LEASE AGREEMENT
THIS LEASE AGREEMENT, made on June 24, 2005, by and between HEMAGEN
PROPERTIES, LLC, a Maryland limited liability company (hereinafter called
"Landlord"), and HEMAGEN DIAGNOSTICS, INC., a Delaware corporation (hereinafter
called "Tenant").
WITNESSETH, that in consideration of the rents and covenants herein set
forth, Landlord hereby leases to the Tenant and Tenant hereby rents from
Landlord the premises and improvements in its "AS IS CONDITION" (hereinafter
referred to as the "Leased Premises"), known as 000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx Xxxx, Xxxxxxxx, the legal description thereof is attached hereto as
Exhibit A.
This Lease shall be for the term (the "Lease Term"), upon the rentals, and
subject to the terms and conditions set forth in this Lease.
1. Purpose: The Leased Premises shall be used by Tenant solely for the
purpose of conducting on the Leased Premises a manufacturing and office
facility.
2. Lease Term and Renewals:
a. The Lease Term shall commence on June 24, 2005 and shall continue
for a term of five (5) years and seven (7) days thereafter. The Lease Year
shall commence on July 1 and end on June 30 of the following calendar year.
b. Provided Tenant is in possession of the Leased Premises and not in
default under any of the terms, covenants or conditions hereunder at the
time of notice and at the commencement of the renewal term, Tenant shall
have the option to renew the term of this Lease for four (4) additional
periods of five (5) years each upon the same terms, covenants and
conditions herein set forth. For Tenant to exercise each option contained
herein, Tenant shall give Landlord 180 days written notice prior to the end
of the Term or the first renewal term, as the case may be, of Tenant's
intention to renew the term. All references in this Lease to the "Term"
shall be construed to mean the initial Term and the renewal period(s)
unless the context clearly indicates that another meaning is intended. The
last year of the initial Term shall be considered the immediately preceding
lease year for the first year of the renewal term.
3. Rental: Tenant covenants and agrees to pay to Landlord, as base rental
for the Leased Premises, without set-off, payable in twelve (12) monthly
installments in advance without offset on the first day of each full calendar
month during the term during each Lease Year of the Lease Term, the annual
rental of ____________ Dollars ($_______)(1).
Notwithstanding anything to the contrary set forth in this Lease, the
annual base rental shall not exceed the annual principal and interest payments
due by the Landlord for the following loans:
Lenders Loan Amount
(the "Lenders")
Bay National Bank $1,935,000
Mid-Atlantic Business
Finance Company and/or
U.S. Small Business
Administration $ 886,000
All rentals payable by Tenant to Landlord under this Lease Agreement shall
be paid to Landlord at the office of Landlord herein designated by him for
notices. Tenant will promptly pay all rentals herein prescribed when and as the
same shall become due and payable. If Landlord shall pay any monies or incur any
expense (including attorneys fees) in correction of violation of covenants
herein set forth, including the covenant to pay rent, the amounts so paid or
incurred shall, at Landlord's option, and on notice to Tenant, be considered
additional rental, payable by Tenant with the first installment of rental
thereafter becoming due and payable, and may be collected or enforced as by law
provided in respect to rentals.
b. (1) Receipt and acceptance by Landlord of any rentals and charges
with knowledge of the breach of any covenant or condition of this Lease by
Tenant shall not be deemed a waiver of such breach.
(2) Tenant hereby agrees that Landlord shall be entitled to charge a
late payment fee any time that rent is not paid when due (which fee shall
be used to defray a portion of Landlord's costs) equal to five percent (5%)
of the amount due and payable.
4. Utilities: Tenant is responsible for and shall pay promptly when due all
utilities that are to be supplied to the entire Leased Premises, including but
not limited to water, heat, air conditioning, electricity, gas, telephone, sewer
service charge and any other utility or service, together with all taxes levied
or other charges on such utilities, and any and all special taxes which may be
levied by Baltimore City, the State of Maryland or the United States of America
for minor privileges for anything placed or maintained on the Leased Premises by
the Tenant or for any other purpose or by reason of any other act, matter or
thing occasioned by the Tenant's occupancy of the said Leased Premises. The
Landlord shall be under no liability to the Tenant for the discontinuance of any
utility.
5. Real Estate Taxes: Tenant shall pay all real estate taxes due and
payable with respect to the Leased Premises during the term of this Lease.
6. Use of Premises: The Tenant will at all times solely occupy the Leased
Premises (and only for the purpose set forth in paragraph 1.) and will not
permit the same to become vacant, will maintain the Leased Premises at its own
expense in a clean, orderly and sanitary condition. Tenant will keep all
mechanical apparatus free of vibration and noise which may be transmitted beyond
the confines of the Leased Premises. Tenant will not commit or suffer to be
committed any waste upon the Leased Premises, or any nuisance thereon and will
not do or permit to be done any act which may disturb the quiet enjoyment of any
adjacent premise, will not do or permit any act or use which may increase the
rate of insurance on the Leased Premises or result in the cancellation of any
insurance policy covering the Leased Premises or any part thereof, nor shall
Tenant keep or permit to be kept, used or sold in or about the Leased Premises
any article which is prohibited by standard forms of fire insurance policies.
Tenant will promptly take such action as may be necessary to cure any breach
hereof and shall further reimburse Landlord and/or any occupant or tenant of the
adjacent premises for any additional cost (insurance, repair or otherwise)
occasioned by same.
7. Maintenance:
a. Tenant accepts the Leased Premises "as is". Throughout the Lease
Term, Tenant shall maintain the Leased Premises, its fixtures and
appurtenances, including all electrical, plumbing, and water systems,
heating, ventilation, air conditioning and other mechanical installations
and equipment used by or in connection with the Leased Premises, the roof,
outer wall, all doors and windows of the Leased Premises, in good order and
repair (reasonable wear and tear excepted); shall be responsible for and
pay for all injury and damage to the Leased Premises, fixtures and
appurtenances occasioned by any act or neglect of the Tenant, its agents,
servants, employees, invitees or other visitors; shall give prompt notice
to the Landlord of any damage that may occur; and shall execute and comply
with all laws, rules, orders, ordinances and regulations at any time issued
or in force, applicable to the Leased Premises or to Tenant's use and
occupancy thereof, by the city, county, state and federal government, and
of each and every department, bureau and official thereof, including
housing, zoning and fire codes and all rules and regulations of the Fire
Underwriters Bureau at Tenant's own cost and expense.
b. Landlord shall be under no liability for any repairs, maintenance
or replacements of the Leased Premises or any part thereof.
8. Improvements: Any improvements made by Tenant shall immediately become
the property of Landlord and shall remain upon the Leased Premises in the
absence of agreement to the contrary. All work with respect to any such
alterations, additions, enlargements and changes shall be done in a good,
workmanlike manner and diligently prosecuted to completion to the end that the
Premises shall at all times be a complete unit except during the period
necessarily required for such work. All such alterations, additions,
enlargements and changes shall be made strictly in accordance with all laws,
regulations and ordinances relating thereto. Trade fixtures installed by Tenant
shall remain the property of Tenant and may be removed from time to time,
including the termination of this Lease Agreement, provided Tenant shall not at
such time be in default hereunder. If Tenant is in default, Landlord shall have
a lien on said fixtures as security against loss or damage resulting from any
such default by Tenant and said fixtures equipment and personal property shall
not be removable by Tenant until such default is cured. Tenant shall pay to or
reimburse Landlord for any reasonable handling or storage charges or other
reasonable costs incurred as a result of Landlord's retaining or relocating such
security. Tenant will not cut or drill into or secure any fixtures, apparatus or
equipment of any kind to any part of the Leased Premises without first obtaining
Landlord's written consent.
9. Protection from Liens: Prior to permitting any contractor or
subcontractor to make any improvements to the Leased Premises or supply any
material in connection therewith, Tenant shall deposit with the Landlord such
security or performance bond as may be reasonably requested by the Landlord, in
order to protect the Leased Premises and the Landlord, from and against liens of
mechanics and materialmen performing work or services in or on the Leased
Premises or supplying materials in connection with any construction work to be
performed in or on the Leased Premises.
In the event that any mechanics' or materialmen's liens shall at any time
be filed against the Leased Premises purporting to be for work, labor, services
or materials performed or furnished to Tenant or anyone holding the Leased
Premises through or under Tenant, Tenant shall forthwith cause the same to be
discharged of record within thirty (30) days following the date of such filing.
If Tenant shall fail to cause such lien to be discharged after being notified of
the filing thereof as aforesaid, then, in addition to any other right or remedy
of Landlord, Landlord may but shall not be obligated to discharge the same by
paying the amount claimed to be due and the amount so paid by Landlord and all
costs and expenses, including reasonable attorneys' fees, incurred by Landlord
in attempting to discharge such lien, shall be due and payable by Tenant to
Landlord as additional rent on the first day of the next succeeding month.
Notice is hereby given that Landlord shall not be liable for any labor or
materials furnished to Tenant upon credit, and that no mechanics', materialmen's
or other liens for any such labor or materials shall attach to or affect the
estate or interest of Landlord in and to the land and improvements of which the
Leased Premises are a part.
10. Insurance:
a. At all times after the execution of this Lease, Tenant will carry
and maintain, at its expense:
(1) public general liability and property damage insurance
policies, including but not limited to, insurance against assumed or
contractual liability under this Lease, with respect to the Leased
Premises, to afford protection with limits, for each occurrence, of
not less than One Million Dollars ($1,000,000)and Three Million
Dollars ($3,000,000) in the aggregate;
(2) all risks property and casualty insurance, written at
replacement cost value and with full replacement cost endorsement,
covering all of the improvements located on the Leased Premises,
Tenant's personal property in the Leased Premises (including, without
limitation, inventory, trade fixtures, floor coverings, furniture and
other property removable by Tenant under the provisions of this
Lease), and all leasehold improvements installed in the Leased
Premises by or on behalf of Tenant (including damage to any sprinkler
system, if any);
(3) if and to the extent required by law, worker's compensation
or similar insurance in form and amounts required by law; and
(4) any other insurance that may be required by the Lenders.
b. Tenant shall require any contractor performing work on the Leased
Premises to carry and maintain, at no expense to Landlord:
(1) comprehensive public general liability and property damage
insurance policies, including, but not limited to, contractor's
liability coverage, contractual liability coverage, completed
operations coverage, broad form property damage endorsement and
contractor's protective liability coverage, for not less than One
Million Dollars ($1,000,000) for each occurrence and Three Million
Dollars ($3,000,000) in the aggregate; and
(2) worker's compensation or similar insurance in form and
amounts required by law.
c. The company or companies writing any insurance which Tenant is
required to carry and maintain or cause to be carried or maintained
pursuant to Sections 10.a. and 10.b. as well as the form of such insurance
shall at all times be financially responsible and authorized to cover
claims in the State in which the Leased Premises are located. Public
liability and all-risks property and casualty insurance policies evidencing
such insurance shall name Landlord or its designee as additional insured
and shall also contain a provision by which the insurer agrees that such
policy shall not be cancelled except after thirty (30) days' written notice
to Landlord or its designee. Each such policy, or a certificate thereof,
shall be deposited with Landlord by Tenant promptly upon commencement of
Tenant's obligation to procure the same. If Tenant shall fail to perform
any of its obligations under Sections 10.a., 10.b. or 10.c., Landlord may
perform the same after twenty (20) days notice to Tenant, unless Tenant
shall cure such default during the thirty (30) day notice period received
from the insurer and the cost of same shall be deemed Additional Rental and
shall be payable upon Landlord's demand.
d. Tenant will not do or suffer to be done, or keep or suffer to be
kept, anything in, upon or about the Leased Premises which will violate
Landlord's policies of hazard or liability insurance or which will prevent
Landlord from procuring such policies in companies acceptable to Landlord.
If anything done, omitted to be done or suffered by Tenant to be kept in,
upon or about the Leased Premises shall cause the rate of fire or other
insurance on the Leased Premises to be increased beyond the minimum rate
from time to time applicable to the Leased Premises or to any such property
for the use or uses made thereof, Tenant will pay, as Additional Rental,
the amount of any such increase upon Landlord's demand.
e. Neither Landlord nor Tenant shall be liable to the other party or
to any insurance company (by way of subrogation or otherwise) insuring the
other party for any loss or damage to any building, structure or other
tangible property or liability for personal injury, or losses under
worker's compensation laws and benefits, even though such loss or damage
might have been occasioned by the negligence of such party, its agents or
employees, if, and to the extent, that any such loss or damage is covered
by insurance benefitting the party suffering such loss or damage or was
required to be covered by insurance pursuant to Sections 10.a. and 10.b.
11. Protection of Property: Tenant agrees to take such steps as it may deem
necessary and adequate for the protection of itself, and its agents, employees,
and invitees, and the property of the foregoing against injury, damage or loss,
by insurance, as a self-insurer, or otherwise. The Landlord, his agents and
employees shall not be liable for any injury or damage to persons or property in
the Leased Premises or to the business of the Tenant, or any interruption
thereof, resulting from any defect, latent or apparent, or change of conditions
in the Leased Premises or the Building, or land on which it is located, theft,
burglary explosion, wind or accident, falling plaster, steam, gas, electricity,
water, rain or snow, leakage from any part of the Leased Premises or from pipes,
appliances, elevator or plumbing works in the Building or from the street or
sub-surface thereof, or from any other source, or from dampness, or from damage
occasioned by workmen engaged in making repairs or alterations in or upon the
Leased Premises or the adjacent premises or for interference with the light, or
caused by operations in the construction of any public or quasi-public work, or
for any other cause whatsoever, unless caused by the direct negligence of
Landlord.
To the extent possible, Tenant shall obtain, for each policy of insurance
secured by it, provisions permitting waiver of claim against Landlord for loss
or damage within the scope of the insurance, and Tenant, for itself and its
insurers, waives all such claims against the Landlord. Nothing herein shall be
construed to vary the force and effect of the first paragraph of this section.
12. Indemnification: Tenant will indemnify Landlord and save him harmless
from and against any and all claims, actions, damages, liability, and expense in
connection with loss of life, personal injury and/or damage to property arising
from or out of the occupancy or use by Tenant of the Leased Premises or any part
thereof or any other part of Landlord's property, occasioned wholly or in part
by any act or omission of Tenant, its agents, contractors or employees.
13. Fire or other Casualty: In the event the Leased Premises shall be
damaged by fire or other casualty, the Tenant shall give immediate notice
thereof to the Landlord, and after such notice, and this Lease Agreement shall,
unless notice is given as set forth below, continue in full force and effect,
and the Tenant shall, at its own expense, with reasonable promptness, subject to
Force Majeure as defined in Section 28, and delays in making of insurance
adjustment by Tenant, repair the Leased Premises. In the event the Leased
Premises shall be so damaged that the improvements, such as the building(s)and
Leasehold Improvements cannot be repaired or rebuilt and must be demolished,
upon written notice to Tenant, the term of this Lease shall cease and terminate
and the accrued, rent, if any, shall be paid up to the time of the damage or
such termination. All proceeds of insurance payable as a result of fire or other
casualty remaining after the required payments of such proceeds to the Lenders,
shall be the sole property of the Tenant.
14. Condemnation: If the whole or any part of the Leased Premises shall be
taken under the power of eminent domain, this Lease shall terminate as to the
part so taken on the date Tenant is required to yield possession thereof to the
condemning authority. Landlord shall make such repairs and alterations as may be
necessary in order to restore the part not taken to useful condition and the
rent shall be reduced proportionately as to the portion of the Leased Premises
so taken. If the amount of the Leased Premises so taken substantially impairs
the usefulness of the Leased Premises for the purpose set forth herein, Tenant
may terminate this Lease as of the date when Tenant is required to yield
possession. All compensation awarded for any taking of the fee and the leasehold
shall belong to and be the property of Landlord; provided, however,, that
Landlord shall not be entitled to any portion of the award made directly to
Tenant in reimbursement for Tenant's stock and fixtures, including the removal
thereof.
15. Access to Premises: Tenant will permit Landlord, his agents, employees
and contractors to enter the Leased Premises and all parts thereof at all times
to inspect the same and to enforce or carry out any provision of this Lease
Agreement or to make repairs to any other property owned or controlled by
Landlord.
16. Assignment or Subletting:
Tenant will not assign its interest in this Lease Agreement in whole or in
part, nor sublet all or any part of the Leased Premises or permit the use of any
part of the Leased Premises by any other person, firm or entity, without the
consent of the Landlord, which consent shall not be unreasonably withheld.
Consent by Landlord to any assignment or subletting shall not constitute a
waiver of the necessity for such consent to any subsequent assignment or
subletting. This prohibition against assigning or subletting shall be construed
to include a prohibition against any assignment or subletting by (i) operation
of law, merger, consolidation, reorganization, transfer or other change of
Tenant's corporate or proprietary structure, (ii) an assignment or subletting to
or by a receiver or trustee in any Federal or State bankruptcy insolvency, or
other proceedings, (iii) the sale, assignment or transfer of all or
substantially all of the assets of Tenant, with or without specific assignment
of Lease, or (iv) the change in control in a partnership. Any consent so granted
shall in no manner relieve Tenant of full and complete continuing liability
under this Lease.
17. Performance by Tenant: Tenant covenants and agrees that it will perform
all agreements herein expressed on its part to be performed and that it will
promptly upon receipt of written notice specifying action desired by Landlord in
connection with any such covenant, except the covenant to pay rent, commence to
comply with such notice. If Tenant shall not commence and proceed diligently to
comply with such notice to the satisfaction of Landlord within ten (10) days
after delivery thereof, then Landlord may, at its option, enter upon the Leased
Premises, and do the things specified in said notice, and Landlord shall have no
liability to Tenant for any loss or damage resulting in any way from such action
by Landlord, and Tenant agrees to pay promptly upon demand, any expense incurred
by Landlord in taking such action.
18. Default:
a. If the Tenant should fail to pay Annual Basic Rent and additional
rent or any other charges herein reserved as rent (herein collectively
referred to as "rent"), on the days and time and at the place that the same
are made payable hereunder, or if the Tenant shall in any respect violate
any of the terms, conditions or covenants herein contained, or if a
"Tenant's bankruptcy" (as hereinafter defined) has occurred, or be levied
upon or sold out by any sheriff's, xxxxxxxx'x or constable's sale, the
Landlord may re-enter and repossess the Premises, together with any and all
improvements thereon and additions thereto, and/or pursue any remedy
permitted by law or equity for the enforcement of the provisions hereof;
and/or at the election of the Landlord, the Landlord may give to the Tenant
written notice of the Landlord's election to terminate this Lease on a date
to be specified in said notice, and upon the date specified in said notice,
this Lease and the Term shall (except for the continued liability of the
Tenant as hereinafter provided) expire and come to an end as fully and
completely as if the date specified in said notice were the date definitely
fixed in this Lease for the expiration of the Term and the Tenant shall
quit and surrender the Premises, on or before the said date, to the
Landlord, without cost or charge to the Landlord.
b. If this Lease is terminated as herein provided, Tenant nevertheless
shall remain liable for any rental and damages which may be due or
sustained prior to such termination and all reasonable costs, fees and
expenses including, but not limited to, attorney's fees incurred by
Landlord in pursuit of its remedies hereunder, or in renting the Premises
to others from time to time (all such rental, damages, costs, fees and
expenses being referred to herein as "Termination Damages") and additional
damages (the "Liquidated Damages"), which, at the election of Landlord,
shall be either:
(1) an amount or amounts equal to the rental which, but for
termination of this Lease, would have become due during the remainder
of the Term, less the amount or amounts of rental, if any, which
Landlord shall receive during such period from others to whom the
Premises may be rented, in which case such Liquidated Damages shall be
computed and payable in monthly installments, in advance, on the first
day of each calendar month following termination of the Lease and
continuing until the date on which the Term would have expired but for
such termination, and any suit or action brought to collect any such
Liquidated Damages for any month shall not in any manner prejudice the
right of Landlord to collect any Liquidated Damages for any subsequent
month by a similar proceeding; or
(2) an amount equal to the present worth (as of the date of such
termination) of rental which, but for termination of this Lease, would
have become due during the remainder of the Term, less the fair rental
value of the Premises, as determined by an independent real estate
appraiser named by Landlord, in which case such Liquidated Damages
shall be payable to Landlord in one lump sum on demand and shall bear
interest at the Default Rate until paid.
c. If this Lease or the Tenant's possession of the Premises should be
terminated as herein provided or by re-entry, summary dispossession
proceedings or any other method, the Landlord may, at the Landlord's
option, as an additional or alternative remedy (i) re-let the Premises or
any part or parts thereof for the account of the Tenant for the remainder
of the Term as herein originally specified, or (ii) re-let the Premises or
any part or parts thereof for a period extending beyond the date when this
Lease would have expired but for such prior expiration on default or for
such re-entry and termination, and deem that portion of the period within
the Term, as a rental for the account of the Tenant (which such re-letting
may provide for reasonable concessions in rent or a reasonable free rent
period, but without thereby in any way affecting the Tenant's liability
hereunder for the rent payable under this Lease for the period of such
concession or free rent) and, in any of such events, the Landlord may
receive the rent therefor, applying the same first to the payment of such
reasonable expenses of every kind and nature as the Landlord may have
incurred or assumed in recovering the possession of the Premises and in
connection with the re-letting of the Premises, and then (to the extent of
the remainder of so much of the said rent as shall have been received with
respect to the Term) to the fulfillment of the covenants and agreements of
the Tenant hereunder including the payment of the rent herein reserved, and
the Tenant shall remain liable as herein provided, but there shall be no
obligation on the part of the Landlord to re-let nor any liability on its
part for failure to re-let, and the Tenant's liability shall not be
diminished or affected by such failure to re-let, or the giving of such
rent or other concessions in the event of any re-letting, as aforesaid.
d. If this Lease is terminated as herein provided, or if Tenant's
possession is terminated by re-entry, summary dispossession proceedings or
any other method, whether or not the Premises shall be re-let, the Tenant
shall, until the time when this Lease would have expired but for such prior
expiration or for such re-entry, summary dispossession or termination,
continue to remain liable for the rent herein reserved less the avails of
any such re-letting (after the deduction therefrom of all reasonable
expenses incurred by the Landlord in recovering such possession and in
re-letting including, but not by way of limitation, broker's fees,
reasonable counsel fees and cost of renovation), if any, and the same shall
be due and payable by the Tenant to the Landlord, at Landlord's option,
either on the several days hereinabove specified for the payment thereof,
so that upon each of such days the Tenant shall pay to the Landlord the
amount of the deficiency then existing or in one lump sum on demand. Upon
such expiration, termination or re-entry as aforesaid, neither the Tenant
nor the Tenant's creditors and representative shall thereafter have any
right, legal or equitable, in or to the Leased Premises or any portion
thereof, or in or to the repossession of same, or in, to or under this
Lease, and the Tenant hereby waives any and all right of redemption which
may then be provided by law. The words "re-enter" and "re-entry" as used in
this Lease shall not be deemed to be restricted to their technical legal
meaning. In the event Landlord shall enforce any of the provisions hereof
in any action at law or in equity, Tenant shall pay all costs, expenses and
reasonable attorneys' fees incurred therein by Landlord, and such may be
included in the judgment entered in such action, including attorneys' fees
incurred by Landlord in connection with Tenant's bankruptcy proceedings.
f. Any and all mention in this Lease of the rent or rental before, at
or after the termination of this Lease or before, at or after the
termination of the Tenant's possession by re-entry, summary dispossession
or other method as herein provided, shall be deemed to refer to the rent,
plus all additional rent and such additional sums as the Tenant shall be
obligated to pay to the Landlord under any of the terms, covenants and
conditions to this Lease, whether or not designated or indicated herein to
be payable as additional rent.
g. In addition to and not in substitution for the remedies
hereinbefore provided, if Tenant shall fail to pay when due, beyond any
applicable grace period, any rent or additional charges, Landlord shall
have the right to distrain therefor.
h. The failure of the Landlord to insist in any one or more instances
upon the performance of any of the covenants or conditions of this Lease or
to exercise any right or privilege herein conferred shall not be construed
as thereafter waiving or relinquishing the Landlord's right to the
performance of any such covenants, conditions, rights or privileges, and
the same shall continue and remain in full force and effect, and the waiver
of one default or right shall not constitute waiver of any other default.
In the event that landlord shall enforce any of the provisions hereof in
any actions at law or in equity, Tenant shall pay all costs, expenses and
reasonable attorneys' fees incurred therein by Landlord, and such may be
included in the judgment entered in such action, including attorneys' fees
incurred by Landlord in connection with Tenant's bankruptcy proceedings.
i. Anything in this Lease to the contrary notwithstanding, any rental
payment which is not paid within seven (7) days after the due date thereof
shall bear interest at an annual rate equal to eighteen percent (18%).
19. Grace Period: Except in connection with Tenant's obligation to pay
Minimum Rent, additional rent or any other sums due under this Lease, in which
event no notice is required, anything contained in any of the foregoing
provisions of this Lease to the contrary notwithstanding, neither party hereto
will exercise any right or remedy provided for in this Lease or allowed by law
because of any default of the other, unless such party shall first have given
written notice thereof by certified or registered mail to the other, and the
other shall have failed, within fifteen (15) days thereafter, to begin, and
actively and diligently in good faith to proceed with, the curing of the default
and to continue with the same until it shall have been fully corrected;
provided, that no such notice from the Landlord shall be required, nor shall the
Landlord be required to allow any part of the said notice period, (a) more than
two (2) times during any twelve (12) month period, or (b) if the Tenant shall
have removed from or shall be in the course of removing from the Premises, or
(c) in the event of Tenant's Bankruptcy.
20. Brokerage Fees: Tenant shall pay and hold Landlord harmless from any
brokerage or agency fees due or claimed to be due in connection with the
execution of this Lease Agreement or its tenancy.
21. Business Taxes: Tenant shall pay all franchise taxes, business taxes or
other similar rates and taxes which may be levied or imposed upon the premises
or the business carried on therein, and also all other rates and taxes which are
or may be payable by Tenant as Tenant and occupant thereof. If by law,
regulation or otherwise business taxes or other similar rates and taxes are made
payable by landlords or proprietors, or if the mode of collecting such taxes be
so altered as to make Landlord liable therefor instead of Tenant, Tenant shall
repay to Landlord within fifteen (15) days after demand upon Tenant the amount
of the charge imposed on Landlord as a result of such charge, and shall save
Landlord harmless from any cost or expense in respect thereof.
22. Subordination: Landlord hereby warrants that Tenant shall have peaceful
and quiet use and possession of the Leased Premises without hindrance on the
part of Landlord. Tenant's rights under this Lease Agreement are and shall
always be subordinate to the operation and effect of any mortgage, deed of trust
or other security instrument now or hereafter placed upon the Leased Premises,
or any part thereof, by Landlord, and Tenant will, upon Landlord's request,
execute and deliver such instrument as may be appropriate to confirm such
subordination.
Tenant will, upon the request of Landlord or of the Landlord's mortgagee or
trustees, under any such mortgage or deed of trust, execute an attornment
instrument and attorn to such mortgagee or trustees, their successors and/or
assigns and become their Tenant on the terms herein contained for the unexpired
residue of the term of this Lease Agreement.
If Tenant fails to execute any of the foregoing instruments upon the
request of Landlord, Landlord is hereby granted a power of attorney and is
authorized, as the attorney-in-fact of Tenant, to execute such instrument on
behalf of Tenant.
23. Termination: This Lease Agreement and tenancy hereby created shall
cease and determine at the end of the original term hereof, or any extension or
renewal thereof, without the necessity of any notice from either Landlord or
Tenant to terminate the same and Tenant hereby waives notice to vacate the
Leased Premises and agrees that Landlord shall be entitled to the benefit of all
provisions of law respecting the summary recovery of possession of the Leased
Premises from a tenant holding over to the same extent as if statutory notice
had been given. For the period of three (3) months prior to the expiration of
the original term of this Lease Agreement or any renewal or extension thereof,
Landlord shall have the right to display on the exterior of the Leased Premises
the customary sign "For Rent", and during such period Landlord may show the
Leased Premises and all parts thereof to prospective tenants during normal
business hours.
At Landlord's option at the expiration or earlier termination of this Lease
Agreement, Tenant shall, at Tenant's expense, remove all of the Tenant's
personal property, as well as fixtures installed and improvements made by Tenant
and Tenant shall repair all injury done by or in connection with the
installation or removal of said property, and surrender the Leased Premises,
broom clean and in as good condition as they were at the beginning of the term,
reasonable wear excepted. All property of Tenant remaining on the Leased
Premises after the expiration or earlier termination of this Lease Agreement
shall be conclusively deemed abandoned and at Landlord's option, may be retained
by Landlord, or may be removed by Landlord, and Tenant shall reimburse Landlord
for the cost of such removal. Landlord may have any such property stored at
Tenant's risk and expense.
24. Surrender of Premises: No agreement to accept a surrender of this Lease
shall be valid unless in writing by Landlord. No employee of Landlord or of
Landlord's agents shall have any power to accept the keys of said premises prior
to the termination of this Lease. The delivery of keys to any employee of
Landlord or of Landlord's agent shall not operate as a termination of the Lease
or a surrender of the premises. In the event that Tenant at any time desires to
have Landlord sublet the premises for Tenant's account, Landlord or Landlord's
agents are authorized to receive said keys for such purpose without releasing
Tenant from any of the obligations under this Lease. No payment by Tenant or
receipt and acceptance by Landlord of a lesser amount than the monthly rent
herein stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be deemed an accord and
satisfaction; and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or pursue any other remedy
in this Lease provided.
25. Binding Effect: This Lease Agreement and the covenants and conditions
herein contained shall inure to the benefit of and be binding upon Landlord, his
heirs and assigns and shall be binding upon Tenant, its successors and assigns,
but shall inure only to the benefit of Tenant and such assigns of Tenant to whom
the assignment by Tenant has been consented to by Landlord.
26. Force Majeure: Landlord shall be excused for the period of any delay in
the performance of any obligation hereunder when prevented from so doing by
cause or causes beyond Landlord's control which shall include, without
limitation, all labor disputes, civil commotion, war, warlike operations,
invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or controls, fire or other casualty, inability to
obtain any material, services or financing or through Acts of God.
27. Notices: All notices from Tenant to Landlord required or permitted by
any provisions of this Lease Agreement, shall be directed to Landlord at 000
Xxxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, with copies of same to Xxxxxx
Xxxxxx, Esquire, Xxxxx and Xxxx, P.A., Nottingham. All notices from Landlord to
Tenant so required or permitted shall be directed to Tenant at the Leased
Premises. Either party may, at any time or from time to time, designate in
writing a substitute address for that above set forth.
28. Construction of Lease: This Lease Agreement shall be construed under
the laws of the State of Maryland. Headings are for reference only and shall in
no way limit the specific terms of this Agreement.
29. Month to Month: During the period of any holding over after the
termination or expiration of this Lease Agreement by Tenant, Tenant shall be
deemed to be a tenant from month to month, at the monthly rent due for the month
preceding the termination or expiration date of this Lease, plus all other
additional rent or charges under the provisions of this Lease, terminable by
either party on thirty (30) days prior written notice.
30. Joint and Several Liability: The liability of all parties executing
this Lease to pay rent and perform all other obligations hereunder shall be
deemed to be joint and several.
IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement
as of the day and year first above written.
ATTEST: HEMAGEN PROPERTIES, LLC
By: HEMAGEN DIAGNOSTICS, INC.,
the Sole Member
__________________________ By:___________________________(SEAL)
Xxxxxxx X. Xxxx, President
"Landlord"
ATTEST: HEMAGEN DIAGNOSTICS, INC.
__________________________ By:___________________________(SEAL)
Xxxxxxx X. Xxxx, President
"Tenant"
TABLE OF CONTENTS
Section Title Page
1 Purpose 1
2 Lease Term and Renewals 1
3 Rental 2
4 Utilities 4
5 Real Estate Taxes 4
6 Use of Premises 4
7 Maintenance 5
8 Improvements 6
9 Protection from Liens 7
10 Insurance 9
11 Protection of Property 12
12 Indemnification 13
13 Fire or other Casualty 13
14 Condemnation 14
15 Access to Premises 15
16 Assignment or Subletting 15
17 Performance by Tenant 16
18 Default 16
19 Grace Period 22
20 Brokerage Fees 23
21 Business Taxes 23
22 Subordination 24
23 Termination 24
24 Surrender of Premises 26
25 Binding Effect 26
26 Force Majeure 27
27 Notices 27
28 Construction of Lease 27
29 Month to Month 28
30 Joint and Several Liability 28
LEASE AGREEMENT
FOR
000 XXXXX XXXXXXX XXXXXX
XXXXXXXXX XXXX, XXXXXXXX
LANDLORD: HEMAGEN PROPERTIES
TENANT: HEMAGEN DIAGNOSTICS, INC.
Dated: , 2005
