LEASE AGREEMENT
This lease agreement (the “Lease”) is entered
into on July 6, 2010, between Vishay Intertechnology, Inc. (“Lessor”), a
Delaware corporation, having its principal place of business at 00 Xxxxxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxxxx, and Vishay Precision Group, Inc. (“Lessee”), a
Delaware corporation, having its principal place of business at 0 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx.
RECITALS
The
parties recite and declare:
A. Lessor is the sole owner of an industrial
facility, described below, a portion of which it desires to lease to Lessee (the
“Industrial Facility”).
B. Lessee is a corporation that desires and is
empowered to lease from Lessor a portion of the Industrial Facility.
C. The parties desire to enter into this Lease
to define their respective rights, duties, and liabilities concerning this
Lease.
In consideration of the mutual covenants
contained in this Lease, the parties agree as follows:
SECTION ONE
A. Lessor leases to Lessee that portion of
Lessor’s Industrial Facility located at 00 Xxxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxx, described on Schedule A annexed hereto and made a part hereof (the
“Leased Premises”). In addition to the Leased Premises, Lessee and its invitees
shall have the non-exclusive right to use, in common with Lessor and other
tenants, those applicable areas within the Industrial Facility, including the
entrances, roads, driveways, public and fire stairways, sidewalks, exterior
ramps and other similar areas which enable Lessee to obtain full use and
enjoyment of the Leased Premises for all customary purposes.
B. The Leased Premises will be leased in “as is”
condition and used by Lessee solely for the purpose of conducting quality
assurance activities and operating demo-kit laboratories in accordance with the
terms of this Lease.
SECTION TWO
The term of the Lease shall be for a period of
five (5) years (the “Term”), commencing on July 6, 2010 (the “Commencement
Day”), provided Lessee shall have the right, without penalty or liability, to
terminate this Lease for any reason or no reason prior to the scheduled
expiration of the Term upon not less than thirty (30) days’ prior written notice
to Lessor.
SECTION THREE
Lessee shall pay an annual rent of $73,704
(Seventy Three Thousand Seven Hundred and Four Dollars) (“Rent”) during the Term
of this Lease for the Leased Premises. All payments of Rent shall be payable by
Lessee in equal monthly installments of $6,142 (Six Thousand One Hundred and
Forty Two Dollars) in advance on the first day of each calendar month. Rent for
any partial calendar months included in the Term shall be prorated on a per diem
basis. Except as expressly set forth to the contrary herein, Lessee shall not be
obligated to pay any sum in addition to Rent to Lessor on account of Lessee’s
occupancy of the Leased Premises, the parties intending this Lease to be a
“gross lease”.
Rent payable by Lessee pursuant to this Lease
includes all expenses for water, HVAC, electricity, trash collection, sewer,
plumbing, all other utilities reasonably consumed in the Leased Premises, two
phone lines, Real Property Taxes (as defined below) and, except to the extent
caused by the negligence or willful misconduct of Lessee, maintenance, repair
and replacement of the Leased Premises including security services. As used
herein, the term “Real Property Taxes” shall be deemed to mean the aggregate
amount of all taxes and assessments directly levied, assessed or imposed upon
the Leased Premises, its land and improvements.
SECTION FOUR
A. Lessee has examined and knows the condition of
the Leased Premises and accepts the Leased Premises in good condition and
working order. Lessee acknowledges that no representations as to the repair of
the Leased Premises or promises to alter, remodel, or improve the Leased
Premises have been made by Lessor.
B. Lessee shall not hold Lessor liable for any
latent or non latent defects on the Leased Premises.
SECTION FIVE
A. Lessee shall maintain the Leased Premises in a
clean and operational condition and, subject to the provisions of Section 10(C),
repair at Lessee’s sole cost all damages to the Leased Premises occasioned by
the fault or negligence of Lessee or its agents or employees.
B. Except for Lessee’s obligations set forth in
Section Five(A) above, Lessor shall be responsible at Lessor’s sole cost and
expense for all maintenance, repairs and replacements to the Leased Premises and
the Industrial Facility. Upon not less than one (1) business day’s notice to
Lessee, Lessor may enter the Leased Premises at any and all reasonable hours to
inspect the Leased Premises and to perform Lessor’s obligations under this
Lease. In connection with any such entry, Lessor shall use reasonable efforts to
minimize any interference with the use of the Leased Premises by Lessee.
X. Xxxxxx shall furnish all of the following
services to the Leased Premises twenty four (24) hours per day, seven (7) days
per week: (i) heat, air conditioning and water required for the occupancy of the
Leased Premises, (ii) access to the Leased Premises and the Industrial Facility,
including elevators if applicable, (iii) snow and ice removal, (iv) janitorial
services to the Leased Premises Monday through Friday, (v) electricity adequate
for Lessee’s use of the
-2-
Leased Premises and the
Industrial Facility, and (vi) such other services typical for an industrial
building similar to the Industrial Facility.
SECTION SIX
Lessee shall obtain the written approval of
Lessor, not to be unreasonably withheld, conditioned or delayed, prior to making
any alterations or modifications to the Leased Premises. All approved and
completed alterations or modifications shall become part of the Leased Premises
and title to such alterations and modifications shall vest in Lessor. The
alterations or modifications undertaken by Lessee shall be performed and
completed in a good and workmanlike manner.
Upon the expiration of the tenancy hereby
created, if Lessor so requires in writing at the time of its approval, Lessee
shall promptly remove at its sole cost any alterations, additions, improvements
and fixtures other than trade fixtures placed in the Leased Premises by Lessee
and designated in said request, and repair any damage occasioned by such removal
at Lessee’s expense. Notwithstanding the foregoing, Lessee may install any
necessary trade fixtures, equipment and furniture in the Leased Premises without
Lessor’s written approval and all such items shall remain the property of Lessee
during and after the Term.
SECTION SEVEN
A. Lessee shall not use the Leased Premises for
any unlawful or immoral purpose and shall not conduct any activity in the Leased
Premises that could reasonably be expected to increase the possibility of fire
or any other hazard or materially increase the rate of insurance on the Leased
Premises or the Industrial Facility. Lessee further covenants that it will not
create, maintain or permit a nuisance in or on the Leased Premises. Lessee
further agrees to keep the Leased Premises clean and reasonably free from
rubbish and dirt at all times, and shall store all trash within the areas
designated by Lessor at the Leased Premises and will make the same available for
regular pick-up. Lessee will not burn any trash or garbage at any time in or
about the Industrial Facility.
B. Lessee, at Lessee’s sole cost and expense,
shall promptly comply with the laws, ordinances and regulations regarding
Lessee’s particular use of the Leased Premises. Lessor, at Lessor’s sole cost
and expense, shall promptly comply with all laws, ordinances and regulations
applicable to the Leased Premises and the Industrial Facility except for
compliance that is Lessee’s responsibility pursuant to the previous sentence.
C. Lessee shall not cause any Hazardous Materials
to be released, brought upon, stored, produced, emitted, disposed of or used
upon, about or beneath the Leased Premises by Lessee, its agents, employees,
contractors or invitees in violation of Environmental Laws. As used herein, the
term “Hazardous Materials” shall mean any substance or condition (including
mold) that could pose a threat to human health and any flammable, explosive or
radioactive materials, asbestos, formaldehyde foam insulation, polychlorinated
biphenyls, methane, hazardous materials, hazardous wastes, hazardous or toxic
substances or related materials, as defined in the Comprehensive Environmental
Response Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections
9601, et seq.), the Hazardous Materials Transportation Act, as
-3-
amended (49 U.S.C.
Sections 1801, et seq.), the Resource Conservation and Recovery Act, as amended
(42 U.S.C. Sections 6901, et seq.), the Toxic Substances Control Act, as amended
(15 U.S.C. Sections 2601, et seq.) (collectively, “Environmental Laws”).
SECTION EIGHT
Except as otherwise provided in this Lease,
Lessee agrees that it will not pledge, loan, mortgage, or attempt in any other
manner to dispose of its interest in the Leased Premises or to voluntarily
permit any liens, encumbrances, or legal process to be incurred or levied on the
Leased Premises.
SECTION NINE
A. Lessee shall not assign its rights and duties
under this Lease or sublease the demised Leased Premises or any part of the
demised Leased Premises.
X. Xxxxxx, at any time and from time to time, may
make an assignment of its interest in this Lease, the Leased Premises or the
Industrial Facility and in the event of such assignment and the assumption by
the assignee of the covenants and agreements to be performed hereunder by
Lessor, Lessor shall be released from any and all liability hereunder.
SECTION TEN
A. Except for negligent or willful acts or
omissions of Lessor, its agents, contractors, servants and employees
(collectively, “Lessor Parties”) and subject to the provisions of Section 10(C),
Lessee agrees to indemnify and save Lessor Parties harmless from and against any
and all claims, demands, damages, costs and expenses, including reasonable
attorneys’ fees (collectively, “Loss and Expense”), arising from or in
connection with the Leased Premises. Except for negligent or willful acts or
omissions of Lessee, its agents, contractors, servants or employees
(collectively, “Lessee Parties”) and subject to the provisions of Section 10(C),
Lessor agrees to indemnify and save Lessee Parties harmless from and against any
and all Loss and Expense arising from any failure by Lessor to perform any of
the terms, covenants or conditions of this Lease on Lessor’s part to be
performed or the negligence or willful misconduct of Lessor Parties. The
provisions of this Section Ten shall survive the termination or earlier
expiration of this Lease.
B. Lessee will, at its own expense, maintain a
policy or policies of comprehensive general liability insurance which will
include coverage for theft with respect to the respective property and
activities in the Leased Premises with the premiums thereon fully paid on or
before due date, issued by and binding upon a reputable insurance company, such
insurance to afford minimum protection of not less than $1,000,000 combined
single limit coverage of bodily injury, property damage or combination thereof.
Lessor shall be listed as an additional insured on Lessee's policy or policies
of comprehensive general liability insurance, and Lessee shall provide Lessor
with current certificates of insurance evidencing Lessee's compliance with this
Section. Lessee shall obtain the agreement of Lessee's insurers to endeavor to
notify Lessor that a policy is due to expire at least (10) days prior to such
expiration. Lessor shall only be required to maintain its standard insurance for
the building of the Leased Premises.
-4-
X. Xxxxxx and Lessee each hereby release the
other, its officers, directors, employees and agents, from liability or
responsibility (to the other or anyone claiming through or under them by way of
subrogation or otherwise) for any loss or damage to property covered (or
required under this Lease to be covered) by valid and collectible insurance,
even if such loss or damage shall have been caused by fault of negligence of the
other party, or anyone for whom such party may be responsible. Lessor and Lessee
each agree that any insurance policies carried by either party covering the
Leased Premises or their contents will include a waiver of the insurer’s right
of subrogation against the other party during the Term.
SECTION ELEVEN
A. Lessee shall not be deemed to be in default
hereunder unless an Event of Default, as hereinafter defined, has occurred. The
following shall constitute events of default by Lessee hereunder (each, an
“Event of Default”):
i. Failure to pay the Rent
or any other sum of money required to be paid by Lessee hereunder when due and
continuance of such failure for five (5) days after notice from Lessor to
Lessee; or
ii. Failure to comply with or
perform any of the other terms, covenants, conditions or agreements to be
complied with or performed by Lessee and continuance of such failure for thirty
(30) days after notice from Lessor to Lessee, or, if the failure is of such a
character as cannot reasonably be cured within thirty (30) days, failure to
initiate within said thirty (30) day period such action as reasonably can be
taken toward curing the same and/or failure to prosecute such action as promptly
as is reasonably practicable after said action is initiated.
B. Following the occurrence of an Event of
Default hereunder, Lessor shall have the right to:
(1) reenter and regain possession of the
Leased Premises upon ten (10) days prior written notice to Lessee, remove any
property of Lessee found on the Leased Premises, perform such maintenance and
repairs as may be reasonably required, and relet the Leased Premises upon
commercially reasonable terms, provided all consideration received by Lessor as
a result of such reletting shall be for the account of Lessee. Reentry shall not
release Lessee from the obligation to make payments of Rent or other amounts due
pursuant to this Lease, including Lessor’s reasonable and actual expenses
incurred in preparing the Leased Premises for reletting; or
(2) terminate this Lease, such termination to
be effective ten (10) days following receipt by Lessee of written notice of
Lessor’s intention to terminate this Lease but Lessee shall remain liable for
all its outstanding obligations pursuant to this Lease prior to the effective
date of such termination.
C. If at any time during the term of this Lease
(a) Lessee shall file in any court a petition of bankruptcy or insolvency or for
reorganization, or for arrangement or for the appointment of a receiver or
trustee of all of all or portion of Lessee’s property; or (b) an involuntary
petition of any kind shall be filed against Lessee, and such petition shall not
be
-5-
vacated or withdrawn
within sixty (60) days after the date of filing thereof; or (c) if Lessee shall
make an assignment for the benefit of creditors; or (d) if the Lessee shall be
adjudicated a bankrupt; or (e) a receiver shall be appointed for the property of
Lessee by order of a court of competent jurisdiction (except where such receiver
shall be appointed in an involuntary proceeding, if he shall not be withdrawn
within sixty (60) days from the date of the appointment), Lessee’s right to
possession hereunder shall terminate ipso facto upon the happening of any one of
such events, and Lessee shall then quit and surrender the Leased Premises to
Lessor, but Lessee shall remain liable for all its outstanding obligations
pursuant to this Lease.
D. In the event of any Event of Default hereunder
by Lessee, Lessor may immediately or at any time thereafter, upon five (5) days
prior written notice to Lessee and provided such Event of Default remains
uncured, cure such breach for the account and at the expense of
Lessee.
SECTION TWELVE
Lessee shall surrender the Leased Premises
(including all keys thereto) to Lessor on the expiration or termination of this
Lease. At the time of surrender, the Leased Premises shall be in the same
condition as on the Commencement Day, normal wear and tear, casualty,
condemnation and acts of Lessor excepted. If the Leased Premises are not
surrendered at the end of the Term or the sooner termination thereof, (i) Lessee
shall be deemed to be occupying the Leased Premises as a tenant from month to
month, at a monthly Rent equal to twice the Rent payable during the last month
of the Term, and (ii) Lessee shall indemnify Lessor against loss or liability
resulting from Lessee’s delay in so surrendering the Leased Premises and first
arising or accruing on or after sixty (60) days following the expiration or
termination of this Lease, excluding consequential, indirect, punitive and
special damages.
SECTION THIRTEEN
Lessee agrees that this Lease shall be
subordinate to any mortgages or deeds of trust that may hereafter be placed upon
the Leased Premises and to any and all advances to be made thereunder, and to
the interest thereon, and all renewals, replacements and extensions thereof
provided that any such mortgagee or trustee thereunder agrees to recognize
Lessee’s rights hereunder and to not disturb Lessee’s use and occupancy of the
Leased Premises. Lessee shall execute and deliver any commercially reasonable
instruments as may be required to confirm the provisions of this Section
13.
SECTION FOURTEEN
A. It is agreed that this Lease shall be governed
by, construed, and enforced exclusively in accordance with the laws of the
Commonwealth of Pennsylvania.
X. XXXXXX AND LESSEE EXPRESSLY WAIVE TRIAL BY
JURY IN ANY COURT WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR CROSS-CLAIM AGAINST
THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS LEASE.
-6-
C. Unenforceability of any
provision contained in this Lease shall not affect or impair the validity of any
other provision of this Lease.
D. Waiver by either party
of any breach of any covenant or duty of the other party under this Lease shall
not be deemed to be a waiver of a breach of any covenant or duty of the other
party, or of any subsequent breach of the same covenant or duty.
E. This Lease may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute but one and the same
instrument.
F. The various rights and
remedies contained in this Lease shall not be considered as exclusive of any
other right or remedy, but shall be construed as cumulative and shall be in
addition to every other remedy now or hereafter existing at law, in equity, or
by statute.
G. This Lease shall
constitute the entire agreement between the parties. Any prior understanding or
representation of any kind preceding the date of this Lease shall not be binding
upon either party except to the extent incorporated in this Lease.
H. Any modification of
this Lease or additional obligation assumed by either party in connection with
this Lease shall be binding only if evidenced in a writing signed by each
party.
I. Any notice required or
permitted under this Lease shall be in writing, sent by a reputable private
carrier of overnight mail or mailed by United States Certified Mail, Return
Receipt Requested, postage prepaid, in each case to the address set forth
below:
| If to Lessee: | If to Lessor: | |||
| Vishay Precision Group, Inc. | Vishay Intertechnology, Inc. | |||
| 0 Xxxxx Xxxxxx Xxxxxxx | 00 Xxxxxxxxx Xxxxxx | |||
| Xxxxxxx, XX 00000-0000 | Xxxxxxx, XX 00000-0000 | |||
| Attn: | Xxxxxxx X. Xxxxxx, Chief | Attention: | Xx. Xxxx X. Xxxxxxxx, | |
| Financial Officer | Chief Financial Officer | |||
| Facsimile: (000)-000-0000 | Telephone: 000-000-0000 | |||
| Confirm: (000)-000-0000 | Facsimile: 000-000-0000 | |||
| With a copy to: | With a copy to: | |||
| Xxxxxx Xxxxxxxx LLP | Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP | |||
| 3000 Two Xxxxx Square | 0000 Xxxxxx xx xxx Xxxxxxxx | |||
| Xxxxxxxxxxxx, XX 00000-0000 | Xxx Xxxx, Xxx Xxxx 00000 | |||
| Attn: Xxxxx Xxxxxxx, Esq. | Attn: Xxxxxx Xxxxxxxx, Esq. | |||
| Facsimile: (000) 000-0000 | Facsimile: (000) 000-0000 | |||
| Confirm: (000) 000-0000 | Confirm: (000) 000-0000 | |||
-7-
Either Lessor or Lessee may, by notice to the
other, change the address(es) to which notices are to be sent. All notices shall
be deemed effective upon receipt or upon refusal to accept
delivery.
J. This Lease shall be binding upon and shall
inure to the benefit of the parties hereto, their executors, administrators,
successors and permitted assigns.
K. Lessee shall have the right to use 2 parking
spaces located at the Industrial Facility.
L. Lessee represents that the undersigned
individual has been duly authorized to execute this Lease on behalf of Lessee
and that the execution and consummation of this Lease by Lessee does not and
shall not violate any provision of any bylaws, certificate of incorporation,
partnership or agreement, or other agreement, order, judgment, governmental
regulation or any other obligations to which Lessee is a party or is subject.
Lessor represents that the undersigned individual has been duly authorized to
execute this Lease on behalf of Lessor and that the execution and consummation
of this Lease by Lessor does not and shall not violate any provision of any
bylaws, certificate of incorporation, partnership or agreement, or other
agreement, order, judgment, governmental regulation or any other obligations to
which Lessor is a party or is subject.
[The remainder of this
page left intentionally blank]
-8-
IN WITNESS WHEREOF the parties have executed
this Lease in duplicate originals upon the dates indicated below.
| VISHAY INTERTECHNOLOGY, INC. | |||
| By: | /s/ Xxxx Xxxxxxx | ||
| Printed Name: Xxxx Xxxxxxx | |||
| Title: Senior Vice President, Corporate General | |||
| Counsel and Corporate Secretary | |||
| Date: July 6, 2010 | |||
| VISHAY PRECISION GROUP, INC. | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | ||
| Printed Name: Xxxxxxx X. Xxxxxx | |||
| Title: Executive Vice President and Chief Financial | |||
| Officer | |||
| Date: July 6, 2010 | |||
[Signature page to
Malvern, PA Lease]
SCHEDULE A
LEASED
PREMISES
PREMISES
[Drawing of Vishay Buildings B & C, with
shaded areas
representing leased premises.]
