or affect
their scope or intent.
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32. NET LEASE. It is understood and agreed that Subtenant, during the term
hereof, is to do all things and make all payments connected with the Premises or
arising out of any occupation of the Premises or any part thereof or its
appurtenances, except as otherwise expressly provided in this Lease, and under
no condition or contingency is Sublandlord to be called upon to do or perform
any act or action or be subject to any liability or responsibility or to make
any payments with respect to the Premises or any part thereof, except as
otherwise expressly provided in this Lease, all so that this Lease shall yield
net to the Sublandlord the Basic Rent specified in this Lease, except as
otherwise expressly provided in this Lease.
33. RIDERS. The riders and exhibits, if any, attached hereto are made a part of
this Lease.
33. GOVERNING LAW. This Lease shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
WITNESS the execution hereof under seal as of the day and year first written
above.
SUBLANDLORD:
PROPERTY MANAGEMENT PARTNERS, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Xxxxxx Xxxxxxxx
President
SUBTENANT:
C-BRIDGE INTERNET SOLUTIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name:
Title:
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