EXHIBIT 10.14
SUBLEASE AGREEMENT
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DATED: June 12, 1997
ARTICLE 1.: FUNDAMENTAL SUBLEASE PROVISIONS.
1.1 PARTIES: Sublessor: SYSOREX INTERNATIONAL, INC.;
A DELAWARE CORPORATION
Sublessee: BEST INTERNET COMMUNICATIONS, INC.;
A CALIFORNIA CORPORATION
1.2 MASTER LEASE: (Article 3): Sublessor, as tenant, is leasing from Master
Lessor (set forth below), as landlord, approximately 13,500 square feet of
leasable area in that certain building located at: 000 Xxxx Xxxxxxxxxxx Xxxx,
Xxxxxxxx Xxxx, Xxxxxxxxxx in the County of Santa Xxxxx, State of California (the
"Premises") on the terms and subject to the conditions of that certain lease
dated February 29, 1988 as amended and revised by the First Amendment dated May
31, 1988; Lease Modification and Extension Agreement last executed on June 18,
1992; Lease Modification and Extension Agreement last executed on November 3,
1993; Third Lease Modification and Extension Agreement last dated December 29,
1994; and Fourth Lease Modification and Extension Agreement dated January 23,
1996 (collectively, the "Master Lease"). A copy of the Master Lease is attached
hereto as EXHIBIT A.
Master Lessor: GOLDEN GATE COMMERCIAL COMPANY;
A CALIFORNIA LIMITED PARTNERSHIP
1.3 SUBLEASE PREMISES: (Article 2): The Sublease Premises constitutes: the
Premises, and contains approximately 8,000 square feet of leasable area, (the
"Sublease Premises"). The Sublease Premises is further described on the drawing
attached hereto as EXHIBIT B.
1.4 SUBLEASE TERM: (Article 4): Approximately twenty (20) calendar months,
beginning on the Commencement Date and ending on the Termination Date described
below, unless commenced later or terminated earlier pursuant to the terms of
this Sublease.
1.5 COMMENCEMENT DATE: (Article 4.1): July 1, 1997
1.6 TERMINATION DATE: (Article 4.1): February 28, 1999
1.7 MINIMUM RENT: (Article 5.2): $110,400/year, or $9,200/month through
2/28/98 and $115,200 and $9,600 respectively through 2/28/99.
1.8 PERMITTED USE: General office, engineering, research and development and
any related lawful purpose in conformity to the Master Lease, municipal zoning
requirements and any CCR's applicable to the development.
1.9 PREPAID RENT: (Article 5.4): $9,200
1.10 SECURITY DEPOSIT: (Article 5.5): $9,200
1.11 ADDRESSES FOR NOTICES: (Article 7):
Master Lessor: Golden Gate Commercial Company
000 Xxxx Xxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, XX 00000
Sublessor: Sysorex International, Inc.
000 Xxxx Xxxxxxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Sublessee: Best Internet Communications, Inc.
000 Xxxx Xxxxxxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxx, CFO
1.12 SUBLESSEE'S BROKER: (Article 9.4): Xxxxx Xxxx, Xxxxxx/Xxxxx Corporate Real
Estate Services
1.13 EXHIBITS AND ADDENDA: The following exhibits are made a part of this
Sublease and are incorporated by this reference:
Exhibit A - Master Lease
Exhibit B - Description of Sublease Premises
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Each reference in this Sublease Agreement ("Sublease") to any provision in
Article 1 shall be construed to incorporate all of the terms of each such
provision. In the event of any conflict between this Article 1 and the balance
of the Sublease, the balance of the Sublease shall control.
ARTICLE 2.: SUBLEASE PREMISES.
2.1 SUBLEASE. Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor for the Sublease Term (hereinafter defined), at the
Rent and upon the terms and conditions hereinafter set forth, the Sublease
Premises, and all common areas related thereto; rights of ingress and egress;
rights to use the common parking area adjacent to the building; and any other
necessary easements and rights of way.
2.2 CONDITION OF THE SUBLEASE PREMISES. Sublessee agrees to sublet the Sublease
Premises in its current "as-is" condition, without any obligation of Sublessor
to make any improvements or alterations thereto. Sublessee shall be obligated to
maintain the Sublease Premises as required under paragraph 7 of the Master
Lease, except for those matters for which the Master Lessor is to be responsible
under said paragraph 7 of the Master Lease.
2.3 FURNITURE. As additional consideration for the Minimum and Additional Rent
hereunder, Sublessor shall transfer to Sublessee full use and ownership of
Sublessor's furniture currently in the Sublease Premises, including but not
limited to the cubicle partitions. Upon execution of this Sublease and
Sublessee's payment of the Prepaid Rent and Security Deposit to Sublessor,
Sublessor shall deliver a xxxx of sale to Sublessee for the subject furniture.
2.4 ALTERATIONS, ADDITIONS, AND IMPROVEMENTS. Sublessee will not make
alterations, additions, or improvements on the Sublease Premises without first
obtaining the written consent of Sublessor and Master Lessor as required under
the Master Lease. All alterations, additions, and improvements that shall be
made shall be at Sublessee's expense, shall become Sublessor's property, except
as required under the Master Lease to become Master Lessor's property, and shall
remain on and be surrendered with the Sublease Premises as a part of the
Sublease Premises at the termination of this Sublease without disturbance,
molestation, or injury, unless the Sublessor or Master Lessor should require it
to be removed under the terms of the Master Lease. Nothing contained in this
paragraph will prevent Sublessee from removing all office machines and equipment
and trade fixtures customarily used in its business.
2.5 LIENS. Sublessee shall keep the Sublease Premises free and clear of liens
arising out of any work performed, materials furnished, or obligations incurred
by Sublessee, including mechanics' liens.
ARTICLE 3.: TERMS OF THE MASTER LEASE.
3.1 SUBLEASE SUBORDINATE. This Sublease is subordinate and subject to all of
the terms and conditions of the Master Lease.
3.2 INCORPORATION BY REFERENCE. The terms, conditions, and respective
obligations of Sublessor and Sublessee under this Sublease shall be the terms
and conditions of the Master Lease except for those provisions of the Master
Lease which are directly contradicted by this Sublease in which event the terms
of this Sublease shall control. Therefore, for the purposes of this Sublease,
wherever in the Master Lease the word "Landlord" is used it shall be deemed to
mean the Sublessor herein and wherever in the Master Lease the word "Tenant" is
used it shall be deemed to mean the Sublessee herein.
3.3 ASSUMPTION OF OBLIGATIONS. To the extent applicable to the Sublease
Premises and Sublessee's use of the common areas, Sublessee hereby expressly
assumes and agrees to perform and discharge, as and when required by the Master
Lease, all debts, duties and obligations to be paid, performed or discharged by
Sublessor under the terms, covenants and conditions of the Master Lease from and
after the Commencement Date, except as specifically set forth to the contrary in
this Sublease. To the extent applicable to the balance of the Premises other
than the Sublease Premises ("Sublessor's Premises"), Sublessor covenants for the
benefit of Sublessee to continue to perform and discharge, as and when required
by the Master Lease, all debts, duties and obligations to be paid, performed or
discharged by Sublessor with respect to the Sublessor's Premises. Further,
Sublessor shall not commit any act or omission during the Sublease Term which
would lead to the termination of the Master Lease by Master Lessor. Sublessee
agrees to perform and observe the covenants, conditions, and terms of the Master
Lease for the Sublease Premises on the part of lessee thereunder to be performed
and observed, except the covenant for the payment of rent reserved in the Master
Lease, and to indemnify Sublessor and Master Lessor against all claims, damages,
and expenses arising out of nonperformance or nonobservance of such covenants,
conditions, and terms.
3.4 MASTER LESSOR'S OBLIGATIONS. If Master Lessor shall fail to perform its
obligations under the Master Lease, Sublessor, upon receipt of written notice
from Sublessee, shall use commercially reasonable efforts to attempt to enforce
the obligations of Master Lessor under the Master Lease.
ARTICLE 4.: SUBLEASE TERM.
4.1 COMMENCEMENT AND TERMINATION DATES. The term of this Sublease ("Sublease
Term") shall be for the period of time commencing on the commencement date
described in Article 1 (the "Commencement Date") and ending on the termination
date described in Article 1 or on such earlier date of termination as provided
herein (the "Termination Date").
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4.2 DELAY IN COMMENCEMENT. If for any reason possession of the Sublease
Premises has not been delivered to Sublessee by the scheduled Commencement Date
or any other date, the Commencement Date shall be delayed until possession of
the Sublease Premises is delivered to Sublessee, but the Termination Date shall
not be extended. If Sublessor is unable to deliver possession of the Sublease
Premises to Sublessee within thirty (30) days after the Commencement Date, then
Sublessee may terminate this Sublease by giving written notice to Sublessor at
any time after that date, and the parties shall have no further liability
thereafter accruing under this Sublease.
4.3 EARLY OCCUPANCY. Sublessor shall permit Sublessee to occupy the Sublease
Premises during portions of June, 1997, prior to the Rental Commencement Date,
upon delivery of insurance certificates to Sublessor, showing that Sublessee has
appropriate insurance as required hereunder, and such occupancy shall be subject
to all of the provisions of this Sublease, except for the payment of Rent and
Additional Rent. Such early occupancy of the Sublease Premises shall not advance
the Termination Date.
ARTICLE 5.: RENT AND ADDITIONAL EXPENSES.
5.1 PAYMENT OF RENT. Rent shall be paid in lawful money of the United States
to Sublessor at the address of Sublessor specified in Article 1 or such other
place as Sublessor may designate in writing. Rent for any partial calendar
months at the beginning or end of the Sublease Term shall be prorated based on a
thirty (30) day month.
5.2 MINIMUM RENT. Sublessee shall pay to Sublessor the sums set forth in
Article 1 hereof as Minimum Rent, on the tenth (10/th/) day of each calendar
month throughout the Sublease Term.
5.3 ADDITIONAL RENT. In addition to Minimum Rent, Sublessee shall pay to
Sublessor, within ten (10) days after receipt of an invoice, Sublessee's pro
rata portion (59.26%) of the amount of real property taxes, maintenance,
insurance, and utilities attributable to the Premises and the related common
areas, and payable by Sublessor to Master Lessor under the Master Lease.
Sublessor shall, at Sublessee's request, obtain Master Lessor's approval for
Sublessor to audit Master Lessor's statement of actual Additional Rent (as
described in Paragraph 4 of the Master Lease).
5.4 PREPAID RENT. Concurrently with Sublessee's execution of this Sublease,
Sublessee shall pay to Sublessor the sum specified in Article 1 as prepaid Rent,
which shall be applied to the installments of Minimum Monthly Rent first coming
due under this Sublease.
5.5 SECURITY DEPOSIT. Upon execution of this Sublease, Sublessee shall
deposit with Sublessor in cash the sum specified in Article 1 hereof as a
"Security Deposit." The Security Deposit shall be held by Sublessor as security
for Sublessee's faithful performance under this Sublease. If Sublessee fails to
pay any Rent as and when due under this Sublease or otherwise fails to perform
its obligations hereunder, then Sublessor may, at its option and without
prejudice to any other remedy which Sublessor may have, apply, use or retain all
or any portion of the Security Deposit toward the payment of delinquent Rent or
for any loss or damage sustained by Sublessor due to such failure by Sublessee.
Sublessee shall upon demand restore the Security Deposit to the original sum
deposited. The Security Deposit shall not bear interest nor shall Sublessor be
required to keep such sum separate from its general funds. To the extent not
otherwise applied by Sublessor as provided herein, the Security Deposit shall be
returned to Sublessee within thirty (30) days after the Termination Date. In the
event of bankruptcy or other debtor-creditor proceedings filed by or against
Sublessee, such Security Deposit shall be deemed to be applied first to the
payment of Rent due Sublessor for the period immediately prior to the filing of
such proceedings.
5.6 HAZARDOUS MATERIALS.
5.6.1 DEFINITIONS. As used herein, the term "Hazardous Material" shall
mean any hazardous or toxic substance, material or waste which is or becomes
regulated by any state, federal, or local government authority, including all of
those materials and substances designated as hazardous or toxic by the
Environmental Protection Agency, the California Water Quality Control Board, the
Department of Labor, the California Department of Industrial Relations, the
Department of Transportation, the Department of Agriculture, the Department of
Health Services or the Food and Drug Agency. Without limiting the generality of
the foregoing, the term "Hazardous Material" shall include (i) any substance,
product, waste or any other material of any nature whatsoever which may give
rise to liability under any statutory or common law theory based on negligence,
trespass, intentional tort, nuisance or strict liability or under any reported
decisions of a state or federal court; (ii) gasoline, diesel fuel, or other
petroleum hydrocarbons; (iii) polychlorinated biphenyls; (iv) asbestos
containing materials; (v) urea formaldehyde foam insulation; and (vi) radon gas.
As used herein, the term "Hazardous Material Law" shall mean any statute, law,
ordinance, or regulation of any governmental body or agency which regulates the
use, storage, generation, discharge, treatment, transportation, release, or
disposal of any Hazardous Material.
5.6.2 SUBLESSEE'S USE. Sublessee shall not use any Hazardous Material
in violation of any applicable Hazardous Material Law. Sublessee shall indemnify
and hold harmless Sublessor with respect to any claims by or through the Master
Lessor with respect to the provisions hereof and any violations by Sublessee of
the provisions of section 50 of the Master Lease.
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ARTICLE 6.: SURRENDER. Upon the expiration or earlier termination of this
Sublease, Sublessee shall surrender the Sublease Premises in the same condition
and repair as the Sublease Premises were delivered to Sublessee on the
Commencement Date, expecting only ordinary wear and tear and damage by fire,
earthquake, act of God or the elements. Sublessee agrees to repair any damage to
the Sublease Premises, or the building of which the Sublease Premises are a
part, caused by or related to the removal of any articles of personal property,
business or trade fixtures, machinery, equipment, cabinetwork, signs, or
furniture.
ARTICLE 7.: NOTICES.
7.1 NOTICE REQUIREMENTS. All notices, demands, consents, and approvals which
may or are required to be given by either party to the other under this Sublease
shall be in writing and may be personally delivered or given or made by
overnight courier such as Federal Express, by facsimile transmission or made by
United States registered or certified mail addressed as shown in Article 1. Any
notice or demand so given shall be deemed to be delivered or made on the date
personal service is effected or, on the next business day if sent by overnight
courier, or the same day as given if sent by facsimile transmission and received
by 5:00 p.m. Pacific time or on the second business day after the same is
deposited in the United States Mail as registered or certified and addressed as
above provided with postage thereon fully prepaid. Either party hereto may
change its address at any time by giving written notice of such change to the
other party in the manner provided herein at least ten (10) calendar days prior
to the date such change is desired to be effective.
7.2 NOTICES FROM MASTER LESSOR. Each party shall provide to the other party a
copy of any notice or demand received from or delivered to Master Lessor within
twenty four (24) hours of receiving or delivering such notice or demand.
ARTICLE 8.: INDEMNITY; WAIVER OR SUBROGATION.
8.1 SUBLESSEE INDEMNITY. Sublessee shall indemnify, defend (with counsel
reasonably satisfactory to Sublessor), protect and hold Sublessor harmless from
and against any and all claims, demands, actions, suits, proceedings,
liabilities, obligations, losses, damages, judgments, costs, penalties, fines,
expenses (including, but not limited to, attorneys', consultants' and expert
witness fees) arising out of, resulting from, or related to (i) any injury or
death to any person or injury or damage to property caused by, arising out of,
or involving (A) Sublessee's use of the Sublease Premises, the conduct of
Sublessee's business therein, or any activity, work or thing done, permitted or
suffered by Sublessee in or about the Sublease Premises, (B) a breach by
Sublessee in the performance in a timely manner of any obligation of Sublessee
to be performed under this Sublease, including the Master Lease, or (C) the
negligence or intentional acts of Sublessee or Sublessee's agents, contractors,
employees, subtenants, licensees, or invitees, or (ii) the storage, use,
generation, discharge, treatment, transportation, release or disposal of
Hazardous Material by Sublessee or its agents, employees, or contractors, in,
on, over, through, from, about, or beneath the Sublease Premises or any nearby
premises. This indemnity shall survive the expiration or earlier termination of
this Sublease.
8.2 SUBLESSOR INDEMNITY. Sublessor shall indemnify, defend (with counsel
reasonably satisfactory to Sublessee), protect and hold Sublessee harmless from
and against any and all claims, demands, actions, suits, proceedings,
liabilities, obligations, losses, damages, judgments, costs, penalties, fines,
expenses (including, but not limited to, attorneys', consultants' and expert
witness fees) arising out of, resulting from, or related to (i) any injury or
death to any person or injury or damage to property caused by, arising out of,
or involving (A) Sublessor's use of the Sublease Premises, the conduct of
Sublessor's business therein, or any activity, work or thing done, permitted or
suffered by Sublessor in or about the Sublease Premises occurring prior to the
Commencement Date, (B) a breach by Sublessor in the performance in a timely
manner of any obligation of Sublessor to be performed under this Sublease,
including the Master Lease, or (C) the negligence or intentional acts of
Sublessor or Sublessor's agents, contractors, employees, subtenants, licensees,
or invitees, or (ii) the storage, use, generation, discharge, treatment,
transportation, release or disposal of Hazardous Material by Sublessor or its
agents, employees, or contractors, in, on, over, through, from, about, or
beneath the Sublease Premises or any nearby premises. This indemnity shall
survive the expiration or earlier termination of this Sublease.
8.3 MUTUAL WAIVER OF SUBROGATION. The parties hereby waive any rights of
recovery each may have against the other in connection with any loss or damage
occasioned to either party's respective property, the Sublease Premises, or its
contents, arising from any risk generally covered by fire and extended coverage
insurance, irrespective of the cause of such fire or casualty. In addition, the
parties each, on behalf of their respective insurance companies, waive any right
of subrogation that such insurance company may have against the other party for
any such loss or damage, provided that such waiver does not invalidate any such
policy. In the event that such waiver would invalidate such policy, the insured
party shall promptly notify the other in writing.
ARTICLE 9.: GENERAL PROVISIONS.
9.1 ACCESS FOR INSPECTION AND REPAIRS. Sublessee shall allow Master Lessor and
Sublessor, and their agents, free access at all reasonable times to the Sublease
Premises for the purpose of inspecting or of making repairs, additions, or
alterations to the Sublease Premises, required of them, if any, or any property
owned by or under the control of Master Lessor or Sublessor.
9.2 PUBLIC LIABILITY INSURANCE. Sublessee agrees to carry liability insurance
insuring both Sublessee and Sublessor, and Master Lessor, against all claims for
personal injury or property damage caused by conditions or activities on the
Sublease Premises in amounts and scope of coverage to be reasonably approved by
Sublessor.
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9.3 ACCESS TO LAVATORY, TELEPHONE ROOM AND POWER ROOM. Sublessee agrees that
Sublessor and its employees and authorized agents will have use of the men's
and women's lavatories situated within the Sublease Premises as well as the
telephone room and the power room situated within the Sublease Premises.
9.4 REPAIRS AND MAINTENANCE. Subject to Master Lessor's obligations under the
Master Lease, Sublessee shall maintain the Sublease Premises in good repair and
tenantable condition during the continuance of this Sublease, except in case of
damage arising from the act or negligence of Sublessor or its agents.
9.5 WAIVER OF ONE BREACH NOT WAIVER OF OTHERS. Waiver of one breach of a
term, condition, or covenant of this Sublease by either party to this Sublease
shall be limited to the particular instance and shall not be construed as a
waiver of past or future breaches of the same or other terms, conditions, or
covenants.
9.6 TERMINATION AND REENTRY BY SUBLESSOR ON SUBLESSEE'S DEFAULT. If Sublessee
abandons or vacates the Sublease Premises or is dispossessed for cause by
Sublessor before the termination of this Sublease, Sublessor may, on giving ten
(10) days' written notice to Sublessee, declare this Sublease forfeited and may
then make reasonable efforts to relet the Sublease Premises. Sublessee shall be
liable to Sublessor for all damages suffered by reason of such forfeiture. Such
damages will include, but shall not be limited to, the following: (1) all actual
damages suffered by Sublessor until the Sublease Premises is relet, including
reasonable expenses incurred in attempting to relet; (2) the difference between
the rent received when the Sublease Premises is relet and the rent reserved
under this Sublease.
Until the Sublease Premises have been relet, Sublessee agrees to pay to
Sublessor, on the same days as the rental payments are due under this Sublease,
the actual damages suffered by Sublessor since the last payment, either rent or
damages, was made. After the Sublease Premises have been relet, Sublessee agrees
to pay to Sublessor, on the last day of each rental period, the difference
between the rent received for the period from reletting and the rent reserved
under this Sublease for the period.
9.7 NO ASSIGNMENT OR SECOND SUBLEASE WITHOUT CONSENT. Sublessee shall not
sell or assign this Sublease or any part of this Sublease, or any interest in
it, or resublet the Sublease Premises in whole or in part without first
obtaining the written consent of Sublessor and Master Lessor. This Sublease will
not be assigned by operation of law. If Sublessor and Master Lessor once give
consent to assignment of this Sublease or of any interest therein, they shall
not thereby be barred from afterwards refusing to consent to any further
assignment. Any attempt to sell, assign, or resublease without written consent
of Sublessor and Master Lessor shall be deemed sufficient grounds for
dispossession and will entitle Sublessor to proceed pursuant to Section 9.6 of
this Sublease if Sublessor so elects.
9.8 FENCED AREA. Sublessor will retain the use of the locked fenced area in
the rear of the building, which is presently used as a parking area for two of
Sublessor's vehicles and houses Sublessor's TV antenna.
9.9 PARKING SPACES. Parking spaces for the building which houses the Sublease
Premises and the Sublessor's Premises shall be used on a first come first serve
basis, with the exception of Xx. Xxxxx Xxxxxxxx'x space, in the front of the
building, next to the disabled parking space, which shall be reserved for his
use or by such other person as Sublessor shall designate.
9.10 SECURITY SYSTEM. Sublessor shall operate and maintain the present
security system. Sublessee shall advise Sublessor as to the number of security
keys which Sublessee will need.
9.11 MAINTENANCE CONTRACT. The costs of any maintenance contract under section
48 of the Master Lease to be obtained and retained by Sublessor as Lessee
thereunder shall be paid by Sublessor and Sublessee based upon their respective
pro rata shares.
9.12 LATE CHARGE AND INTEREST. The late payment of any Rent will cause
Sublessor to incur additional costs, including the cost to maintain in full
force the Master Lease, administration and collection costs, and processing and
accounting expenses. If Sublessor has not received any installment of Rent
within five (5) days after that amount is due, Sublease will pay five percent
(5%) of the delinquent amount, which is agreed to represent a reasonable
estimate of the cost incurred by Sublessor. In addition, all delinquent amounts
will bear interest from the date the amount was due until paid in full at a rate
per annum ("Applicable Interest Rate") equal to the greater of (a) five percent
(5%) per annum plus the then federal discount rate on advances to member banks
in effect at the Federal Reserve Bank of San Francisco on the 25th day of the
month preceding the date of this Sublease or (b) ten percent (10%). However, in
no event will the Applicable Interest Rate exceed the maximum interest rate
permitted by law that may be charged under these circumstances. Sublessor and
Sublessee recognize that the damage Sublessor will suffer in the event of
Sublessee's failure to pay this amount is difficult to ascertain and that the
late charge and interest are the best estimate of the damage that Sublessor will
suffer. If a late charge becomes payable for any three (3) installments of Rent
within any twelve (12) month period, the Rent will automatically become payable
quarterly in advance.
9.13 SEVERABILITY. If any term or provision of this Sublease shall, to any
extent, be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Sublease shall not be affected thereby, and
each term and provision of this Sublease shall be valid and enforceable to the
fullest extent permitted by law.
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9.14 ATTORNEYS' FEES; COSTS OF SUIT. If Sublessee or Sublessor shall bring any
action or proceeding for any relief against the other, declaratory or otherwise,
arising out of this Sublease, the prevailing party shall be entitled to recover
its reasonable attorneys' fees and costs.
9.15 WAIVER. No covenant, term or condition or the breach thereof shall be
deemed waived, except by written consent of the party against whom the waiver is
claimed, and any waiver of the breach of any covenant, term or condition shall
not be deemed to be a waiver of any other covenant, term or condition.
9.16 TIME OF ESSENCE. Time is of the essence in this Sublease.
9.17 BROKERAGE COMMISSIONS. The parties represent and warrant to each other that
they have dealt with no brokers, finders, agents or other person in connection
with the transaction contemplated hereby to whom a brokerage or other commission
or fee may be payable, except for the broker named in Article 1 to whom
Sublessee shall pay a commission pursuant to a separate agreement between
Sublessee and Sublessee's Broker. Each party shall indemnify, defend and hold
the other harmless from any claims arising from any breach by the indemnifying
party of the representation and warranty in this Section 9.17.
9.18 BINDING EFFECT. Preparation of this Sublease by Sublessee or Sublessee's
agent and submission of the same to Sublessor shall not be deemed an offer to
lease. This Sublease shall become binding upon Sublessor and Sublessee only when
fully executed by Sublessor and Sublessee and consented to in writing by Master
Lessor.
9.19 ENTIRE AGREEMENT. This instrument, along with any exhibits and addenda
hereto, constitutes the entire agreement between Sublessor and Sublessee
relative to the Sublease Premises. This Sublease may be altered, amended or
revoked only by an instrument in writing signed by both Sublessor and Sublessee.
There are no oral agreements or representations between the parties affecting
this Sublease, and this Sublease supersedes and cancels any and all previous
negotiations, arrangements, brochures, agreements, representations and
understandings, if any, between the parties hereto.
9.20 EXECUTION. This Sublease may be executed in one or more counterparts, each
of which shall be considered an original counterpart, and all of which together
shall constitute one and the same instrument. Each person executing this
Sublease represents that the execution of this Sublease has been duly authorized
by the party on whose behalf the person is executing this Sublease.
9.21 CONSENT OF MASTER LESSOR. This Sublease is subject to the obtaining of the
consent of the Master Lessor pursuant to the terms of the Master Lease. Upon
execution of this Sublease by Sublessee and Sublessor, Sublessor shall submit
this Sublease to the Master Lessor immediately upon its execution pursuant to
paragraph 16 of the Master Lease. If Master Lessor does not consent to this
Sublease within ten (10) business days, following its receipt by the Master
Lessor, then either Sublessor or Sublessee may terminate this Sublease.
Sublessor: Sublessee:
SYSOREX INTERNATIONAL, INC. BEST INTERNET COMMUNICATIONS, INC.
A DELAWARE CORPORATION A CALIFORNIA CORPORATION
By: /s/ A. Xxxxx Xxxxxxxx
BY: /s/ XXXXX X. XXXXXX
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Title: Chairman Title: CEO/Chairman
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Date: 6/13/97 Date: 6/13/97
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