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SUBLEASE AGREEMENT
between
GENERAL CHEMICAL CORPORATION,
as Sublessor
and
GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.,
as Sublessee
Dated as of April 28, 1999
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00 Xxxx Xxxxxx Xxxx
Xxxxxxxxxx - Xxxx Xxxxx, Xxx Xxxxxx
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Sublease"), dated as of April 28,
1999, by and between GENERAL CHEMICAL CORPORATION, a Delaware corporation having
an address at 00 Xxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the
"Sublessor"), and GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC., a Delaware
corporation having an address at 00 Xxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000 (the "Sublessee").
RECITALS:
A. Sublessor is the lessee of certain premises comprising 66,098
net rentable square feet, constituting 68.51%, of the building known as 00 Xxxx
Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "Building"), a diagram of which
is attached hereto as Exhibit A (the "Premises"), pursuant to a certain Lease
Agreement dated November 7, 1986 (as amended, supplemented, modified, extended,
assigned and assumed, the "Lease"), between Xxxxxxx Xxxxxxx Properties, as
landlord, and Sublessor.
B. The interest of Xxxxxxx Xxxxxxx Properties under the Lease
has been assigned to 90 East Xxxxxx Road, L.P. (the "Landlord"); and
C. Sublessor and Sublessee are indirect wholly-owned
subsidiaries of The General Chemical Group Inc., a Delaware corporation ("GCG"),
which intends to separate its existing businesses by having (i) its performance
products and manufacturing businesses owned by the Sublessor and (ii) its
industrial chemicals business owned by Sublessee. The parties hereto, GCG and
GenTek Inc., have entered into a Separation Agreement, dated as of April 15,
1999 (as the same may be amended, supplemented or restated from time to time,
the "Separation Agreement"), with respect to such separation and the terms and
conditions thereof.
D. Sublessor desires to (a) sublet to Sublessee, and Sublessee
desires to sublet from Sublessor, the portion of the Premises crosshatched in
black on Exhibit B hereto, consisting of 4,042 rentable square feet of space
(the "Direct Sublet Space"), (b) share in common with Sublessee approximately
9,089 rentable square feet of space (the "Shared Sublet Space") at the Premises,
which Shared Sublet is substantially comparable, in all respects, to the
portions of the Premises utilized by employees of the Industrial Chemicals
Business (as defined in the Separation Agreement) prior to the date hereof, and
(c) utilize Sublessor's services, equipment and supplies in connection
therewith, including the items set forth in Section 3(g) of this Sublease (the
"Shared Services"; together with the Direct Sublet Space and the Shared Sublet
Space, the "Sublet Space"), upon the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the rental payments
to be made hereunder by Sublessee to Sublessor and the mutual terms, provisions,
covenants and conditions hereinafter set forth, the parties hereto hereby agree
as follows:
1. Demised Premises. Upon the terms and subject to the
conditions set forth in this Agreement, Sublessor does hereby sublease to
Sublessee, and Sublessee does hereby take and hire from Sublessor, the Sublet
Space.
2. Term of the Sublease. The term (the "Term") of this Sublease
shall commence on May 1, 1999 (the "Sublease Commencement Date"), and shall
terminate, unless sooner terminated as provided herein or pursuant to law, at
11:59 p.m. one day prior to the expiration or termination date of the Lease (the
"Sublease Expiration Date"). Sublessor and Sublessee agree to cooperate with
each other in connection with the transactions contemplated by this Sublease.
3. Rent, etc.
(a) Basic Rent. Sublessee hereby covenants and agrees to
pay to Sublessor during the Term of this Sublease annual basic rent (the "Basic
Rent") for the Premises equal to twenty percent (20%) ("Sublessee's
Proportionate Share") of the Base Rent payable by Sublessor to Landlord under
the Lease, as the same may be adjusted or escalated pursuant to the Lease. The
initial annual Basic Rent of $230,823.12 shall be paid in advance in equal
monthly installments of $19,235.26 commencing on the Sublease Commencement Date
and on the first day of each calendar month thereafter, without notice or demand
therefor and without abatement, deduction or setoff of any amount whatsoever.
The Basic Rent shall be prorated for any portion of a month during the Term.
(b) Additional Amounts. In addition to the Basic Rent
specified above, Sublessee shall also pay to Sublessor during the Term of this
Sublease, Sublessee's Proportionate Share of (i) the additional rent payable by
Sublessor to the Landlord pursuant to the Lease (including, without limitation,
pursuant to Article 5 of the Lease and Sublessee's Proportionate Share of Taxes
and Operating Expenses) (the "Additional Rents") and (ii) the cost to Sublessor
of operating the office facility at the Premises (the "Shared Services Costs";
together with the Additional Rents, the "Additional Amounts"), including the
Shared Services. The additional rent payable by Sublessee to Sublessor hereunder
for the Additional Rents shall be payable by Sublessee in the same amount and
manner as Sublessor has agreed to pay the Landlord, provided, that Sublessee
shall make such payments to Sublessor on the earlier of (i) five days prior to
the date upon which Sublessor has agreed to make such payments to the Landlord
and (ii) five days after Sublessor delivers to Sublessee a copy of the required
statement. Promptly after receipt
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from the Landlord of any statement of, regarding or issued by the Landlord in
connection with any Additional Rent, Sublessor shall send to Sublessee a copy
thereof and prepare a voucher indicating the amounts payable by Sublessee
pursuant to the provisions hereof. Sublessor shall, from time to time, send to
Sublessee a statement of Shared Services Costs in reasonable detail, and the
Sublessee shall pay each such statement promptly and in any event within 30 days
of receipt thereof. Payments of Additional Amounts shall be prorated equitably
for any period of less than one month occurring at the respective commencement
and expiration or termination of the Term of this Sublease. If Sublessor shall
receive a refund or credit from the Landlord on account of Additional Rents for
any period for which Sublessee has made payment pursuant to this Section 3(c),
Sublessor shall promptly pay to Sublessee (or, if Sublessor shall receive a
credit against Sublessor's Base Rent under the Lease, credit against the Basic
Rent next due hereunder) Sublessee's Proportionate Share of such refund (or
credit) and any interest paid thereon and received by Sublessor.
(c) HVAC; Supplemental Air Conditioning; Electricity.
Sublessor shall permit Sublessee to use the Premises' HVAC and supplemental air
conditioning system to service the Sublet Space. To the extent provided by the
Landlord under the Lease, the Sublet Space has shall have electricity capable of
operating standard office equipment. Electricity, HVAC and supplemental air
conditioning shall comprise a component of Additional Amounts.
(d) Cafeteria Contribution. Rent payable by Sublessor to
the Landlord on account of the cafeteria shall be a component of Additional
Amounts.
(e) Shared Services. The Sublessor shall provide to
Sublessee the following Shared Services, as, to the extent and for so long as
the Sublessor provides any such Shared Service to itself: (i) provision of
telecommunications services (including use of Sublessor's switching equipment,
telephone, facsimile and voice mail systems), (ii) mailroom, postage and mail
distribution, (iii) maintenance facilities and the performance of maintenance
and janitorial services at the Sublet Space, (iv) use of common office
furniture, (v) use of on-site cafeteria, (vi) use of on and off-site storage
facilities, (vii) use of office equipment such as copiers, fax machines,
automobiles and other equipment and property used in connection with the
Premises or Building, (viii) building-wide entertainment (such as Christmas
parties and picnics), and (ix) other services related to the use and maintenance
of the Premises and the Building, and related equipment and material, by the
Sublessee. In the event Sublessor outsources the provision or furnishing of any
particular Shared Service for itself, or otherwise engages any third party to
provide or furnish any particular Shared Service for itself, Sublessor may
arrange for such third party to provide or furnish such Shared Service to
Sublessee as and to the extent such third party provides or furnishes such
Shared Service to Sublessor; provided
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that such outsourcing or engagement shall not discontinue or otherwise limit the
obligations of Sublessor to provide such Shared Service hereunder if such
outsourcing or engagement had not been implemented by the Sublessor.
Sublessor and Sublessee shall periodically discuss the
provision of Shared Services, including the extent of such Shared Services
needed or desired by Sublessee and whether any equitable adjustment to the
Sublessee's Proportionate Share of Shared Services Costs is necessary or
appropriate.
(f) Additional Rent. If Sublessor shall be liable for any
additional rent to the Landlord arising out of the use or occupancy of the
Sublet Space, Sublessee shall pay to Sublessor, as additional rent, the full
amount of such rent payable by Sublessee or to the Landlord which is allocable
to the Sublet Space. The additional rent payable by Sublessee to Sublessor
hereunder shall be paid in the same manner as Sublessor has agreed to pay the
Landlord, provided that Sublessee shall make such payments on the earlier of (i)
five days after Sublessor delivers to Sublessee a written demand for the payment
of such additional rent and (ii) five days prior to the date upon which
Sublessor has agreed to make such payment to the Landlord.
(g) Payment of Basic Rent, etc. Sublessee shall pay the
Basic Rent, the Additional Amounts and any other rent and additional rent
payable hereunder by check payable to the order of Sublessor at its address for
notices specified in Section 23 of this Sublease (or by wire transfer if
mutually agreed by the parties), or to such other party or to such other address
as Sublessor may designate from time to time by written notice to Sublessee. If
Sublessor shall at any time accept payment of the Basic Rent, the Additional
Amounts or any other rent or additional rent after the same shall become due and
payable, such acceptance shall not excuse any delay upon subsequent occasions,
or constitute or be construed as a waiver of any or all of Sublessor's rights
hereunder. If Sublessee shall fail to pay any installment of the Basic Rent, the
Additional Amounts or any other rent or additional rent within five days after
the due date thereof, Sublessee shall pay interest on such Basic Rent,
Additional Amounts or other rent or additional rent at a rate equal to 10% from
the date when such installment or payment became due to the date of payment
thereof, which interest shall be deemed additional rent payable under this
Sublease. The failure or delay by Sublessor in furnishing copies of the
statements or any voucher required hereunder shall not prejudice the rights of
Sublessor in respect of, or constitute a waiver of Sublessor's right to receive,
the Additional Amounts, or any other payment of rent or additional rent
hereunder.
(h) Use of the Cafeteria. Sublessor hereby grants to
Sublessee during the Term of this Sublease and upon payment of the Additional
Amounts, a nonexclusive license to utilize the cafeteria in the Building,
subject to the terms and conditions of this
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Sublease, the Lease and any other agreement of the Sublessor on the date hereof
regarding the use of such cafeteria.
(i) Parking. Sublessor hereby grants to Sublessee during
the Term of the Sublease a nonexclusive license to utilize, without charge
therefor, parking spaces reserved for Sublessor's use pursuant to the Lease,
subject to the terms and provisions thereof.
(j) Signs. The Sublessee shall place no identifying signs
in or about the Premises or the Building without the consent of Sublessor and
otherwise in accordance with the provisions of Article 24 of the Lease.
Sublessor (and, to the extent required by the Lease, the Landlord) shall have
the right to prescribe the location, type and size of any sign. Any sign
permitted shall be constructed at Sublessee's sole cost and expense, shall be
constructed in accordance with all laws and shall be removed by Sublessee at the
expiration of the Term at Sublessee's sole cost and expense.
(k) Sublessee Improvements. Subject to Section 12 hereof,
Sublessee shall make such alterations and improvements as are necessary to make
the Direct Sublet Space a separate and discrete space, all as required by law
and local ordinances. Such alterations shall include, without limitation,
demising walls, fire doors, legal entrances, sprinkler systems, etc. All such
alterations shall be made at Sublessee's sole cost and expense.
4. Subordination to and Incorporation of the Lease. This
Sublease shall be expressly subject and subordinate to all of the terms,
provisions, covenants and conditions of the Lease. Except as provided in this
Section 4, or elsewhere in this Sublease, all of the terms, provisions,
covenants, agreements and conditions of the Lease are hereby incorporated in and
made a part of this Sublease with the same force and effect as though set forth
in full herein, except that the provisions as to the Base Rent payable by
Sublessor to the Landlord, the provisions of Sections 1.1 and 1.3 and Articles
2, 3, 14, 19, 24, 45, 46, 48 and 49 of the Lease, the Landlord's Work letters
and such other terms, covenants and conditions as are not relevant or applicable
or are specifically inconsistent with the terms hereof (collectively, the
"Excluded Provisions") are not incorporated herein. Wherever the term (i)
"Tenant" occurs in the Lease the same shall be deemed to refer to Sublessee
herein, (ii) "Landlord" occurs in the Lease the same shall be deemed to refer to
both the Landlord and the Sublessor, (iii) "Premises" occurs in the Lease the
same shall be deemed to refer to the Sublet Space and (iv) "this Lease" occurs
in the Lease the same shall be deemed to refer to this Sublease. A true and
complete copy of the Lease has been furnished to Sublessee, and Sublessee
covenants and agrees to observe and perform in respect of the Sublet Space all
of the terms, provisions, covenants and conditions contained in the Lease upon
the part of the tenant therein named to be observed or
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performed, except for the Excluded Provisions. Sublessee agrees not to do or, to
the extent reasonably within its control, to suffer or permit anything to be
done which would result in a default under the Lease or cause the Lease to be
terminated.
5. Use of Sublet Space. Sublessee shall use and occupy the
Sublet Space only for office purposes and for no other purpose whatsoever. In no
event shall Sublessee use or occupy the Sublet Space in a manner inconsistent
with the terms of the Lease, including, without limitation, the provisions of
Article 6 of the Lease.
6. Failure of the Landlord to Perform Obligations. Sublessor
does not assume, and Sublessee hereby acknowledges and agrees that Sublessor
does not assume, any obligation to perform the terms, covenants and conditions
contained in the Lease on the part of the Landlord to be performed. In the event
that the Landlord shall fail to perform any of the terms, covenants and
conditions contained in the Lease on its part to be performed, Sublessor shall
be under no obligation to perform such terms, covenants and conditions and shall
have no liability to Sublessee. Sublessee shall (i) not have the right, in its
own name, to request performance of obligations required of the Landlord under
the Lease directly from the Landlord or (ii) commence legal action against the
Landlord without Sublessor's prior written consent. Sublessor shall cooperate
with reasonable requests of Sublessee in connection with requesting the Landlord
to perform its obligations and Sublessee shall reimburse Sublessor for any legal
or other expenses incurred by Sublessor in connection therewith. Sublessor
shall, at the request of Sublessee, request performance from the Landlord,
provided that in no event shall Sublessor be required to commence legal action
against the Landlord. In any event, Sublessee shall not be allowed any abatement
or diminution of rent under this Sublease because of the Landlord's failure to
perform any of its obligations under the Lease, except where Sublessor receives
an abatement or diminution of rent under the Lease due to the Landlord's failure
to perform.
7. Disclaimer of Liability. Sublessee agrees that wherever
the Landlord reserves a right or disclaims any liability under the Lease, said
right or disclaimer shall inure to the benefit of Sublessor as well as to the
Landlord, and any rights or disclaimers inuring to Sublessor as tenant under the
Lease shall inure to the benefit of Sublessee.
8. Survival of Obligations. Any unpaid obligations of
Sublessee hereunder shall survive the expiration or earlier termination of this
Sublease, including without limitation, any obligation of Sublessee for Basic
Rent, Additional Amounts or other rent or additional rent.
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9. Costs and Expenses. All costs and expenses that
Sublessee assumes or agrees to pay pursuant to this Sublease shall be deemed
additional rent and, in the event of nonpayment, Sublessor shall have all the
rights and remedies provided for in the case of nonpayment of rent.
10. Additional Services Required by Sublessee. Sublessee
covenants and agrees to make its own arrangements with the Landlord for
additional services other than those which are required to be furnished by the
Landlord under the terms of the Lease and any such additional services shall be
paid for by Sublessee (including, without limitation, electricity as required by
Section 3(d) of this Sublease).
11. Condition of the Premises. Sublessee acknowledges that
Sublessor has made no representations or warranty of any kind or manner
(express, implied or otherwise) with respect to the condition of the Sublet
Space, or the compliance of the Sublet Space with any applicable law. Except as
otherwise provided for herein, (i) Sublessor shall not incur any greater
obligation, financial or otherwise, in connection with the Sublet Space than it
would have had but for this Sublease and (ii) Sublessee shall be solely
responsible for all costs which may be imposed on Sublessor or Sublessee under
the Lease in connection with the condition of the Sublet Space.
12. Sublessee's Changes. Sublessee shall not make any
alterations, additions, installations, substitutions, improvements or
decorations in and to the Sublet Space (the "Sublessee Changes") without first
obtaining the prior written approval of Sublessor (including approval to the
plans and specifications and mechanical, electrical and plumbing drawings, if
applicable) for such Sublessee Changes, which approval shall be provided in the
manner set forth in the Lease. If Sublessor shall approve any Sublessee Changes
and the plans and specifications therefor, as the case may be, the Sublessor
shall seek the Landlord's approval for such Sublessee Changes in accordance with
the terms of the Lease. Sublessee shall not directly request from Landlord
consent to make any Sublessee Changes. If following approval by Sublessor and
submission to Landlord for approval, Landlord approves the Sublessee Changes,
the Sublessee Changes shall be performed in accordance with this Sublease and
the Lease, including, without limitation, the provisions of Article 19 of the
Lease, and all costs and expenses payable in connection with the Sublessee
Changes and to the Landlord under Article 19 of the Lease shall be paid by
Sublessee.
13. Repairs. Sublessee agrees to take good care of the
Sublet Space and to assume the entire responsibility for any repairs which may
be necessary to the Direct Sublet Space and the Shared Sublet Space during the
Term of this Sublease and which are required to be made by Sublessor under the
terms of the Lease.
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14. Assignment, Mortgaging, Subletting. Sublessee shall
not assign, mortgage, encumber or otherwise transfer this Sublease, nor sublet
the Sublet Space or any part thereof, or permit the Sublet Space or any part
thereof to be used or occupied by anyone other than Sublessee, without first
obtaining the written consent of Sublessor in each instance, which consent the
Sublessee agrees may be withheld in the sole discretion of Sublessor, provided
that any party hereto may assign all or any portion of its rights under this
Sublease to any other member of its Group (as defined in the Separation
Agreement); provided, further, that no assignment hereunder shall affect any of
the obligations or liabilities of any such assignor under this Sublease.
15. Default and Termination. (a) Sublessee covenants and
agrees that in the event that it shall default in the performance of any of the
terms, covenants and conditions of this Sublease or of the Lease, including
without limitation, the (i) failure by Sublessee to pay to Sublessor any sums
payable pursuant to Section 3 of this Sublease as and when such sums are due and
payable and (ii) occurrence of a default under Article 27 of the Lease,
Sublessor shall be entitled to exercise any and all of the rights and remedies
to which it is entitled by law, including, without limitation, the remedy of
summary proceeding, and also any and all of the rights and remedies specifically
provided to the Landlord in the Lease, which are hereby incorporated herein and
made a part hereof, with the same force and effect as if herein specifically set
forth in full, and that wherever in the Lease rights and remedies are given to
the Landlord therein named, the same shall be deemed to refer to Sublessor. In
addition, and notwithstanding anything to the contrary contained in the Lease or
this Sublease, wherever in Article 27 of the Lease a default thereunder is
conditioned upon the passage of time or the giving of notice, or both, the
Sublessee shall have five fewer days to cure such default than as stated in the
Lease. By way of example and not limitation, if a default under the Lease is
deemed to have occurred 30 days after notice to Sublessor, a default shall be
deemed to have occurred under this Sublease 25 days after Sublessor provides
notice thereof to Sublessee.
(b) Notwithstanding any other provisions of this Sublease,
upon the occurrence of a Change of Control with respect to the Sublessee,
Sublessor or Sublessee may, upon six months' prior written notice to the other
party, terminate this Sublease, and if such termination occurs Sublessee shall
quit the Sublet Space, and in addition, Sublessor shall be entitled to exercise
any and all of the rights and remedies to which it is entitled by law,
including, without limitation, the remedy of summary proceeding, and also any
and all of the rights and remedies specifically provided to the Landlord in the
Lease, which are hereby incorporated herein and made a part hereof, with the
same force and effect as if herein specifically set forth in full, and that
wherever in the Lease rights and remedies are given to the Landlord therein
named, the same shall be deemed to refer to Sublessor. For purposes of this
Section 15(b), a "Change in Control" shall be deemed to occur on the first date
on which Xxxx X. Xxxxxxxx and his "Permitted Transferees" (as such term is
defined
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in the certificate of incorporation of GCG, as in effect as of the Spinoff Date,
assuming for this purpose that any reference to "Class B Stock" in such
definition is a reference to all the capital stock of GCG) no longer possess 50%
or more of the combined voting power of the capital stock of the Sublessee, GCG
or any other entity that, directly or indirectly, holds 50% or more of the
voting power of the capital stock of the Sublessee. For the purposes of this
Section 15(b), the term "Spinoff Date" shall have the meaning given thereto in
the Separation Agreement.
16. Insurance.
(a) Maintenance of Insurance. During the term of this
Sublease, Sublessee shall at its sole cost and expense provide and maintain with
respect to the Direct Sublet Space comprehensive public liability and property
damage insurance in conformity with the requirements and provisions of Articles
9 and 11 of the Lease. Sublessee shall cause Sublessor and the Landlord to be
included as additional named insureds on each such policy. Each such policy
shall contain provisions, if and to the extent available, that it will not be
cancelable except upon at least 30 days' prior notice to all named insureds and
that the act or omission of one insured shall not invalidate the policy as to
the other insureds. Such insurance shall be carried with an insurer reasonably
satisfactory to Sublessor and the Landlord, and Sublessee shall furnish to
Sublessor satisfactory evidence that such insurance is in effect on or before
the Sublease Commencement Date and, on request, at reasonable intervals
thereafter.
(b) Subrogation. Each party hereby agrees to cause
the insurance policies carried by such party with respect to the Sublet Space or
the Premises to comply with the provisions of Article 12 of the Lease with
respect to obtaining waivers of subrogation endorsements and releases of
liability from the insurers. The releases contained in the Lease with respect
thereto are incorporated herein and made applicable to Sublessor and Sublessee.
17. Surrender of Premises. On the Sublease Expiration
Date, whether the Sublease Expiration Date occurs by expiration, termination,
lapse of time or otherwise, Sublessee, at Sublessee's sole cost and expense,
shall quit and surrender the Sublet Space to Sublessor in the same condition in
which Sublessor has delivered the Sublet Space to Sublessee, ordinary wear and
tear excepted. Sublessee hereby consents and agrees that if Sublessee should
"hold over" after the termination or expiration of this Sublease, Sublessee
shall pay to Sublessor for use and occupancy of the Sublet Space for each month
or part thereof during which Sublessee shall hold over, an amount equal to the
sum of 250% of the monthly Basic Rent and any additional rent (including,
without limitation, Additional Amounts, plus all damages incurred by the
Landlord pursuant to Article 27 of the Lease.
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18. Sublessor's Representations and Warranties. Sublessor
represents and warrants that:
(a) Sublessor is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware
and is qualified under the laws of the State of New Jersey to do business in New
Jersey;
(b) Sublessor has all requisite corporate power and
authority to execute, deliver, and perform its obligations under this Sublease,
and the execution, delivery and performance of this Sublease by the Sublessor,
and the consummation of all transactions contemplated hereby, have been duly
authorized by all necessary corporate action of the Sublessor and will not
violate any laws or governmental or court regulations or orders or any
agreements to which the Sublessor is a party or is subject or by which it is
otherwise bound;
(c) This Sublease constitutes the legal, valid and
binding obligation of Sublessor, enforceable against Sublessor in accordance
with its terms; and
(d) To the best of its knowledge, Sublessor has
delivered to Sublessee a true and complete copy of the Lease.
19. Sublessee's Representations and Warranties. Sublessee
represents and warrants that:
(a) Sublessee is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is qualified under the laws of the State of New Jersey to do business in New
Jersey;
(b) Sublessee has all requisite corporate power and
authority to execute, deliver and perform its obligations under this Sublease,
and the execution, delivery and performance of this Sublease by Sublessee, and
the consummation of all transactions contemplated hereby, have been duly
authorized by all necessary corporate action of Sublessee and will not violate
any laws or governmental or court regulations or orders or any agreements of
which Sublessee is a party or is subject or by which it is otherwise bound;
(c) This Sublease constitutes the legal, valid and
binding obligation of Sublessee, enforceable against the Sublessee in accordance
with its terms; and
(d) To the best of its knowledge, Sublessee has
received a true and complete copy of the Lease.
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20. Default under the Lease. Sublessee covenants that it
will not do or cause to be done or fail to do or suffer or permit anything to be
done by Sublessee, its officers, agents, invites, licensees, successors, assigns
or employees which would or might cause the Lease or the rights of Sublessor, as
tenant thereunder, to be canceled, terminated or forfeited or which would make
Sublessor liable for damages, claims or penalties.
21. Indemnity.
(a) Sublessee hereby indemnifies and holds harmless
Sublessor from and against any and all damages, losses or expenses (including,
without limitation, reasonable attorneys' fees) arising by reason of Sublessee's
failure to comply with the provisions of this Sublease or from the negligent or
improper use or occupancy of the Sublet Space or from any work or thing
whatsoever done by Sublessee, its agents, employees, licensees, successors or
assigns, or any such condition created by Sublessee, its agents, employees,
licensees, successors or assigns, or any such other act or omission of
Sublessee, its agents, employees, licensees, successors or assigns, in, about or
in connection with the Sublet Space, provided that the foregoing indemnity shall
not apply to claims arising due to Sublessor's, or the Sublessor's agents,
employees, or licensees, gross negligence, willful misconduct or fraud.
(b) Sublessor hereby indemnifies and holds harmless
Sublessee from and against any and all damages, losses or expenses (including,
without limitation, reasonable attorneys' fees) arising by reason of Sublessor's
failure to comply with the provisions of this Sublease or from the negligent or
improper use or occupancy of the Premises (excluding the Sublet Space) or from
any work or thing whatsoever done by Sublessor, its agents, employees,
licensees, successors or assigns, or any such condition created by Sublessor,
its agents, employees, licensees, successors or assigns, or any such other act
or omission of Sublessor, its agents, employees, licensees, successors or
assigns, in, about or in connection with the Premises (excluding the Sublet
Space), provided that the foregoing indemnity shall not apply to claims arising
due to Sublessee's, or the Sublessee's agents, employees, or licensees, gross
negligence, willful misconduct or fraud.
22. Notices. (a) All notices, consents, requests, instructions,
approvals and other communications provided for in, or in connection with, this
Sublease shall be in writing and shall be deemed validly given upon personal
delivery or one day after being sent by overnight courier service or by telecopy
(so long as for notices or other communications sent by telecopy, the
transmitting telecopy machine records electronic confirmation of the due
transmission of the notice), at the following address or telecopy number, or at
such other address or telecopy number as a party may designate to the other
parties:
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If to Sublessor, to:
General Chemical Corporation
00 Xxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Telecopy: 000-000-0000
Attention: General Counsel
If to Sublessee, to:
General Chemical Industrial Partners Inc.
00 Xxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Telecopy: 000-000-0000
Attention: General Counsel
(b) Sublessor and Sublessee each agrees to promptly
forward to the other copies of all notices received from the Landlord with
respect to the Sublet Space.
23. Termination of the Lease. If for any reason the term of the
Lease shall terminate prior to the Term of this Sublease, Sublessor shall not be
liable to Sublessee by reason thereof unless the termination (i) is due to the
default of Sublessor and (ii) Sublessee shall not then be in default under this
Sublease.
24. Governing Law. This Sublease shall be governed by and
construed in accordance with the laws of the State of New Jersey, without regard
to the conflicts of laws provisions thereof.
25. Waiver of Jury Trial and Right to Counterclaim. Sublessee
hereby waives all right to trial by jury in any summary or other action,
proceeding or counterclaim arising out of or in any way connected with this
Sublease, the relationship of Sublessor and Sublessee, the Sublet Space and the
use and occupancy thereof, and any claim of injury or damages. Sublessee also
hereby waives all right to assert or interpose any noncompulsory counterclaim in
any summary proceeding or other action or proceeding to recover or obtain
possession of the Sublet Space.
26. Amendments; Waivers, etc. (a) Subject to Section 15 of this
Sublease, neither this Sublease nor any term hereof may be amended, waived,
discharged or terminated other than by an instrument in writing, signed by the
party against which enforcement of such amendment, discharge, waiver or
termination is sought.
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(b) No failure or delay by any party in exercising any
right, power or privilege under this Sublease shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies provided herein shall be cumulative and not exclusive of any
rights or remedies provided by law.
27. Third Party Beneficiaries. Nothing in this Sublease shall be
construed as giving any Person other than the parties hereto and their
successors and permitted assigns, any right, remedy or claim under or in respect
of this Sublease or any provision hereof.
28. Severability. If any provision of this Sublease is held to
be invalid or unenforceable for any reason, it shall be adjusted rather than
voided, if possible, in order to achieve the intent of the parties hereto to the
maximum extent possible. In any event, the invalidity or unenforceability of any
provision of this Sublease in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Sublease in that jurisdiction or the
validity or enforceability of this Sublease, including that provision, in any
other jurisdiction.
29. Section Headings. The article and section headings of this
Sublease are for convenience of reference only and are not to be considered in
construing this Sublease.
30. Integration. This Sublease, including the Schedules and
Exhibits hereto, and the other documents delivered pursuant hereto constitute
the full and entire understanding and agreement of the parties and supersede any
and all prior agreements, arrangements and understandings relating to the
subject matters hereof and thereof.
31. Counterparts. This Sublease may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument.
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IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed
this Sublease as of the day and year first above written.
SUBLESSOR:
GENERAL CHEMICAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
SUBLESSEE:
GENERAL CHEMICAL INDUSTRIAL
PRODUCTS INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
