Exhibit 10.10
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SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT is made the 28 day of August, 1998, between TRANS
TEC SERVICES, INC., a Delaware corporation (Attn: Xxxxxx X. Xxxxxxxxxxx), whose
address is 000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, XX 00000
(hereinafter referred to as "Sublessor"); and COGNIZANT TECHNOLOGY SOLUTIONS
CORPORATION, a Delaware corporation, with an address of 0000 Xxxxxxxx, Xxx Xxxx,
XX 00000 (hereinafter referred to as "Sublessee"
WITNESSETH:
WHEREAS, Sublessor herein is the tenant of certain office space located on
the first floor of a building located at Glenpointe Centre West, 500 Xxxxx X.
Xxxx Boulevard, Teaneck, New Jersey which office space contains approximately
9,684 rentable square feet and is more specifically described as the "Premises"
or "Demised Premises" in the xxxxxxxxx (hereinafter described) pursuant to a
lease (the "Xxxxxxxxx") dated May 1, 1995 between Glenpointe Associates, as
lessor (hereinafter referred to as "Landlord" or "Overlandlord") and Sublessor,
as tenant. A true copy of the Xxxxxxxxx is attached hereto and made a part
hereof as Exhibit "A"; and
WHEREAS, Sublessor desires to sublet to Sublessee and Sublessee desires to
sublet from Sublessor the Demised Premises pursuant to the further terms,
conditions and covenants herein contained.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. PREMISES. Sublessor hereby leases to Sublessee and Sublessee
hereby hires from Sublessor, upon and subject to the covenants, agreements,
terms, provisions and conditions of this Sublease, the Demised Premises, which
shall include the furniture set forth on Schedule A annexed hereto and made a
part hereof, which furniture is leased to Tenant in an "as is" condition.
2. TERM. The Demised Premises are leased for a period of three (3)
years, nine (9) months (the "Term") commencing on September 1, 1998 (the
"Commencement Date") and terminating on May 30, 2002 (the "Termination Date").
3. XXXXXXXXX.
3.01 All the obligations contained in the Xxxxxxxxx (except for
Article 6, line 1 of Article 15, Article 36 and Exhibits B and E) conferred and
imposed upon Sublessor (as tenant therein) except as modified and amended by
this Sublease, are hereby conferred and imposed upon Sublessee with respect to
its relationship with Sublessor hereunder. Sublessee covenants and agrees to
fully and faithfully perform the terms and conditions of the Xxxxxxxxx and the
Sublease on its part to be performed. Sublessee shall not do or cause to be done
or suffer or permit any act to be done which would or might cause the Xxxxxxxxx,
or the rights of Sublessor as tenant under the Xxxxxxxxx to be endangered,
cancelled, terminated, forfeited or surrendered, or which would or might cause
Sublessor to be in default thereunder or liable for any damage, claim
or penalty. Sublessee agrees, as an express inducement for Sublessor's executing
this Sublease, that if there is any conflict between the provisions of this
Sublease and the provisions of the Xxxxxxxxx which would permit any act or thing
to be done which is prohibited by the Xxxxxxxxx then the provisions of the
Xxxxxxxxx shall prevail. If the Xxxxxxxxx terminates or is terminated for any
reason whatsoever (except for gross negligence or willful misconduct of
Sublessor as tenant under the Xxxxxxxxx), then this Sublease shall terminate
simultaneously therewith without any liability between Sublessor and Sublessee,
except such liability accruing pursuant to this Sublease. Notwithstanding the
foregoing, in the event termination of the Xxxxxxxxx is solely a result of the
acts or omissions of Sublessee, then Sublessee shall pay to Sublessor upon such
termination, all rental payments due hereunder for the balance of the term
remaining subsequent to such termination.
3.02 Sublessee shall pay to Sublessor, within ten (10) days
after demand therefor by Sublessor, any and all sums (except rent payable
pursuant to Paragraph 3 of the Xxxxxxxxx which shall be paid in accordance with
Paragraph 5 of this Sublease) due pursuant to the Xxxxxxxxx. Sublessor shall not
demand such payment prior to the date which is thirty (30) days before the date
any such sum shall be due and owing under the Xxxxxxxxx.
3.03 Notwithstanding anything to the contrary herein contained,
the rights which Sublessee is granted by virtue of the Xxxxxxxxx shall exist
only against the Overlandlord. Sublessor shall have no duty to perform any
obligations of the Overlandlord and shall under no circumstances be responsible
or liable to Sublessee for any default, failure or delay on the part of
Overlandlord in the performance of any obligations under the Xxxxxxxxx, nor
shall such default of the Overlandlord affect this Sublease or waive or defer
the performance of any of Sublessee's obligations hereunder except to the extent
Sublessor actually receives an adjustment or abatement in the rent which is
specifically allocated by the Overlandlord to the Premises.
3.04 Wherever it is provided in the Xxxxxxxxx that the
Overlandlord has the right to elect to perform any covenant of the tenant
thereunder upon default of the tenant in observing or complying with such
covenant, such right shall inure to the benefit of Sublessor vis-a-vis Sublessee
as well as Overlandlord.
3.05 In no event shall the Sublessee be entitled to services,
utilities and repairs greater or different in quality or quantity than the
services, utilities and repairs which Overlandlord is required to furnish or
render pursuant to the terms of the Xxxxxxxxx. Sublessee shall not be entitled
to any adjustment or abatement in rent by reason of Overlandlord's failure to
supply or render such services, utilities or repairs except to the extent
Sublessor actually receives an adjustment or abatement in the rent which is
specifically allocated by the Overlandlord to the Premises.
3.06 Nothing herein or in the Xxxxxxxxx shall be construed to
require Sublessor to cure any default of Overlandlord under the Xxxxxxxxx or to
bring any action or proceedings or take steps to enforce Sublessor's rights
against Overlandlord in respect thereof Notwithstanding the foregoing, in the
event Sublessor does not take any action to cure a default of Overlandlord under
the Xxxxxxxxx or bring any action or proceeding or take steps to enforce
Sublessor's rights against Overlandlord in respect thereof, Sublessee shall have
the right to bring any such action, at its own cost and expense, provided
Sublessee provides to Sublessor five (5)
days advance notice of same except in the event of an emergency in which no
notice shall be required.
3.07 Without limiting the generality of any provisions of this
Sublease, the parties agree that Sublessor shall not be responsible for
furnishing any service or utility which is to be furnished by Overlandlord under
the Xxxxxxxxx or for any maintenance, repairs or restoration of or in the
Demised Premises, the Building or the Building facilities or equipment, required
to be performed under the Sublease, and Sublessee in no event whatsoever shall
be entitled to any allowance, reduction or adjustment of the rent in this
Sublease reserved by reason of the failure of Overlandlord to comply with
Overlandlord's obligations to supply, render or perform the same except to the
extent Sublessor actually receives an adjustment or abatement in the rent which
is specifically allocated by the Overlandlord to the Premises.
3.08 Sublessee and Sublessor (to the extent not assumed by
Sublessee hereunder) hereby agrees to perform and comply with the terms,
provisions, covenants and conditions of the Xxxxxxxxx and not to do or suffer or
permit anything to be done which would result in a default under or cause the
Xxxxxxxxx to be terminated or forfeited.
3.09 The within sublease is subject to the consent of the
Overlandlord pursuant to Article 11 of the Xxxxxxxxx. In the event such consent
is not obtained on or before the Commencement Date, either party may terminate
this sublease on written notice to the other party unless the Commencement Date
is extended by mutual consent of the parties. In the event Overlandlord
recaptures the Premises pursuant to the Xxxxxxxxx, then Sublessee shall be
released from all obligations hereunder.
3.10. Provided Sublessor receives timely payments from
Sublessee as required hereunder, Sublessor agrees to make all payments due under
the Xxxxxxxxx in a timely manner.
4. USE. Sublessee shall use and occupy the Demised Premises for
general office use and Sublessee shall not use or permit or suffer the use of
the Demised Premises or any part thereof for any other purpose.
5. RENT. 5.01 Sublessee shall pay to Sublessor during the Term of
this Sublease, rent in the amount of Eight Hundred Seventy-One Thousand Five
Hundred Sixty and 00/100 .($871,560.00) Dollars ("Fixed Rent"), payable
monthly as follows:
$19,368.00 per month which shall be payable in advance on the
25th day of each calendar month during the term. Sublessor acknowledges receipt
from Sublessee of the first monthly installment of Fixed Rent by check, subject
to collection. Sublessee shall pay monthly Fixed Rent to Sublessor at
Sublessor's above stated address, or at such other place as Sublessor may
designate in writing, without demand and without deduction, setoff or abatement.
During the first and last month of the term of the Lease, Fixed Rent shall be
prorated as required.
5.02 Provided Sublessee is not in default of any of its
obligations hereunder and has paid first month's rent in full, Sublessee shall
be relieved from its obligation to pay monthly Fixed Rent for month two of the
first year of the Term. Nothing herein shall be construed as relieving Sublessee
from any obligation to pay Additional Rent set forth in the Lease in a timely
manner from and after the Commencement Date. It is understood and agreed that
the foregoing rent concession is being given in consideration of Sublessee's
payment of all Fixed Rent and Additional Rent due and payable hereunder for the
full term of this Sublease and that in the event of any default in such payment
by Sublessee for a period beyond any grace period, then, and in that event, the
full amount of the rent concession given to Sublessee pursuant to this paragraph
shall immediately become due and payable to Sublessor as an additional charge.
6. ADDITIONAL RENT. Paragraph 4 of the Xxxxxxxxx is modified to
provide that Sublessee shall pay to Sublessor, as Additional Rent, One Hundred
Percent (100%) of the increased cost to Sublessor for "taxes" and "operating
expenses" (as such terms are defined in the Xxxxxxxxx) over the "Base Period
Costs" (as hereinafter defined). Such payment shall be made within twenty-three
(23) days of Sublessee's receipt of an invoice for same from Sublessor. For
purposes of this Sublease, "Base Period Costs" shall mean those costs charged to
Sublessor (as Tenant under the Xxxxxxxxx) by the Overlandlord as Additional Rent
(pursuant to Paragraph 4 of the Xxxxxxxxx) for the twelve (12) month period
commencing on the Commencement Date. Notwithstanding the foregoing, Sublessee
shall be responsible for any and all additional costs billed to Sublessor by the
Overlandlord, as a result of Sublessee's use and occupancy of the Demised
Premises. Sublessee shall also pay to Sublessor, with each installment of
monthly Fixed Rent, such sum as Sublessor is required to pay to the Overlandlord
for the Electric Energy Charge pursuant to Preamble Paragraph 13 of the
Xxxxxxxxx.
7. PREMISES "AS IS". Sublessee shall accept the Premises and any
furniture it is leasing in its current "As Is" condition and Sublessor shall not
be required to undertake any renovation or repair work to the Demised Premises.
8. DEFAULT. 8.01 If Sublessee defaults in the performance of any of
its obligations hereunder, and such default continues for five (5) days after
the giving of notice of such default with respect to the failure to pay any
monies, or twenty (20) days after the giving of notice of default with respect
to the failure to perform or comply with any non-monetary obligations of
Sublessee hereunder, then Sublessor may, but shall not be obligated to, cure any
such default and add the cost thereof (including reasonable attorneys' fees) to
rent or terminate this Sublease upon giving three (3) days' notice of
termination to Sublessee. Any and all such payments shall be deemed to be
Additional Rent and payable on demand of Sublessor. Notwithstanding the
foregoing and provided same shall not cause a default under the Xxxxxxxxx, in
the event any non-monetary default cannot be cured within the said twenty (20)
day period, Sublessee shall not be deemed in default hereunder provided it
commences curing within such twenty (20) day period, diligently pursues curing
such default and such default is cured within a reasonable time after the giving
of notice.
8.02 Sublessee and Sublessor each waive all rights of recovery
against the other or its agents, employees or other representatives, for any
loss, damage or injury whatsoever to property or persons for which Sublessee is
insured.
9. LIABILITY INSURANCE. Sublessee shall comply with all requirements
of insurance contained in the Xxxxxxxxx as they pertain to the Demised Premises
and shall name as additional insureds the Overlandlord and Sublessor on any such
required policies and shall deliver to Sublessor said policies or Certificates
as required under the Xxxxxxxxx three (3) business days before the Commencement
Date.
10. INDEMNITY. Sublessee hereby agrees to defend, indemnify and hold
Sublessor harmless from and against any and all expense, loss, claims or
liability arising out of this Sublease, its use and possession of the Demised
Premises, or its breach of the Sublease (including the terms of the Xxxxxxxxx),
unless same is a direct result of the gross negligence or wilful misconduct of
Sublessor.
11. COMMENCEMENT DATE. Notwithstanding anything contained herein to
the contrary, if Sublessor, for any reason whatsoever cannot deliver possession
of the Demised Premises at the commencement of the agreed term as set forth in
Paragraph 2 hereof, this Sublease shall not be void or voidable, nor shall
Sublessor be liable to Sublessee for any lessor damage resulting therefrom, but
in that event, the Sublease term shall be for a term to commence from and after
the date Sublessor shall have delivered possession of the Premises to Sublessee
and to terminate on May 31, 2002. Notwithstanding the foregoing, in the event
Sublessor is unable to deliver possession of the Demised Premises within five
(5) days of receipt of the later to occur of Overlandlord's consent to the
within Sublease or September 1, 1998 (the "Consent Date"), then, in such event,
Sublessee shall receive an abatement of rent for each and every day that
Sublessor is unable to deliver possession after the expiration of the Consent
Date through a ten (10) day period thereafter. Additionally, in the event
Sublessor is unable to deliver possession by the said ten (10) day period,
Sublessee shall receive a two (2) day abatement of rent for each and every day
from said ten (10) day period through the following five (5) day period
thereafter until such time as Sublessor is able to deliver possession of the
Demised Premises. In the event Sublessor is unable to deliver possession of the
Demised Premises within twenty (20) days of receipt of Overlandlord's consent,
either party shall have the right to terminate this Sublease.
12. ATTORNMENT. In the event the Xxxxxxxxx is terminated for any
reason, Sublessee shall attorn to the owner of the reversion.
13. NOTICES. All notices, demands, submissions and consents required
hereunder shall be in writing and shall be deemed given if hand delivered, sent
by a recognized overnight courier or sent by certified mail, return receipt
requested postage prepaid to the parties, at the addresses hereinabove set forth
or such other address as either party may designate by written notice to the
other and shall be deemed delivered three (3) days after mailing if by regular
mail; one (1) day after delivery if by recognized overnight courier and upon
delivery if delivered personally.
14. ASSIGNMENT. Without the previous consent of Sublessor, which
consent shall not be unreasonably withheld or delayed, neither Sublessee, nor
Sublessee's legal representatives or successors in interest by operation of law
or otherwise, shall assign or mortgage this Sublease, or sublet or license the
whole or any part of the Premises or permit the Premises or any part thereof to
be used or occupied by others. Any consent by Sublessor to any act of assignment
of subletting shall be held to apply only to the specific transaction thereby
authorized and shall be subject to the consent of the Overlandlord under the
Xxxxxxxxx. Sublessor shall require a Seven Hundred Fifty ($750.00) payment to
cover its handling charges for each request for consent to any sublet and
Sublessee shall be responsible for any payment due the Overlandlord to obtain
consent to a sublease or assignment. Such consent shall not be construed as a
waiver of the duty of Sublessee, or the legal representatives or assigns of
Sublessee, to obtain from Sublessor consent to any other or subsequent
assignment or subletting, or as modifying or limiting the rights
of Sublessor under the foregoing covenant by Sublessee not to assign or sublet
without such consent. Any violation of any provision of this Sublease, whether
by act or omission, by any assignee, subtenant or undertenant or occupant, shall
be deemed a violation of such provision by Sublessee, it being the intention and
meaning of the parties hereto that Sublessee shall assume and be liable to
Sublessor for any and all acts and omissions of any and all assignees,
subtenants, undertenant and occupants. If this Sublease be assigned, Sublessor
may and is hereby empowered to collect rent from the assignee; if the Demised
Premises or any part thereof be underlet or occupied by any person other than
Sublessee, Sublessor, in the event of Sublessee's default, may, and is hereby
empowered to, collect rent from the undertenant or occupant; in either of such
events, Sublessor may apply the net amount by it to the rent herein reserved,
and no such collection shall be deemed a waiver of the covenant herein against
assignment and underletting, or the acceptance of the assignee, undertenant or
occupant as Sublessee, or a release of Sublessee from the further performance of
the covenants herein contained on the part of Sublessee.
15. BROKER. Sublessee represents and warrants that Sublessee has not
dealt with any broker in connection with the leasing of the Demised Premises
other than The Garibaldi Group and Insignia/Xxxxxx X. Xxxxxx Co., Inc. (the
"Brokers"). Sublessee will indemnify and hold harmless Sublessor from and
against any and all claims, loss, liability, cost, and expense (including
reasonable attorneys fees) resulting from any claim that may be made against
Sublessor by any broker or other person claiming a commission, fee, or other
compensation by reason of the transaction other than the Brokers, if the same
shall arise by or on account of any act of Sublessee or Sublessee's
representatives. Sublessor represents and warrants that Sublessor has not dealt
with any broker in connection with the leasing of the Demised Premises to
Sublessee other than the Brokers. Sublessor will indemnify and hold harmless
Sublessee from and against any and all claims, loss, liability, cost, and
expense (including reasonable attorney's fees) resulting from any claim that may
be made against Sublessee by any broker or other person claiming a commission,
fee, or other compensation by reason of this transaction, if the same shall
arise by or on account of any act of Sublessor or Sublessor's representatives.
Sublessor shall be responsible for payment of the commissions to the Brokers
pursuant to a separate agreement between Sublessor and the Brokers.
16. Sublessor represents to Sublessee that, to the best of its
knowledge (a) the Xxxxxxxxx is in full force and effect; and (b) that there are
no defaults by either Sublessor or Overlandlord thereunder.
17. Sublessee shall be entitled to whatever rights Sublessor has
under the Xxxxxxxxx and in connection with the listing on the building
directory, signs and parking.
18. WAIVER. One or more waivers of any covenant or condition by
Sublessor shall not be construed as a waiver of a subsequent breach of the same
or any other covenant or condition, and the consent or approval by Sublessor to
or of any act by Sublessee requiring Sublessor's consent or approval shall not
be construed to waive or render unnecessary Sublessor's consent or approval to
or of any subsequent similar act by Sublessee.
19. EFFECT. This Agreement shall be binding upon the parties hereto,
their heirs, successors and permitted assigns, and may not be altered, amended,
terminated or modified except by written instrument executed by each of the
parties hereto.
20. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of New Jersey.
21. ENTIRE CONTRACT. This agreement contains the entire contract
between the parties. No representative, agent or employee of Sublessor has been
authorized to make any representations or promises with reference to within
letting or vary or alter or modify the terms hereof. No additions, changes or
modifications, renewals or extensions hereof shall be binding, unless reduced to
writing and signed by Sublessor and Sublessee.
22. Within ten (10) days of the execution of this Lease, Sublessee
shall deliver to Sublessor, a corporate resolution authorizing the execution of
this Lease by Sublessee.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
ATTEST: TRANS TEC SERVICES, INC., Sublessor
BY: /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Chief Financial Officer
COGNIZANT TECHNOLOGY SOLUTIONS
CORPORATION, Sublessee
BY: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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PRINT NAME
Vice President
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TITLE
F:\REAL_EST.ATE\SUBLEASE.DIR\TRANS.TEC
TABLE INVENTORY
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LOCATION OF INVENTORY LEAVING
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Credit & Acctng. Area
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6 Desks with return 6
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Filing Room
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1 Single Desk 1
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Mail Room
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1 Desk with return 1
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1 Single Desk 1
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Formerly Invoicing Room
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3 Desks with return 3
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Executive Area
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1 Desk with return 1
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MIS
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2 Desks with return 2
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2 Single desks 2
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Kitchen Area
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2 Tables 2
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Brokers' Area
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Near the Closet in the Trading Area 1 Desk with return 1
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Workstation 6 Single Desks 6
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Reception Area
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1 Desk with return 1
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Conference Room
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Conference Table with Chairs 1
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TOTAL 28
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