Form of Building Lease Agreement by and between Lessor: Alpha Electronics Corporation and Lessee: Vishay Japan Co., Ltd.
Form of Building Lease Agreement
by and between
Lessor: Alpha Electronics
Corporation
and
Lessee: Vishay Japan Co., Ltd.
- 1 -
Summary of Lease
(Building Lease Agreement)
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(1)
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Lessor
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Alpha
Electronics K.K.
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| (2) |
Lessee
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Vishay Japan
Co., Ltd.
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(3)
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Building
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Name
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VJQC
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| Location | |||||
| Structure and Size |
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| Total area of the building |
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| (4) |
Purpose
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Products
inspection center
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| (5) |
Rent
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Consumption
tax |
Sub total
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Monthly
Rent
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295,000
yen
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14,750 yen | 309,750 yen | ||
| Security Deposit (12 months worth of monthly rent) |
3,540,000
yen
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| Starting day of rent |
[ ],
2010
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| (6) |
Term of lease
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5 years from
the delivery date
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| (7) |
Special provisions
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- 2 -
This Building Lease
Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and between
Alpha Electronics K.K. (hereinafter referred to as the “Lessor”) and Vishay Japan Co., Ltd. (hereinafter
referred to as the “Lessee”) relating to the
Building that is to be leased by the Lessor to the Lessee and that is the
subject of the lease set forth in Column (3) of Summary of Lease (marked with
shaded area of the drawing set forth in Exhibit 1) (hereinafter referred to as
the “Building”) in the Akita Facility of the Lessee (“Akita
Facility”), as follows.
Article 1 (Lease of
Building)
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In accordance
with the provisions of this Agreement, the Lessor shall lease the Building
to the Lessee, and the Lessee shall lease the Building from the Lessor.
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Article 2 (Purpose)
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The Lessee
shall use the Building only for the purpose specified in Column (4) of
Summary of Lease, and it may not use the Building for any other purposes
unless the Lessee obtains prior written approval from the Lessor.
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Article 3 (Term of
Lease)
| 1. |
The term of
lease shall be as set forth in Column (6) of Summary of Lease and shall be
automatically renewed on 5 year basis unless otherwise notified in writing
by either party at least 6 months prior to the original or any extended
term of the lease.
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| 2. |
Notwithstanding
paragraph 1 above, the Lessee may terminate the lease at any time by
giving 6 months prior written notice.
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Article 4 (Rent)
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In
consideration for the lease, use of the 5 parking lots as set forth in
Column (5) of Summary of Lease and the availability of the cafeteria in
Akita Facility for employees of the Lessee and other valuable
considerations, the Lessee agrees to pay the rent as set forth in Column
(5) of Summary of Lease, and the payment of the monthly rent shall be made
in advance before the end of each month immediately preceding the relevant
month (when the payment day falls on a bank holiday, then on the previous
business day) by means of bank transfer to the bank account designated by
the Lessor. Such bank transfer fees shall be borne by the Lessee.
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Article 5 (Division
of Expenses to Be Borne)
| 1. |
The Lessor
shall be responsible for expenses as listed below:
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| (1) |
Duties and
taxes imposed on the Building and the premises including, but not limited
to, the fixed assets tax and the city planning tax (excluding, however,
those to be charged on facilities or fixtures, etc that the Lessee adds to
the Building and the premises.);
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| (2) |
Water charges;
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| (3) |
Costs and
expenses relevant to repairing works required to maintain and manage the
Building itself and attached facilities (excluding, however, costs and
expenses relevant to repairs and maintenance, replacement or renewal of
fixtures set forth in Article 11);
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| (4) |
Any and all
costs and expenses other than those to be borne by the Lessee as set forth
in the following Paragraph 2;
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| 2. |
The Lessee
shall be responsible for expenses as listed below:
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| (1) |
Electricity
charges, and for this purpose the Lessee shall install a separate meter
for electricity;
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| (2) |
Costs and
expenses relevant to the repairs and maintenance, replacement or renewal
of fixtures set forth in Article 11;
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| (3) |
Costs and
expenses that are determined to be borne by the Lessee through mutual
negotiations between the Lessor and the Lessee; and
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| (4) |
Any and all
consumption tax and local consumption tax relevant to those set forth
above.
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Article 6
(Security Deposit)
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| 1. |
The Lessee
shall furnish the Lessor with a security deposit in the amount set forth
in Column (5) of Summary of Lease
as the initial security deposit prior to the first day of the term of the
lease by means of bank transfer to the Bank Account designated by the
Lessor.
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| 2. |
The handling of
the security deposit set forth in the preceding Paragraph shall be as
follows:
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| (1) |
The security
deposit does not accrue interest.
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| (2) |
During the term
of the lease, the Lessee may not demand to set off its payment obligations
of the rent, or any other liabilities to the Lessor against the security
deposit.
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| (3) |
In the event of
default or liabilities of the Lessee concerning obligations set forth in
this Agreement, including, but not limited to, delayed payment of the
rent, the Lessor may, at any time, after notifying the Lessee thereof,
appropriate a part or the whole of the security deposit for such.
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| (4) |
In accordance
with the Item (3) above, if the Lessor appropriates the security deposit
for the liabilities of the Lessee, the Lessee shall make the security
deposit whole by payment of the shortfall within five (5) business days
after the receipt of notice of appropriation.
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| 3. | Upon termination of this Agreement and after the completion of surrender of the Building by the Lessee pursuant to the provisions of Article 15, the Lessor shall immediately repay the balance of the security deposit after appropriating such to fill unpaid rent, restoration expenses, and any and all liabilities that the Lessee is responsible for and owing to the Lessor under this Agreement up to the completion of surrender. | |
- 2 -
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Article 7 (Care
of Good Manager)
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The Lessee
shall use the Building with the due care of a good manager.
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Article 8
(Cafeteria and Parking Lots)
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During the term
of the lease the Lessor shall furnish the following services:
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| (1) |
Use of and
access to the cafeteria in the Akita Facility by the employees of the
Lessee, and, with a prior notice and approval, visitors and other persons
concerned ; and
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| (2) |
Use of 5
parking lots in the Akita Facility for the employees of the Lessee, and,
with a prior notice and approval, temporary use of the parking space by
visitors and other persons concerned.
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Article 9
(Alternation of Original Conditions)
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The Lessee
shall obtain prior written approval of the Lessor to do the following:
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(1) Creation,
addition, removal, improvement or redecoration, etc. of partitions,
fittings or other fixtures and facilities;
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(2) New construction, addition or
improvement of electrical facilities, plumbing and sanitary facilities,
air-conditioning, gas, telephone and cable broadcasting system, etc.;
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(3) Display or
representation of trade names, trade marks and other marks on entrance
doors, outer walls, windows, etc.;
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(4)
Installation of money safe, and delivery and installation of other heavy
items;
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(5) Replacement
of the key of an entrance door; and
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Article 10
(Cleaning, Etc.)
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| 1. |
Cleaning
services relevant to the Building shall be made by the Lessee at Lessee’s
expenses.
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| 2. |
General waste
and industrial waste resulting from occupancy of the Building shall be
disposed of by the Lessee at its expenses and in its responsibility.
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Article 11
(Repairs)
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| 1. |
If a repair is
or seemingly will be required because of damages or malfunction regarding
the Building and the
furniture and fixtures, and facilities owned by or under management of the
Lessor, the Lessee shall notify the Lessor of the same promptly. Repairs
that the Lessor acknowledges necessary upon the receipt of the notice from
the Lessee shall be carried out by the Lessor at the Lessor’s expenses.
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- 3 -
| 2. |
Notwithstanding
the Paragraph 1 above, the Lessee is responsible for and makes the repairs
of the Building listed below at its expenses, regardless of the amount and
the Lessor shall not bear any responsibility for any such repairs,
monetary or not.
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| (1) |
Repairs
relevant to fittings, lightning appliances, etc. under the ownership of
the Lessee in the Building;
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| (2) |
Small repairs
or normal wear and tear of walls, ceilings, floors, etc. in the Building;
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| (3) |
Repairs of
damages attributable to the Lessee;
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| (4) |
Repairs
regarding fixtures, work pieces or facilities under the ownership of the
Lessee;
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| 3. |
The Lessee
shall cooperate with the Lessor in repairs, improvements or betterment
(including maintenance accompanied by stoppage of power or water supply;
hereinafter the same) of the Building, its facilities, or other
maintenance works, etc. carried out by the Lessor.
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Article 12
(Expenses on Assets under the Ownership of the Lessee)
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The Lessee
shall be responsible for duties and taxes imposed on fixtures, facilities
and other assets that the Lessee owns in the Building (regardless of the
title or name).
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Article 13
(Obligation to Compensate for Damages)
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| 1. |
If the Lessor
or any other third party suffers damage or expense (including those
suffered as a result of a claim from a third party) in connection with
this Agreement due to willful misconduct or negligence of the Lessee or
its agent, employee, subcontractor, visitor or other person concerned, the
Lessee shall immediately notify the Lessor thereof and with respect to the
matters attributable to the Lessee or its agent, employee, subcontractor,
visitor or other party concerned, immediately compensate for any such
damage or expense by restoring the Building to its original status or by
other method at its own cost in accordance with the Lessor’s instructions.
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| 2. |
If the Lessee
or the Lessor fails to pay the amount payable to the other party under
this Agreement or agreements incidental to this Agreement by the date
designated under this Agreement or such agreements, such defaulting party
shall pay to the other the default interest at an annual rate of 14.5%
until the same is paid in full (calculated on a per diem basis of 365 days
per year; any fraction smaller than one (1) yen shall be rounded down).
Provided, however, that neither party shall be automatically excused from
the termination of this Agreement by the other party even if such default
interest is paid.
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Article 14
(Termination of this Agreement)
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| 1. |
If either party
commits a material breach with respect to its obligation to the other
party set forth in this Agreement
(including but not limited to a failure to pay the rent) and does not
rectify such breach or failure within thirty (30) days (or seven (7) days
in the case of monetary obligation) after receiving the written notice
from the other party requiring such breach to be remedied, the other party
may terminate this Agreement upon written notice to the defaulting party.
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- 4 -
| 2. |
The Lessor may
immediately terminate this Agreement without the requirement of any
proceedings such as a notice to the Lessee in the event of any of the
following acts or facts in respect of the Lessee.
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| (1) |
When failing to
pay the rent or other obligations for two (2) months or longer or delaying
the payment several times;
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| (2) |
When being
subject to provisional attachment (xxxx sashiosae), provisional disposition (xxxx shobun), compulsory execution (kyosei shikko), disposition for failure to pay tax
(taino shobun), disposition for the suspension of
business at a bank (ginko torhiki teishi
shobun) or similar
action;
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| (3) |
When a
resolution of dissolution is passed, or a petition for the commencement of
bankruptcy (hasan) proceedings, civil rehabilitation
(minji saisei) proceedings, corporate reorganization
(kaisha kosei) proceedings, special liquidation
(tokubetsu seisan) proceedings or any other similar
proceeding is filed;
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| (4) |
If there is a
fact that causes the social credit to be significantly lost or act that is
contrary to public order and good morals.
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Article 15
(Obligation to Surrender)
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| 1. |
If this
Agreement is terminated in accordance with Articles 14 or for any other
reason, the Lessee shall (1) remove at the Lessee’s cost the fixtures,
works or facilities installed in or added to the Building or changed by
the Lessee and furnishings held or used by the Lessee, (2) remove the
properties installed or added by the Lessor at the request of the Lessee
and deliver them at the Lessee’s cost, and (3) surrender and return the
Building to the Lessor after restoring the Building to its original status
by repairing at the Lessee’s cost any breakage or breakdown or wear or
tear (excluding normal wear and tear) caused due to special use by the
Lessee with respect to the Building, fixtures or facilities.
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| 2. |
If the Lessee
fails to restore the Building to its original status in accordance with
Articles 15.1, the Lessor or a person designated by the Lessor shall
remove the fixtures, facilities and furnishings and repair any breakage or
breakdown or wear or tear caused due to special use by the Lessee with
respect to the Building, fixtures or facilities and the Lessor may request
that the Lessee pay the cost thereof.
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| 3. |
If the Lessee
does not remove its properties in the Building even after this Agreement
is terminated and the Building is
surrendered by the Lessee, the Lessor may, at its discretion, dispose of
such properties considering that the Lessee has assigned such properties
to the Lessor for free. In such case, the Lessor may request that the
Lessee pay the cost for removing such properties. If such properties were
owned by a third party, the Lessee shall indemnify the Lessor for damages
claimed by such third party and any other expenses borne by the Lessor so
long as the Lessor is in good faith and without negligence.
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- 5 -
| 4. |
Upon the
surrender of the Building, the Lessee shall not make any claims against
the Lessor regardless of the reasons or nature of such claims, including
any claim for the reimbursement of the necessary expenses or useful
expenses incurred by the Lessee in connection with the Building,
compensation for moving or removal, or key money. In addition, the Lessee
shall not request that the Lessor purchase fixtures and facilities
installed in the Building at the Lessee’s cost.
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Article 16
(Damages Incurred until Completion of Surrender)
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If the Lessee
fails to surrender the Building upon termination of this Agreement, the
Lessee shall pay to the Lessor damages equivalent to twice the amount of
the rent for the period from the day following the date of termination of
this Agreement to the date of completion of the surrender.
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Article 17
(Entry)
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| 1. |
Unless
otherwise required by law or ordinance, the Lessor shall not enter into
the Building without prior written consent of the Lessee; provided,
however, that the Lessee shall not unreasonably withhold such approval in
case where, in the reasonable judgment of the Lessor, there exists any
dangerous condition causing damage or injury to the Building or neighbors
or neighboring Building. If any damage occurs due to rejection by the
Lessee of such approval, the Lessee shall indemnify from and hold the
Lessor and any third party harmless against any damage suffered thereby.
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| 2. |
If the Lessor
or a person designated by the Lessor enters the Building in accordance
with Article 17.1, the entering party shall keep any trade secret of the
Lessee obtained upon the entry in confidence not only during the term of
this Agreement but also after the termination of this Agreement and shall
not divulge it to a third party.
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Article 18
(Exemption of Liability)
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The Lessor
shall not be liable for any damage incurred by the Lessee due to cause,
such as force majeure, fire, theft, riot, or damage or operation of the
Building, equipment for electricity, water or air conditioning, or other
equipment, unless the Lessor fails to act with the due care of a good manager or commits
willful misconduct or gross negligence.
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- 6 -
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Article 19
(Confidentiality)
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Neither the
Lessor nor the Lessee shall disclose the information about the parties
concerned obtained under or in connection with this Agreement to a third
party unless the disclosure is necessary under the Applicable Laws or upon
request from the governmental authorities or otherwise agreed between the
parties, or shall use it for any other purpose than the purpose of this
Agreement..
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Article 20
(Amendment to this Agreement)
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The provisions
of this Agreement may be amended or modified only with the written consent
of both parties.
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Article 21
(Jurisdiction)
|
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The Lessor and
the Lessee agree that any dispute arising in connection with this
Agreement shall be submitted to the exclusive jurisdiction of the Tokyo
District Court as the court of first instance.
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Article 22
(Good Faith Consultation)
|
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Any doubts in
relation to the interpretation or application of the provisions of this
Agreement or any matters not provided for in this Agreement shall be
resolved upon consultation in good faith between the Lessor and the Lessee
in accordance with the related laws and ordinances and customs.
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Article 22
(Negotiation for the Purchase of the Building)
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The Lessor
hereby grants to the Lessee the first refusal right (the “Option”) to buy
the Building and the underlying land (the “Real Building”) exercisable
during the term of the lease, subject to the terms and conditions
mentioned below:
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| (a) |
The Lessor and
the Lessee shall determine the size of the underlying land and identify
the boundaries of parcel of such land;
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| (b) |
The price for
the Real Building shall be the average market price appraised by two real
Building appraisers practicing in Akita, each one of them appointed by the
Lessor and the Lessee, respectively;
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| (c) |
The Lessor and
the Lessee shall negotiate in good faith the terms and conditions of the
Service Agreement for the use by the Lessee of the cafeteria and the
parking lots in the Akita Facility.
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| (d) |
If the Lessee
and the Lessor agree to the matters mentioned in (a) to (c) above, the
terms and conditions of such sale
and purchase shall be those as may be generally used in the sale and
purchase agreements for real properties for factory use in Akita;
Provided, however, that the Lessee may designate a third party nominated
by the Lessee as the buyer from among Xxxxxx Company.
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- 7 -
IN WITNESS WHEREOF,
the parties caused this Agreement to be signed and sealed in duplicate, and each
party shall retain one copy.
Date:
[ ]
Lessor:
Lessee:
- 8 -
Exhibit 1
Drawing of the Leased
Space
- 9 -
