EXHIBIT 10.2
THIS AGREEMENT made the 21st day of March in the year One Thousand Nine
Hundred and Seventy-Eight
Between XXXXXXX XXXXXXX and XXXX XXXXXXX, as Trustees under the Will of
Xxxxxx Xxxxxxx, deceased, c/o Xxxxxxx Xxxxxxx, 2780 No. E. 183rd Street, North
Miami Beach, Florida, XXXXXX XXXXXX, residing at 0000 Xxxxx Xxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxx, and XXXXXX XXXXXXXX, residing at 0000 Xxxxx Xxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx, parties of the first part hereinafter known as the
landlord,
And KREISLER MANUFACTURING CORPORATION, a Delaware Corporation, having
its home office at 2600 22nd Street North, St. Petersberg, Fla., and KREISLER
INDUSTRIAL CORPORATION, a New Jersey Corporation, having its office at 000 Xxx
Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, parties of the second part hereinafter
known as the Tenant:
Witnesseth, That the said landlord has agreed to LET and DEMISE and
hereby does LET and DEMISE to the said Tenant, and the said Tenant has agreed to
HIRE and hereby does HIRE from the said Landlord, the following premises: all
that property now occupied by the tenant located in Elmwood Park, New Jersey,
comprising a total area of approximately 90,000 square feet, on which there is
presently located a building now occupied by the tenant having an area of
approximately 52,000 square feet on the same 90,000 square feet area.
for the term of seven (7) years to commence on the first day of October
1978, and to end on the 30th day of September 1985, to be used and occupied only
for light manufacturing and for any other business or purposes now being
conducted by the tenant which comply with the terms of a variance hereinbefore
granted outlining the types of business to be excluded.
Upon the following Conditions and Covenants:
FIRST: That the said Tenant hereby covenants and agrees to pay unto the
said Landlord the annual rent or sum of FIFTY-EIGHT THOUSAND FIVE HUNDRED
DOLLARS ($58,500.00) and 00/100------payable in equal monthly payment of
$4,875.00 per month and payable in advance on the first day of each and every
month during the entire term of this lease; tenant shall have the privilege of a
five day grace period for the payment of its monthly rent.
SECOND: That the Tenant shall take good care of the premises and shall
at its own cost and expense make all repairs both interior and exterior, and at
the end or other expiration of the term, shall deliver up the demised premises
in good order or condition, damages by the elements excepted. See Paragraph 29th
of attached Rider.
THIRD: That the Tenant shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State and City Government and of any and all their Departments and
Bureaus applicable to said premises, for the correction, prevention, and
abatement of nuisances, violations or other grievances, in, upon or connected
with said premises during said term; and shall also promptly comply with and
execute all rules, orders and regulations
of the Board of Fire Underwriters for the prevention of fires at its own cost
and expense provided they relate to the business of, or use and occupation by
the tenant.
FOURTH: That in case the Tenant shall fail or neglect to comply with
the aforesaid statutes, ordinances, rules, orders, regulations and requirements
or any of them, or in case the Tenant shall fail or neglect to make any
necessary repairs, then the Landlord or his Agents may enter said premises and
make said repairs and comply with any and all of the said statutes, ordinances,
rules, orders, regulations or requirements, at the cost and expense of the
Tenant and in case of the Tenant's failure to pay therefor, the said cost and
expense shall be added to the next month's rent and be due and payable as such,
or the Landlord may deduct the same from the balance of any sum remaining in the
Landlord's hands. This provision is in addition to the right of the Landlord to
terminate this lease by reason of any default on the part of the Tenant. The
Landlord shall promptly deliver to tenant any notice of violations received by
it.
EIGHTH: (missing text on copy)____________________________________,
representatives, shall have the right to enter into and upon said premises, or
any part thereof, at all reasonable hours necessary for the safety and
preservation thereof, provided the same does not unreasonably interfere with
tenant's use of the premises.
NINTH: That the Tenant also agrees to permit the Landlord or his Agents
to show the premises to persons wishing to hire or purchase the same; and the
Tenant further agrees that on and after one year next preceding the expiration
of the term hereby granted, the Landlord or his Agents shall have the right to
place notices on the front of said premises, or any part thereof, offering the
premises "To Let" or "For Sale," and the Tenant hereby agrees to permit the same
to remain thereon without hindrance or molestation, at reasonable times during
business hours.
FIFTEENTH: That if default be made in any of the covenants herein
contained, then it shall be lawful for the said Landlord to re-enter the said
premises, and the same to have again re-possess and enjoy.
SIXTEENTH: That this instrument shall not be a lien against said
premises in respect to any bona fide mortgages that hereafter may be placed
against said premises,, which mortgages are not to exceed in the aggregate the
sum of FOUR HUNDRED FIFTY THOUSAND ($450,000.00) and 0/100 Dollars, and that the
recording of such mortgage or mortgages shall have preference and precedence and
be superior and prior in lien of this lease, irrespective of the date of
recording and the Tenant agrees to execute any such instrument without cost,
which may be deemed necessary or desirable to further effect the subordination
of this lease to any such mortgage or mortgages, and a refusal to execute such
instruments shall entitle the Landlord, his assigns and legal representatives to
the option of cancelling this lease without incurring any expense or damage, and
the term hereby granted is expressly limited accordingly.
EIGHTEENTH: That the security deposited under this lease shall not be
mortgaged, assigned or encumbered by the Tenant without the written consent of
the Landlord.
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NINETEENTH: It is expressly understood and agreed that if for any
reason it shall be impossible to obtain fire insurance on the buildings and
improvements on the demised premises in an amount, and in the form, and in fire
insurance companies acceptable to the Landlord, the latter may, if he so elect,
at any time thereafter terminate this lease and the term thereof, on giving to
the Tenant three days' notice in writing of his intention to do and upon the
giving of such notice, this lease and the term thereof shall terminate and come
to an end.
TWENTY-SECOND: The failure of the Landlord to insist upon strict
performance of any of the covenants or conditions of this lease or to exercise
any option herein conferred in any one or more instances, shall not be construed
as a waiver or relinquishment for the future of any such covenants, conditions
or options, but the same shall be and remain in full force and effect.
TWENTY-THIRD: If after default in payment of rent or violation of any
other provision of this lease, or upon the expiration of this lease, the Tenant
moves out or is dispossessed and fails to remove any trade fixtures or other
property prior to such said default, removal, expiration of lease, or prior to
the issuance of the final order or execution of the warrant, then and in that
event, the said fixtures and property shall be deemed abandoned by the said
Tenant and shall become the property of the Landlord.
TWENTY-FOURTH: In the event that the relation of the Landlord and
Tenant may cease or terminate by reason of the re-entry of the landlord under
the terms and covenants contained in this lease or by the ejectment of the
Tenant by summary proceedings or otherwise, or after the abandonment of the
premises by the Tenant, it is hereby agreed that the Tenant shall remain liable
and shall pay in monthly payments the rent which accrues subsequent to the
re-entry by the Landlord, and the Tenant expressly agrees to pay as damages for
the breach of the covenants herein contained, the difference between the rent
reserved and the rent collected and received, if any, by the Landlord, during
the remainder of the unexpired term, such difference or deficiency between the
rent herein reserved and the rent collected, if any, shall become due and
payable in monthly payments during the remainder of the unexpired term, as the
amounts of such difference or deficiency shall from time to time be ascertained.
TWENTY-FIFTH: If the whole or any part of the demised premises shall be
acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and tenant shall
have no claim against landlord for the value of any unexpired term of said
lease. No part of any award shall belong to the tenant. In the event of
condemnation, the rent shall be apportioned to the date of title vesting in such
condemnation proceeding.
TWENTY-SIXTH: That the tenant shall neither encumber, nor obstruct the
sidewalk in front of, entrance to or halls and stairs of said building, nor
allow the same to be obstructed or encumbered in any manner.
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TWENTY-SEVENTH: That the tenant will not nor will the tenant permit
undertenants or other persons to do anything in said premises, or bring anything
into said premises, or bring anything into said premises, or permit anything to
be brought into said premises or to be kept therein, which will in any way
increase the rate of fire insurance on said demised premises, nor use the
demised premises or any part thereof, nor suffer or permit their use for any
business or purpose which would cause an increase in the rate of fire insurance
on said building, and the tenant agrees to pay on demand any such increase.
TWENTY-EIGHTH: In case of damage, by fire or other cause, to the
building in which the leased premises are located, without the fault of the
tenant or of tenant's agent or employees, if the damage is so extensive as to
amount practically to the total destruction of the leased premises or of the
building, or if the landlord shall within a reasonable time decide not to
rebuild, this lease shall cease and come to an end, and the rent shall be
apportioned to the time of the damage. In all other cases where the leased
premises are damaged by fire without the fault of the tenant or of tenant's
agents or employees the landlord shall repair the damage with reasonable
dispatch after notice of damage, and if the damage has rendered the premises
untenable* (see rider)
And the said Landlord does covenant that the said Tenant on paying the
said rent, and performing the covenants aforesaid, shall and may peaceably and
quietly have, hold and enjoy the said demised premises for the term aforesaid.
And it is further understood and agreed, that the covenants and
agreements herein contained are binding on the parties hereto and their legal
representatives.
IN WITNESS WHEREOF, the said parties have set their hands and seals or
caused these presents to be signed by their proper corporate officers and caused
their proper corporate seal to be hereto affixed the day and year first above
written.
/s/ /s/
---------------------------- ----------------------------
______ to landlord Xxxxxxx Xxxxxxx
XXXXXXXX MANUFACTURING CORPORATION /s/
----------------------------
Xxxx Xxxxxxx
/s/ Trustees under the Will of
---------------------------- Xxxxxx Xxxxxxx, deceased
President-Tenant
ATTEST: /s/
----------------------------
/s/ Xxxxxx Xxxxxx
----------------------------
Secretary - Asst
/s/
----------------------------
ATTEST Xxxxxx Xxxxxxxx, Landlord
/s/ KREISLER INDUSTRIAL CORPORATION
----------------------------
Secretary By: /s/
----------------------------
President-tenant
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RIDER
* in whole or in part, there shall be an apportionment of the rent until the
damage has been repaired. In determining what constitutes reasonable dispatch
consideration shall be given to delays caused by strikes, adjustment of
insurance and other causes beyond the landlord's control.
TWENTY-NINTH: Under the terms of Paragraph Second of the within lease, the
tenant has agreed to be liable for and to make all necessary repairs to both the
interior and exterior of the building. In addition thereto, the tenant agrees to
keep the driveway and parking lot in good repair and further agrees that the
said parking lot shall be used for parking only. The tenant further agrees to be
liable for all roof repairs except if it becomes necessary to replace the entire
roof by reason of a total collapse due to windstorm or other external factors in
which event the landlord agrees to be responsible for the major repair.
** (See continuation of paragraph 29th on bottom of this page).
THIRTIETH: All notices required to be given to the tenant must be in writing and
forwarded to the tenant by certified or registered mail, addressed to the tenant
at 000 Xxx Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, and all notices required to
be given to the landlord must be in writing and forwarded to the landlord by
certified or registered mail addressed to both Xxxxxx Xxxxxx at 0000 Xxxxx Xxxxx
Xxxxx Xxxxxxxxx, Xxxxxxx 00000 (apt. 901) and to Xxxxxx Xxxxxxxx at 0000 Xxxxx
Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx, 00000 (apartment 804).
THIRTY-FIRST: Tenant shall not assign this agreement or underlet or underlease
the premises or any part thereof without the prior consent of the landlord,
which consent shall not unreasonably be withheld, provided, however, that the
landlord need not consent to any such assignment unless tenant shall deliver to
the landlord, in a form reasonably acceptable to the landlord, the assumption by
the assignee of all covenants and obligations, under this lease and provided,
further, that tenant shall remain liable under all of the terms of this lease
for the duration of the term. Landlord shall not be required to consent to a
sublease of part or all of the premises unless tenant shall execute and deliver
to landlord, on a form reasonably acceptable to the landlord, an assignment of
all rents to become due to tenant under said sublease, which assignment shall be
in the form of security to landlord for the performance of tenant's obligations
under this lease.
THIRTY-SECOND: Tenant may place signs on the land and buildings of the demised
premises, provided, however, that such signs shall not create a hazard to any
person or property and shall comply in every way with all applicable
governmental regulations and that tenant shall obtain, at its own expense, all
necessary permits for the erection or installation of said signs.
**(continued)
At the end or other expiration of this lease, tenant agrees to restore the
building to its original condition thus eliminating all pits and excavations
made in the floors.
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THIRTY-THIRD: The tenant shall, without any previous demand therefor, pay to the
landlord, or its agent, the said rent at the times and in the manner above
provided. In the event of the non-payment of said rent, or any installment
thereof, at the times and in the manner above provided, or if the tenant shall
be dispossessed for non-payment of rent, or if the leased premises shall be
deserted or vacated, or if the tenant defaults in any other covenant or
condition of this lease and such default continues for twenty days after notice
to the tenant, the landlord or its agents shall have the right to and may enter
the said premises as the agent of the tenant, either by force or otherwise,
without being liable for any prosecution or damages therefor, and may relet the
premises as the agent of the tenant, and receive the rent therefor, upon such
terms as shall be satisfactory to the landlord, and all rights of the tenant to
repossess the premises under this lease shall be forfeited. Such re-entry by the
landlord shall not operate to release the tenant from any rent to be paid or
covenants to be performed hereunder during the full term of this lease. For the
purpose of reletting, the landlord shall be authorized to make such repairs or
alterations in or to the leased premises as may be necessary to place the same
in good order and condition. The tenant shall be liable to the landlord for the
cost of such repairs or alterations, and all reasonable expenses of such
reletting. If the sum realized or to be realized from the reletting is
insufficient to satisfy the monthly or term rent provided in this lease, the
landlord, at its option, may require the tenant to pay such deficiency month by
month, or may hold the tenant in advance for the entire deficiency to be
realized during the term of the reletting. The tenant shall not be entitled to
any surplus accruing as a result of the reletting. The landlord is hereby
granted a lien, in addition to any statutory lien or right to distrain that may
exist, on all personal property of the tenant in or upon the demised premises,
to secure payment of the rent and performance of the covenants and conditions of
this lease. The landlord shall have the right, as agent of the tenant, to take
possession of any furniture, fixtures or other personal property of the tenant
found in or about the premises, and sell the same at public or private sale and
to apply the proceeds thereof to the payment of any moneys becoming due under
this lease, the tenant hereby waiving the benefit of all laws exempting property
from execution, levy and sale on distress or judgment. The tenant agrees to pay,
as additional rent, all reasonable attorney's fees and other reasonable expenses
incurred by the landlord in enforcing any of the obligations under this lease.
(a) If at any time prior to the date herein fixed as of the
commencement of the term of this lease there shall be filed by or against tenant
in any court pursuant to any statute either of the United State(sic) or of any
State a petition in bankruptcy or insolvency or for reorganization or for the
appointment of a receiver or trustee of all or a portion of tenant's property,
and within thirty (30) days thereof tenant fails to secure a discharge thereof,
or if tenant makes an assignment for the benefit of creditors, or petition for
or enter into an agreement this lease shall ipso facto be cancelled and
terminated and in which event neither tenant or any person claiming through or
under tenant or by virtue of any statute or of an order of any court shall be
entitled to possession of the demised premises and landlord, in addition to the
other rights and remedies given by (c) hereby and by virtue of any other
provision herein or elsewhere in this lease contained or by virtue of any
statute or rule of law, may retain as liquidated damages any rent, security,
deposit of moneys received by them from tenant or others in behalf of tenant
upon the execution hereof.
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(b) If at the date fixed as the commencement of the term of
this lease or if at any time during the term hereby demised there shall be filed
by or against Tenant in any court pursuant to any statute either of the United
States or of any State a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of tenant's property, and within thirty (30) days thereof tenant fails
to secure a discharge thereof, or if tenant makes an assignment for the benefit
of creditors or petition for or enter into an arrangement this lease, at the
option of the landlord, exercised within a reasonable time after notice of the
happening of any one or more of such events, may be cancelled and terminated and
in which event neither tenant nor any person claiming through or under tenant by
virtue of any statute or of an order of any court shall be entitled to
possession or to remain in possession of the premises demised but shall
forthwith quit and surrender the premises, and landlord, in addition to the
other rights and remedies landlord has by virtue of any other provision herein
or elsewhere in this lease contained or by virtue of any statute or rule of law,
may retain as liquidated damages any rent, security, deposit or moneys received
by them from tenant or others in behalf of tenant.
(c) It is stipulated and agreed that in the event of the
termination of this lease pursuant to (a) or (b) landlord shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from tenant as and for liquidated damages an amount equal to the
difference between the rent reserved hereunder for the unexpired portion of the
term demised and the then fair and reasonable rental value of the demised
premises for the same period. If such premises or any part thereof be re-let by
the landlord for the unexpired term of said lease or any part thereof, before
presentation of proof of such liquidated damages to any court, commission or
tribunal, the amount of rent reserved upon such re-letting shall be prima facie
to be the fair and reasonable rental value for the part or the whole of the
premises so re-let during the term of the re-letting. Nothing herein contained
shall limit or prejudice the right of the landlord to prove for and obtain as
liquidated damages by reason of such termination, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time when, and governing
the proceedings, in which such damages are to be proved, whether or not such
amount be greater, equal to, or less than the amount of the difference referred
to above.
THIRTY-FOURTH: The tenant shall be liable for the payment of, in addition to the
net rental hereinbefore mentioned, all taxes which may be charged, imposed or
assessed upon or in relation to the demised premises during the term of the
within lease, as well as all insurance, water costs, sewer rents, heating costs,
electricity and, at its own cost and expense, maintain the said premises. It is
hereby agreed by and between the parties hereto that the landlord shall make the
actual payment of the taxes and assessments, including the real property taxes
which are due quarterly on February 1st, May 1st, August 1st and November 1st
direct to the taxing authorities and the tenant further agrees to reimburse the
landlord for the payment of the aforesaid tax and assessment payments, which is
to be considered as additional rent, no later than five days after the landlord
has made the said payments and has so advised the tenant. Taxes and assessments
for the first and last years of the lease shall be apportioned pro rata. Tenant
shall not be required to pay any estate, inheritance, succession, transfer,
franchise or income taxes which may be payable by landlord and landlord's heirs,
devisees, legal representatives, successors, assigns, or any of them, or any
taxes of a similar nature. In addition thereto, the tenant shall be liable for
50% of any assessments which may be
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charged, imposed or assessed upon or in relation to the demised premises during
the term of the within lease.
THIRTY-FIFTH: The landlord makes no warranties or representation that the
premises may be used for the purposes set forth in this lease or any
representations or warranties of any nature, except as expressly set forth
herein.
THIRTY-SIXTH: The tenant shall not have the right to make any major alteration
without the consent of the landlord in writing. If such consent is given, or if
the tenant makes minor alterations without the landlord's consent, the tenant
shall restore the demised premises to the same condition as when received upon
request of the landlord.
THIRTY-SEVENTH: The landlord shall not be responsible for the loss or damage to
property or injury to persons, occurring in or about the demised premises, by
reason of any existing or future condition, defect, matter or thing in said
demised premises or the property of which the premises are a part, unless due to
negligence or willful conduct of landlord, its agents or employees, or for the
acts, omissions or negligence of other persons or tenants in and about the said
property. The tenant agrees to indemnify and save the landlord harmless from all
claims and liability for losses of or damage to property, or injuries to persons
occurring in or about the demised premises. In furtherance thereof, the tenant
shall carry at its own expense, public liability insurance, in a minimum amount
of Two Hundred Fifty Thousand ($250,000.00) DOLLARS for each person injured and
One Million ($1,000,000.00) DOLLARS for any one accident and One Hundred Fifty
Thousand ($150,000.00) DOLLARS for property damage in any one accident which
shall include the landlord as a named insured. Tenant shall deliver to landlord
policy of said insurance and upon default thereof, the landlord may procure the
same and tenant shall pay therefor as additional rent hereunder upon demand.
THIRTY-EIGHTH: Landlord or Landlord's agents have made no representations or
promises with respect to the demised premises and the buildings thereon except
as expressly herein set forth.
THIRTY-NINTH: In the event that any mechanic's lien is filed against the
premises as a result of alterations, additions or improvements made by the
tenant, or in the events any other lien against the premises is created by any
act or omission of tenant, the tenant shall promptly remove the same; the
landlord, at its option, after thirty (30) days notice to the tenant if the
tenant fails to remove the same within said period of 30 days notice, may pay
the said lien, without inquiring into the validity thereof, and the tenant shall
forthwith reimburse the landlord the total expense incurred by the landlord in
discharging the said lien, as additional rent hereunder.
Nothing herein contained shall be construed as a consent on the part of the
landlord to subject the landlord's property to liability under the mechanic's
lien law of the State of New Jersey, or to any lien law or any lien or charge
whatsoever.
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FORTIETH: The rights and remedies contained in this lease are not intended to be
exclusive, but as additional to all rights and remedies the landlord would
otherwise have by law.
FORTY-FIRST: The tenant shall procure and pay for building fire insurance with
extended coverage in the amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS
($750,000.00) and deliver the original policy to the landlord. The landlord may
obtain such insurance if the tenant fails to do so and charge the cost to tenant
as additional rent.
FORTY-SECOND: The landlord represents that it is the owner of the demised
premises having a deed for same duly recorded, and that it has full power under
the laws of the State of New Jersey to execute and deliver this lease.
FORTY-THIRD: In connection with the fire insurance specified in Paragraph
Forty-First and Paragraph "19th", the landlord will not object to any fire
insurance company authorized to do business in the State of New Jersey except
for good and sufficient reasons.
FORTY-FOURTH: Both the landlord and tenant represents and warrants that they
have had no dealings with any broker with regard to this lease.
FORTY-FIFTH: The landlord hereby acknowledges that the tenant has already
deposited with the landlord the sum of $10,000.00 as security for the full and
faithful performance by the tenant of all of the terms and conditions upon the
tenant's part to be performed; in addition thereto, the tenant has this day
deposited an additional sum of $2,500.00, thus making the total security
herewith held by the landlord to be in the sum of $12,500.00 which said sum
shall be returned to the tenant after the time fixed as the expiration of the
term herein, provided that the tenant has fully and faithfully carried out all
of the terms, covenants and conditions on its part to be performed. In the event
of a bona fide sale, subject to this lease, the landlord shall have the right to
transfer the security to the vendee for the benefit of the tenant, and the
landlord shall be considered released by the tenant from all liability for the
return of such security, and the tenant aggrees to look to the new landlord
solely for the return of the said security, and it is agreed that this shall
apply to every transfer or assignment made of the security to a new landlord.
The landlord will pay the tenant annually interest at the rate of five (5%)
percent per annum upon the said security, but will be entitled to deduct one
(1%) percent thereof for administration costs.
FORTY-SIXTH: That in the case of any damage or injury occurring to the glass in
any of the buildings on the premises or damage and injury to the said premises
of any kind whatsoever, then the said tenant shall cause the said damage or
injury to be repaired as speedily as possible at the tenant's own cost and
expense.
FORTY-SEVENTH: It is expressly agreed and understood by and between the parties
to this agreement, that the landlord shall not be liable for any damage or
injury to person or property caused by or resulting from steam, electricity,
gas, water, rain, ice or snow, or any leak or flow from or into any part of said
building, or from any damage or injury resulting or arising from any other cause
or
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happening whatsoever, unless due to negligence or willful conduct of the
landlord, its agents or employees.
FORTY-EIGHTH: Landlord agrees that tenant shall have the right, at its own cost
and expense, to contest the amount or legality of any tax or assessment as to
which tenant may be obligated to pay, and tenant may make application from the
reduction thereof, or of any assessment upon which the same may be based, and
landlord agrees at the request of tenant to execute or join in the execution of
any instruments or documents necessary in connection with such contest or
application and assist tenant in the prosecution of such contest or application,
but without cost or expense to landlord. If any such contest or application
shall result in a reduction of any such tax or assessment, the total amount of
any refund received by the landlord, to the extent to which the same is based
upon payment made by the tenant, shall promptly be paid by the landlord to the
tenant, or tenant may at its option deduct the same from rent thereafter
payable. (See also paragraph FIFTY-EIGHTH below.)
FORTY-NINTH: If any dispute shall arise as to any of the provisions of the
within lease and same cannot be settled amicably by the parties hereto, both the
landlord and tenant hereby agree that any such dispute shall be arbitrated
according to the rules then obtaining of the American Arbitration Association.
FIFTIETH: Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx are the sole surviving Trustees under
the will of Xxxxxx Xxxxxxx, deceased, and as such, together with Xxxxxx Xxxxxx
and Xxxxxx Xxxxxxxx, they covenant, warrant and represent that they have full
right and power to execute and perform this lease and to grant the estate
demised herein.
FIFTY-FIRST: Tenant is hereby granted the option to renew this lease on all the
same terms and conditions, except that the annual rent shall be increased by 10%
and the monthly installments of rent accordingly increased, for a renewal term
of five (5) years commencing on expiration of the initial term. Such option
shall be exercisable by written notice to be forwarded by certified or
registered mail from tenant to landlord to that effect given not later than
twelve (12) months prior to expiration of the initial term, and the said written
notice shall be forwarded either to Xxxxxx Xxxxxx and to Xxxxxx Xxxxxxxx at
their respective addresses set forth in the beginning of this lease, or at any
other address designated by either or both of them in the future.
FIFTY-SECOND: Anything in this lease to the contrary notwithstanding, landlord
shall be responsible for any and all roof repairs, and/or replacement until
October 1, 1978.
FIFTY-THIRD: Anything to the contrary notwithstanding, both parties hereto agree
upon the following verbiage to be added to sub-section (c) of Paragraph
Thirty-Third of this Rider relating to the computation of damages in the event
of the termination set forth therein:
In the computation of such damages, the difference between any installment of
rent becoming due hereunder after the date of termination and the fair and
reasonable rental value of the demised
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premises for the period for which such installment was payable shall be
discounted to the date of termination at the rate of 4% per annum
FIFTY-FOURTH: Landlord agrees that tenant shall have the right, at its own costs
and expense, to contest the amount or legality of any tax or assessment as to
which tenant may be obligated to pay, and tenant may make application for the
reduction thereof, or of any assessment upon which the same may be based, and
landlord agrees at the request of tenant to execute or join in the execution of
any instruments or documents necessary in connection with such contest or
application and assist tenant in the prosecution of such contest or application,
but without cost or expense to landlord. If any such contest or application
shall result in a reduction of any such tax or assessment, the total amount of
any refund received by the landlord, to the extent to which the same is based
upon payment made by the tenant, shall promptly be paid by the landlord to the
tenant, or tenant may at its option deduct the same from rent thereafter
payable.
FIFTY-FIFTH: Possession of the demised premises by the tenant shall include all
present installation, such as electrical system, including all xxxx ducts,
flourescent fixtures now installed in premises, and air conditioning equipment
in offices now partitioned, and sprinkler system, it being understood and agreed
that this paragraph shall only apply to items previously installed by the tenant
which are not affixed to the realty, and which can only be removed if no damage
is done to the realty.
FIFTY-SIXTH: The mortgages specified in paragraph Sixteenth of this lease shall
contain the following provision:
The mortgagee shall give Kreisler Manufacturing Corporation and Kreisler
Industrial Corporation, tenants of the premises covered hereby, notice by
registered or certified mail directed to said tenants at 0000 00xx Xxxxxx Xxxxx,
Xx. Xxxxxxxxxx, Xxxxxxx and 000 Xxx Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx,
respectively, of any default under this mortgage, and will not commence any
proceedings or take any other action toward foreclosure thereof on account of
such default within twenty days after giving such notice. Said tenants shall
have the right, at their option, to remedy the mortgagor's default within such
twenty-day period and shall be subrogated to mortgagee's lien to the extent of
the remedied payments made by said tenants. The lien of this mortgage shall not
cover any of said tenants' fixtures, alterations or improvements which by law or
the terms of this lease tenant is permitted to remove from the demised premises.
FIFTY-SEVENTH: This lease supersedes and replaces that certain agreement of
lease dated November 14, 1966, between Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx and Xxx
Xxxxxx, as Trustees under the will of Xxxxxx Xxxxxxx, deceased, Xxxxxx Xxxxxx
and Xxxxxx Xxxxxxxx, as landlord, and Xxxxxxx Xxxxxxxx Manufacturing Corporation
and Kreisler Industrial Corporation, as tenant, and the supplemental lease
agreement between the same landlord and tenant dated May 13, 1968.
FIFTY-EIGHTH: Tenant may defer payment of the contested tax or assessment
pending any contest, provided that Tenant shall have deposited with Landlord a
surety bond issued by a surety
-11-
company of recognized responsibility, conditioned upon the payment of the same
plus all fines, interest, penalties or costs which may become due pending such
contest or such other security satisfactory to Landlord as will insure the
payment of such tax or assessment and such fines, interest, penalties or costs.
Notwithstanding such contest, Tenant shall pay such tax or assessment no later
than ten days before the demised premises may become subject to a sale by
governmental authority by reason of the non-payment thereof. Upon the final
determination of any such contest, Tenant shall pay such tax or assessment which
may have been deferred pending such contest, together with such fines,
interests, penalties, costs and charges as may be payable in connection
therewith. (The foregoing refers to paragraph FORTY-EIGHTH above.)
-12-
LEASE RENEWAL AGREEMENT
THIS agreement, this _____ day of September, A.D., 1984, by and between
XXXXXXX ANTKINS and XXXX ANTKINS, as Trustees under the will of XXXXXX ANTKINS,
deceased, XXXXXX XXXXXX and XXXXXX XXXXXXXX known as the Landlord and Kreisler
Manufacturing Corporation, a Delaware Corporation and Kreisler Industrial
Corporation, a New Jersey Corporation hereinafter referred to as Tenant:
1. The Landlord and Tenant on March 21, 1978 entered into a lease, a
copy of which is attached, hereto and made a part hereof.
2. Under paragraph number fifty-first Tenant is granted the right to
renew the subject lease for an additional five year term at the expiration of
the existing term, and the Tenant has so elected to renew the lease and the
Landlord has accepted said renewal subject to the following amendment to the
existing attached lease.
A. The official address of XXXXXX XXXXXXXX is now: 0000 Xx.
Xxxxxxx Xxxxx, Xxxxxxxx Xxxxx, Xxxxxxx 00000. The official address now of
Kreisler Manufacturing Corporation is 0000 Xxxxxxx Xxxxxx - Xxxxx X Xx.
Xxxxxxxxxx, Xxxxxxx.
B. The agreed annual rent for the first five year term renewal
shall be Sixty-four Thousand Nine Hundred Twenty Dollars ($64,920.00) payable
Five Thousand Four Hundred Ten Dollars ($5,410.00) per month payable in advance
on the first day of each and every month during the entire term of the lease;
Tenant shall have a privilege of a five day grace period for the payment of its
monthly rent. the first monthly rent shall be due on or before October 1, 1985.
C. Paragraph number Twenty-ninth second sentence which now
reads as follows: "The Tenant further agrees to be liable for all roof repairs
except if it becomes necessary to replace the entire roof by reason of a total
collapse due to windstorm or other external factors in which event the Landlord
agrees to be responsible for the major repairs," is amended to read and shall
now read
as follows: "The Tenant further agrees to be liable for all roof
repairs." NOTE: See paragraph Fifty-Ninth.
D. Paragraph number Thirteenth is amended to give the correct
address of XXXXXX XXXXXXXX being: 0000 Xx. Xxxxxxx Xxxxx, Xxxxxxxx Xxxxx,
Xxxxxxx 00000.
E. Paragraph number Forty-First is amended to read that the
procure fire insurance with extended coverage shall be for One Million Dollars
($1,000,000.00) rather than Seven Hundred Fifty Thousand Dollars ($750,000.00).
F. Paragraph number Fifty-First is amended by adding the
following language to the paragraph.
"At the end of this renewal period which is September
30, 1990 the Tenant is hereby granted the option to
renew this lease as amended on all the same terms and
conditions except the rental amount shall be
Seventy-Two Thousand Dollars ($72,00.00) payable
monthly in advance, Six Thousand Dollars ($6,000.00)
per month."
"Tenant is further granted an option for an
additional five year term (if the lease is still in
full force and effect) beginning October 1, 1995
under the same terms and conditions, except the
rental price shall be Seventy-Nine Thousand Nine
Hundred Ninety-Two Dollars ($79,992.00) payable
monthly in advance, Six Thousand Six Hundred
Sixty-Six Dollars ($6,666.00) per month."
G. Paragraph number Fifty-Sixth is amended to give the correct
address of Kreisler Manufacturing Corporation being: 0000 Xxxxxxx Xxxxxx - Xxxxx
X, Xx. Xxxxxxxxxx, Xxxxxxx.
H. The attached lease is further amended by adding a new
clause Fifty-Ninth as follows:
"Fifty-Ninth: The Landlord and Tenant each agree that
the roof is in present need of repair or replacement.
The Landlord agrees to pay one half the cost of a new
roof up to a limit of liability for the Landlord of
Thirty-Two Thousand Five Hundred Dollars (32,500.00).
The roof repairs or replacement shall be performed by
a licensed roofer with a ten year warranty for the
roof."
All other terms and conditions of the original attached lease not in
conflict with this amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seals or to be
signed by a proper corporate officer with seal attached.
--------------------------------
---------------------------------------
-------------------------------- XXXXXXX ANTKINS, Trustee under the Will
of Xxxxxx Antkins, deceased
--------------------------------
---------------------------------------
-------------------------------- XXXX ANTKINS, Trustee under the Will
of Xxxxxx Antkins, deceased
--------------------------------
---------------------------------------
-------------------------------- XXXXXX XXXXXX
--------------------------------
---------------------------------------
-------------------------------- XXXXXX XXXXXXXX
KREISLER MANUFACTURING CORP.
By:
---------------------------------------
KREISLER INDUSTRIAL CORP.
By:
---------------------------------------
LEASE MODIFICATION AGREEMENT by and
between KREISLER INDUSTRIAL CORPORATION, Tenant,
AND T&T INVESTMENT COMPANY, as Successor to ANTKIES,
XXXXXX and MALAMUTH, Landlord
THIS AGREEMENT, made this _____ day of _________, 1995, by and between
Kreisler Industrial Corporation, hereinafter "Tenant," an T&T Investment
Company, successor in interest to Antkies, Xxxxxx and Malamuth, hereinafter
"Landlord," and concerning the premises located at 000 Xxx Xxxxx Xxxxxx, Xxxxxxx
Xxxx, Xxx Xxxxxx, the above-named parties do hereby agree that:
1. The parties, and/or their predecessors, entered into a written Lease
Agreement dated March 21, 1978.
2. Said Lease Agreement was renewed on or about September 25, 1984.
3. Pursuant to the terms of the original base Agreement, Paragraph
Sixteenth provided that no mortgage lien on the premises could be in excess of
the aggregate principal sum of Four Hundred Fifty Thousand ($450,000) Dollars.
4. Tenant has renewed the Lease, in accordance with the renewal
Agreement dated September 25, 1984, from October 1, 1995 until September 30,
2000.
5. The parties hereby agree that the Tenant shall have the right to
terminate the Lease during the extension term above-described, upon the
following conditions and in the following manner: Tenant shall give to Landlord,
by certified mail, return receipt requested, written notice of intention to
terminate, which notice shall be given at least one year prior to actual
termination. During said year, Tenant will remain fully responsible for any and
all obligations pursuant to the Lease and renewals thereof, and Landlord,
likewise, will be bound by the obligations thereof. Even in the event Tenant
yields possession of the demised premises to Landlord before the expiration of
one year after provision of such notice of intent to terminate, each party
agrees to remain bound by the terms and conditions of all prior written
Agreements until the expiration of one year from the date of such written notice
to terminate.
6. The parties hereby agree that the provision of Paragraphs Sixteenth
and Fifty-sixth of the original base Agreement of March 21, 1978 shall be
deleted and of no further force and effect. There shall be no further
restriction on the principal amount of any mortgage placed on the premises, and
Tenant agrees to execute any and all instruments, without cost, in order to
subordinate the terms of this Lease to any mortgage requested by Landlord.
Landlord agrees, however, that any future mortgagee shall give Tenant written
notice, by certified mail, return receipt requested, of any default under such
mortgage and shall not commence any proceeding of such default within 20 days
after giving such notice. Tenant retains the right, at its option, to remedy any
mortgagor's default within such 20-day period and shall be subrogated to any
mortgagee's lien to the extent of any remedied payments made by said Tenant. The
lien of any mortgage shall not cover any of Tenant's fixtures, alterations or
improvements which, by law or the terms of prior Agreements, are permitted to be
removed from the demised premises. This paragraph 6 amendment is not legally
effective unless and until all mortgagees (both present and future) of the
leased premises signs non-disturbance agreements in form and substance
satisfactory to counsel for the Tenant.
7. The parties hereby agree that, in the event of a sale of the subject
premises by Landlord, Tenant's Lease, and any and all modifications thereto,
shall remain in full force and effect, and that any third party purchaser is
hereby bound by the provisions of same through the end of the lease term, to
wit, September 30, 2000.
8. This Lease Agreement amendment modifies and supplements the prior
written Agreements by and between the parties herein, and shall be deemed to
supercede only those paragraphs and provisions of the prior Agreements
specifically referred to herein. All other terms, provisions and obligations
contained in the previous Agreements entered into are hereby ratified and
confirmed, except where inconsistent herewith.
IN WITNESS WHEREOF, the above-named parties do hereby set their hands
and seals on the date and year above written.
Attest: KREISLER INDUSTRIAL CORP.
By:
------------------------- ----------------------------
Xxxxxx Xxxxx, Chairman
Attest: T&T INVESTMENT COMPANY
By:
------------------------- ----------------------------
Xxxxxx Xxxxxx
