Exhibit 10.50
Emerson, NJ
ASSIGNMENT OF REAL ESTATE LEASE
In consideration of ten dollars and other good and valuable
consideration, to it in hand paid, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, Emerson Cinema,
Inc., a New Jersey corporation ("Assignor"), hereby sells, transfers, conveys,
assigns and delivers to CCC Emerson Cinema Corp., a Delaware corporation
("Assignee"), all of Assignor's right, title and interest as lessee under, to
and in that certain lease dated January 18, 1965 by and between Xxxxxx Xxxxxx,
Xxxxxx Xxxxxx and Xxx Xxxxxx doing business as Xxxxxx Xxx Realty Co., a
partnership ("Lessor") and Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxxxx Xxxxxxxxx,
as assigned by Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxxxx Xxxxxxxxx to Xxxxxxx
Town Theatre, Inc. pursuant to an Assignment Agreement dated September 15, 1965,
as amended by Lessor and Xxxxxxx Town Theatre, Inc. pursuant to an Extension and
Modification of Lease dated July 12, 1982, as amended by Lessor and Xxxxxxx Town
Theatre, Inc. pursuant to an Addendum to Lease dated June 1, 1986, and further
amended and assigned by Xxxxxxx Town Theatre, Inc. to Xxxxxxx Cinema, Inc.
pursuant to an Addendum to Lease dated November 18, 1988 among Lessor, Emerson
Town Theatre, Inc. and Assignor (collectively, the "Lease") relating to the real
property located at the Pascack Valley Shopping Center, 000 Xxxxxxxxxxx Xxxx,
Xxxxxxx, Xxxxxx Xxxxxx, Xxx Xxxxxx 00000 and known as the Emerson Theater.
Assignee hereby assumes all of such right, title and interest and agrees to pay,
perform and otherwise satisfy the obligations of Assignor under the Lease to be
performed on or after the date of this Assignment other than any such
obligations or any other liability arising out of any failure by Assignor to
pay, perform and satisfy all its obligations arising thereunder prior to the
date hereof.
This Assignment is being delivered pursuant to the Agreement Plan
of Reorganization dated as of May 29, 1996 by and among Clearview Cinema Group,
Inc., a Delaware corporation and CCC Emerson Cinema Corp., a Delaware
corporation (collectively, the "Transferees") and Emerson Cinema, Inc. a New
Jersey corporation (the "Transferors") including the provisions of Articles III,
IV and VII thereof regarding representations and warranties and indemnification,
respectively.
Witness the due execution hereof this the ____ day of May, 1996.
ATTEST: EMERSON CINEMA, INC.
By: __________________________ By: __________________________
Title: _______________________ Title: _______________________
ATTEST: CCC EMERSON CINEMA CORP.
By: __________________________ By: __________________________
Title: _______________________ Title: ________________________
STATE OF NEW JERSEY
SS.:
COUNTY OF _______________________
I CERTIFY that on May ____, 1996, ____________________________
personally came before me, and this person acknowledged under oath, to my
satisfaction, that:
(a) this person is the ______________ secretary of Xxxxxxx Cinema,
Inc., the corporation named in this document;
(b) this person is the attesting witness to the signing of this
document by the proper corporate officer who is
_______________________________, the ____________ President of
the corporation;
(c) this document was signed and delivered by the corporation as its
voluntary act duly authorized by a proper resolution of its Board
of Directors; and
(d) this person signed this proof to attest to the truth of these
facts.
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(Print name of attesting witness below signature)
Signed and sworn to before me on
May _______, 1996.
--------------------------------
STATE OF ________________________
SS.:
COUNTY OF _______________________
I CERTIFY that on May ____, 1996, ____________________________
personally came before me, and this person acknowledged under oath, to my
satisfaction, that:
(a) this person is the ______________ secretary of CCC Xxxxxxx Cinema
Corp. the corporation named in this document;
(b) this person is the attesting witness to the signing of this
document by the proper corporate officer who is
_______________________________, the ____________ President of
the corporation;
(c) this document was signed and delivered by the corporation as its
voluntary act duly authorized by a proper resolution of its Board
of Directors; and
(d) this person signed this proof to attest to the truth of these
facts.
-------------------------------------------------
(Print name of attesting witness below signature)
Signed and sworn to before me on
May _______, 1996.
--------------------------------
THIS AGREEMENT, dated the 18th day of January 1965,
BETWEEN XXXXXX XXXXXX, residing at 000 Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxx,
Xxx Xxxxxx, XXXXXX NELSON, residing at 0000 Xxxxxx Xxxxxx, Xxxx
Xxx, Xxx Xxxxxx, and XXX XXXXXX, residing at 000 Xxxxxxxx Xxxx,
Xxxxxxxxx Xxxxxx, Xxx Xxxxxx, doing business as,
XXXXXX XXX REALTY CO., A Partnership, having its principal office
at 000 Xxxxx Xxxxxx, Xxxxxxxxx Xxxx, Xxx Xxxxxx,
hereinafter referred to as "LANDLORD"
AND XXXXXX XXXXXXX, residing at 00 Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxx
Xxxx, and XXXXX XXXXXXX, residing at 000 Xxxxxxxx Xxxxxx,
Englewood Cliffs, New Jersey, and Xxxxxx Xxxxxxxxx, residing at
00 Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxx, Xxx Xxxxxx,
hereinafter referred to as "TENANTS".
W I T N E S S E T H:
The LANDLORD hereby leases to the TENANT the following premises:
"Building to be erected in the Pascack Shopping Center in Emerson, New
Jersey, as shown on a plot plan of the said shopping center, initialled
by the landlord and tenant and annexed hereto and made a part hereof,
which building shall be approximately 65' x 135'." (Plan marked Exhibit
A.)
The term of this demised premises shall be for Twenty-one (21) years starting on
the 1st day of the calendar month next following issuance of the Certificate of
Occupancy or temporary Certificate of Occupancy sufficient for the issuance of a
Theatre Permit by the appropriate authority having jurisdiction thereof and the
continuance thereof by the Municipal authority having jurisdiction thereof for
the building of which the demised premises shall be a part. If the issuance of
the Certificate of Occupancy shall be delayed through the fault or neglect of
the TENANT herein, in installation of any items in the demised premises, which
are the obligation of the TENANT to install, and which installation is a
prerequisite for the issuance of the
CERTIFICATE OF OCCUPANCY, then the term of this Lease shall commence on the 1st
day of the calendar month next following the date of completion by the LANDLORD
or its Building Contractor of all construction work in said premises, which is
the obligation of the LANDLORD. The parties hereto agree that a duly executed
and acknowledged recordable memorandum shall be entered into by the parties at
the time of the commencement of the term of this lease, reciting therein, the
date of commencement and termination of the term herein demised, to be used and
occupied only for such purposes as are hereinafter specifically provided; the
TENANT shall, however, pay rent for the time from the date of the Certificate of
Occupancy, until the 1st day of the term of this Lease, in a pro rata amount.
1. The TENANT shall pay an annual minimum rent during the term
hereof as follows:
During the first 7 years
of the Lease.........................$21,000.00 per year.
During the 8th through the 14th
year of the Lease....................$22,000.00 per year.
During the 15th through the 21st
year of the Lease....................$23,000.00 per year.
Said rent to be paid in equal monthly payments in advance on the
1st day of each and every month during the term aforesaid.
2. In addition to the minimum rents hereinabove stated to be paid
by the TENANT during the term herein demised, TENANT covenants and agrees to pay
additional or augmented rent unto the LANDLORD based upon the gross receipts of
all business conducted on or received from the theatre business to be conducted
in the demised premises. For the full term of this Lease, such additional or
augmented rent shall be equal to Fifteen (15%) percent of all such gross
receipts in excess of One Hundred Fifty Thousand ($150,000.00) Dollars during
the
first seven years of this Lease term. Such additional or augmented rent shall be
equal to Fifteen (15%) percent of all such gross receipts in excess of:
$157,000.00 for the Second Seven year term of this Lease
$164,000.00 for the Third Seven year term of this Lease
$178,000 for any extension or renewal term of this Lease, except
during any extension pursuant to Paragraph 7 of this Lease, in
which event the additional rent shall be as set forth herein.
The term year herein referred to shall be the period of Twelve (12) consecutive
months commencing on the date of the commencement of the term herein demised or
on each anniversary of such date. Within Thirty (30) days after the end of each
year of the term herein demised, TENANT shall submit to the LANDLORD, in
writing, attested by a Certified Public Accountant, a monthly statement of the
gross receipts of the said theatre business, thereto, each such statement shall
itemize the revenue realized from particular admissions. Each such statement
shall be made at the TENANT'S expense, which shall be duly sworn to by the
TENANT. XXXXXX's agrees that his accounting practices and tabulatory method
shall be consistent at all times with the best practices in the industry, and
the LANDLORD, or its ACCOUNTANTS, at the LANDLORD'S own cost and expense, shall
be privileged at any time, upon reasonable notice, to examine all books, records
and other data pertinent to the operation of the theatre and to revenues. If the
LANDLORD's Accountant shall find a discrepancy in such records which will
reflect a sum of Five Hundred ($500.00) Dollars gross revenue or more, then in
that event the TENANT shall pay for the accounting services rendered with this
audit. Any amusement or sales taxes or other similar taxes which may be imposed
by any present or future laws of any municipal, state or federal authority, or
other lawfully constituted taxing authority, and which tax shall be collected by
the TENANT from its patrons shall not be included in the gross receipts
insofaras the computation of additional or augmented rent is concerned, the
additional rents referred to in this
paragraph are to be paid by the TENANT to the LANDLORD within 60 days after the
end of each year of the term herein defined.
3. The additional rent herein provided to be paid by the TENANT
to the LANDLORD in addition to the minimum rent provided herein, although based
on percentages of the gross receipts shall at all times be deemed additional
rent for the use of the demised premises, and the LANDLORD shall, in no event,
be deemed an associate of the TENANT in the conduct of the theatre business, nor
shall the LANDLORD be liable for any debts incurred by the TENANT in the conduct
of the said business. The relation of the parties is, and shall at all times
remain that of LANDLORD and TENANT.
4. That the TENANT shall take good care of the premises and
shall, at the TENANT'S own cost and expense make all repairs, except structural
repairs, in and about the demised premises and all the equipment and fixtures
therein installed, also excepting such roof repairs as shall be necessitated
through no fault or negligence on the part of the TENANT, his employees, agents,
invitees and sub-tenants, and excepting further, such repairs and replacements
as shall be the duty and obligation of the LANDLORD to perform, as provided
elsewhere herein, and at the end or other expiration of the term, shall deliver
up the demised premises in good order or condition, damage by the elements or
ordinary wear and tear excepted.
5. The LANDLORD covenants that the premises herein demised, at
the commencement of the term herein demised shall have complied with all
statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State, County, City, Village and Town Government, and of any and all
their Departments and Bureaus applicable to said premises, for the correction,
prevention and abatement of nuisances or other grievances, in, upon, or
connected with said premises with respect to all of said premises, which, by the
terms hereof, it is the
XXXXXXXX's duty and obligation to build, provide and supply, and to such extent
as may be necessary to comply and execute all rules, orders and regulations of
the New Jersey Board of Fire Underwriters for the prevention of fires, with
respect thereto, at his own cost and expense. After the commencement of the term
of this Lease, and full performance of LANDLORD's covenant in this paragraph
above set forth, 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 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 New Jersey Board of Fire Underwriters for the prevention of
fires at the TENANT's own cost and expense.
6. That the TENANT, successors, heirs, executors or
administrators shall not make any alterations costing in excess of One Thousand
($1,000.00) Dollars on the premises without the LANDLORD's consent in writing
(which consent will not be unreasonably withheld); or occupy or permit or suffer
the same to be occupied for any business or purpose deemed disreputable or
extra-hazardous on account of fire, under the penalty of damages and forfeiture,
and in the event of a breach thereof, the term herein shall immediately cease
and determine at the option of the LANDLORD as if it were the expiration of the
original term, provided TENANT shall fail to cure the default or commence and
proceed with due diligence to cure said default within Thirty (30) days after
notice thereof is given by LANDLORD to TENANT by REGISTERED MAIL.
7. In case of damage by fire, or other factors which are
insurable under comprehensive or extended coverage policies, to the building in
which the leased premises are
located, 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 untenantable in whole or in part,
there shall be an apportionment or abatement in the rent in proportion to the
portion of the demised premises which are still usable for the purpose intended
under this lease. In determining what constitutes reasonable dispatch, due
consideration shall be given to delays caused by strikes, adjustment of
insurance and other causes beyond the LANDLORD's control. If such damage by
fire, or other factors which are insurable under comprehensive or extended
coverage policies shall occur after the Tenth (10th) year of the term herein
demised shall be so extensive as to require repair and replacement by the
LANDLORD at an aggregate cost in excess of Seventy-five Thousand ($75,000.00)
Dollars, then the TENANT expressly agrees that if, at the time that repair to
the premises shall have been fully completed, the then remaining unexpired term
of this Lease be less than Ten (10) years, that the term of this Lease-hold
shall be extended to terminate on the Tenth (10th) anniversary of the completion
of fire repairs aforesaid, all the terms and conditions herein shall remain in
full force and effect with the exception that the minimum annual rental during
each year of such further term shall be Twenty-four Thousand ($24,000.00)
Dollars per annum, payable in like manner as is hereinabove provided for such
minimum rent and all additional or augmented rents hereinabove provided for,
shall likewise be payable during such further term, if any. In the event the
term is extended pursuant to the provisions of this paragraph, any such
additional or augmented rent shall be equal to 15% of all such gross receipts in
excess of $171,000.00 per year throughout the term of such extension. The
remaining term of the original Lease shall be suspended from the time of such
total or partial destruction until the premises shall be fully repaired and
tenantable, at which time the term shall commence to run again and shall
continue in all respects as if the date of completion was the day next
succeeding the date of destruction. If, however, the cost of repairs shall
exceed the said Seventy-five Thousand ($75,000.00) Dollars, and the term of this
Lease shall have less than Five (5) years to run, the LANDLORD may, at its
option, elect not to rebuild; if under such circumstances the LANDLORD shall
elect not to rebuild, then this Lease shall cease and come to an end and the
rent shall be apportioned to the time of the damage. In the event the Landlord
elects not to re-build, then the Landlord agrees not to rent the subject
premises to any tenant for the purposes of operating a theatre therein during
the remainder of what would have been the basic term of this Lease, including
any extension applicable thereto. In this event any security deposit due and
owing to the Tenant shall be returned to the Tenant.
8. The said TENANT agrees that the said LANDLORD and the
LANDLORD's agents and other representatives shall have the right to enter into
and upon said premises, or any part thereof, at all reasonable hours for the
purpose of examining the same, or making such repairs or alterations therein as
may be necessary for the safety and preservation thereof.
9. The TENANT also agrees to permit the LANDLORD or the
LANDLORD's agents to show the premises during reasonable hours to persons
wishing to hire or purchase the same; and the TENANT further agrees that on and
after Six (6) months next preceeding the expiration of the term hereby granted,
the LANDLORD or the LANDLORD's 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 any hindrance or molestation.
10. If the said premises or any part thereof shall be deserted or
become vacant
during said term, or if any default be made in the payment of the said rent or
any part thereof, and such default shall not be cured within Fifteen (15) days,
or if any default be made in the performance of any of the covenants herein
contained, and such default shall continue for Thirty (30) days after notice
thereof sent by the LANDLORD, by Registered Mail, to TENANT, unless TENANT,
within such Thirty (30) day period corrects or commences and proceeds with due
diligence to correct such default within such Thirty (30) day period, the
LANDLORD or representatives may re-enter the said premises by force, summary
proceeding, or otherwise, and remove all persons therefrom, without being liable
to prosecution therefor, and the TENANT hereby expressly waives the service of
any notice in writing of intention to re-enter, and the TENANT shall pay, at the
same time as the rent becomes payable under the terms hereof, a sum equivalent
to the rent reserved herein, and the LANDLORD may rent the premises on behalf of
the TENANT, reserving the right to rent the premises for a longer period of time
than fixed in the original Lease without releasing the original TENANT from any
liability, applying any monies collected, first to the expense of resuming or
obtaining possession, second to restoring the premises to a reasonable
condition, and then to the payment of the rent and all other charges due and to
grow due to the LANDLORD, any surplus to be paid to the TENANT, who shall remain
liable for any deficiency.
11. That in case of any damage or injury occurring to the glass
in the demised premises, the TENANT shall cause said damage or injury to be
repaired as speedily as possible at the TENANT's own cost and expense.
12. That the TENANT shall neither encumber nor obstruct the
sidewalk in front of, entrance to, or halls and stairs of said premises, nor
allow the same to be obstructed or encumbered in any manner, except as
consistent with normal business requirements in the operation of the Tenant's
business.
13. The TENANT is given permission to erect signs on the
exterior of the demised premises, provided:
(A) Said signs shall comply with all Rules and
Regulations of any governing authorities having
jurisdiction thereof.
(B) Said signs shall be installed without damage to
the building, and
(C) Said signs shall be erected only in such place and
manner as is prescribed in the Plans and
Specifications of the Architect of the building.
And in case the LANDLORD, or the LANDLORD's
representatives shall deem it necessary to remove
any such sign, or signs, in order to make any
repairs, alterations, or improvements in or upon
said premises or building, or any part thereof,
the LANDLORD shall have the right to do so,
providing the same be removed and replaced at the
LANDLORD's expense, whenever the said repairs,
alterations, or improvements shall be completed.
14. That the LANDLORD is exempt from any and all liability 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 happening whatsoever.
15. Anything to the contrary herein not withstanding, the TENANT
shall not assign this Lease or sublet any part of the demised premises without
the prior written consent of the LANDLORD, which consent will not be
unreasonably withheld.
Prior to requesting such consent the TENANT must present to the
LANDLORD a copy of the proposed assignment or sub-leasing agreement, which shall
not in any way violate the terms of this Agreement; and an assumption of all of
the terms and conditions herein on the part
of the TENANT to be performed, by the assignee sub-lessee; it is expressly
understood and agreed that no assignment or sub-letting will relieve the
original TENANT from any liability hereunder and that in no event will any
consent be given by the LANDLORD if the TENANT is in default of any of the
covenants or conditions of this Agreement.
16. It is expressly understood and agreed that in case the
demised premises shall be deserted or vacated, or if default be made in the
payment of the rent or any part thereof, as herein specified, or default, as
herein specified, be made in the performance of any of the covenants and
agreements in this Lease contained, on the part of the TENANT to be performed,
or if the TENANT shall fail to comply with any of the Statutes, Ordinances,
Rules, Orders, Regulations and Requirements of the Federal, State and City
Government, or of any and all their Departments and Bureaus, applicable to said
premises, or hereafter established, as herein provided, or if the TENANT in
possession shall file a Petition in bankruptcy, or be adjudicated a bankrupt, or
make an assignment for the benefit of creditors to take advantage of an
insolvency act, the LANDLORD may, if the LANDLORD so elects, at any time
thereafter, terminate this Lease and the term hereof, on giving to the TENANT in
possession, Five (5) days' notice, in writing, of the LANDLORD's intention so to
do, and this Lease and the terms hereof shall expire and come to an end on the
date fixed in such notice as if the said date were the date originally fixed in
this Lease for the expiration hereof. Such notice may be given by mail to the
TENANT in possession, addressed to the demised premises.
17. The TENANT shall pay to the authorities having control over
water in the area all rents or charges which may, during the demised term, be
assessed or imposed for the water used or consumed in or on the said premises,
whether determined by meter or otherwise, as soon as and when the same may be
assessed or imposed, and will also pay the expenses for the
setting of a water meter in the said premises, should the latter be required. If
such rent or charge or expenses are not so paid, the same shall be added to the
next month's rent thereafter to become due.
In addition, if LANDLORD shall pay same, the TENANT shall pay the
LANDLORD an additional amount equal to Six (6%) percent of the amount so paid
together with the amounts so paid.
The TENANT has also deposited with the LANDLORD this day, an
additional security for the payment of water charges, in the sum of One Hundred
($100.00) Dollars, which shall be repaid to the TENANT as soon after the end of
the term hereof is determined that all water charges have been paid. If they
have not so been paid, then the sum shall be applied to the payment of said
unpaid charges and the balance returned to the TENANT.
18. 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 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 other than as set forth herein, 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 any such increase.
19. The failure of the LANDLORD to insist upon a strict
performance of any of the terms, conditions and covenants herein, shall not be
deemed a waiver of any rights or remedies that the LANDLORD may have, and shall
not be deemed a waiver of any subsequent breach or default in the terms,
conditions and covenants herein contained. This instrument may not be changed,
modified or discharged orally.
20. That should the land whereon said building stands or any part
thereof, be condemned for public use, then in that event, upon the taking of the
same for such public use, this Lease shall become null and void, and the term
cease and come to an end upon the date when the same shall be taken and the rent
shall be apportioned as of the said date, and any security due and owing to the
tenant shall be returned to the Tenant. In the event that there be a partial
condemnation of such premises whereby the interior dimensions of the theatre
auditorium are not substantially diminished, then the LANDLORD shall make such
repairs to said premises as may then be necessary, and the Lease shall continue
effective in all respects, except that there shall be an apportionment of rent
decreasing the amount thereof equal to the ratio between TENANT's gross receipts
from the operation of its theatre business in the One (1) year period following
commencement of operation after completion of repairs made necessary by said
condemnation, and the period of One (1) year immediately preceding the
termination of its business by reason of said condemnation. TENANT shall
continue to pay the rent originally provided herein until such ratio is
established and thereafter shall pay such rent established by the application of
such ratio, and the LANDLORD shall thereupon refund to the TENANT the amount of
excess, if any, between the rent theretofore paid by TENANT and the rent
established by such ratio, and TENANT shall pay to LANDLORD any additional rent
found due. The TENANT shall in no event make any claim in any condemnation
proceeding and shall have no right to any part of any condemnation award, except
that TENANT may make a claim for personal property and trade fixtures which are
the property of the TENANT.
21. 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 said such 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.
22. 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
installments, 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, plus Six (6%) percent of this amount, 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, and the TENANT waives and will waive all rights to trial by jury in
any summary proceedings hereafter instituted by the LANDLORD against the TENANT
in respect to the demised premises or in any action brought to recover rent or
damages hereunder.
23. This Lease and the obligation of TENANT to pay rent hereunder
and perform all of the other covenants and agreements hereunder on part of
TENANT to be performed shall in no way be affected, impaired, or excused because
LANDLORD is unable to supply or is delayed in supplying any service expressly or
impliedly to be supplied or is unable to make, or is delayed in making any
repairs, additions, alterations or decorations, or is unable to supply or is
delayed in supplying any equipment or fixtures if LANDLORD is prevented or
delayed from so doing by reason of governmental preemption in connection with
any National Emergency declared by the President of the United States or in
connection with any Rule, Order, or Regulation of any department or sub-division
thereof of any governmental agency or by reason of the condition of supply and
demand which have been, or are affected by the war, or by reason of any labor
dispute or inability to obtain the materials from its normal sources of supply
or for any other reason beyond LANDLORD's control.
24. No diminution or abatement of rent, or other compensation,
shall be claimed or allowed for inconvenience or discomfort arising from the
making of repairs or improvements. In respect to the various "services," if any,
herein expressly or impliedly agreed to be furnished by the LANDLORD to the
TENANT, it is agreed that there shall be no diminution or abatement of the rent,
of any other compensation, for interruption or curtailment of such "service". No
such interruption or curtailment of any such "service" shall be deemed a
constructive eviction. The LANDLORD shall not be required to furnish, and the
TENANT shall not be entitled to receive, any of such "services" during any
period wherein the TENANT shall be in default in respect to the payment of rent.
Neither shall there be any abatement or diminution of rent because of making
repairs, improvements or decorations to the demised premises after the date
above fixed for the commencement of the term, it being understood that rent
shall, in any event, commence to run at such date so above fixed. The provisions
of this paragraph are predicated on Landlord diligently making the repairs or
improvements and resumption of "Services" referred to therein.
25. The TENANT agrees to keep and maintain the sidewalks
abutting the premises free from any accumulation of ice or snow.
26. Upon the commencement of the term, and provided that the
LANDLORD
has delivered same free from any substantial variations and defects, the TENANT
shall bear the entire cost and expense thereafter, during the term of the Lease,
of each of the following as shall be required in the demised premises: Heat, hot
water, water, Janitor service, gas, electricity, and maintenance and repair of
cesspools, Sewer Utility Service, plumbing, heating and air-cooling systems, and
all electrical wiring and fixtures. The LANDLORD agrees and covenants that he
will do all that may be necessary to enforce contractors' liabilities for work,
labor and services supplied by contractors in the course of construction, of so
much of the demised premises as was LANDLORD's duty hereunder to construct,
including, but not limited to all covenants, warranties and guarantees with
respect thereto. The LANDLORD further agrees to guarantee all workmanship for a
period of one year after the commencement of the term of this Lease.
27. The TENANT shall procure and maintain throughout the term of
this Agreement, for the benefit of both LANDLORD and TENANT as their interests
shall appear, plate glass insurance covering the premises herein demised; said
policy shall name both LANDLORD and TENANT as insured thereby and the original
policy shall be deposited with the LANDLORD within Thirty (30) days of the
commencement of the term of this Agreement. Upon failure of the TENANT to so
deposit said policy, the LANDLORD shall have the privilege to procure said
insurance on its own application therefor, and the amount of the premium, if
paid by the LANDLORD, shall be due and payable with the rent installment next
due and shall be considered as additional rent reserved hereunder, collectible
with the same remedies as if originally reserved as rent hereunder, plus Six
(6%) percent of the amount so paid.
28. If any mechanic's lien or liens shall be filed against the
premises for work done or materials furnished to the TENANT, the latter shall,
within Thirty (30) days thereafter, at his own cost and expense, cause such lien
or liens to be discharged by filing the bond, or bonds,
required for that purpose by Law.
29. The TENANT shall, at his own cost and expense, procure and
maintain during the entire term of this Agreement, public liability insurance
from a reputable company, which policy shall be in the sum of Five Hundred
Thousand ($500,000.00) Dollars to One Million ($1,000,000.00) Dollars.
The TENANT shall deposit with the LANDLORD the original of all
such policies prior to taking possession of the demised premises and shall
further deposit with the LANDLORD the original of any renewal policies at least
Twenty (20) days prior to the expiration date of the policy in effect. In the
event such policies are not delivered to the LANDLORD, the LANDLORD may secure
such insurance and the TENANT agrees to pay for same, plus Six (6%) percent of
any amount paid by the LANDLORD for the said insurance.
30. There are no representatives, warranties, terms or
obligations other than those expressed in this Agreement. No variation of this
Lease shall be valid unless in writing and signed by the party to be charged.
Any holding over by the TENANT after the term of this Lease shall be unlawful
and in no matter constitute a renewal or extension of the Lease Agreement.
31. The LANDLORD shall not be liable for damage or injury to
person or property unless written notice of any defect, alleged to have caused
such damage or injury, shall have been given to the LANDLORD a sufficient time
before such occurrence to have reasonably enabled the LANDLORD to correct such
defect. Nothing herein contained shall impose any additional obligation on the
LANDLORD to make repairs, other than those repairs which the LANDLORD has
specifically agreed to make under the terms of this Lease.
32. Any notice by either party to the other shall be deemed duly
given only if in writing and delivered either personally, or by Registered Mail,
addressed (a) if to the TENANT,
c/o Bram Studio at 000 Xxxxx Xxxxxx, Xxx Xxxx Xxxx, and (b) if to the LANDLORD,
at 000 Xxxxx Xxxxxx, Xxxxxxxxx Xxxx, Xxx Xxxxxx, or any subsequent address which
either of the parties hereto may designate for such purpose in writing. If
either party admit receipt of such notice, evidence thereof shall not be
necessary.
33. It is mutually covenanted that if the LANDLORD shall pay, or
be compelled to pay any sum of money, or shall perform any act, or be compelled
to perform any act, which act shall require the payment of any sum of money, by
reason of the failure of the TENANT to perform any one or more of the covenants
herein contained, the sum or sums so paid by the LANDLORD, together with all
interest, costs and damages, shall after Ten (10) days' written notice and
demand, be added to the rent installment next due and shall be collectible in
the same manner and with the same remedies as if originally reserved as rent
hereunder.
34. The LANDLORD covenants to commence construction within Two
(2) months after issuance of Building Permit and LANDLORD shall proceed with due
diligence to obtain said Building Permit, and complete construction within One
(1) year thereafter a theatre building for the use and occupancy of the TENANT,
such building to be erected in accordance with the approved plans and
specifications of Xxxxxxx Xxx Xxxx, as consultant, with a New Jersey Architect
of LANDLORD's selection, which are to be identified and approved by the
initialling thereof by the parties to this Agreement and annexed hereto.
35. Said premises shall be used and occupied only for the
following purposes:
(A) The motion picture theatre auditorium shall be used only for
the display of motion pictures, closed-circuit television
features and live stage presentations, meetings, lectures and
similar uses; the same to be shown or exhibited to the general
public upon paid admission and in conformity with all laws, rules
and regulations and amendments thereto, applicable to the conduct
of such business, and to the premises herein demised, and TENANT
shall have the right to sell and dispense such merchandise and
services that are compatible with its business.
36. As and for further consideration herein, the TENANT covenants
and agrees to provide, solely at his own cost and expense, and to install in the
demised premises, solely at his own cost and expense, all of the equipment
necessarily requisite to or incidental to the use and operation of the demised
premises as a motion picture theatre; the items which shall be so installed by
the TENANT are more particularly defined as follows, but not limited thereto.
(A) Not less than 550 theatre seats, to be spaced no less than 34
inches back to back.
(B) Two projection machines complete with lamps, rectifiers or
generators, including dual sound equipment.
(C) Carpeting or other material of equal value throughout the
lounge and aisle of the theatre.
(D) Poster frames for the display of attractions in the lobby and
immediately outside the theatre lobby.
(E) Rubber mats in the lobby to be placed in floor recessors
provided by the LANDLORD.
(F) An attraction sign to be erected by the TENANT.
(G) A motion picture screen of the latest type, capable of
accommodating cinemascope, or any other modern projection system,
generally accepted for similar theatres.
(H) All fixtures and appointments necessary to be in the theatre
lounge.
(I) A ticket machine, ticket box and relative accessories. The
ticket machine shall be of such a nature that it will have an
automatic counting device attached thereto which cannot be reset.
(J) Complete decoration and painting, to the extent that TENANT
may require or deem necessary such painting, except that all
painting in visual auditorium shall be done by LANDLORD at
LANDLORD's expense in colors selected by TENANT.
(K) All necessary lighting fixtures.
(L) All other accessories properly requisite for the proper
operation of a motion picture theatre consistent with the most
modern prevailing practices.
All items aforesaid shall be new equipment, except projection
booth equipment and chairs which may be fully reconditioned modern equipment, of
the modern type and design and shall be installed in a good and workmanlike
manner without damage to the equipment or to the freehold; and upon annexation
to the freehold, the same shall be deemed part of the realty and be irrevocably
the property of the LANDLORD. All such items installed in the demised premises,
but not annexed to the realty shall become the property of the LANDLORD
irrevocably. The TENANT expressly covenants that he will install in the demised
premises all the aforesaid equipment and decorations which shall aggregate in
value not less than Forty Thousand (40,000.00) Dollars at the time of its
installation, and the TENANT further covenants that the entire cost of all
equipment shall have been fully paid.
37. The TENANT covenants, at his own cost and expense during the
entire term of this Lease, to keep and maintain fire insurance on all the
contents, machinery, equipment and furnishings installed in the motion picture
theatre auditorium, lounge lobby and projection room, with companies duly
authorized by the State of New Jersey to do business therein to Eighty (80%)
percent of the full insurable value of said contents, machinery, equipment and
furnishings. All of such insurance shall provide that the loss, if any, shall be
paid to the LANDLORD and all of said policies shall be delivered to the LANDLORD
not later than Fifteen (15) days after the commencement of the term herein
demised. All payment on account of losses made to the LANDLORD, the LANDLORD
covenants to hold such funds in Trust and to apply them solely to the cost of
repairing and/or replacing any items so damaged by fire, and to pay such
surplus, if any, to the TENANT; and if any deficit shall occur by virtue of the
recovery pursuant to said insurance be insufficient to meet the cost of such
replacement and/or repair, TENANT covenants immediately to pay such deficit
necessary to effect full rehabilitation or replacement of the
contents of the building. The TENANT shall have the exclusive right to adjust
such loss and LANDLORD covenants to execute any and all documents that may be
required to accomplish that purpose. In case of default by the TENANT in having
such policy of insurance issued, the LANDLORD may cause said policies to be
issued at TENANT's expense. On default by the TENANT in the payment of any
premium on any such policy when the payment thereof shallbe due, LANDLORD may
thereupon pay such premium, and the TENANT covenants to reimburse the LANDLORD
for the entire amount so paid, plus Six (6%) percent upon demand. Any sum of
money paid by the LANDLORD in effecting such insurance, or in remedying default
of the TENANT in paying a premium thereon when due, shallbe collectible by the
LANDLORD with the same remedies as if reserved specifically as rent hereunder.
Any such amount to be due and payable to the LANDLORD on rent-day next ensuing
the date upon which the LANDLORD shall make such payment.
38. The TENANT covenants that it shall, solely at its own cost
and expense, maintain throughout the entire term herein demised, all equipment,
machinery, furnishings, and contents necessarily installed in the demised
premises, in good working order and repair, and the TENANT further covenants
that any of such equipment shall be replaced by the TENANT from time to time
during the term hereof, solely at his own cost and expense, so that the
equipment employed in the said theatre shall, at all times be maintained with
the then existing standards for the conduct of a similar business or enterprise.
And the TENANT further covenants to provide the said premises with such
equipment as may, from time to time, during the term herein demised, become the
accepted standard for the operation of a similar business or enterprise. Such
old equipment as TENANT may replace with new equipment, pursuant to the terms
hereof, shall become the property of the TENANT immediately upon installation of
such replacement
equipment. Upon the annexation or replacement of any equipment in the demised
premises, same shall immediately be deemed, solely and exclusively, the property
of the LANDLORD, free and clear of all liens and encumbrances, and the TENANT
covenants that such will be the case. In no event shall the LANDLORD have any
obligation whatsoever with respect to the maintenance, repair or replacement of
any of the furnishings, equipment, machinery or other contents in the demised
premises.
39. The TENANT expressly agrees and covenants that the demised
premises shall be fully equipped as a motion picture theatre and shall commence
normal operations of business not later than sixty (60) days after the
commencement of the term of this Lease Agreement; and TENANT further covenants
that the said theatre premises shall be operated and maintained open for
business in a normally accepted manner during each day of not less than 335 days
of each year during the term herein demised, unless prevented by factors beyond
its control; and that each such day there shall be given at least one evening
performance. TENANT covenants that the theatre business shall be conducted in a
manner consistent with the best standards prevalent throughout the term of the
Lease herein demised, and that the TENANT shall employ adequate and sufficient
help requisite to the maintenance of the premises and the conduct of the
business, and that admittance to the theatre shall, at all times, be open to the
general public upon payment of fees which shall, at all times, be consistent
with standards governing and prevailing in the industry. TENANT further
covenants that it shall accept no consideration whatsoever in lieu of payment of
a full standard admission price from any patrons patronizing the said theatre,
except that TENANT shall be entitled to issue and honor a reasonable number of
free admission passes. The TENANT shall have free access to the demised premises
during construction and prior to the date of possession as herein defined for
the purpose of inspection
and installation of equipment.
40. It is understood and agreed between the parties hereto that
no broker or agent negotiated, was instrumental, or was in any way responsible
for the leasing of the within described premises. XXXXXX agrees to hold the
LANDLORD harmless and to indemnify the LANDLORD for any claims for renting of
the demised premises from any broker.
41. TENANT agrees that this Lease is subject and subordinate to
any encumbrances presently existing or to be placed upon the demised premises
for the purpose of financing the construction of same. The TENANT AGREES that
the LANDLORD is hereby made the TENANT's agent to sign any SUBORDINATION
Agreement to effectuate this clause, if required by the Mortgagee.
Notwithstanding anything herein to the contrary, the subordination of this Lease
to any such existing or new mortgage is conditional upon the existing or new
mortgagee, simultaneously with the making of this Lease or of such new mortgage,
entering into an agreement in recordable form by its terms binding upon the
Mortgagee, its successors and assigns whereby the Mortgagee agrees that in the
event it should become necessary to foreclose said Mortgage, it will cause the
sale of said premises to be made subject to this Lease, provided that the Tenant
is not in default under any of the terms, conditions, or covenants of this Lease
at the time of such foreclosure.
42. LANDLORD covenants that it shall maintain adequate insurance
coverage for fire loss, including full comprehensive and extended coverage, on
the demised premises.
43. The TENANT covenants and agrees that all labor and services
to be performed on the premises herein demised in connection with the
installation of TENANT's apparatus, fixtures and furnishings, shall all be done
by Union help only.
44. All duties and obligations herein of TENANT and LANDLORD and
each
of them, shall be considered a covenant. All duties and obligations of the
parties hereto, which must be performed or undertaken within specific time
limits, performance of which have been delayed, shall have the time limits
extended for the duration of the delay caused by strikes, adjustment of
insurance and other causes which are beyond the control of the party charged
with the obligation. Whenever either of the parties hereto are required, by the
terms hereof, to perform or commence performance of any obligation or duty
thereunder, and no specific time limit is set forth with respect to the
performance of such time limit, a period of Sixty (60) days shall be the time
within such duty and obligation is to be performed.
45. And the said LANDLORD does covenant that the said TENANT, on
paying the said yearly rent, and performing the covenants aforesaid, shall and
may peacefully and quietly have, hold and enjoy the said demised premises for
the term aforesaid.
46. And it is mutually understood and agreed that the covenants
and agreements contained in the within Lease shall be binding upon the parties
hereto and upon their respective heirs, executors and administrators.
47. The TENANT shall be responsible for any tax increase over and
above the tax for the base tax year. The base tax year shall be considered that
year in which the property is first fully assessed and in which the building is
substantially completed. Any tax over and above such first full year's
assessment shall be paid by the TENANT pro rata as the area of his premises
bears to the over-all premises. The area of the parking lot shall not be
considered; the proportion being square footage of the theatre as against the
square footage of the entire building in the said shopping center.
48. Notwithstanding anything to the contrary contained herein,
the TENANT shall, within Thirty (30) days of the date hereof, assign this Lease
to a new corporation, which
shall be formed for that purpose wherein XXXXX XXXXXXX, XXXXXX XXXXXXX and
XXXXXX XXXXXXXXX shall be the majority shareholders, and the TENANT need not
secure the LANDLORD's consent to such assignment. The new corporation shall
execute an assumption agreement of all of the terms and conditions on the part
of the TENANT to be performed and shall deliver same to the LANDLORD, at 000
Xxxxx Xxxxxx, Xxxxxxxxx Xxxx, Xxx Xxxxxx, and TENANT shall from and after the
date of such assignment be released from any and all obligations under the terms
of this Lease.
49. TENANT has, this day, deposited with the LANDLORD the sum of
Twenty Thousand ($20,000.00) Dollars as security for the full and faithful
performance by the TENANT of all of the terms and conditions on the part of
TENANT to be performed. The LANDLORD shall pay the TENANT the sum of Two (2%)
percent per annum on the aforesaid security deposit of Twenty Thousand
($20,000.00) Dollars, payable annually during the first Seven (7) years of the
term of this Lease. After the end of the Seventh (7th) year, no interest shall
be paid by the LANDLORD to the TENANT. Commencing with the end of the Eighth
(8th) year of the term of this Lease, the sum of One Thousand Four Hundred
Twenty-eight Dollars and Fifty-seven Cents ($1,428.57) shall be returned to the
TENANT annually until the time fixed as the expiration of the term of the Lease,
herein provided, provided the TENANT has fully and faithfully carried out all of
the terms, covenants and conditions on his part to be performed. In the event
LANDLORD fails to return to the TENANT the amount of security annually due it
within Thirty (30) days after the same is due, the TENANT may reduce the next
installment or installments of rent by the amount due. It is the intention of
the parties hereto that upon the termination of Twenty-one (21) years from the
commencement of the TENANT's possession of the premises, the full sum of Twenty
Thousand ($20,000.00) Dollars shall have been returned to
the TENANT.
50. The LANDLORD agrees that they or their families or any
stockholders, officers or directors will not directly or indirectly,
individually, as partners or as officers, directors stockholders or employees of
any corporation, construct, maintain, conduct or operate a theatre within the
radius of 7 miles of the demised premises within the State of New Jersey.
51. Patrons of TENANT shall have the right to common use of all
parking areas in the Shopping Center, of which the demised premises are a part
and it shall be the sole obligation of the LANDLORD to maintain such parking
areas, including but not limited to snow removal and LANDLORD shall provide
adequate lighting.
52. TENANT shall have and is hereby given the option to renew
this Lease for an additional period of Ten (10) years, provided that written
notice to that effect is given to the LANDLORD by registered or certified mail
Six (6) months prior to the expiration of the Lease and provided further, that
all of the covenants and conditions of the within Lease shall govern such
renewal period, except that the base rent for this period shall be Twenty-five
Thousand ($25,000.00) Dollars.
53. It is understood and agreed by and between the LANDLORD and
TENANT that this Lease is predicated on LANDLORD obtaining a Building Permit and
the consent of the first Mortgagee of the premises to the erection of the
Theatre building. In the event LANDLORD fails to obtain said Permit, this
Agreement shall be considered null and void and the security paid thereunder
shall be returned to TENANT forthwith and upon return of same, neither party
shall have any further rights against the other.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals, or caused these presents to be signed by their corporate
officers and caused their proper
corporate seals to be hereto affixed this 18th day of January, 1965.
WITNESS:
_____________________________________(L.S.)
XXXXXX XXXXXX, d/b/a
XXXXXX XXX REALTY CO.
_______________________________
(AS TO XXXXXX XXXXXX)
_____________________________________(L.S.)
XXXXXX XXXXXX, d/b/a
XXXXXX XXX REALTY CO.
_______________________________
(AS TO XXXXXX XXXXXX
_____________________________________(L.S.)
XXX XXXXXX, d/b/a
XXXXXX XXX REALTY CO.
_______________________________
(AS TO XXX XXXXXX)
_____________________________________(L.S.)
XXXXXX XXXXXXX
_______________________________
(AS TO XXXXXXX)
_____________________________________(L.S.)
XXXXX XXXXXXX
_______________________________
(AS TO XXXXXXX)
_____________________________________(L.S.)
XXXXXX XXXXXXXXX
_______________________________
(AS TO MARGULIES)
RIDER TO LEASE DATED JANUARY 18th, 1965, BETWEEN
XXXXXX XXXXXX, XXXXXX XXXXXX and XXX XXXXXX,
doing business as XXXXXX XXX REALTY CO., as
LANDLORD, and XXXXXX XXXXXXX, XXXXX XXXXXXX
and XXXXXX XXXXXXXXX, as TENANTS
-------------------------------------------------
A. As an addition to the terms included in the body of the Lease
xxxxxxxxxxx referred to, it is understood and agreed between the parties hereto
that in the event the number of chairs in the visual auditorium, which is the
subject of this Lease, shall exceed Six Hundred (600), the TENANT shall pay to
the LANDLORD an additional rent at the rate of Forty ($40.00) Dollars per year
for each such chair in excess of Six Hundred (600). Any such additional rent
shall be due and payable on the last day of any year of the within term or
extension thereof, when such additional rental shall be payable. In the event
that such chairs are added to the auditorium, then the augmented rent payable
under Paragraph 2 of this Lease shall be paid pursuant to base gross receipts of
One Hundred Fifty Thousand ($150,000.00) Dollars, plus Seven Thousand
($7,000.00) Dollars for each additional rent of One Thousand ($1,000.00) Dollars
per year payable under the terms of this Paragraph.
___________________________________
XXXXXX XXXXXX
___________________________________
XXXXXX XXXXXXX
___________________________________
XXXXXX XXXXXX
___________________________________ ___________________________________
XXXXX XXXXXXX XXX XXXXXX
___________________________________
XXXXXX XXXXXXXXX
WITNESS: __________________________
(except as to Margulies)
EXTENSION AND MODIFICATION OF LEASE
WHEREAS, XXXXXX XXXXXX, residing at Xxxxxxx Point, South Nyack,
New York, XXXXXX XXXXXX, now deceased, and XXX XXXXXX, residing at 000 Xxxxxxxxx
Xxxxxx, Xxxxxxxxx Xxxxxx, Xxx Xxxxxx, doing business as XXXXXX XXX REALTY CO., a
Partnership have heretofore and on or about January 18th, 1965 entered into a
lease as Landlord with XXXXXX XXXXXXX, XXXXX XXXXXXX and XXXXXX XXXXXXXXX as
Tenants for a certain theatre erected in the Pascack Shopping Center, Emerson,
New Jersey; and
WHEREAS, the Tenants with the Landlord's consent have heretofore
assigned the said lease to XXXXXXX TOWN THEATRE, INC., the present Tenant; and
WHEREAS, the Landlord and Tenant are desirous of extending and
modifying the said lease upon the terms and conditions more particularly
thereafter set forth.
NOW, THEREFORE, in consideration of the foregoing, it is mutually
agreed as follows:
1. The term of the said lease be and the same is hereby
extended to and including the 31st day of December, 1996.
2. The rental during said term, commencing July 1st, 1982 and
terminating December 31st, 1996, shall be Twenty-Five Thousand ($25,000.00)
Dollars per year payable in equal monthly installments of Two Thousand
Eighty-Three Dollars and Thirty-Three Cents ($2,083.33).
3. The Tenant shall have the option of further extending the
lease under the same terms and conditions of this modification and Extension
Agreement for a further period of ten (10) years except that the first five (5)
years of said option period be at a rental of Thirty Thousand ($30,000.00)
Dollars per annum, and the second five (5) years of said option to be at a
rental of Thirty-Five Thousand ($35,000.00) Dollars per annum. Said option must
be exercised by the Tenant by notice in writing by Certified Mail to the
Landlord at least six (6) months prior to December 31, 1996.
4. That except for the provisions in said lease for additional
rent by reason of tax increases, sewer charges and all utility charges, there
shall be no other increase in the said rental of Twenty-Five Thousand
($25,000.00) Dollars per annum as herein provided, for any other reason set
forth in said lease of January 18th, 1965.
5. Nothing herein contained, however, shall prevent the Tenant
from "Twinning" (adding one or more additional theatres to the demised premises)
during the term of this lease. If such "Twinning" is carried out by the Landlord
on behalf of the Tenant, then and in that event the parties hereto mutually
agree to fix a new rental prior to the commencement of said "Twinning"
construction. All terms and conditions of this extension and modification of
lease shall remain in full force and effect.
If such "Twinning" is carried out by the Tenant, then this
extension agreement shall immediately cease and determine and all terms of the
original lease between the parties dated January 18, 1965 shall be revived and
reinstated and be of full force and effect. If such revival and reinstatement
shall take place after the time in which the Tenant should have exercised its
option under said former lease, then and in that event it shall be presumed that
the Tenant did timely exercise such option under said lease.
6. Except as above set forth, all of the other terms of the said
lease of January 18th, 1965, not inconsistent herewith shall remain in full
force and effect during the remaining term of said lease as herein extended and
modified.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals this 12th day of July, 1982.
WITNESS: XXXXXX XXX REALTY CO., Landlord
_____________________________ By:___________________________________
XXXXXX XXXXXX, Surviving Partner
_____________________________ By:___________________________________
XXX XXXXXX, Surviving Partner
XXXXXXX TOWN THEATRE, INC., Tenant
_____________________________ By:___________________________________
STATE OF NEW JERSEY )
: SS.:
COUNTY OF BERGEN )
BE IT REMEMBERED, that on this 12th day of July in the year of
our Lord One Thousand Nine Hundred and Eighty-Two, before me the subscriber, a
Notary Public of the State of New Jersey, personally appeared, XXXXXX XXXXXX and
XXX XXXXXX, doing business as XXXXXX XXX REALTY CO., the parties mentioned in
the within Instrument, and thereupon they acknowledged that they signed, sealed
and delivered the same as their act and deed for the uses and purposes therein
expressed.
------------------------------------
STATE OF NEW YORK )
): SS.:
COUNTY OF NEW YORK )
On the 12th day of July 1982, before me personally came XXXXX X.
XXXXXXX, to me known, who, being by me duly sworn, did depose and say that he
resides at No. 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, XX; that he is the
President of XXXXXXX TOWN THEATRE, INC., the corporation described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the board of directors of said corporation, and that he
signed his name thereto by like order.
___________________________________
ADDENDUM TO LEASE
AGREEMENT entered into this first day of June, 1986, between
XXXXXX XXX REALTY CO., as landlord, and EMERSON TOWN THEATRE, INC., as tenant,
for the theater premises located in the Pascack Valley Shopping Center, Emerson,
New Jersey as an addendum to a lease dated July 12, 1982 between the two
aforementioned parties:
Therefore, for the consideration of the sum of $1.00, it is
agreed upon between XXXXXX XXX REALTY CO., as landlord and XXXXXXX TOWN THEATRE,
INC., as tenant, that as of this date, June 1, 1986, the base rent for the
premises located in the Pascack Valley Shopping Center in Emerson, New Jersey,
is increased for the full term of the lease at a rate of $833.33 per month.
IN WITNESS WHEREOF, the parties hereto have respectively executed
this agreement on the day and year first above written.
WITNESS: XXXXXX XXX REALTY CO., Landlord
_____________________________ By: ___________________________________
XXXXXX X. XXXXX XXXXXX XXXXXX, Surviving Partner
_____________________________ By: ___________________________________
XXXXXX X. XXXXX XXX XXXXXX, Surviving Partner
EMERSON TOWN THEATRE, INC., Tenant
_____________________________ By: ___________________________________
XXXXX X. XXXXXXX
STATE OF NEW JERSEY )
COUNTY OF XXXXXX ) ss.:
TOWNSHIP OF ROXBURY )
On this 5 day of January, 1994, before me personally came Xxxx
Xxxxxx, to me known, who being by me duly sworn, did depose and say that he
resides at 000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, XX. 07869; that he is the President
of XXXXXXX XXXXXXX CINEMAS, INC., the corporation described in and which
executed the above instrument; that he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the board of directors of said corporation, and that he
signed his name thereto by like order.
---------------------------------
Xxxxxxx X. Xxxxxx
Notary Public
STATE OF NEW JERSEY )
COUNTY OF XXXXXX ) ss.:
TOWNSHIP OF ROXBURY )
On this 5 day of January, 1994, before me personally came Xxxx
Xxxxxx, to me known, who being by me duly sworn, did depose and say that he
resides at 000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, X.X. 07869; that he is the President
of ROXBURY CINEMA, INC., the corporation described in and which executed the
above instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the board of directors of said corporation, and that he signed his name
thereto by like order.
---------------------------------
Xxxxxxx X. Xxxxxx
Notary Public
STATE OF NEW JERSEY )
COUNTY OF XXXXXX ) ss.:
TOWNSHIP OF ROXBURY )
On this 5 day of January, 1994, before me personally came
_____________, to me known, who being by me duly sworn, did depose and say that
he resides at 000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, X.X. 07869; that he is the
President of TOWNSHIP OF WASHINGTON THEATRE, INC., the corporation described in
and which executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the board of directors of said corporation,
and that he signed his name thereto by like order.
---------------------------------
Xxxxxxx X. Xxxxxx
Notary Public
STATE OF NEW JERSEY )
COUNTY OF XXXXXX ) ss.:
TOWNSHIP OF ROXBURY )
On this 5th day of January, 1994, before me personally came Xxxx
Xxxxxx, to me known, who being by me duly sworn, did depose and say that he
resides at 000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, XX; that he is the President of
XXXXXXX CINEMA, INC., the corporation described in and which executed the above
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
board of directors of said corporation; and that he signed his name thereto by
like order.
---------------------------------
Xxxxxxx X. Xxxxxx
Notary Public
STATE OF NEW JERSEY )
COUNTY OF XXXXXX ) ss.:
TOWNSHIP OF ROXBURY )
On this 5th day of January, 1994, before me personally came Xxxx
Xxxxxx, to me known, who being by me duly sworn, did depose and say that he
resides at 000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000; that he is the President
of NEW CITY CINEMAS, INC., the corporation described in and which executed the
above instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the board of directors of said corporation; and that he signed his name
thereto by like order.
---------------------------------
Xxxxxxx X. Xxxxxx
Notary Public
ADDENDUM TO LEASE BETWEEN XXXXXX XXX REALTY CO.
AS LANDLORD, and XXXXXXX TOWN THEATRE, INC. AS TENANT
DATED NOVEMBER 18, 1988
-----------------------------------------------------
WHEREAS, a Lease was entered into on January 18, 1965 between Xxxxxx Xxx
Realty Co. as Landlord, and Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxxxx Xxxxxxxxx
as Tenants, which Xxxxx was extended and modified and is signed pursuant to an
Extension and Modification of Lease Agreement dated July 12, 1982 which was
further modified pursuant to an Addendum to Lease dated June 1, 1986
(collectively sometimes hereinafter referred to as Lease); and
WHEREAS, an assignment of the lease executed on September 15, 1965
resulted in Xxxxxxx Town Theatre, Inc. as Tenant, which assignment was consented
to by the Landlord; and
WHEREAS, Xxxxxxx Town Theatre, Inc. as Tenant desires to assign the
Lease to Xxxxxxx Cinema, Inc.; and
WHEREAS, Xxxxxxx Cinema, Inc. wishes to accept the assignment subject
to a clarification of certain terms of the Lease; and
WHEREAS, the Landlord is willing to execute a rider to the Lease
clarifying certain terms and modifying certain other provisions in order to
facilitate the assignment of the Lease to Xxxxxxx Cinema, Inc. as hereinafter
set forth.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and the sum of One ($1.00) Dollar, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Controlling Terms. The terms of this rider shall supercede and
control over any inconsistent terms of the Lease dated January 18, 1965, the
Extension and Modification Agreement dated July 12, 1982, and the Addendum to
the Lease dated June 1, 1986 and any other previously executed agreement
modifying any of the terms of these documents. All terms that are not
inconsistent shall be given full force and effect.
2. Term of Lease. The term of said Xxxxx has been extended to and
including the 31st day of December, 1996. The rental until December 31, 1996
shall be Thirty-Five Thousand and 00/100 Dollars ($35,000.00) per year payable
in equal monthly installments of Two Thousand Nine Hundred Sixteen and 66/100
Dollars ($2,916.66).
3. Automatic Renewal. This Lease shall automatically be extended for an
additional ten (10) year term unless the Tenant notifies the Landlord in writing
by certified mail at least six (6) months prior to December 31, 1996 that it
wishes to terminate the Lease effective December 31, 1996. In the event the
notice is received by the Landlord in accordance with the requirements set forth
herein, the Lease shall terminate on December 31, 1996.
In the event no notice is given by the Tenant to terminate this Lease,
the Lease shall automatically be extended for an additional (10) year term
terminating on December 31, 2006. During this ten year extension of the Lease,
the rent shall be due and payable as follows:
(a) From the period of January 1, 1997 through December 31, 2001,
rent shall be due and payable at the rate of Thirty Thousand
Dollars and 00/100 Dollars ($30,000.00) per annum, payable in
equal monthly installments of Two Thousand Five Hundred and
00/100 Dollars ($2,500.00).
(b) From the period of January 1, 2002 through December 31, 2006,
rent shall be due and payable at the rate of Thirty-Five Thousand
and 00/100 Dollars ($35,000.00) per annum, payable in equal
monthly installments of Two Thousand Nine Hundred Sixteen and
66/100 Dollars ($2,916.66).
4. Additional Rent. All references in the Lease Agreement dated January
18, 1965 relating to additional rent based on a percentage of gross profits
including, but not limited to paragraph 2 of the January 18, 1965 Lease
Agreement are hereby specifically deleted. Tenant shall not be required under
any circumstances to pay any additional rent based on a percentage of gross
receipts or income of the Tenant. The only additional amounts that Tenant shall
be required to pay over and above the base rent shall be the following
increases:
(a) Real estate tax increases;
(b) Increase in sewer charges;
(c) Increase in utility charges.
5. Multiple Theaters. Nothing contained in the original Lease or any
modification of the original Lease shall prevent the Tenant from adding one or
more additional theaters to the demised premises during the term of this Lease.
If a plan to add additional theaters is carried out by the Tenant, there shall
be no additional rent due and no additional charges of any kind assessed against
the Tenant as a result of this addition of more theaters in the subject
premises. Xxxxxxxx further agrees to cooperate and execute any and all documents
that may reasonably be necessary in order to carry out the addition of these new
theaters including, but not limited to the execution of a Planning Board and
Board of Adjustment applications authorizing Tenant to make application for such
additional theaters. All equipment and fixtures installed by the Tenant shall
become the property of the Landlord at the termination of the Lease and will not
be removed from premises.
6. Sublease. Tenant shall be permitted to sublease a portion of the
premises to an independent company providing concession services without the
consent of the Landlord. In the event that Tenant subleases a portion of the
premises to an independent company providing concession services,
notwithstanding any provision in the lease or any addendums to the lease to the
contrary, such subtenant shall have the right to remove only equipment and/or
fixtures the concession company installed or placed within the premises on
either the termination of Tenant's lease with Landlord or otherwise upon the
subtenant's vacation of premises. The concession
company shall provide to the Landlord an inventory of all equipment and fixtures
it is installing or placing within the leased premises.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals this ____ day of ________________, 1988.
WITNESS: XXXXXX XXX REALTY CO., Landlord
-------------------------------- -----------------------------------
ATTEST: XXXXXXX TOWN THEATRE, INC., Tenant
-------------------------------- -----------------------------------
Secretary President
ATTEST: EMERSON CINEMA, INC., Tenant
-------------------------------- -----------------------------------
Secretary President
ASSIGNMENT OF LEASE
FOR VALUE RECEIVED, EMERSON TOWN THEATRE, INC., a New Jersey
corporation, with its principal office located c/o XXXXX X. XXXXXXX, 000
Xxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxx Xxxxxx, acting herein by XXXXX X.
XXXXXXX, its President, hereunto duly authorized, does hereby assign, set over,
transfer and convey to EMERSON CINEMA, INC., a New Jersey corporation, with its
principal office located at Sunset Strip, Succasunna, New Jersey 07876, all of
its right, title and interest in and to the annexed Lease, dated January 18,
1965, between XXXXXX XXXXXX, XXXXXX XXXXXX and XXX XXXXXX (Landlords) and XXXXXX
XXXXXXX, XXXXX X. XXXXXXX and XXXXXX XXXXXXXXX (Tenants), together with all
assignments, modifications and extensions of said Lease of premises known as the
EMERSON TOWN TWIN THEATRE, a motion picture theatre, located in Pascack Shopping
Center, at Emerson, New Jersey, as more particularly described in said Lease.
NOTWITHSTANDING the within Assignment, EMERSON TOWN THEATRE, INC.
agrees to continue liable to the Landlord for the rent reserved in said Lease,
and the terms, conditions and provisions thereunder.
The undersigned assignee, XXXXXXX CINEMA, INC., does hereby
assume the aforementioned Lease and covenants with XXXXXXX TOWN THEATRE, INC.
and XXXXXX XXX REALTY CO. that it will fully and faithfully perform all of the
terms, conditions and provisions of said Xxxxx.
Dated: November 18, 1988 EMERSON TOWN THEATRE, INC.
ATTEST:
By: ___________________________
President
_________________________________
EMERSON CINEMA, INC.
_________________________________ By: _________________________
Secretary President
STATE OF NEW JERSEY )
) SS.:
COUNTY OF XXXXXX )
BE IT REMEMBERED, that on this ___ day of January in the year of
our Lord One Thousand Nine Hundred and Eighty-Nine, before me the subscriber, an
Attorney at Law of the State of New Jersey, personally appeared, XXXXX X.
XXXXXXX, who being by me duly sworn on his oath, does depose and make proof to
my satisfaction that he is the President of XXXXXXX TOWN THEATRE, INC., the
party mentioned in the within instrument; that the execution, as well as the
making of this instrument has been duly authorized by a proper resolution of the
Board of Directors of said Corporation; that deponent well knows the corporate
seal of said Corporation and the seal affixed to said instrument is such
corporate seal and was thereto affixed, and said instrument signed and delivered
by said President, as and for his voluntary act and deed and as and for the
voluntary act and deed of said Corporation, in presence of deponent, who
thereupon subscribed his name thereto as witness.
Sworn to and Subscribed _________________________________
before me at Succasunna, NJ XXXXX X. XXXXXXX
the day and year aforesaid.
_____________________________
STATE OF NEW JERSEY )
) SS.:
COUNTY OF XXXXXX )
BE IT REMEMBERED, that on this ___ day of January in the year of
our Lord One Thousand Nine Hundred and Eighty-Nine, before me the subscriber, an
Attorney at Law of the State of New Jersey, personally appeared,
_______________, who being by me duly sworn on his oath, does depose and make
proof to my satisfaction that he is the _______________of XXXXXXX CINEMA, INC.,
the party mentioned in the within instrument; that the execution, as well as the
making of this instrument haw been duly authorized by a proper resolution of the
Board of Directors of said Corporation; that deponent well knows the corporate
seal of said Corporation and the seal affixed to said instrument is such
corporate seal and was thereto affixed, and said instrument signed and delivered
by said President, as and for his voluntary act and deed and as and for the
voluntary act and deed of said Corporation, in presence of deponent, who
thereupon subscribed his name thereto as witness.
Sworn to and Subscribed _________________________________
before me at Succasunna, NJ XXXX XXXXXX
the day and year aforesaid.
_______________________________
