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Exhibit 10.24
ASSIGNMENT OF LEASE DATED OCTOBER 18, 1999
Lease Dated: June 4, 19997
Landlord: Renaissance Acquisitions, LLC as Successor in interest to
260 Delphi Associates, DIP
Tenant/Assignor: Corporate Concepts, Ltd.
Assignee: Real Media, Inc.
Demised Premises: 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx
WHEREAS, Landlord and Tenant/Assignor are parties to a certain Lease for
Demised Premises as described above;
WHEREAS, Xxxxxx/Assignor is desirous of Assigning said Xxxxx to Assignee
and Assignee is desirous of taking said Assignment; and
WHEREAS, the Landlord has agreed to said Assignment on the following terms
and conditions.
NOW THEREFORE, it is hereby agreed between the parties to this Assignment
as follows:
1. The above mentioned lease is hereby assigned to Assignee;
2. The Lease is modified as follows:
a) The base rent set forth in Paragraph 36 is established at
$1,350.00/per month for the balance of the Leasehold;
b) The Water and Sewer Charges as per paragraph 36 of the Lease
shall be $20.80/per month for the balance of the Leasehold;
c) Sprinkler Charges pursuant to paragraph 36 of the Lease shall be
$10.00/per month for the balance of the Leasehold;
d) The Lease is not extended in any manner shape or form, and shall
expire on June 30, 2000;
e) Tenant/Assignor shall deliver the space broom clean, without any
furniture or personal property on or before October 26, 1999;
f) Assignee shall deposit the sum of $2,760.00 as security to be
held in accordance with the terms of the lease by certified
check, along with the first full months rent and any portion of
the month in which possession is given to Assignee, along with
Water, Sewer and Sprinkler Charges, upon execution of this
Agreement. Failure to deliver the funds shall void this
Agreement;
g) Assignee has inspected the Demised Premises and is taking
possession thereof in its "as is" condition. Landlord shall not
be responsible to perform any work whatsoever, nor expend any
monies in connection with this Assignment;
h) In the event that Assignee leaves any property behind, it shall
be the sole responsibility of Assignee to remove same at its sole
expense;
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i) Landlord shall return Tenant/ Assignor's security deposit in the
sum of $2,738.50 upon completion of the Assignment and complete
removal of all furniture, personal property and debris. However,
Landlord may retain any unpaid charges due Landlord from
Tenant/Assignor, currently due in the sum of 80cents for October
1999, rent and additional rent;
j) If there is any excess due Landlord at the time of the Assignment
above the amount currently held as security, Tenant/Assignor must
tender same by certified check at the time of this Assignment or
the Assignment shall be null and void; and
k) Both Tenant/ Assignor and Assignee shall he responsible for all
obligations of the Lease until the end of the Leasehold.
3. A copy of the Lease is annexed hereto. This Assignment incorporates
all terms of said Xxxxx and Assignee agrees to be bound by all terms thereof.
In accordance with the above, the parties signing below agree to all the
above terms.
Dated: October 18, 1999 RENAISSANCE ACQUISITIONS LLC
Landlord
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx, Member
Dated: October 18, 1999 CORPORATE CONCEPTS, LTD.
Tenant/Assignor
By: Xxxx X. Xxxxx
-------------------------
Dated: October __, 1999 REAL MEDIA, INC.,
Assignee
By: /s/ X. Xxxxx
-------------------------
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THIS LEASE made the day of June 4, 1997, between
260 DELPHI ASSOCIATES D.I.P., having an address 000 Xxxxxxxx, Xxx Xxxx, X.X.
hereinafter referred to as LANDLORD, and
CORPORATE CONCEPTS, LTD., having an address at 000 Xxxxx Xxxxxx, Xxx Xxxx, X.X.
hereinafter jointly, severally and collectively referred to as TENANT.
WITNESSETH, that the Landlord hereby leases to the Tenant, and the
Tenant hereby hires and takes from the Landlord Suite 1204
in the building known as 000 Xxxxx Xxxxxx
to be used and occupied by the Tenant Executive & General Offices
and for no other purpose, for a term to commence on July 1, 1997, and to end on
June 30, 2000, unless sooner terminated as hereinafter provided at the ANNUAL
RENT of
SEE ANNEXED RIDER
all payable in equal monthly instalments in advance on the first day of each and
every calendar month during said term, except the first instalment, which shall
be paid upon the execution hereof.
THE TENANT JOINTLY AND SEVERALLY COVENANTS:
FIRST.--That the Tenant will pay the rent as above provided.
SECOND.--That, throughout said term the Tenant will take good care of the
demised premises, fixtures and appurtenances, and all alterations, additions and
improvements to either: make all repairs in and about the same necessary to
preserve them in good order and condition, which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs,
suffer no waste or injury; give prompt notice to the Landlord of any fire that
may occur; execute and comply with all laws, rules, orders, ordinances and
regulations at any time issued or in force (except those requiring structural
alterations), applicable to the demised premises or to the Tenant's occupation
thereof, of the Federal, State and Local Governments, and of each and every
department, bureau and official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection, and to exhibit them for purposes of sale or rental; suffer the
Landlord to make repairs and improvements to all parts of the building, and to
comply with all orders and requirements of governmental authority applicable to
said building or to any occupation thereof; suffer the Landlord to erect, use,
maintain, repair and replace pipes and conduits in the demised premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability, penalties, damages, expenses and judgments
arising from injury during said term to person or property of any nature,
occasioned wholly or in part by any act or acts, omission or omissions of the
Tenant, or of the employees, guests, agents, assigns or undertenants of the
Tenant and also for any matter or thing growing out of the occupation of the
demised premises or of the streets, sidewalks or vaults adjacent thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain unmolested in a conspicuous place
upon the exterior of the demised premises; repair, at or before the end of the
term, all injury done by the installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised premises with all
alterations, additions and improvements in good order and condition.
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THIRD.--That the Tenant will not disfigure or deface any part of the
building, or suffer the same to be done, except so far as may be necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not obstruct, or permit the obstruction of the street or the sidewalk
adjacent thereto; will not do anything, or suffer anything to be done upon the
demised premises which will increase the rate of fire insurance upon the
building or any of its contents, or be liable to cause structural injury to said
building; will not permit the accumulation of waste or refuse matter, and will
not, without the written consent of the Landlord first obtained in each case,
either sell, assign, mortgage or transfer this lease, underlet the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by anybody other than the Tenant and the Tenant's employees, make any
alterations in the demised premises, use the demised premises or any part
thereof for any purpose other than the one first above stipulated, or for any
purpose deemed extra hazardous on account of first risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls, stairway or entrances to the building, and will not erect or
inscribe any sign, signals or advertisements unless and until the style and
location thereof have been approved by the Landlord; and if any be erected or
inscribed without such approval, the Landlord may remove the same. No water
cooler, air conditioning unit or system or other apparatus shall be installed or
used without the prior written consent of Landlord.
IT IS MUTUALLY COVENANTED AND AGREED, THAT
FOURTH.--If the demised premises shall be partially damaged by fire or
other cause without the fault or neglect of Tenant, Tenant's servants,
employees, agents, visitors or licensees, the damages shall be repaired by and
at the expense of Landlord and the rent until such repairs shall be made shall
be apportioned according to the part of the demised premises which is usable by
Tenant. But if such partial damage is due to the fault or neglect of Tenant,
Xxxxxx's servants, employees, agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer, the damages shall be repaired by Landlord
but there shall be no apportionment or abatement of rent. No penalty shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord and/or Tenant, and for reasonable delay on account of
"labor troubles", or any other cause beyond Landlord's control. If the demised
premises are totally damaged or are rendered wholly untenantable by fire or
other cause, and if Landlord shall decide not to restore or not to rebuild the
same, or if the building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such decision, which notice shall be given as in Paragraph Twelve hereof
provided, and thereupon the term of this lease shall expire by lapse of time
upon the third day after such notice is given, and Tenant shall vacate the
demised premises and surrender the same to Landlord. If Tenant shall not be in
default under this lease then, upon the termination of this lease under the
conditions provided for in the sentence immediately preceding, Tenant's
liability for rent shall cease as of the day following the casualty. Tenant
hereby expressly waives the provisions of Section 227 of the Real Property Law
and agrees that the foregoing provisions of this Article shall govern and
control in lieu thereof. If the damage or destruction be due to the fault or
neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.
FIFTH.--If the whole or any part of the premises hereby demised shall be
taken or condemned by any competent authority for any public use or purposes
then the term hereby granted shall cease from the time when possession of the
part so taken shall be required for such public purpose and without
apportionment of award, the Tenant hereby assigning to the Landlord all right
and claim to any such award, then current rent, however, in such case to be
apportioned.
SIXTH.--If, before the commencement of the term, the Tenant be adjudicated
a bankrupt, or make a "general assignment," or take the benefit of any insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's property, or if
this lease or the estate of the Tenant hereunder be transferred or pass to or
devolve upon any other person or corporation, or if the Tenant shall default in
the performance of nay agreement by the Tenant contained in any other lease to
the Tenant by the Landlord or by any corporation of which an officer of the
Landlord is a Director, this lease shall thereby, at the option of the Landlord,
be terminated and in that case, neither the Tenant nor anybody claiming under
the Tenant shall be entitled to go into
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possession of the demised premises. If after the commencement of the term, any
of the events mentioned above in this subdivision shall occur, or if Tenant
shall make default in fulfilling any of the covenants of this lease, other than
the covenants for the payment of rent of "additional rent" or if the demised
premises become vacant or deserted, the Landlord may give to the Tenant ten
days' notice of intention to end the term of this lease, and thereupon at the
expiration of said ten days' (if said condition which was the basis of said
notice shall continue to exist) the term under this lease shall expire as fully
and completely as if that day were the date herein definitely fixed for the
expiration of the term and the Tenant will then quit and surrender the demised
premises to the Landlord, but the Tenant shall remain liable as hereinafter
provided.
If the Tenant shall make default in the payment of the rent reserved
hereunder, or any item of "additional rent' herein mentioned, or any part of
either or in making any other payment herein provided for, or if the notice last
above provided for shall have been given and if the condition which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord may immediately, or at any time thereafter, re-enter the demised
premises and remove all persons and all or any property therefrom, either by
summary dispossess proceedings, or by any suitable action or proceeding at law,
or by force or otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said premises together with all
additions, alterations and improvements. In any such case or in the event that
this lease be "terminated" before the commencement of the term, as above
provided, the Landlord may either re-let the demised premises or any part or
parts thereof for the Landlord's own account, or may, at the Landlord's option,
re-let the demised premises or any part or parts thereof as the agent of the
Tenant, and receive the rents therefor, applying the same first to the payment
of such expenses as the Landlord may have incurred, and then to the fulfillment
of the covenants of the Tenant herein, and the balance, if any, at the
expiration of the term first above provided for, shall be paid to the Tenant.
Landlord may rent the premises for a term extending beyond the term hereby
granted without relating Tenant from any liability. In the event that the term
of this lease shall expire as above in this subdivision "Sixth" provided, or
terminate by summary proceedings or otherwise, and if the Landlord shall not
re-let the demised premises for the Landlord's own account, then, whether or not
the premises be re-let, the Tenant shall remain liable for, and the Tenant
hereby agrees to pay to the Landlord, until the time when this lease would have
expired but for such termination or expiration, the equivalent of the amount of
all of the rent and "additional rent" reserved herein, less the avails of
reletting, if any, and the same shall be due and payable by the Tenant to the
Landlord on the several rent days above specified, that is, upon each of such
rent days the Tenant shall pay to the Landlord the amount of deficiency then
existing. The Tenant hereby expressly waives any and all right of redemption in
case the Tenant shall be dispossessed by judgment or warrant of any court or
judge, and the Tenant waives and will waive all right to trial by jury in any
summary proceedings hereafter instituted by the Landlord against the Tenant in
respect to the demised premises. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.
In the event of a breach or threatened breach by the Tenant of any of the
covenants or provisions hereof, the Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity, as if re-entry,
summary proceedings and other remedies were not herein provided for.
SEVENTH.--If the Tenant shall make default in the performance of any
covenant herein contained, the Landlord may immediately, or at any time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of mechanic's lien be filed against the demised premises or against
premises of which the demised premises are part, for, or purporting to be for,
labor or material alleged to have been furnished, or to be furnished to or for
the Tenant at the demised premises, and if the Tenant shall fail to take such
action as shall cause such lien to be discharged within fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings, and in the event of such deposit
or bonding proceedings, the Landlord may require the lienor to prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water, electric current or sprinkler supervisory service, and any expense
incurred or sum of money paid by the Landlord by reason of the failure of the
Tenant to comply
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with any provision hereof, or in defending any such action, shall be deemed to
be "additional rent" for the demised premises, and shall be due and payable by
the Tenant to the Landlord on the first day of the next following month, or, at
the option of the Landlord, on the first day of any succeeding month. The
receipt by the Landlord of any instalment of the regular stipulated rent
hereunder or any of said "additional rent" shall not be a waiver of any other
"additional rent" then due.
EIGHTH.--The failure of the Landlord to insist, in any one or more
instances upon a strict performance of any of the covenants of this lease, or to
exercise any option herein contained, shall not be construed as a waiver or a
relinquishment for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by the Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such breach and no waiver by the Landlord of any provision hereof
shall be deemed to have been made unless expressed in writing and signed by the
Landlord. Even though the Landlord shall consent to an assignment hereof no
further assignment shall be made without express consent in writing by the
Landlord.
NINTH.--If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than the Tenant the Landlord
may collect rent from the assignee, under-tenant or occupant, and apply the net
amount collected to the rent herein reserved, and no such collection shall be
deemed a waiver of the covenant herein against assignment and underletting, or
the acceptance of the assignee, under-tenant or occupant as tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.
TENTH.--This lease shall be subject and subordinate at all times, to the
lien of the mortgages now on the demised premises, and to all advances made or
hereafter to be made upon the security thereof, and subject and subordinate to
the lien of any mortgage or mortgages which at any time may be made a lien upon
the premises. The Tenant will execute and deliver such further instrument or
instruments subordinating this lease to the lien of any such mortgage or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the Tenant.
ELEVENTH.--All improvements made by the Tenant to or upon the demised
premises, except said trade fixtures, shall when made, at once be deemed to be
attached to the freehold, and become the property of the Landlord, and at the
end of other expiration of the term, shall be surrendered to the Landlord in as
good order and condition as they were when installed, reasonable wear and
damages by the elements excepted.
TWELFTH.--Any notice or demand which under the terms of this lease or under
any statute must or may be given or made by the parties hereto shall be in
writing and shall be given or made by mailing the same by certified or
registered mail addressed to the respective parties at the addresses set forth
in this lease.
THIRTEENTH.--The Landlord shall not be liable for any failure of water
supply or electrical current, sprinkler damage, or failure of sprinkler service,
nor for injury or damage to person or property caused by the elements or by
other tenants or persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any part of said
buildings, or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface, or from any other place, nor for interference with
light or other incorporeal hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental authority in construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building.
FOURTEENTH.--No diminution or abatement of rent, or other compensation
shall be claimed or allowed for inconvenience or discomfort arising from the
making of repairs or improvements to the building or to its appliances, nor for
any space taken to comply with any law, ordinance or order of a governmental
authority. In respect to the various "services," if any, herein expressly or
impliedly agreed to be furnished by the Landlord to the Tenant, it is agreed
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that there shall be no diminution or abatement of the rent, or any other
compensation, for interruption or curtailment of such "service" when such
interruption or curtailment shall be due to accident, altercations or repairs
desirable or necessary to be made or to inability or difficulty in securing
supplies or labor for the maintenance of such "service" or to some other cause,
not gross negligence on the part of the Landlord. No such interruption or
curtailment of any such "service" shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the Tenant shall not be entitled
to receive, any of such "services" during any period wherein the Tenant shall be
in default in respect to the payment of rent. Neither shall there be any
abatement or diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed for the
commencement of the term, it being understood that rent shall, in any event,
commence to run at such date so above fixed.
FIFTEENTH.--The Landlord may prescribe and regulate the placing of safes,
machinery, quantities of merchandise and other things. The Landlord may also
prescribe and regulate which elevator and entrances shall be used by the
Tenant's employees, and for the Tenant's shipping. The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the preservation of good order therein. The Tenant and the employees and the
agents of the Tenant will observe and conform to all such rules and regulations.
SIXTEENTH.--In the event that an excavation shall be made for building or
other purposes upon land adjacent to the demised premises or shall be
contemplated to be made, the Tenant shall afford to the person or persons
causing or to cause such excavation, license to enter upon the demised premises
for the purpose of doing such work as said person or persons shall deem to be
necessary to preserve the wall or walls, structure or structures upon the
demised premises from injury and to support the same by proper foundation.
SEVENTEENTH.--No vaults or space not within the property line of the
building are leased hereunder, Landlord makes no representation as to the
location of the property line of the building. Such vaults or space as Tenant
may be permitted to use or occupy are to be used or occupied under a revocable
license and if such license be revoked by the Landlord as to the use of part or
all of the vaults or space Landlord shall not be subject to any liability;
Tenant shall not be entitled to any compensation or reduction in rent nor shall
be deemed constructive or actual eviction. Any tax, free or charge of municipal
or other authorities for such vaults or space shall be paid by the Tenant for
the period of the Tenant's use or occupancy thereof.
EIGHTEENTH.--That during seven months prior to the expiration of the term
hereby granted, applicants shall be admitted at all reasonable hours of the day
to view the premises until rented; and the Landlord and the Landlord's agents
shall be permitted at any time during the term to visit and examine them at any
reasonable hour of the day, and workmen may enter at any time, when authorized
by the Landlord or the Landlord's agents, to make or facilitate repairs in any
part of the building; and if the said Tenant shall not be personally present to
open and permit an entry into said premises, at any time, when for any reason an
entry therein shall be necessary or permissible hereunder, the Landlord or the
Landlord's agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord reasonable care to the Tenant's
property) and without in any manner affecting the obligations and covenants of
this lease; it is, however, expressly understood that the right and authority
hereby reserved, does not impose, nor does the Landlord assume by reason
thereof, any responsibility or liability whatsoever for the care or supervision
of said premises, or any of the pipes, fixtures, appliances or appurtenances
therein contained therewith in any manner connected.
NINETEENTH.--The Landlord has made no representations or promises in
respect to said building or to the demised premises except those contained
herein, and those, if any, contained in some written communication to the
Tenant, signed by the Landlord. This instrument may not be changed, modified,
discharged or terminated orally.
TWENTIETH.--If the Tenant shall at any time be in default hereunder, and if
the Landlord shall institute an action or summary proceeding against the Tenant
based upon such default then the Tenant will reimburse the Landlord for the
expense of attorneys' fees and
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disbursements thereby incurred by the Landlord, so far as the same are
reasonable in amount. Also so long as the Tenant shall be a tenant hereunder the
amount of such expenses shall be deemed to be "additional rent" hereunder and
shall be due from the Tenant to the Landlord on the first day of the month
following the incurring of such respective expenses.
TWENTY-FIRST.--Landlord shall not be liable for failure to give possession
of the premises upon commencement date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person wrongfully in possession or for any other reason. In such event the
rent shall not commence until possession is given or is available, but the term
herein shall not be extended.
THE TENANT FURTHER COVENANTS:
TWENTY-SECOND.--If the demised premises or any part thereof consist of a
store, or of a first floor, or of any part thereof, the Tenant will keep the
sidewalk and curb in front thereof clean at all times and free from snow and
ice, and will keep insured in favor of the Landlord, all plate glass therein and
furnish the Landlord with policies of insurance covering the same.
TWENTY-THIRD.--If by reason of the conduct upon the demised premises of a
business not herein permitted, or if by reason of the improper or careless
conduct of any business upon or us of the demised premises, the fire insurance
rate shall at any time be higher than it otherwise would be, then the Tenant
will reimburse the Landlord, as additional rent hereunder, for that part of all
fire insurance premiums hereafter paid out by the Landlord which shall have been
charged because of the conduct of such business not so permitted, or because of
the improper or careless conduct of any business upon or use of the demised
premises, and will make such reimbursement upon the first day of the month
following such outlay by the Landlord; but this covenant shall not apply to a
premium for any period beyond the expiration date of this lease, first above
specified. In any action or proceeding wherein the Landlord and Tenant are
parties, a schedule or "make up" of rate for the building on the demised
premises, purporting to have been issued by New York Fire Insurance Exchange, or
other body making fire insurance rates for the demised premises, shall be prima
facie evidence of the facts therein stated and of the several items and charges
included in the fire insurance rate then applicable to the demised premises.
TWENTY-FOURTH.--If a separate water meter be installed for the demised
premises, or any part thereof, the Tenant will keep the same in repair and pay
the charges made by the municipality or water supply company for or in respect
to the consumption of water, as and when bills therefor are rendered. If the
demised premises, or any part thereof, be supplied with water through a meter
which supplies other premises, the Tenant will pay to the Landlord, as and when
bills are rendered therefor, the Tenant's proportionate part of all charges
which the municipality or water supply company shall make for all water consumed
through said meter, as indicated by said meter. Such proportionate part shall be
fixed by apportioning the respective charge according to floor area against all
of the rentable floor area in the building (exclusive of the basement) which
shall have been occupied during the period of the respective charges, taking
into account the period that each part of such area was occupied. Xxxxxx agrees
to pay as additional rent the Tenant's proportionate part, determined as
aforesaid, of the serer rent or charge imposed or assessed upon the building of
which the premises are a part.
TWENTY-FIFTH.--That the Tenant will purchase from the Landlord, if the
Landlord shall so desire, all electric current that the Tenant requires at the
demised premises, and will pay the Landlord for the same, as the account of
consumption shall be indicated by the meter furnished therefor. The price for
said current shall be the same as that charged for consumption similar to that
of the Tenant by the company supplying electricity in the same community.
Payments shall be due as and when bills shall be rendered. The Tenant shall
comply with like rules, regulations and contract provisions as those prescribed
by said company for a consumption similar to that of the Tenant.
TWENTY-SIXTH.--If there now is or shall be installed in said building a
"sprinkler system" the Tenant agrees to keep the appliances thereto in the
demised premises in repair and good working condition, and if the New York Board
of Fire Underwriters or the New York Fire
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Insurance Exchange or any bureau, department or official of the Sate or local
government requires or recommends that any changes, modifications, alterations
or additional sprinkler heads or other equipment be made or supplied by reason
of the Tenant's business, or the location of partitions, trade fixtures, or
other contents of the demised premises, or if such changes, modifications,
alterations, additional sprinkler heads or other equipment in the demised
premises are necessary to prevent the imposition of a penalty or charge against
the full allowance for a sprinkler system in the fire insurance rate as fixed by
said Exchange, or by any Fire Insurance Company, the Tenant will at the Tenant's
own expense, promptly make and supply such changes, modifications, alterations,
additional sprinkler heads or other equipment. As additional rent hereunder the
Tenant will pay to the Landlord, annually in advance, throughout the terms
$_____________________________, toward the contract price for sprinkler
supervisory service.
TWENTY-SEVENTH.--The sum of _____________________________________________
Dollars is deposited by the Tenant herein with the Landlord herein as security
for the faithful performance of all the covenants and conditions of the lease by
the said Xxxxxx. If the Tenant faithfully performs all the covenants and
conditions on his part to be performed, then the sum deposited shall be returned
to said Xxxxxx.
TWENTY-EIGHTH.--This lease is granted and accepted on the especially
understood and agreed condition that the Tenant will conduct his business in
such a manner, both as regards noise and kindred nuisances, as will in no wise
interfere with, annoy, or disturb any other tenants, in the conduct of their
several businesses, or the landlord in the management of the building; under
penalty of forfeiture of this lease and consequential damages.
TWENTY-NINTH.--The Landlord hereby recognizes as the broker who negotiated
and consummated this lease with the Tenant herein, and agrees that if, as, and
when the Tenant exercises the option, if any, contained herein to renew this
lease, or fails to exercise the option, if any, contained therein to cancel this
lease, the Landlord will pay to said broker a further commission in accordance
with the rules and commission rates of the Real Estate Board in the community. A
sale, transfer, or other disposition of the Landlord's interest in said lease
shall not operate to defeat the Landlord's obligation to pay the said commission
to the said broker. The Tenant herein hereby represents to the Landlord that the
said broker is the sole and only broker who negotiated and consummated this
lease with the Tenant.
THIRTIETH.--The Tenant agrees that it will not require, permit, suffer, nor
allow the cleaning of any window, or windows, in the demised premises from the
outside (within the meaning of Section 202 of the Labor Law) unless the
equipment and safety devices required by law, ordinance, regulation or rule,
including, without limitation, Section 202 of the New York Labor Law, are
provided and used, and unless the rules, or any supplemental rules of the
Industrial Board of the State of New York are fully complied with; and the
Tenant hereby agrees to indemnify the Landlord, Owner, Agent, Manager and/or
Superintendent, as a result of the Tenant's requiring, permitting, suffering, or
allowing nay window, or windows in the demised premises to be cleaned from the
outside in violation of the requirements of the aforesaid laws, ordinances,
regulations and/or rules.
THIRTY-FIRST.--The invalidity or unenforceability of any provision of this
lease shall in no way affect the validity or enforceability of any other
provision hereof.
THIRTY-SECOND.--In order to avoid delay, this lease has been prepared and
submitted to the Tenant for signature with the understanding that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.
THIRTY-THIRD.--The Tenant will keep clean and polished all metal, trim,
marble and stonework which are a part of the exterior of the premises, using
such materials and methods as the Landlord may direct, and if the Tenant shall
fail to comply with the provisions of this paragraph, the Landlord may cause
such work to be done at the expense of the Tenant.
THIRTY-FOURTH.--The Landlord shall replace at the expense of the Tenant any
and all broken glass in the skylights, doors and walls in and about the demised
premises. The Landlord may insure and keep insured all plate glass in the
skylights, doors and walls in the demised premises, for and in the name of the
Landlord and bills for the premiums therefor shall
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be rendered by the Landlord to the Tenant at such times as the Landlord may
elect, and shall be due from and payable by the Tenant when rendered, and the
amount thereof shall be deemed to be, and shall be paid as, additional rent.
THIRTY-FIFTH.--This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in nowise be affected, impaired or excused
because Landlord is unable to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with a
National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any government agency or by reason of the conditions of supply and
demand which have been or are affected by war or other emergency.
THE LANDLORD COVENANTS
FIRST.--That if and so long as the Tenant pays the rent and "additional
rent" reserved hereby, and performs and observes the covenants and provisions
hereof, the Tenant shall quietly enjoy the demised premises, subject, however,
to the terms of this lease, and to the mortgages above mentioned, provided
however, that this covenant shall be conditioned upon the retention of title to
the premises by Landlord.
SECOND.--Subject to the provisions of Paragraph "Fourteenth" above the
Landlord will furnish the following respective services: (a) Elevator service,
if the building shall contain an elevator or elevators, on all days except
Sundays and holidays, from A.M. to P.M.; (b) Heat, during the
same hours on the same days in the cold season in each year.
And it is mutually understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties hereto and upon
their respective successors, heirs, executors and administrators.
IN WITNESS WHEREOF, the Landlord and Xxxxxx have respectfully signed and
sealed these presents the day and year first above written.
260 DELPHI ASSOCIATES, D.I.P. [L.S.]
IN PRESENCE OF Landlord
/s/ Xxxxxxx Xxxxxx
-----------------------------
CORPORATE CONCEPTS, LTD. [L.S.]
Tenant
/s/ Xxxx X. Xxxxxx
-----------------------------
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RIDER TO LEASE BETWEEN
260 DELPHI ASSOCIATES
AND
CORPORATE CONCEPTS, LTD.
DATED: June 4, 1997
36. The annual base rent during the term of the Lease shall be as set
forth in the following table. In addition, the tenant shall pay a monthly
sprinkler charge of $10.00 and a monthly water and sewer charge of $20.00. Said
sprinkler and water charge may be raised in the event the rate at which Landlord
is charged for sprinkler and/or water service is raised. Any such raise shall be
equal to the same percentage as Landlord's rate is raised. Landlord shall
provide, at Xxxxxx's request, evidence of such increased changes. The first
month's rent, the first month's sprinkler charge and the security shall be paid
on the signing of this Lease. Landlord represents that the demised premises are
serviced by an operating sprinkler system.
Monthly
Period Annual Base Rent Installment
------ ---------------- -----------
07/01/97-06/30/98 $15,000.00 $1,250.00
07/01/98-06/30/99 15,600.00 1,300.00
07/01/99-06/30/00 16,200.00 1,350.00
37. Tenant is currently in possession pursuant to a one year lease dated
June 19, 1996, which expires June 30, 1997. The security deposit held by the
Landlord pursuant to that Lease is currently $2200.00. Said security shall be
deemed transferred to this Lease provided Tenant is not in default of any
obligations of the existing lease at the time of its expiration and at the time
this Lease begins. The security deposit shall be increased to $2700.00 upon
signing of this Lease. The first months rent shall be due in accordance with
this paragraph on or before July 1, 1997. In the event Tenant is in default of
the existing lease at the time this Lease begins, Tenant shall be deemed in
breach of this Lease as well and no estoppel of any kind shall be created.
Therefore, at the date of execution of this Lease, the Tenant shall pay by
certified check only to Landlord, and Landlord acknowledges receipt of the
following:
Additional Security $500.00
TOTAL UPON SIGNING OF LEASE $500.00
Rent: Method of Payment: Landlord will hand : deliver a rent bill to the
Tenant's premises. This bill will usually be delivered before the First (1st) of
each month. The rent is due, in the Landlord's office, on the First (1st) day of
each and every month. On the First (1st) day of each month (or, if that is a
nonbusiness day, on the first business day thereafter), a messenger from the
Landlord will pick up the rent from the Tenant's premises. Xxxxxx agrees to have
the rent ready for the Landlord to pick up before 2:00 p.m. on the First (1st)
day of each and every month. Rent shall be paid in U.S. currency in good funds
in cash or check drawn on a bank with an office in New York City.
Rent: Late Payment: Rent not received by the Landlord by 3:00 p.m. on the
Fifth (5th) calendar day of each month shall be deemed in default. In addition,
in the event the full rent is not received by the owner by the Fifth (5th)
calendar day of each month, the Tenant shall pay a late charge equal to One
Hundred Dollars ($100).
In the event any check given by Tenant to Landlord is dishonored by
Xxxxxx's bank, for any reason, Tenant shall forthwith deliver a certified or
bank check to Landlord in the amount of the dishonored check together with any
applicable late payment charge, plus a charge of Twenty-five Dollars ($25), upon
receipt of which Landlord will return the dishonored check to Tenant.
The charges herein set forth shall be deemed reimbursement to Landlord for
expenses incurred and lost income which may result from such late payments and
not as a penalty. The
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charges herein shall be in addition to and not in lieu of any other rights of
Landlord granted by this Lease or by law.
38. (a) For the purpose of this Paragraph, it is agreed that the area
occupied by Tenant under this Lease represents 1.1% of the total rentable area
of the building, of which the demised premises are a part (hereinafter referred
to as the building); that the "lease year" shall mean the twelve (12) month
period commencing with the first day of the term and each twelve (12) month
period thereafter; that the "Base" tax year for determining the increase in
taxes and vault charges, shall be the tax year 1997/1998. The "Base" year for
determining all charges in subparagraph (b) below shall be Calendar year 1997.
(b) In addition to all other rent charges payable by Tenant under this
Lease, Tenant agrees to pay 1.1 % of the amount of any increase in landlord's
expense on the building for real estate taxes, common vault charges and fuel
charges imposed on the building (including the land thereunder) in any
subsequent year over the amount of the fuel costs and taxes, common vault
charges paid or required to be paid by Landlord for the Base tax year, by reason
of any increase in the assessed valuation or an increase in the tax rate, or
both, or by the levy, assessment or imposition of any new or additional real
estate tax or assessment on the building and/or appurtenances (including the
land thereunder) to the extent that same shall be in lieu of or in addition to
any of aforesaid taxes or assessments upon or against said building and/or
appurtenances (including the land thereunder) or by any increase in the vault
charges. The Tenant agrees to pay the amount of any such increase within five
(5) business days following receipt of Landlord's bill for same. If any such
increase shall be applicable to less than a full lease year, the increase shall
be pro-rated. Landlord shall, at the time it sends Tenant a bill for the
aforesaid tax increase, enclose a copy of the most recent fuel bill and the most
recent tax and related bills from the City of New York and indicate how Landlord
computes Tenant's share of any tax increase.
(c) In addition to the above, Tenant shall be responsible for Tenant's
proportionate share (1.1%) of any Business Improvement District Charge (B.I.D.)
or tax imposed upon the building.
(d) In no event shall the annual rent stated in this Lease (exclusive
of additional rent under this article) be reduced for any year below the amount
specified therefor in paragraph 36 for such year.
39. Electric current shall be supplied by Xxxxxxxx, and is included in the
rent charged hereunder to the extent that the yearly cost of same does not
exceed $2.00 per square foot. For the purpose of this Lease, and for determining
what, if any, additional electric charges are due and owing, the square footage
of the demised premises is deemed to be 650 square feet.
Landlord shall not be liable to Tenant for any loss or damage or expense
which Tenant may sustain or incur if either the quantity or character of
electric service is changed or is no longer available or suitable for Tenant's
requirements as a result of causes beyond Landlord's reasonable control. Any
riser or risers to supply Tenant's electrical requirements, upon written request
of Tenant, and written approval of Landlord may be installed by Tenant, at the
sole cost and expense of Tenant, if, in Landlord's sole reasonable judgment, the
same are necessary and will not cause permanent damage or injury to the building
or demised premises or cause or create a dangerous or hazardous condition or
entail excessive or unreasonable alterations, repairs or expense or interfere
with or disturb other tenants or occupants. In addition to the installation of
such riser or risers, Tenant will also at the sole cost and expense of Tenant,
install all other equipment proper and necessary in connection therewith subject
to the aforesaid terms and conditions. Tenant covenants and agrees that at all
times its use of electrical current shall never exceed the capacity of existing
feeders to the building or the risers or wiring installations.
In the event that in any year the cost of electric to the demised premises
exceeds that which is included in the rent by virtue of this Lease, it shall be
payable as additional rent along with the next installment of rent following
presentation of invoice to Tenant.
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13
40. It is understood and agreed that this Lease may not be assigned nor
may the demised premises be sub-leased without the prior written consent of
Landlord, whose consent shall not be unreasonable withheld and/or delayed.
Furthermore, it is understood and agreed that in the event Tenant sells,
assigns, or transfers any ownership of any shares of its stock to any person or
entity without the prior written consent of Landlord, whose consent shall not be
unreasonably withheld and/or delayed, same shall be deemed an unauthorized
assignment. However, it is understood and agreed that in the event Landlord
consents to any such assignment, sublet or transfer same shall not diminish
Tenant's obligation to perform all the terms, warranties, and covenants. Such
assignment shall not relieve tenant of its obligations or duties hereunder.
In the event Tenant does sell, assign or transfer this Lease or sublet any
part of the demised premises with Xxxxxxxx's consent as hereinbefore provided
for a sum in excess of the base rent as herein provided Landlord shall be
entitled to receive one-half (1/2) of any such excess base rent, less of any
expense which Tenant may incur in renting same, including, without limitation,
brokerage commissions, legal fees and the cost of Tenant's leasehold
improvements. Such excess shall be determined by dividing the rent (base and
additional) paid by Tenant by the number of square feet (650) of the demised
premises in order to determine a rent per square foot. If the rent per square
foot pursuant to the sublease or lease assignment exceeds the rent per square
foot pursuant to this Lease less the aforementioned expenses, Landlord shall be
entitled to one-half (1/2) of such excess.
In the event of an assignment to a subsidiary, parent, partner, affiliated
company or other alter-ego of Tenant, Tenant shall remain liable for the
performances of all obligations pursuant to this Lease. Any assignment must be
done in strict compliance with this paragraph.
41. Tenant shall, at its sole cost and expense, provide and keep in full
force and effect for the benefit of Landlord and Tenant, a liability insurance
policy (naming Landlord as additional insured) in the amount of One Million
($1,000,000) Dollars for any one loss - Said policy shall be in standard form
written by good and solvent insurance companies reasonably satisfied to
Landlord, protecting Landlord and Tenant against any and all liabilities due to
or occasioned by negligence, occurrence, accident, or disaster on or about the
demised premises.
42. All certificates of insurance shall be delivered to and left in the
possession of Landlord prior to the commencement of this lease or the
commencement of any work performed in or on the demised premises whichever date
shall be earlier. Such insurance shall be reasonably satisfactory to Landlord
and shall contain a clause requiring notification in writing by Certified Mail,
Return Receipt Requested, on ten (10) days notice to Landlord in the event of
cancellation thereof for any reason whatsoever.
Said policies of insurance shall contain a provision waiving rights of
subrogation as against Landlord.
43. It is understood and that in the event an insurance company providing
Landlord with insurance for the building in which the demised premises
constitutes a part shall at any time after the commencement of this lease
increase the annual premium for the amount of coverage then in place because of
Tenant's manner of use of the demised premises, other then for office space,
Tenant shall pay to Landlord as "Additional Rent", collectible in the same
manner and method as Rent is collected hereunder, One Hundred (100%) Percent of
such increase, which is attributable to Tenant's manner of use of the demised
premises, due and payable on the first day of the first month subsequent to
Landlord's notification to Tenant that Xxxxxxxx has received notification of
such increase. This paragraph shall not apply to changes in insurance rates due
to the premises being occupied rather than vacant, but refers to any increases
due to Tenant's activities or use of the premises.
44. Intentionally Omitted.
45. Xxxxxx agrees to accept such heat as is ordinarily supplied on the
building. In no event shall the Landlord's failure to provide heat due to
technical problems be a cause for diminution or suspension of Tenant's rental
obligations. In no respect is Landlord required to maintain the premises at a
specified temperature.
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14
46. In order to properly service and maintain the sprinkler system for the
entire building, the Landlord must gain access to certain sprinkler valves
within Tenant's premises. The Tenant shall permit reasonable access by
Landlord's agents or employees to the valves during normal business hours.
Xxxxxx agrees that nothing may be attached to or hung from any sprinkler pipes.
Tenant expressly grants Landlord an easement to permit access as set forth
above, provided that Tenant shall receive reasonable advance notice thereof and
that Landlord and its agents and employees and all such persons shall use their
best efforts not to unreasonably interfere with the conduct of Xxxxxx's business
and Xxxxxx's occupancy of the demised premises.
47. Tenant shall provide adequate fire extinguishers which shall be
regularly inspected at its sole cost and expense.
48. No services shall be provided by Landlord on legal holidays including,
but not necessarily limited to, New Years Day, Presidents Day, Thanksgiving,
Labor Day, Columbus Day, Election Day, Independence Day, Memorial Day, Xxxxxx
Xxxxxx Xxxx'x Birthday and Christmas Day. Notwithstanding above tenant may use
the premises and passenger elevator on those days.
49. It is understood and agreed that any and all supplies, materials,
services equipment, and labor required for any work performed by Tenant which
under the terms of this Lease are to be performed by Tenant or otherwise done by
Tenant with Landlord's consent or performed by Landlord at the request or on
behalf of Tenant to the demised premises shall be supplied by Tenant at Tenant's
sole cost and expense, unless specifically excepted herein. Furthermore, it is
understood and agreed that Tenant shall make no demands upon Landlord for the
provision of any supplies, materials, services, equipment, or labor, nor shall
Tenant request from Landlord any form of compensation for Xxxxxx's expenditures,
unless specifically provided for herein.
50. It is understood and agreed that any and all work done by Tenant to
the demised premises shall be in accordance with all laws, regulations, and
ordinances of all governmental or municipal agencies having jurisdiction
therein.
51. Tenant, and it assigns, shall indemnify and hold Landlord harmless
from and against all liabilities, obligations, damages, penalties, claims,
costs, and expenses, including reasonable attorneys' fees paid, suffered, or
incurred arising out of or from any occurrence, accident, or disaster in the
demised premises, or in and about or adjacent to the exterior of the building in
which the demised premises constitutes a part, causing injury or damage to any
person, entity, or property, due to any neglectful act or neglect of Tenant, its
agents, servants, employees, customers, or visitors to comply with and perform
each and every requirement and provision of this lease on its part to be
performed or due or claimed to be due to any use made by Tenant of the demised
premises. The foregoing indemnity shall not apply to the extent that Landlord
shall be determined to be contributorily negligent in respect of any occurrence,
accident or disaster in or about the demised premises.
52. Xxxxxx agrees to maintain the demised premises free of any violations
that may be imposed by the Department of Buildings and/or any other governmental
or municipal agency having jurisdiction over the demised premises, arising out
of Tenant's manner of use of the demised premises hereunder which affect
Xxxxxxxx's building.
53. It is understood and agreed that Xxxxxx will only use the demised
premises for office use and for no other purpose. Tenant acknowledges that any
breach of the foregoing provision will cause Landlord substantial and
irreparable harm and damage. In addition to all other remedies available to
Landlord, it is understood and agreed that this Lease and the term hereof shall
end, expire, and terminate in the event such breach is not cured within ten (10)
days after notice by Landlord to Tenant to cure said breach as served pursuant
to paragraph 60 hereof. In the event such notice is given, Xxxxxx hereby agrees
to vacate and surrender the demised premises to Landlord forthwith. If tenant
fails to do so landlord may seek an eviction by summary proceeding. In no event
is any residential use of the premises permitted.
54. It is understood and agreed that in the event Tenant shall "Hold Over"
and fail to deliver the demised premises to Landlord vacant and in "Broom Clean"
condition at the
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expiration of this Lease, at the expiration of any extensions of this Lease, or
at any time Landlord shall gain legal possession of the demised premises by
reason of Court Order, Tenant's default, or for any other reason whatsoever,
such "Holding Over" shall not be deemed to extend the term or to renew this
Lease, but such "Holding Over" thereafter shall continue upon the covenants and
conditions herein set forth except that the charge for the use and occupancy of
such "Holding Over" for each calendar month or part thereof (even if such part
shall be a small fraction of a calendar month) shall be at the rate of 1 1/2
times the aggregate rent and additional rent payable hereunder during the last
month of Tenant's legal occupancy, which total sum Tenant agrees to pay Landlord
promptly upon demand, in full, without set-off or deduction. In the event Tenant
shall fail to pay Landlord such charge for "Holding Over" promptly upon
Xxxxxxxx's demand, as provided for hereinabove, it is understood and agreed that
Landlord shall be entitled to interest calculated at a daily periodic rate of
.0411, an annual percentage rate of Fifteen (15%) percent. Neither the billing
nor the collection of use and occupancy charges in the above amount shall be
deemed a waiver of any right of Landlord to collect damages for Xxxxxx's failure
to vacate the demised premises after the expiration or sooner termination of
this Lease. The foregoing shall survive the term of this Lease, and any renewals
or extensions thereof.
55. It is understood and agreed that the demised premises is used
commercially and any refuse or garbage generated from such commercial
establishment will not be removed by the New York City Department of Sanitation.
Therefore, Xxxxxx understands and agrees that Tenant shall, at its own sole cost
and expense, hire a licensed garbage removal service to remove Tenant's garbage
from the demised premises, or otherwise arrange for garbage removal.
56. It is understood and agreed that Tenant, at Tenant's sole cost and
expense, shall provide Landlord with complete access to the demised premises and
every part within the demised premises as is reasonable provided that Tenant
shall receive reasonable advance notice thereof and that Landlord and its agents
and employees and all such persons shall use their best efforts not to
unreasonably interfere with the conduct of Xxxxxx's business and Xxxxxx's
occupancy of the demised premises. Xxxxxx's failure to comply with this
provision shall be deemed a substantial breach of this Lease and sufficient
grounds for the summary termination of this Lease. Landlord agrees that except
in the event of an emergency requiring immediate entry, it will give Tenant
reasonable notice if Landlord desires to inspect or otherwise gain access to the
demised premises, provided that Tenant shall receive reasonable advance notice
thereof and that Landlord and its agents and employees and all such persons
shall use their best efforts not to unreasonably interfere with the conduct of
Xxxxxx's business and Xxxxxx's occupancy of the demised premises.
Landlord shall use reasonable efforts not to damage the demised premises
and the property of Tenant located therein provided that Tenant shall receive
reasonable advance notice thereof and that Landlord and its agents and employees
and all such persons shall use their best efforts not to unreasonably interfere
with the conduct of Xxxxxx's business and Xxxxxx's occupancy of the demised
premises.
57. Xxxxxx has inspected the premises and it is understood and agreed that
except as otherwise provided in this Lease, Xxxxxx will accept the said premises
under this Lease, "AS IS" vacant and broom clean, in their present state and
condition, and Landlord will have no obligations to undertake any alterations,
decoration, installments, additions, improvements, or repairs except as herein
contained in or to the demised premises during the term of this Lease.
58. Tenant hereby expressly grants to Landlord an easement and shall
permit Landlord to erect, use, maintain and repair pipes, ducts, cables,
conduits, plumbing, vents and wires in, to and through the premises as and to
the extent that Landlord may now or hereafter deem to be necessary or
appropriate for the proper operation and maintenance of the building in which
the demised premises are located or to the extent necessary to accommodate the
requirements of other Tenants in the building. All such work shall be done, so
far as practicable, in such manner as to avoid unreasonable interference with
Xxxxxx's use of the premises. Landlord shall grant Tenant access to the plumbing
and electrical systems in the building to the extent that it can so as to allow
the hookup of the Tenant's plumbing and electrical installations, except that if
any such condition materially (i) impairs Tenant's ability to occupy the demised
premises or to conduct its business thereon for a period of at least 30
continuous days, Tenant
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shall at any time thereafter have the right to cancel this Lease, or (ii)
reduces the size of the demised premises Tenant's rent and pro-rata share shall
be proportionately reduced.
59. The parties represent that no broker except Andover Realty, Inc., was
instrumental in consummating this Lease. Xxxxxxxx agrees to pay such broker in
accordance with a separate agreement. Xxxxxxxx and Xxxxxx each agree to
indemnify and to hold the other harmless against any claims for brokerage
commissions arising out of any conversations or negotiations had by the
indemnifying party with any broker regarding these premises. This indemnity
shall include any claim and any of the indemnified party's expenses arising out
of such claims, including, but not limited to, attorneys' fees.
60. Notwithstanding any provision to the contrary, all notices required to
be sent under this lease shall be sent by Certified Mail, Return Receipt
Requested. If to the Tenants, the notice shall be addressed to the Tenant at the
demised premises. If to the Landlord, the notice shall be addressed to the
Landlord at 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx with a copy to Xxxxxxx X. Xxxxxx,
Esq., c/o Berliner & Xxxxxx, Esqs., 0 Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Fax No. (000) 000-0000. Either the Landlord or the Tenant may
designate another address for notices by sending the other party a notice of
same. All notices shall be effective as of the date mailed, if mailed from a
Post Office with proof of mailing.
61. In the event of any conflict between the provisions of this rider and
the printed "Boilerplate" Lease, the provisions of this rider shall prevail.
62. The failure of any party to insist upon the strict performance of a
party to exercise any right, option or remedy hereby reserved shall not be
construed as a waiver for the future of any such provision, right, option or
remedy or as a waiver of a subsequent breach hereof. The consent or approval by
the Landlord of any act by Tenant requiring the Landlord's consent or approval
shall not be construed to waiver or render unnecessary the requirement for the
Landlord's consent or approval of any subsequent similar act by the Tenant. The
receipt and acceptance by the Landlord of rent or other payments, charges or
sums with knowledge of a breach of any provision of this Lease Agreement shall
not be deemed a waiver of such breach. No provision of this Lease Agreement
shall be deemed to have been waived unless such waiver shall be in writing
signed by the party to be charged. No payment by the Tenant or receipt by the
Landlord of a lesser amount than the rents, charges and other sums hereby
reserved shall be deemed to be other than on account of the earliest rents,
charges and other sums then unpaid, including items of additional rent due
hereunder nor shall any endorsement or statement on any check or any letter
accompanying any check or payment by Tenant be deemed an accord and
satisfaction, and such rents, charges and other sums shall remain due and
Landlord may pursue any other remedy in this Lease Agreement provided or by law
permitted, and no waiver by Landlord in favor of any other Tenant or occupant
shall constitute a waiver in favor of the Tenant herein. No agreement to accept
a surrender of all or any part of demised premises or this Lease Agreement shall
be valid unless in writing and signed by the Landlord and the Tenant. No
delivery of keys shall operate as a termination of this Lease Agreement or a
surrender of the demised premises.
63. Tenant agrees not to use or permit the demised premises to be used for
parties of any kind, except office parties, nor to permit the maintenance of any
pets or permit the demised premises to be used as residential space or living
quarters.
64. Tenant may install only such locks on the demised premises as are
approved by law, rule or ordinance for premises of the type designated in the
use clause of this lease and further agrees to see to it that all fire exits
remain unobstructed at all times. Xxxxxx further agrees to enforce all laws,
rules or ordinances regulating permitted smoking areas in the demised premises.
Tenant shall be responsible for installation and the cost and expense of all
locks and security devices (i.e. alarms, etc.), and the maintenance thereof.
Landlord is not responsible for any damage or loss to tenant by theft,
vandalism, etc.
65. (a) Landlord and Xxxxxx agree to give up the right to a trial by jury
in any court action, proceeding or counterclaim on any matters concerning this
Lease, the relationship of Tenant and Landlord or Xxxxxx's use or occupancy of
the demised premises.
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(b) If Landlord begins any court action or proceeding against Tenant
in a non-payment or holdover proceeding, Tenant may not make any counterclaim,
in such action or proceeding, other than a compusury counterclaim.
66. Notwithstanding anything to the contrary in this lease it is agreed
that any demand for rent may be made orally and no written notice of any kind
shall be necessary as a condition precedent to commencement of a non-payment
petition:
67. Upon the effective date of this Lease, no term of the existing lease,
which terminates as of June 30, 1997, shall remain operative except as is set
forth in paragraph 37 of this rider.
DELPHI ASSOCIATES
By:
-----------------------------
CORPORATE CONCEPTS, LTD.
By: /s/ Xxxx Xxxxx
-----------------------------
Xxxx Xxxxx
-7-
