EXHIBIT 10.68
LEASE FOR 0000 XXXX XXXXXXX XXXXXX
THIS LEASE, is made and entered into as of this 11th day of February
2003 by and between (hereinafter "Landlord") and Verso Technologies, Inc.
(hereinafter "tenant").
WITNESSETH, that for an in consideration of the payment of rent and the
keeping and performance of the covenants and agreements by tenant as hereinafter
set forth, Landlord hereby leases unto tenant the following described premises,
situated in the City of Littleton, Arapahoe County, Colorado (hereinafter "the
premises"), to wit: , Suite , Xxxxxxxxx, Xxxxxxxx 00000.
Said premises containing 22,660 sq. ft., more or less, of usable square
feet, which constitutes a total of 22,660 sq. ft. of rentable square feet
constituting percent of the building (tenant's proportionate share).
TO HAVE AND TO HOLD the same with all appurtenances from 12:00 Noon of
the date set forth in the first sentence of this Lease (the "Effective Date")
until 12:00 Noon of the day of January 2006 upon the following terms and
conditions, to wit:
1. BASE RENT.
The rental for the full term aforesaid shall be $1,111,500.00
payable in thirty-six monthly installments of $30,875.00. Said monthly rental
shall be payable in advance, on or before 12:00 Noon, on the first day of each
calendar month during said term to Landlord's agent personally or at such
address as Landlord may designate from time to time. The initial address for
payment of rent is: Burger Investments X.X. Xxx 000, Xxxxxxxxx, XX 00000
2. DELINQUENT RENT.
In the event the rent (including any additional rent due
hereunder) is not paid on or before the FIFTH DAY of the month when due, an
amount equal to TEN PERCENT of that month's rent shall be added to such rent and
shall be considered additional rent hereunder. The addition of such amount and
the collection thereof shall not operate to waive any other rights of Landlord
hereunder for nonpayment of rent or for any other reason. All costs, charges and
expenses which tenant assumes, agrees or is obligated to pay to Landlord
pursuant to this Lease shall be deemed additional rent, and, in the event of
nonpayment Landlord shall have all the rights and remedies with respect thereto
as is herein provided for in case of nonpayment of rent. Tenant covenants to pay
the rent, additional rent and adjustment of rent as in this Lease provided, when
due.
3. ADDITIONAL RENT.
Tenant shall pay Landlord as additional rent those charges in
respect to Prorated Operating Costs increases determined as set forth in Section
4 and other sums as are required to be paid by Tenant under this Lease. Any such
charges or sums shall be deemed to be rent and shall be payable in the manner
provided and recoverable as rent, and Landlord shall have all rights specified
in this Lease against tenant for default in payments thereof as in the case of
arrears of rent.
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4. PRORATED OPERATING COSTS.
(A) If, in any calendar year during the term of this Lease (or
any extension thereof), the Prorated Operating Costs (as herein defined) paid or
incurred by Landlord shall be higher than such costs for the year 2003 (Base
Year), the rent shall be increased by tenant's proportionate share of such
increase. The term "Prorated Operating Costs" as used herein shall be defined as
set forth in Section 4 (b), below. The Base Year cost figure shall be
established by taking the actual Prorated Operating Costs for 2003 and
multiplying by a fraction the numerator of which is the total square feet in the
building multiplied by 365 and the denominator of which is the sum of the
products of the square feet actually occupied under each lease multiplied by the
number of days of occupancy for the year under the lease. In the event that it
becomes apparent to Landlord that tenant is using more or causing THE increase
in any Prorated Operating Costs (as defined below), than is represented by
tenant's percentage of total leased space in the building, Landlord shall have
the right to adjust the Base Rent of said lease to reflect these costs.
(B) Prorated Operating Costs as said term is used herein shall
consist of all expenditures by Landlord to operate and maintain the building.
All operating expenses shall be determined in accordance with generally accepted
accounting principles which shall be consistently applied. The term "Prorated
Operating Costs" as used herein shall mean all expenses, costs and disbursements
(excluding specific costs specially billed to and paid by individual tenants) of
every kind and nature which Landlord shall pay or become obligated to pay
because of or in connection with the operation and maintenance of the building
including by the way of illustration, but not limited to the following:
(i) maintenance and security of the building,
including a reasonable portion of the payroll taxes, insurance and employee
benefits for personal hired for such tasks;
(ii) all supplies and materials used in the operation
and maintenance of the building;
(iii) cost of all water and waste water for the
building, including but not limited to the cost of water, sewer and wastewater.
(iv) cost of all maintenance, reasonable building
management, reasonable building management fees not to exceed 5% of gross rents.
and any and all service agreements for the building therein, including, but not
limited to, automated entry doors, alarm and/or security service (if provided by
Landlord) janitorial service, window cleaning service, elevator maintenance and
service, ground maintenance, HVAC, plumbing, rubbish removal service, snow
removal service, but excluding brokerage fees, advertising and other costs
associated with renting space in the building;
(v) cost of all insurance relating to the building,
including the cost of casualty and liability insurance applicable to the
building and Landlord's personal property used in connection therewith;
(vi) cost of repairs, replacements and general
maintenance of building, however excluding the following:
a) repairs, replacement and general
maintenance paid by proceeds of insurance, by any tenant or by other third
parties.
b) capital repairs and capital
improvements to the building and premises that are amortizable over their useful
lives.
c) repairs and replacements covered
under warranties of contractors, manufactures or vendors.
d) structural repairs to the
building's roof, foundation, exterior walls, unless caused by tenant , tenant
installed HVAC or tenant invitees
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(vii) all Real Estate Taxes for the building at the
rate to be assessed on the completed building and assessments and special
assessments imposed upon the building by any and all governmental bodies or
authorities, and all charges specifically imposed in lieu of such taxes.
(C) Landlord shall, as soon as practical after the end of each
calendar year, furnish to tenant a written statement showing in detail
Landlord's Prorated Operating Costs for the preceding calendar year and for the
Base Year 2003, if they are not the same, and showing the amount, if any of any
increase in the rent due from tenant for such calendar year. In the event this
Lease shall commence on any date other than the first day of a calendar year,
tenant's proportionate share shall be adjusted proportionately to the time that
tenant occupies the premises. In addition to the monthly rental payment next
following tenant's receipt of such statement, tenant shall pay to Landlord an
amount equal to the sum of the rental adjustment for the entire preceding
calendar year (or a portion thereof, if tenant occupied the premises only part
of the year) and 1/12th of the rental adjustment for the then present calendar
year (calculated by taking 1/12th of the adjustment for the preceding calendar
year). Subsequent monthly rental payments shall be increased by 1/12th of the
rental adjustment for said preceding calendar year. Any adjustments in tenant's
favor shall be credited against the next rent payment(s) due under the Lease or
by check within 30 days after the adjustment is determined.
(D) Notwithstanding anything contained in this Section 4, the
rent payable by tenant shall in no event be less than the base rent as specified
in Section 1.(above)
(E) Tenant may request and Landlord shall provide tenant with
copies of all real estate property tax assessments, tax bills, and notices of
special assessment relating to the premises.
(F) Tenant and its agents or representatives shall have the
right to inspect all books and records of Landlord relating to Prorated
Operating Costs upon reasonable notice to Landlord. If tenant disagrees with the
calculation of Prorated Operating Costs for any year, tenant may obtain an audit
of such costs by an independent certified public accountant acceptable to both
Landlord and tenant. Tenant shall pay the cost of the audit, except that
Landlord shall pay such cost if the audit discloses an error of more than 5% in
tenant's favor. Tenant shall pay any underpayment of Prorated Operating Costs
discovered by the audit as provided in paragraph (c) above. Landlord shall
refund any overpayment in operating costs to tenant as soon as possible.
5. SECURITY DEPOSIT.
Concurrently with the execution of this Lease, tenant has
deposited with Landlord the sum of $0.00 the following purposes:
(A) $0.00 on account for first monthly rent reserved.
(B) $46,312.00 payable on the Effective Date as security for
the payment by tenant of the rent herein agreed to by paid, and for the faithful
performance of all the terms, conditions and covenants of this Lease. Landlord
shall have the right to use said deposit, or so much thereof as necessary, in
payment of any rental in default as aforesaid and in reimbursement of any
expense incurred by Landlord and in payment of any damages incurred by Landlord
by reason of tenant's default; or at the option of Landlord, the same may be
retained by Landlord. In such event, on written demand of Landlord, tenant shall
forthwith remit to Landlord a sufficient amount in cash to restore said deposit
to its original amount. In the event said deposit has not been utilized as
aforesaid, said deposit, or as much thereof as has not been utilized for said
purposes, shall be
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refunded to tenant, without interest, upon full performance of this Lease by
tenant within 60 days of expiration of the Lease. Landlord shall have the right
to co-mingle said deposit with other funds of Landlord. Landlord may deliver the
funds deposited herein by tenant to any purchaser of Landlord's interest in the
leased premises in the event such interest be sold, and Landlord shall
thereafter be discharged from further liability with respect to such deposit.
Said deposit shall not be considered as liquidated damages, and if claims of
Landlord exceed said deposit, tenant shall remain liable for the balance of such
claims.
(C) See Section 21 for additional Security Deposit Provisions.
6. LIABILITY INSURANCE.
Tenant shall provide and maintain public liability insurance
and property damage insurance in standard form with bodily limits of
$1,000,000.00 as to any one person and $1,000,000.00 as to more than one person
in any one accident with property damage limits of $500,000.00. Tenant shall
furnish Landlord annually with a CERTIFICATE OF INSURANCE and shall name
Landlord as an additional insured on said Certificate. Tenant shall not hold or
attempt to hold Landlord liable for any injury or damage, either proximate or
remote, occurring through or caused by any repairs, alterations, injury or
accident to adjacent premises or other parts of the premises not herein demised
(except to the extent any of the above results from negligence or intentional
acts or omissions of Landlord or Landlord's employees, contractors, or invitees)
or by reason of the negligence or default of other person or persons; nor shall
tenant hold or attempt to hold Landlord liable for any injury or damage
occasioned by defective electric wiring, or the breakage or stoppage of plumbing
or sewerage upon the premises or upon adjacent premises, whether said breakage
or stoppage results from freezing or otherwise. Tenant is responsible for their
own Personal Property Insurance and Workmen Compensation Insurance (if required
by law). Landlord shall carry property damage insurance in an amount as required
by lender
Landlord and tenant hereby release each other and their
respective agents and employees from any and all liability to each other or
anyone claiming through or under them by way of subrogation or otherwise for any
loss or damage to property caused by or resulting from risks insured against (or
which would have been insured against had that party carried all insurance
required by this Section 6) under any insurance policy covering loss or damage
to the premises or any part thereof.
7. CONDITION OF PREMISES.
(A) Tenant shall use the premises for general office and
software-related assembly purposes and shall not use or permit the premises to
be used for any other purpose without written permission of Landlord.
(B) Tenant shall not store or display items outside of the
premises. The outside area is specifically intended for parking, loading and
unloading for the premises. Tenant shall keep the premises clean and free from
obstructions.
(C) Tenant shall neither permit or cause the premises or the
walls or floors thereof, to be endangered by overloading nor permit or cause the
premises to be used for any purpose which would render the insurance thereon
void or the insurance risk more hazardous.
(d) TENANT SHALL USE THE PREMISES SOLELY FOR THE PURPOSES OF
AND SOFTWARE-RELATED ASSEMBLY.
8. OCCUPANCY OF PREMISES.
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(A) The premises shall be made available to tenant at the
commencement of the Lease term in a clean condition with all work completed
and/or necessary repairs having been made. If for any reason the premises shall
not be ready or available for occupancy at the commencement of the Lease term,
this Lease shall nevertheless continue in full force and effect; and tenant
shall have no right to rescind, cancel or terminate the same. Landlord shall not
be liable for damages, if any, sustained by tenant on account of failure to
obtain possession at the date specified for commencement of the term herein, and
in such event the rent for the premises shall not commence until the premises
are available and ready for occupancy. Occupancy of the premises by tenant shall
be deemed acceptance of the premises by tenant in good suitable condition and
acknowledgment of completion in full accordance with the provisions hereof
unless otherwise agreed to by Landlord and tenant.
(B) At the expiration of this Lease, tenant shall surrender
and deliver up the premises in a good order and condition as when the same was
entered upon, loss by casualty, inevitable accident, or ordinary wear and tear
excepted.
9. LEASE RENEWAL.
It is mutually agreed that no later than 180 DAYS prior to the
expiration of this Lease, Landlord shall present a renewal lease to tenant. If
for any reason a lease renewal cannot be executed, tenant will allow Landlord to
post "lease availability" signs on building directory and allow Landlord to show
prospective tenants the premises at any time during normal business hours 150
DAYS prior to lease termination.
10. MAINTENANCE AND REPAIRS.
(A) Landlord shall make and pay for all repairs and
maintenance of the demised premises, including, but not limited to, the roof,
exterior walls, foundation, parking lot, grounds, common areas of the building,
plumbing, HVAC system, (excluding tenant installed HVAC systems) elevator,
electrical system (excluding tenant installed systems and additions). Landlord
shall promptly maintain and make such repairs, subject to delays caused by
strikes, fires, accidents, acts of God, orders of military, civil or
governmental authority; or any other causes beyond the control of Landlord.
(B) Landlord, at Landlord's expense, shall provide:
(i) Snow removal from parking lot and walkways
as necessary.
(ii) Trash removal from building disposal unit
located in parking lot.
(iii) Janitorial service, five days a week,
Holidays excluded.
(iv) Exterior window washing as necessary.
(v) To supply restrooms with paper towels,
tissues and hand soap.
(vi) To supply bulbs, tubes and ballast for
tenant, weekends and Holidays excluded.
(C) Tenant may be required to make and pay for any such
repairs or maintenance to the premises and/or Common Areas of building, parking
lot and grounds which becomes necessary by reason of the act of negligence of
tenant, its agents, licensees, servants, employees or customers to the extent
the repairs are not covered by the insurance carried by Landlord or tenant under
Section 6 of this Lease.
11. RULES AND REGULATIONS.
(A) CHANGES: These rules and regulations may be added to or
amended from time to time at Landlord's discretion. Such reasonable additions or
amendments shall become effective when reduced to writing and communicated to
tenant.
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(B) SMOKE FREE: The entire building and, including the leased
premises is considered SMOKE-FREE. The door entry ways are SMOKE- FREE. Landlord
shall designate a Smoking Area and at Landlord's discretion may relocate Smoking
Area. Tenant and tenant's invitee's shall refrain from smoking of any kind
except in the designated Smoking Area.
(C) SIGNS: No signs, notices, advertisements or other
inscriptions shall be placed upon the INTERIOR AND/OR exterior of the premises
by tenant without written permission of Landlord.
(D) PARKING: Tenant's employee and customer parking is
authorized in the general parking area of the building. There is no overnight
parking of non-operational vehicles. All vehicles that are on the lot must be in
operating condition, which includes a functional engine, tires and current tags.
Landlord shall have the right, from time to time, to establish, modify and
enforce reasonable rules and regulations with respect to the parking area, and
tenant agrees to abide by and conform to said rules and regulations. Landlord
reserves the right to assign parking spaces for tenant use. In such event,
parking spaces shall be reserved for tenant in a percentage at least equal to
tenant's proportionate share. Landlord is not responsible for damage or theft of
tenant's vehicles or tenant's invitee's vehicles. Landlord is not responsible
for theft or damage to bicycle.
(E) ANIMALS: Except for Guide Dogs, animals are not permitted
at any time in the building or on the grounds.
(F) LOCKS: Tenant shall not attach any additional lock(s) on
any door in the building without written consent of the Landlord.
(G) MOVING: Furniture, equipment, or supplies shall be moved
in or out of the building only during such hours and in such a manner as may be
prescribed by the Landlord Tenant is solely responsible to any and all damage to
building and grounds caused by tenant or tenant's invitee's during a moving
processes. TENANT MUST INFORM LANDLORD IF MOVING IS REQUIRED,AND IFif the
elevator is to be utilized. Tenant shall not utilize the elevator exclusively
and shall not hinder the normal operation of the elevator. Tenant is responsible
for paying Landlord all costs of repairs to building and elevator for any damage
caused to building or elevator for any move of furniture and equipment from the
second floor to the first floor.
(H) WEIGHT: No safe or article, the weight of which may
constitute a hazard or danger to the building or its equipment shall be moved
onto the premises.
(I) NOISE: Tenant shall refrain from loud noises and excessive
television and /or radio volume that may disturb other tenants.
(J) INSTALLATION: Tenant shall not install any antenna,
satellite dish or other device of any kind on the exterior walls or building
roof without Landlord's prior approval, which approval shall not be unreasonably
withheld or delayed.
(K) ELEVATOR: Landlord shall not be liable for any damages
from the stoppage of the elevator for necessary or desirable repairs or
improvements or delays of any sort or duration in connection with the elevator
service.
(L) RESTROOMS: The restrooms and other water fixtures shall
not be used for any other purposes other than that which they were intended, and
any damage resulting from misuse on the part of the tenant or the tenant's
invitee's shall be payable to Landlord. No person shall waste water by
interfering with faucets or valves.
(M) MODIFICATION AND SERVICE APPROVAL: Tenant shall have the
right, at tenant's sole expense to make changes or alterations to the premises;
provided, however that in all cases any such changes or alterations shall be
made subject to the following conditions, which the tenant agrees to observe and
perform:
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(i) Tenant shall make no material alterations in or
additions or repairs to the premises without first obtaining written consent of
Landlord, which consent shall not be unreasonably withheld; and tenant shall
notify Landlord at least ten (10) business days in advance of any alterations in
or repairs or additions to the premises which tenant proposes to make. Tenant
shall post notice pursuant to the Colorado Mechanics Lien Act so that any lien
recorded against the property of which the premises are a part does not attach
to Landlord's interest. Tenant shall coordinate any work it proposes to perform
upon the premises with Landlord in order to prevent a disruption of the
building's operation
(ii) All such alterations, additions or improvements
shall be made at tenant's sole cost and expense and except for furniture and
trade fixtures, shall become the property of the Landlord and shall be
surrendered with the premises, as part thereof, at the end of the term hereof.
Landlord may, by written notice to tenant given at least thirty (30) days prior
to the end of the term, require tenant to remove all such improvements installed
by the tenant and to repair any damage to the premises from such removal. Tenant
shall construct such improvements, alterations or repairs in conformance with
any and all applicable rules and regulations of any Federal, State, County,
City, Municipal, Special District laws, code or ordinance. At least ten (10)
days before the commencement of any such work, tenant agrees to provide Landlord
with Lien Waivers from all persons performing such work and materialmen
providing materials used in connection therein. In the event tenant orders any
construction, alterations, decorating or repair work directly from Landlord, the
charges for such work shall be payable to Landlord upon satisfactory completion
of such work. If not paid when invoiced, such nonpayment shall be deemed an
event of default hereunder. Tenant's contractors and invitee's shall comply with
Landlord's rules and regulations. Tenant is solely responsible for any damage
caused to building and grounds by tenant's contractors and invitee's.
(N) UTILITIES: Landlord is not responsible, and tenant shall
not hold Landlord responsible for any disruptions of utilities. Landlord is not
responsible for any damage and/or loss to computers, computer related equipment,
electronic equipment, office machines, telecommunication equipment, data and/or
data storage equipment.
(O) COMPLIANCE: Tenant covenants to comply with all lawful
orders, regulations, building codes and requirements issued by Federal, State,
County or Municipal governments, or any department or division thereof, insofar
as the same are applicable to tenant's possession and occupancy of the premises.
Tenant shall not use the premises for any unlawful, improper or questionable
purposes whatsoever, and shall keep the premises in a clean and sanitary
condition. Tenant shall neither permit nor cause any disorderly conduct, noise,
or nuisance whatsoever about the premises which would have tendency to annoy or
disturb the tenants of adjacent premises. Landlord shall take all actions
necessary to insure that the building and common areas comply with all Federal,
State, County and Municipal rules and regulations.
12. SUBLETTING.
Tenant shall have the right to sublet all or part of the
premises with the written consent of Landlord, provided that tenant shall remain
liable for the payment of rent and for the performance of the covenants
contained herein, for the balance of any term. Landlord consent will not be
unreasonably withheld. Landlord shall provide written notification to tenant of
the grant or denial of consent within ten days after receiving a request for
consent. If Landlord denies its consent, written notification shall include a
detailed explanation for the denial.
13. RENEWALS AND HOLDING OVER.
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It is mutually agreed that if after the expiration of the
Lease, tenant remains in possession of said premises, and continues to pay rent
with written agreement with the Landlord as to such possession, then tenant
shall be regarded as a tenant from month to month at a monthly rental, payable
in advance, at a rate of 150% of the last monthly installment hereunder, and
subject to all the terms and provisions of this Lease.
14. DEFAULT.
It is expressly understood and agreed by the parties hereto,
that if the rent above reserved or utilities payable by tenant, or any part
hereof, shall be in arrears and tenant shall not cure the same within than five
days after receipt of written notice or if tenant shall fail to perform any of
the other covenants or agreements herein contained which are to be kept by
tenant and tenant shall not cure such failure within ten days after receipt of
written notice, tenant shall be deemed to be in default of this Lease. In such
event, it shall and may be lawful for Landlord to declare said term ended, and
enter into the premises, or any part thereof, either with or without process of
law, and tenant or any person or persons occupying the same, to expel, remove,
and to put out, using such force as may be necessary in so doing, without being
liable to prosecution or in damages therefore, and the premises again to
repossess and enjoy as in the first and former estate of Landlord. And, if at
any time said term shall be ended as aforesaid or in other way, tenant hereby
covenants and agrees to surrender and deliver up the premises peaceably to
Landlord, immediately upon the termination of said term, and if tenant shall
remain in the possession of the same after the termination thereof, tenant shall
be deemed guilty of forcible detainer of said premises under the Statute, hereby
waiving all notice, and shall be subject to eviction and removal, forcibly or
otherwise, with or without process of law, as above stated. The remedies of
Landlord herein shall be in addition to all other remedies allowed by law.
Should Landlord elect to re-enter it may either terminate this Lease or it may
from time to time, without terminating this Lease relet said premises. Upon each
such reletting, all rentals and other sums received by Landlord from such
reletting shall be applied first, to the payment of debt other than rent due
Landlord; second, to costs and expenses of reletting; third, to past due payment
of future rent as the same may become due and payable hereunder. No such entry
or taking possession of said premises by Landlord shall be construed as an
election on its part to terminate this Lease unless a written notice of such
intention be given to tenant or unless the termination thereof be decreed by a
court of competent jurisdiction.
15. INSOLVENCY.
This Lease is made by and between the parties hereto with the
express understanding and agreement that, in the event tenant becomes insolvent,
or is declared bankrupt, then, in either event, Landlord may declare this Lease
ended, and all rights to tenant hereunder shall thereupon terminate and cease.
16. ABATEMENT.
(A) It is agreed that if, during the term of this Lease, the
premises shall be so damaged by fire or other casualty, not arising from the
fault or negligence of the tenant, or those in its employee, so that the
premises shall thereby be rendered unfit for use or occupancy, then the rent
herein reserved or a just proportionate part thereof, according to the nature
and extent of the damage which has been sustained, shall be abated until the
premises shall have been duly repaired and restored, which work of repair and
restoration shall be done with all reasonable diligence.
(B) In case the premises shall be substantially destroyed, so
that the premises are not repaired or restored within 120 days, the rent shall
be abated in accordance with Section 16(A)
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provided, however, the Landlord or tenant shall have the right to cancel this
Lease and end the term hereof, and all further obligations upon the part of
either party hereto, shall cease and the estate hereby created shall thereupon
terminate.
17. ATTORNEY'S FEES.
In the event either party hires an attorney to enforce any of
the terms of this Lease, including, without limitation, collection of any sums
due hereunder, the prevailing party shall be entitled to recover reasonable
attorneys' fees, costs and expenses, and in the event of any litigation,
mediation or arbitration concerning the enforcement or interpretation of this
Lease, the prevailing party shall be awarded its reasonable attorneys' fees,
costs and expenses with respect thereto.
18. SUBORDINATION.
This Lease is subject and subordinate to all present mortgages
or Deeds of Trust affecting the real estate on which the building is located and
the building of which the premises forms a part, and to all renewals or
extensions thereof, and to any mortgage or Deed of Trust which may hereafter be
executed affecting the same; provided, however, that such transactions shall not
affect tenant's right to occupy the premises if tenant is not in default
hereunder and provided further that the holder of any such interest in the
premises shall agree in writing that tenant's possession of the premises and the
rights and privileges under this Lease shall not be impaired or disturbed on
account of any foreclosure or acquisition of title to the premises in lieu of
foreclosure.
19. AMENDMENTS OR MODIFICATION OF LEASE.
Tenant and Landlord acknowledge and agree that each has not
relied upon any statements, representations, agreements or warranties, except
such as are expressed herein, and that no amendment or modification of this
Lease shall be valid or binding unless expressed in writing and signed by the
parties hereto.
20. SEVERABILITY.
Should any present or future laws declare any provision of
this Lease invalid effective during the term of lease or by a court of competent
jurisdiction, the remaining provisions hereof shall remain in full force and
effect.
21. SUCCESSORS AND ASSIGNS.
Except as otherwise provided in Section 12 hereof, the terms
and conditions of this Lease shall be binding upon and shall inure to the
benefit of the respective heirs, personal representatives, successors and
assigns of the parties hereto.
22. RIGHT OF QUIET ENJOYMENT.
Provided that tenant is not in default of any material term of
this Lease, Landlord hereby warrants and defends tenant's right to occupy the
premises and to use the same for tenant's intended business purposes.
23. SALE OF TENANT BUSINESS.
In the event that tenant and/or Guarantor ceases to own more
than 50% of the company named in this lease, the new majority owner(s) are
hereby obligated to sign a new lease as tenant and Guarantor. Landlord must be
notified promptly of said event.
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24. ELECTRIC AND GAS METER.
1) Tenant shall be responsible for payment of the
electric and gas meter during the time it is the sole
tenant in the building.
2) If tenant fails in keeping account current, Landlord
at tenant's expense will restore account. All late
charges, late fees and any required deposit is
immediately reimbursable to Landlord.
3) At such a time of occupancy of additional tenants in
building, Landlord and tenant will agree to one of
the following:
i. Landlord will assume payment of the
electric and gas xxxx and increase
tenant's monthly base rent by the
average amount per month for
electric and gas for the period of
time tenant is sole occupant of
building adjusted for the amount
allocable to the second floor. (or)
ii. Tenant will continue to pay gas and
electric and Landlord will
reimburse tenant for electric and
gas charges that exceeds tenant's
average use prior to other
tenant(s) occupying space in
building. (or)
iii. Landlord and tenant agree on other
equitable terms for electric and
gas use in the building.
25. SIGNAGE.
Tenant shall have the right to install signage on one half (1/2) of the
monument sign on the premises, provided that tenant obtains Landlord's approval
before installing any such sign. Landlord shall not unreasonably withhold or
delay approval of signage that is in good taste and fits with the character of
the building.
26. EMINENT DOMAIN.
If the whole of the premises or the building shall be taken by any
public authority under the power of eminent domain, or by deed in lieu thereof,
then the term of this Lease shall cease as of the day possession shall be taken
by such public authority and the rent and other charges due hereunder, shall be
paid up to that day with a proportionate refund by public authority of such rent
as may have been paid in advance for a period subsequent to the date of the
taking. If less than the whole of the premises or the building shall be taken
under eminent domain and such taking will materially interfere with tenant's
ability to conduct business in the premises, tenant shall have the option to
terminate this Lease or to continue possession of the remainder of the premises.
Tenant shall notify public authority in writing within 30 days after such taking
of public authority. If tenant elects to remain in possession, all of the terms
herein provided shall continue in effect, except that the rental shall be
reduced in proportion to the amount of the Building, if any, taken. If this
Lease continues, public authority shall, at its expense, make all necessary
repairs or alterations to the building, as such existed at the commencement
date, subject to ordinary wear and tear since said date, so as to constitute the
remaining building a complete architectural unit. However, in no event shall
public authority bear the cost of tenant's merchandise, trade fixtures,
furnishings, or operating equipment and personal property. All damages awarded
for such taking under the power of eminent domain, whether for the whole or a
part of the premises, shall belong to and be the property of Landlord whether
such damages shall be awarded as compensation for diminution in value to the
leasehold or to the fee of the premises. Tenant may pursue its own claims for
damages with the appropriate government authority so long as same does not
interfere with, or in any manner diminish, the award of Landlord.
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27. LANDLORD'S LIEN.
Landlord hereby waives any landlord's lien it may have,
whether by statute or common law, on tenant's equipment, inventory, fixtures and
other personal property.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this
11th day of February, 2003
LANDLORD: TENANT:
By/s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------- --------------------------
Burger Investments. Verso Technologies, Inc.
Box 100 000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000 Xxxxxxx, XX 00000
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