Exhibit 10.14
LEASE AGREEMENT
THIS AGREEMENT is made and entered into this 10th day of JULY 2002, by and
between 0000 XXXXXXX XXXX, LLC, a Michigan Limited Liability Company, of 0000
Xxxxxxxx Xxxx XX, Xxxxx Xxxxxx, Xxxxxxxx, hereinafter designated as "Landlord"
and BESTNET COMMUNICATIONS, INC., Xxx Xxxxxxxxx, with the address of 0000
XXXXXXX XXXX XX, XXXXX XXXXXX, XXXXXXXX, hereinafter designated as "Tenant".
RECITALS
In consideration of the mutual covenants and agreements herein set forth,
and other good and valuable consideration, Landlord does hereby demise and lease
to Tenant, and Tenant does hereby lease from Landlord, that portion of the
certain building located at 0000 Xxxxxxx Xxxx, XX., Xxxxx Xxxxxx, Xxxxxxxx, as
outlined on the floor plan attached hereto as Exhibit A, and consisting of
approximately 2,420 rentable square feet (hereinafter referred to as SUITES J &
K the "Demised Premises"), together with the use, in common, with Landlord and
others entitled thereto, of the common areas, parking areas, service roads,
sidewalks, hallways, stairways and to other facilities (collectively the "Common
Areas; except Landlord reserves the exclusive right to modify, reconfigure and
alter the Common Areas and to eliminate portions of the Common Areas provided
that Tenant will at all times have reasonable access to the Demised Premises.
1. TERM OF LEASE AND POSSESSION.
(a) TERM AND ACCESS. The term of this Lease shall be for 36 MONTHS
commencing on AUG 1, 2002, and ending on JULY 31, 2005, unless
sooner terminated as herein provided. Notwithstanding the
foregoing, Landlord shall permit Tenant to have access to the
Demised Premises as soon as the current tenant has vacated the
suite for the purpose of Tenant moving and storing its furniture,
equipment, computers and other items of personal property in the
Demised Premises, provided that such items and the movement and
storage of such items do not interfere with the installation of
the Improvements, as defined in Section 1 (b).
(b) INSTALLATION OF IMPROVEMENTS. Landlord will perform the work
described on Addendum #1 (collectively, the "Improvements").
2. RENT.
(a) During the term of this Lease, commencing on AUGUST 1, 2002
(except as provided in this subsection), Tenant agrees to pay
Landlord, as a fixed minimum annual rent for the Demised
Premises, the sum of Thirty Six Thousand Three Hundred Dollars
($36,300.00), payable in advance in monthly installments of Three
Thousand Twenty Five Dollars ($3,025.00), subject to the
increases provided for in Section 2(e). All rent payments will be
due on the first day of each month. Should Tenant commence
operations within the Demised Premises prior to August 1, 2002,
Tenant shall pay a pro-rata amount of the monthly rental payment
from the date Tenant commenced operations. On execution of this
Lease, Tenant shall pay the first month's rent.
(b) All payments of rent and other sums to be paid to the Landlord
shall be made at Landlord's address listed above or at such place
as the Landlord shall designate in writing from time to time.
(c) In addition to the fixed minimum annual rent, Tenant shall pay as
additional rent to Landlord any and all payments or charges
required pursuant to paragraphs 6 and 7 herein and all other sums
of money, payments or charges required to be paid by Tenant under
this Lease, whether or not the same, are designated as
"additional rent". If such amounts or charges are not paid at the
time provided in this Lease, they shall nevertheless, if not paid
when due, be collectible as additional rent with the next
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installment of rent falling due hereunder, but nothing herein
contained shall be deemed to suspend or delay the payment of any
money or charge at the time same becomes due and payable
hereunder, or limit any other remedy of the Landlord.
(d) All payments received shall be applied first to return check
charges and late charges due pursuant to Paragraph 25 below, then
to other amounts such as additional rent due hereunder, then to
rent due hereunder.
(e) For each Lease year following the initial first twelve (12)
months of the lease term, including any lease year during any
extended term, the fixed minimum annual rent shall be increased
by three percent (3%).
3. OPTION TO RENEW. So long as no default shall have occurred herein,
Tenant shall have the option to renew this lease for an additional
period of three (3) Years on the same terms and conditions as herein
contained. In the event Tenant exercises its option to renew, it shall
give written notice thereof to Landlord at least six (6) months prior
to the expiration of the lease term.
4. CONDUCT OF BUSINESS. It is understood and agreed between the parties
hereto that the Demise Premises, during the continuance of this Lease,
shall be occupied for the operation of Tenant's business of general
office space for general office purposes and for no other purpose or
purposes without the written consent of the landlord and that the
Tenant will not use the Demised Premises for any purpose in violation
of any law, municipal ordinance or regulation, and that on any breach
of this Lease, the Landlord may, at its option, terminate this Lease
forthwith and may enter and repossess the Demised Premises. Tenant
further agrees to obey all reasonable rules and regulations
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established by the Landlord for all tenants of the building in which
the Demised Premises are located upon receiving written notice from
the Landlord of such rules and regulations.
5. MAINTENANCE, WASTE AND NUISANCE, AND ALTERATIONS:
(a) MAINTENANCE. Except for repairs occasioned by the negligence of
Tenant, its agents, employees, servants, contractors, sublessees,
customers or invitees, Landlord agrees to keep the Demised
Premises, the building in which they are located and the
surrounding common area in good order, including heating and
electrical air conditioning systems. In turn, Tenant agrees to
periodically inspect the Demised Premises and to report promptly
to Landlord any defective condition known to it, and Landlord
agrees to arrange for repairs, at its own expense, as soon as
reasonably possible. The Tenant will use the Demised Premises in
a reasonable manner and be responsible for the repair of any
damage caused by the misuse or negligence of the Tenant, its
agents, employees, servants, contractors, sublessees, customers
or invitees.
(b) WASTE AND NUISANCE. Tenant shall throughout the lease term
maintain the building and other improvements constituting the
Demised Premises and keep them free from waste or nuisance, and
shall deliver up the Demised Premises in a clean and sanitary
condition at the termination of this lease in good repair and
condition, reasonable wear and tear and damage by fire, tornado,
or other casualty excepted. In the event Tenant should neglect
reasonably to maintain the Demised Premises, Landlord shall have
the right, but not the obligation, to cause repairs or
corrections to be made, and any reasonable costs therefore shall
be payable by Tenant to Landlord as additional rental on the next
rental installment date.
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(c) ALTERATIONS. The Tenant shall not make any alterations, additions
or improvements to the Demised Premises without the Landlord's
written consent. All alterations, additions or improvements made
by either of the parties hereto upon the premises, except movable
office furniture and trade fixtures put in at the expense of the
Tenant as further provided for in Paragraph 19 herein, shall be
the property of the Landlord, and shall remain upon and be
surrendered with the premises at the termination of this lease,
without molestation of injury.
6. UTILITIES.
(a) Landlord agrees to provide the necessary mains, ducts and
conduits in order to bring water, gas, electricity and telephone
service to the Demised Premises. Landlord may interrupt or
suspend the supply of any such service to the Demised Premises in
order to make necessary repairs or alterations to the Demised
Premises or to any other part of the building or the property on
which it is situated. There shall be no abatement of rent by
reason of any interruption or suspension of such services.
(b) Landlord further agrees to provide to the Demised Premises:
(i) Adequate heat and air conditioning when necessary, in
Landlord's reasonable judgement; and
(ii) To furnish adequate electricity for normal business uses in
the Demised Premises and to furnish adequate bulbs for
lighting fixtures at the inception of the Lease, and
thereafter to replace bulbs as needed at Tenant's request.
If electricity and/or gas servicing the Demised Premises is
separately metered for the Demised Premises: (1) Tenant will
pay its pro-rata the ration expressed as a percentage of the
square foot area in the Demised Premises set forth in the
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Recitals Paragraph herein to the total square foot area
occupied by all Tenants in the building in which the Demised
Premises are located), and (2) the Landlord will prepare a
monthly xxxx for the Tenant's cost of electricity and this
xxxx will be paid as additional rent by the Tenant in
addition to and with the monthly rental installment.
(c) For the Benefit of Tenant's use of the Demised Premises and all
other tenants, Landlord agrees to provide in the building:
(i) Necessary lines and means of distribution for hot and cold
water for restrooms and refrigerated water for drinking;
(ii) Restroom facilities reasonably accessible to the Demised
Premises, supplied with soap, toilet tissue and maintained
in clean and sanitary condition; and
(iii) Reasonable access to the Demised Premises for the
installation of such telephone, telegraph, teletype, data
processing and other equipment as Tenant may reasonably
require. Any charges for the installation, use or servicing
of such equipment shall be the obligation of Tenant.
7. COMMON AREA, UTILITY AND SERVICES:
(a) Landlord shall pay, in the first instance, all costs, equipping,
policing and protecting, lighting, heating, insuring, repairing,
replacing and maintaining the building in which the Demised
Premises are located and the parking areas, sidewalks, hallways
and other common areas appurtenant thereto including, without
limitation, maintenance and supplies, exterior and interior
repairs and replacement, ground care, snow and ice removal, sewer
and water charges, utilities for heating and ventilation, air
conditioning and water, light bulbs, trash removal, taxes and
assessments and similar charges, security and management fees
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(unless the cost for such utilities have been privately incurred
or contracted for by Tenant).
(b) Tenant shall pay the cost of any janitorial services for the
Demised Premises, whether incurred or contracted by Tenant or
incurred or contracted by Landlord. If the janitorial services
for the Demised Premises are incurred and contracted by Landlord,
then Tenant will pay the cost for the janitorial services to the
Demised Premises upon notice by Landlord which payment shall be
due with the next monthly installment of rent hereunder. Tenant
shall pay, upon a monthly basis a proportionate share of the
Operating Costs above the lease year upon notice by Landlord
which payment shall be due with the next monthly installment of
rent hereunder. Tenant shall pay its proportionate share of such
estimated Operating Costs for janitorial services to the Common
Area upon notice by Landlord which payment shall be due with the
next monthly installment of rent hereunder.
8. TAXES. Landlord shall pay all real estate taxes and special
assessments attributable to the real estate upon which the Demised
Premises are located. Tenant shall pay all other taxes attributable to
Tenant's occupancy of the Demised Premises and conduct of its
business, including but not limited to sales, income and personal
property taxes
9. INDEMNITY AND INSURANCE:
(a) Hold Harmless Clause. Tenant agrees to indemnify and hold
Landlord and the property of Landlord, including Demised
Premises, free and harmless from many and all claims, liability,
loss, damages resulting from Tenant's occupation and use of said
premises, specifically including, without limitation any claim,
liability, loss or damage arising by reason of:
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(1) The death or injury of any person or persons, including Tenant or
any person who is an employee or agent of Tenant, or by reason of
the damage to or destruction of any property, including property
owned by Tenant or any person who is an employee or agent of
Tenant, and caused or allegedly caused by either the condition of
the Demised Premises, or act or omission of Tenant, its agents,
employees, servants, contractors, sublessees, customers or
invitees on the Demised Premises provided no negligent act or
omission on the part of the Landlords contributed thereto:
(2) Any work performed on the Demised Premises or materials furnished
to the Demised Premises at the instance or request of Tenant or
any agent or employee of Tenant; and
(3) Tenant's failure to perform any provisions of this Lease or to
comply with any requirement of law or any requirement imposed on
Landlord or the Demised Premises by any duly authorized
governmental agency or political subdivision.
(4) All Tenants personal property of every kind and description,
including trade fixtures, which may at any time be n the Demised
Premises shall be kept at Tenant's sole risk or at the risk of
those claiming under Tenant, and Landlord shall not be
responsible or liable to Tenant for any loss of business or other
loss or damage that may be occasioned by or through the acts or
omissions of persons occupying adjoining premises or any part of
premises adjacent to or connected with the Demised Premises or
any part of the building of which the Demised Premises are part
or for any loss or damage of any kind resulting to Tenant, its
business or property or the business or property of others
claiming under Tenant from burst, overflowing, stopped or leaking
water, gas, sewer or steam Pipes, or heating, cooling or plumbing
fixtures, or from electric wires or gas odors within the Demised
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Premises for any cause whatsoever, except as may result from and
be directly caused by the negligence of Landlord, its agents or
employees.
(b) INSURANCE. Landlord shall insure its interest in the Demised
Premises with fire and extended coverage insurance. Tenant shall
CaW it's own fire insurance with respect to the contents of the
Demised Premises and personal property it attaches to the
building. Tenant shall, at Tenant's expense, maintain public
liability insurance in amounts of not less than One Million
Dollars ($1,000,000) per occurrence combined single limit
liability naming Landlord as an additional insured, and Tenant
shall furnish Landlord with a certificate of insurance which
shall provide that such insurance will not be cancelled except
upon ten (10) days prior written notice to Landlord, Tenant also
agrees to pay as additional rent any increase in insurance
premiums payable by Landlord which are due to increased hazard
attributable to Tenant's use of the Demised Premises.
(c) WAIVER OF SUBROGATION. Any insurance maintained by Tenant will
contain a clause or endorsement under which the insurer waives
all right of subrogation against Landlord, its agents or
employees, with respect to losses payable under such policy, and
Tenant hereby waives all right of recover which it might
otherwise have against Landlord, its agents or employees, for any
damage or injury to any person or property.
10. EMINENT DOMAIN. If the whole or any part of the Demised Premises
hereby leased shall be taken by any public authority under the power
of eminent domain then the term of this Leases shall cease on the part
so taken, from the day the possession of that part shall be required
for any public purpose and the rent shall be paid up to that day, and
from that day the Tenant shall have the right either to cancel this
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Lease and declare the same null and void, or to continue in the
possession of the remainder of the same under the terms herein
provided, except that the rent shall be reduced in Proportion to the
amount of the Demised Premises taken. All damages awarded for such
taking shall belong to and be awarded as compensation for diminution
in value to the leasehold, or to the fee of the Demised Premises
herein leased.
11. ADVERTISING DISPLAY. The name of the building and its address will be
clearly identified and recognized from the street. Landlord shall
erect, in the lobby, a Directory of the offices in the building. The
entrance to each office will also be identified and Tenant may, with
Landlord's prior written approval, place additional special
identification signs on the entrance door to the Demised Premises.
Tenant shall not paint, place, erect or otherwise display any signs
visible from the outside of the Demised Premises or the building of
which the Demised Premises are a part without the prior written
consent of Landlord. At, or prior to the expiration or the termination
of this Lease, Tenant shall remove any such signs and shall restore
the Demised Premises and/or the building of which the Demised Premises
are a part to their former condition, ordinary wear and tear expected.
12. PARKING. Subject to reasonable rules and regulations established by
Landlord, Tenant, its employees, agents and visitors may use the
parking lot in common with other tenants of the building and their
employees, agents and visitors on a "first-come, first-served" basis.
Landlord will keep the parking area clean and in good repair.
13. DAMAGE AND DESTRUCTION:
(a) DAMAGE AND DESTRUCTION. If the Demised Premises are damaged in
whole or in part by fire or other cause, the damages (including
alterations, equipment and decoration made and installed by
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Landlord) shall be repaired and restored by and at the expense
of Landlord, and the Tenant shall repair and restore the damage
to Tenant's fixtures, furniture and furnishings; provided,
however, that Landlord's obligation to restore shall be limited
by the amount of insurance proceeds actually received by
Landlord. During the period of such repairs and restorations,
rent and additional rent hereunder shall xxxxx in proportion to
the amount of the Demised Premises rendered untenantable thereby.
(b) REPAIRS. Both Landlord and Tenant shall make such repairs and
replacements promptly. Tenant may, as said repairs and
replacements are being made by Landlord, have reasonable access
to the Demised Premises for the purpose of installing its
fixtures, equipment, furniture and furnishings so long as Tenant
does not unreasonably interfere with Landlord's workers. No
Penalty shall accrue for reasonable delays which may arise by
reason of adjustment of fire insurance on the part of the
Landlord and/or Tenant and for reasonable delay on account of
labor troubles or any other similar or dissimilar cause
reasonably beyond Landlord's or Tenant's control.
(c) TERMINATION. Notwithstanding the foregoing provisions of this
section, if the building of which the Demised Premises are a part
is totally damaged or is rendered wholly untenantable by fire or
other cause, then either the Landlord or Tenant may, within
thirty (30) days after such fire or other cause, terminate this
Lease by giving the other party notice in writing of such
decisions and thereupon, the term of this Lease shall expire by
lapse of time upon the fifth (5th) day after such notice is given
and Tenant shall vacate the Demised Premises and surrender the
same to Landlord.
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14. DEFAULT:
(a) In the event Tenant shall fail or omit to make payment of the
rent, any item of additional rent and/or Operational Costs as
provided herein or breached any of the covenants herein provided,
and such default continues for a period of thirty (30) days
except for the payment of rent or other monies payable hereunder
which shall be for a period of ten (10) days after written notice
thereof from the Landlord or abandons the premises, or becomes
insolvent, makes an assignment for the benefit of creditor, or is
adjudicated in bankruptcy, or a receiver or trustee be appointed
for its property as a result of its insolvency whereby this Lease
shall, by operation of law, devolve upon or pass to any person or
persons other than Tenant, Landlord, at its option, may terminate
this Lease; or may without terminating this Lease, enter into the
Demised Premises and recover possession thereof, remove Tenant's
property make any repairs, changes, alterations or additions in
or to the Demised Premises that may be necessary or convenient,
and relet the same for the account of Tenant for such rent and
upon such terms as shall be satisfactory to Landlord.
(b) If Landlord shall have relet the Demised Premises, Tenant shall
pay the Landlord, as liquidated and current damages for Tenant's
default, the present value of the equivalent of the amount of the
rent, other sums and charges and additional rent as would be
payable under this Lease by Tenant if the Lease were still in
effect, less the present value of the net proceeds, if any, of
the reletting effected pursuant to the provisions hereof, after
deducting all of Landlord's expenses in connection with such
reletting, including, without limitation, all repossession costs,
brokerage and management commissions, operating expenses, legal
expenses, reasonable attorney fees, alteration costs and expenses
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of preparation of such reletting. If: after diligent effort and a
reasonable time, Landlord is unable to relet the Demised
Premises, Tenant shall pay to Landlord, as liquidated and agreed
current damages, the then present values of the rent, other sums
and charges, and additional rent to be paid by Tenant until what
would have been the end of the term hereof. Subsequent letting of
the Demised Premises after payment of such liquidated damages
shall not diminish or alter Tenant's obligation to pay such sums
hereunder.
15. SUBORDINATION. This Lease shall be subject and subordinate at all
times to any and all mortgages or deeds of trust that now or may
hereafter encumber the Demised Premises through an act of the Landlord
and to any renewal, modification, consolidation, replacement and
extension of any such mortgage or deed of trust. Tenant shall execute
any instrument subordinating the interest of Tenant under this Lease
to the lien of such mortgage or deed of trust that Landlord or the
mortgage or trustee may at any time desire, and Tenant shall duly
comply with all of the provisions of any mortgage or deed of trust to
which this Lease is subordinate, except the payment of interest and
principle thereunder. Provided, no default by Landlord under any such
mortgage shall affect Tenant's rights hereunder, so long as Tenant is
not in default under this Lease. Tenant agrees to execute any document
necessary to evidence this subordination. Furthermore, Tenant agrees,
with in ten (10) days after request by Landlord to execute and deliver
to Landlord an Estoppel Certificate identifying the commencement and
expiration date of this Lease, the amounts of rent payable under this
Lease and stating that this Lease is unmodified and in full force and
effect, or is in full force and effect as modified, stating the
modifications, and stating that the Tenant does not claim that the
Landlord is in default, or listing any claimed defaults. If Tenant
fails to deliver the executed certificate to the Landlord within the
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ten (10) day period, the accuracy of any proposal certificate prepared
by the Landlord shall be deemed conclusively confirmed.
16. INSPECTION BY LANDLORD. Tenant shall permit Landlord and its agents to
enter into and upon the Demised Premises at all reasonable times for
the purpose of inspecting the same or for the purpose of maintaining
or making repairs or alterations to the building and to exhibit the
Demised Premises to Prospective purchasers, mortgagers or tenants.
17. Parties Bound. This Lease shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, personal
representatives, legal representatives, successors, and assigns when
permitted by this Lease.
18. SIGNAGE. Lessor shall provide, at Tenant's expense, signage on the
sign monument along Cascade Road.
19. Applicable Law. This Lease shall be construed under and in accordance
with the laws of the State of Michigan.
20. Legal Construction. In case any one or more of the provisions
contained in this Lease shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof and
this Lease shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
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21. Sole Agreement of the Parties. This Lease constitutes the sole and
only agreement of the parties hereto and supersedes any prior
understandings or written or oral agreements between the parties
respecting the subject matter within it.
22. Amendment. No amendment, modification, or alteration of the terms
hereof shall be binding unless the same be in writing, dates
subsequent to the date hereof, and duly executed by the parties
hereto.
23. Rights and Remedies Cumulative. The rights and remedies provided by
this Lease are cumulative and the use of any one right or remedy by
either party shall not preclude or waive its right to use any or all
other remedies. Said rights and remedies are given in addition to any
other rights the parties may have by law, statute, ordinance, or
otherwise.
24. Waiver of Default. No waiver by the parties hereto of any default or
breach of any term, condition, or covenant of this Lease shall be
deemed to be a waiver of any other breach of the same or any other
term, condition, or Covenant contained herein.
25. Attorney's Fees. In the event Landlord or Tenant breaches any of the
terms of this Lease whereby the Party not in default employs
attorney's to protect or enforce its rights hereunder and prevails,
the defaulting party agrees to pay the other party reasonable
attorney's fees so incurred by such other party.
26. Late Fee. If any rent or additional rent specified herein is not paid
by the 5th day of the month in which it is due, Tenant agrees to pay a
late charge of ten (10%) per month for each month or part thereof that
such rentals shall not have been paid.
27. Prohibition of Offset. All rents or additional rents due hereunder
shall not be subject to any deduction of offset by Tenant for any
reason whatsoever.
28. Excuse. Neither Landlord nor Tenant shall be required to perform any
term, condition or covenant in this Lease so long as such performance
is delayed or prevented by any acts of God strikes, lockouts, material
or labor restrictions by any governmental authority, civil, riot,
floods, and any other cause not reasonably within the control of the
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Landlord or Tenant and which by the exercise of due diligence Landlord
or Tenant is unable, wholly or in part, to prevent or overcome.
29. Time of Essence. Time is of the essence of this Lease.
30. Exculpation of Landlord, If Landlord shall convey title to the Demised
Premises pursuant to the sale or exchange of property, the Landlord
shall not be liability to Tenant or any immediate or remote assignee
or successor of Tenant as to any act or omission from and after such
conveyance.
31. Security Deposit. As security for the faithful performance by Tenant
of all of its obligations under this Lease, Tenant has deposited with
Landlord the sum of Two Thousand Nine Hundred Dollars ($2,900.00).
Landlord shall have the right (but not the obligation) to apply all or
any part of it toward any amount Tenant has failed to pay hereunder on
a timely basis. If Tenant shall default with respect to any covenant
or provision hereof, Landlord may use, apply or retain all or any
portion of the Security Deposit to cure such default or to compensate
Landlord for any loss or damage which Landlord may suffer thereby. If
Landlord so uses or applies all or any portion of the Security
Deposit, Tenant shall immediately, upon written demand, deposit cash
with Landlord in an amount sufficient to restore the Security Deposit
to the full amount hereinabove stated, Landlord shall not be required
to keep the Security Deposit separate from its general accounts.
Within thirty (30) days after the expiration of the Lease term and the
vacation of the Premises by Tenant, the Security Deposit, or such part
as has not been applied to cure the default, shall be returned to
Tenant. ln the event of any bankruptcy or other proceeding initiated
by or against Tenant, it is agreed that all such Security Deposit held
hereunder shall be deemed to be applied by Landlord to rent and all
other charges due from Tenant to Landlord for the last month of the
Term and each preceding month until such Security Deposit is fully
applied.
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32. Captions. The headings and captions used throughout this Lease are for
convenience and reference only, and shall not be construed to explain,
modify, amplify or add to the meaning of any of the provisions of this
Lease.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first above written.
WITNESSES: LANDLORD
0000 XXXXXXX XXXX, LLC
A MICHIGAN LIMITED LIABILITY COMPANY
By:
------------------------------------ --------------------------------
R. Xxxxx Xxxxxxx, XX, Property
Manager for R. Xxxxx Xxxxxxx,
Member
TENANT
BESTNET COMMUNICATIONS, INC.
By:
------------------------------------ --------------------------------
Xxx Xxxxxxxxx
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