SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT
(“Sublease”), is made by and between RELIANCE LIFE SCIENCES, INC., a Delaware
corporation having an address at 0 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxxxx 00000 (“Sublandlord”) and PATIENT SAFETY TECHNOLOGIES, INC., a
Delaware corporation having an address at 00000 Xxxxx Xxxx Xxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000 (“Subtenant”).
WITNESSETH:
WHEREAS, Sublandlord’s
predecessor in interest, Ramtech Holdings Inc., entered into that certain Lease
Agreement dated February 5, 2007 (“Main Lease”) with Community Association
Realty, Inc., a predecessor in interest to the current landlord, Cricklewood
Realty Investments, LP (together with its successors and assigns hereinafter
referred to as “Master Landlord”). A copy of the Main Lease, as
amended or otherwise modified, is attached to this Sublease as Exhibit A;
and
WHEREAS, Sublandlord desires
to sublease to Subtenant, and Subtenant desires to sublease from Sublandlord,
the premises leased by Sublandlord pursuant to the Main Lease consisting of
approximately 5,670 square feet located on the first floor of the office
building located a 0 Xxxxxxxx Xxxxx, Xxxxxxx, XX, 00000 and known as Suite 102
(the “Sublease Premises”) upon the terms and conditions set forth in this
Sublease; and
WHEREAS, the Main Lease
requires the consent of Master Landlord to this Sublease.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Sublandlord and Subtenant agree as follows:
1. Sublease Premises.
Subject to the terms hereof, Sublandlord hereby subleases to Subtenant, and
Subtenant hereby accepts and leases from Sublandlord, the approximately 5,670
square feet located on the first floor of the office building located at 0
Xxxxxxxx Xxxxx, Xxxxxxx, XX, 00000 and known as Suite 102 (the “Sublease
Premises”), which Sublease Premises are more specifically shown on the attached
Exhibit
“B”. Subtenant has inspected the Sublease Premises, is
familiar with the condition of same and accepts the Sublease Premises in its
present “AS-IS” condition. Subtenant acknowledges that Sublandlord is not
obligated to make any improvements or do any construction with respect to the
Sublease Premises. Subtenant further acknowledges that Sublandlord
will not be obligated to perform any repairs or maintenance with respect to the
Sublease Premises during the Sublease Term (as hereinafter
defined).
2. Sublease
Term. The term of this Sublease (the “Sublease Term”) shall
commence on the date (the “Sublease Commencement Date”) which is the later to
occur of: (i) January 1, 2010 or (ii) the date Sublandlord and Subtenant receive
Master Landlord’s written consent to this Sublease, and shall expire on April
30, 2013, unless terminated earlier in accordance with the provisions
hereof. Upon the expiration or earlier termination of this Sublease,
Subtenant shal immediately surrender possession of the Sublease Premise vacant,
in good order and repair, normal reasonable wear and tear and damage due to any
casualty for which Subtenant is not responsible to
repair excepted, and as otherwise
required by the terms of the Main Lease.
3. Use. The
Sublease Premises shall be used for general business office purposes and for no
other use whatsoever. Subtenant shall comply with all laws,
ordinances, rules and regulations governing such use, whether the same are
issued by any governmental or quasi-governmental agency, including the for the
health, safety or well-being of the tenants in the Building.
4. Rent. Subtenant
shall pay to Sublandlord base rent (“Base Rent”) in the amount of $11,576.25 per
month for each month of the Sublease Term on or
before the first of each month in advance. Base Rent shall be prorated for
the first month of the Sublease Term if the actual Sublease Commencement Date
does not occur on the first day of a month. The Base Rent set forth
above includes: (a) all Landlord’s Operating Expenses (as defined in the Main
Lease), including but not limited to Landlord’s expenses to operate, service,
and maintain the systems of the Building, the common areas of the Building, and
the grounds, including such items as common area and landscaping maintenance,
snow removal, insurance, waste removal and property management fees, but
specifically excludes any increase in Landlord’s Operating Expenses which are
attributable to: (i) Subtenant’s breach of this Sublease or the terms of the
Master Lease as incorporated herein; (ii) any special or disproportionate use or
manner of use of the Premises, the Building or the Sublease Premises by
Subtenant; or (iii) any special or unique activities conducted in or about the
Premises, the Building or the Sublease Premises by Subtenant or on behalf of
Subtenant; or (iv) the negligence or omissions or intentional acts of Subtenant
or any of Subtenant’s agents, employees, contractors, subcontractors, invitees,
licensees, representatives, guests, officers, directors and partners, including
without limitation, any other person or entity hired by Subtenant to perform
services or deliver goods or materials (collectively, “Subtenant’s Agents”); or
(v) any violation by Subtenant or any of Subtenant’s Agents of any rule or
regulation established by Master Landlord with respect to the Premises, the
Building or the Sublease Premises pursuant to the terms of the Main Lease; or
(vi) any violation by Subtenant, or any of Subtenant’s Agents of any
requirements of the Planned Community Association (as such term is defined in
Main Lease Section 1.(i)), including but not limited to fines imposed for
violations of any declaration or rules and regulations, as well as costs of
repair or replacement of damaged, destroyed or removed common
elements or common element improvements on the Land or Premises; or (vii) any
special assessments, allocations, budget amendments; adjustments or increases
made by the Planned Community Association to or for common expenses, expenses,
costs, fees, fines, late charges, interest, taxes, assessments, dues, legal fees
or other charges which are allocable or chargeable to the Building or the owner
of the Building or (viii) all increases in Taxes and/or all assessments or
impositions levied or assessed against or imposed upon the Premises, the
Building or the Sublease Premises or any part thereof which are attributable to
additions or improvements in, on or about the Sublease Premises made by or on
behalf of Subtenant or which in whole or in part belong to Subtenant; and (b)
Taxes (as such term is defined in the Main Lease). The Base Rent set
forth above shall not include any of the following items for which the Subtenant
will be responsible for paying at all times during the Sublease Term: (a)
electric service, gas, or any other utility service to the Sublease Premises or
electric service, gas, or any other utility service to the HVAC or any other
systems of the Building that serve the Sublease Premises; (b) janitorial
cleaning of the Sublease Premises and removal off-site of any special waste or
an waste other than standard office waste; (c) telephone, cable, internet,
telecommunications, security, and other similar services; and (d) any other
costs, fees, or expenses not included in Landlord’s Operating
Expenses.
Subtenant
shall pay to Sublandlord all other amounts billed by Master Landlord to
Sublandlord pursuant to the Main Lease with the next installment of Base
Rent. Sublandlord agrees to provide copies to Subtenant of invoices
provided to Sublandlord containing the amount owed. Subtenant and
Sublandlord agree that upon written notification from Master Landlord, Subtenant
shall pay such amounts directly to Master Landlord. Subtenant’s
obligation for the payment of all sums owed to Sublandlord under this Sublease
shall survive the expiration or termination of this Sublease or the Main
Lease.
5. Defaults. The
following events shall constitute events of default hereunder:
(a) If
Subtenant shall (i) default in making payment when due of any Base Rent or other
amount payable by Subtenant hereunder and such default shall continue for five
(5) days after the payment due date; or (ii) fail to execute any estoppel
certificate or subordination document within the timeframes set forth herein; or
(iii) default in the observance or performance of any provision of this Sublease
other than those provisions covered by clauses (i) and (ii) of this Section 5(a)
and such default shall continue for ten (10) days after Sublandlord shall have
given notice to Subtenant specifying such default. If any such
default covered by clause (iii) of this Section 5(a) cannot be wholly cured with
due diligence within such period of ten (10) days after Sublandlord’s notice,
Subtenant shall have such longer period as shall be reasonable necessary to cure
the default, so long as Subtenant proceeds promptly to cure the same within such
ten (10) day period, prosecutes the cure to completion with due diligence and
advises Sublandlord from time to time, upon Sublandlord’s request, of the
actions that Subtenant is taking and the progress being made; provided, further,
in no event shall Subtenant have more than thirty (30) days to effect such cure;
or
(b) if
Subtenant shall file a petition in bankruptcy pursuant to the Bankruptcy Act or
under any similar federal or state law, or shall be adjudicated a bankrupt or
become insolvent, or shall commit any act of bankruptcy as defined in any such
law, or shall take any action in furtherance of any of the foregoing;
or
(c) if a
petition or answer shall be filed proposing the adjudication of Subtenant as a
bankrupt pursuant to the Bankruptcy Act or any similar federal or state law, and
(i) Subtenant shall consent to the filing thereof, or (ii) such petition or
answer shall not be discharged or denied within forty-five (45) days after the
filing thereof; or
(d) if a
receiver, trustee or liquidator (or other similar official) of Subtenant or of
all or substantially all of its business or assets or of the estate or interest
of Subtenant in the Sublease Premises shall be appointed and shall not be
discharged within thirty (30) days thereafter or if Subtenant shall consent to
or acquiesce in such appointment; or
(e) if
the estate or interest of Subtenant in the Sublease Premises shall be levied
upon or attached in any proceeding and such process shall not be vacated or
discharged within forty-five (45) days after such levy or attachment;
or
(f) if
Subtenant assigns this Sublease or sublets all or any portion of the Sublease
Premises without complying with all the provisions of this Sublease or the Main
Lease; or
(g) if
Subtenant shall refuse or otherwise fail to execute and deliver to Sublandlord
an estoppel certificate within five (5) days after notice from Sublandlord
requesting such estoppel certificate. Refusal or failure to execute
and deliver requested estoppel certificate shall be an Event of Default
hereunder immediately upon expiration of the five (5) day notice, and the notice
and cure provisions contained in Section 5(a)(ii) do not apply in the case of
Subtenant’s refusal or failure to execute and deliver the estoppel
certificate.
6. Parking. During
the term, Subtenant shall have the right to use all of the twenty eight (28)
unreserved parking spaces which the Main Lease grants Sublandlord the right to
use, at no cost to Subtenant. Sublandlord’s use of such spaces shall
be subject to the terms and conditions of the Main Lease.
7. Signage. Subject
to the terms and conditions of the Main Lease, Subtenant shall have the right to
be named on the identification sign in the first floor lobby at or near the
entrance to the Sublease Premises and to be identified on the existing
lawn-mounted sign near the entrance of the building. Any costs
incurred in connection with Subtenant’s signage shall be borne by
Subtenant. All signage must comply with the terms of the Main
Lease.
8. Assumption of
Obligations. The Main Lease is hereby incorporated in this
Sublease by reference and shall apply as though set forth at length in this
Sublease, with, where applicable, “Sublandlord” being substituted for “Landlord”
and “Subtenant” being substituted for “Tenant”. Subtenant shall
comply with all of the provisions of the Main Lease which are to be observed or
performed during the Sublease Term by the Sublandlord as tenant
thereunder. Between Sublandlord and Subtenant, Sublandlord shall have
all of the rights, privileges and remedies accorded Master Landlord in the Main
Lease and Subtenant shall have with respect to the Sublease Premises all of the
rights, privileges, remedies and duties accorded tenant in the Main Lease,
subject to paragraph 9 below. Notwithstanding the foregoing, the
following provisions of the Main Lease shall be deleted in their entirety from
this Sublease: Paragraphs 2.2, 2.3,
2.4, 2.5, 3.1, 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 9.2, 13.1, 14.1, 14.2, 14.3, 14.4, 14.5, 14.6,
14.7,
14.10, 14.11, 14.12, 17.1, 21.1, 21.2, 21.3, 22.2, 24, 25, 27.1, 27.2,
28.4, 28.5 and Exhibit B. In the
event of any conflict between the terms of this Sublease and the Main Lease,
this Sublease shall control the relationship between Sublandlord and
Subtenant. Sublandlord and Subtenant agree that all services to be
provided by, and all obligations of, Master Landlord under the Main Lease remain
the obligations of Master Landlord and the only obligation of Sublandlord to
Subtenant with respect thereto under this Sublease is to use commercially
reasonable efforts, after receipt of written notice from Subtenant and at
Subtenant’s sole cost and expense, to cause Master Landlord to perform its
obligations thereunder. Sublandlord shall not be liable to Subtenant
for the failure to perform any of Master Landlord’s obligations under the Main
Lease, or for Master Landlord’s failure to perform such
obligations. Sublandlord does assign to Subtenant Sublandlord’s
rights to enforce Master Landlord’s obligations under the Main Lease, and will
make commercially reasonable efforts, after receipt of written notice from
Subtenant and at Subtenant’s sole cost and expense, and to cooperate with
Subtenant in enforcing the same.
9. No Enlargement of
Rights. To the extent Sublandlord is granted in the Main Lease
or otherwise any rights to extend the term of the Main Lease or to expand the
Sublease Premises pursuant to a renewal option, expansion option, right of first
refusal or otherwise, the same are not included in this Sublease and do not pass
to Subtenant and shall remain the right of Sublandlord.
10. Subordination and
Attornment. This Sublease and all of Subtenant’s rights
hereunder are and shall remain in all respects subject and subordinate to: (i)
all of the terms, conditions and provisions of the Main Lease (as same may be
modified or amended); and (ii) any and all matters to which the tenancy of
Sublandlord, as tenant under the Main Lease, is or may be
subordinate. The foregoing provisions shall be self-operative and no
further instrument of subordination shall be necessary to effectuate such
provisions. In the event Subtenant, Master Landlord or any lender or
ground lessor desires a confirmation of the foregoing subordination, Subtenant
agrees to execute a subordination document within five (5) business days of
receipt of written request for same. In the event of a
cancellation or termination of the Main Lease prior to the expiration date
thereof and prior to the expiration date of this Sublease, or in the event of
the surrender, whether voluntary, involuntary or by operation of law, of the
Main Lease, Subtenant shall, at the option of Master Landlord, make full and
complete attornment to Master Landlord for the balance of the Sublease Term upon
the terms and conditions of the Sublease. Sublandlord covenants not
to voluntarily terminate the Main Lease or to agree to any modification to same
that would materially affect Subtenant’s rights hereunder or increase
Subtenant’s monetary obligations. To the extent of any conflict
between the terms of this Sublease and the terms of the Main Lease, Master
Landlord shall be bound only to extent of the terms of the Main
Lease.
11. Estoppel
Certificates. Subtenant will at any time and from time to time
upon not less than five (5) business days’ prior notice from Sublandlord
execute, acknowledge and deliver to Sublandlord a statement certifying that this
Sublease is unmodified and in full force and effect or if there have been
modifications, stating such modifications, and the dates to which Base Rent and
all other amounts payable hereunder have been paid and whether same has been
paid in advance, and stating that Subtenant is not in default of its obligations
hereunder and whether or not to the best knowledge of the signer of such certificate
if Sublandlord is in default of its obligations hereunder and, if so, specifying
such default. It is intended that any such statement may be relied
upon by Master Landlord, Sublandlord, or any prospective purchaser or lender of
either.
12. Insurance. During
the Sublease Term, Subtenant shall, at its own cost and expense, for the benefit
and protection of Subtenant, Sublandlord and Master Landlord, maintain the
insurance required by the Main Lease in accordance with the terms and provisions
of the Main Lease and naming Master Landlord, Sublandlord and any
mortgagee holding a lien on the Building as additional insureds.
13. Limitation of
Liability. Notwithstanding any provisions of the Main Lease or
this Sublease to the contrary, neither Master Landlord nor Sublandlord nor their
officers, directors, employees, or agents shall be liable to Subtenant, or any
of its agents, employees, servants, or invitees, for any damage to persons or
property due to the condition or design or any defect in the Building or
mechanical systems, which may exist or subsequently occur; and Subtenant with
respect to itself and its agents, employees, servants, and invitees, hereby
expressly assumes all risk and damage to persons and property, either proximate
or remote, by reason of the present or future condition of the Sublease Premises
or the Building. Additionally, Sublandlord and Subtenant each hereby
waive any and all rights or recovery, claim, action or cross action, against the
other and against Master Landlord, its agents, directors, officers, and
employees, for loss or damage that may occur to the Sublease Premises, or any
improvements therein, or the Building, or any personal property of such party
therein, by reason of any cause other than the gross negligence or willful
misconduct of the parties.
14. Holdover. If
Subtenant should holdover at the Sublease Premises after the expiration of the
Sublease Term or after the earlier termination of the Main Lease or this
Sublease, such holdover shall not extend or renew the term of this Sublease, Subtenant shall be deemed a tenant at
sufferance and the amount to be
charged by the Sublandlord to the Subtenant for the period of holdover shall be
one hundred fifty percent (150%) of Base Rent and
all other amounts payable hereunder. Subtenant shall indemnify, defend
and hold Sublandlord harmless from and
against any and all claims, losses,
damages or expenses incurred by Sublandlord as a result of Subtenant’s holding
over. , including without limitation any amounts charged to
Sublandlord by Master Landlord. Nothing contained in this Sublease
shall be construed as consent by Sublandlord to the occupancy or possession by
Subtenant of the Subleased Premises beyond the expiration or earlier termination
of the Sublease Term, and Sublandlord, upon the expiration or earlier
termination of the Sublease Term, shall be entitled to the benefit of all legal
remedies that now may be in force or may be hereafter enacted relating to the
immediate repossession of the Subleased Premises. The provisions of
this Section 14 (including without limitation Subtenant’s indemnification obligations) shall survive the expiration or sooner
termination of this Sublease.
15. Assignment and
Subletting. Subtenant shall not sell or assign any portion or
all of this Sublease or resublet the Sublease Premises, in whole or in part,
without obtaining the express prior written consent of Sublandlord (which
consent shall not be unreasonably withheld, conditioned or delayed) and Master
Landlord in each instance. Further, this Sublease shall not be
assigned by operation of law. Any such attempted sublease or
assignment without the prior written consent of Sublandlord and Master Landlord
shall be null and void and of no force or effect. If Sublandlord and
Master Landlord give their consent to any sublease or assignment of this
Sublease or of any interest in this Sublease, neither shall thereby be barred
from later refusing to consent to any further sublease or
assignment. Any assignment or sublease must comply with the terms and
provisions of the Main Lease and Master Landlord
shall have all the rights reserved to Master Landlord as set forth in
the Lease. Each of the following
events shall be deemed to constitute and assignment of this Sublease and shall
require the prior written consent of Master Landlord and Sublandlord: (a) any
assignment or transfer by operation of law; (b) any involuntary assignment or
transfer of this Lease in connection with bankruptcy, insolvency, receivership,
or similar proceeding; or (c) any assignment or sublease to another person or
entity to which substantially all of Subtenant’s assets are transferred; or (d)
any assignment, transfer, disposition, sale or issuance of an interest or
interests in Subtenant (whether stock, partnership interest or otherwise) to any
person or entity, whether in a single transaction or in a series of related or
unrelated transactions, which results in such person or entity holding a
controlling interest in Subtenant. For purposes of this section 15, a
“controlling interest” of Subtenant shall mean 50% or more of the aggregate
issued and outstanding equitable interests (whether stock, partnership interests
or otherwise) of Subtenant or the ability to direct the affairs of
Subtenant. For purposes of this Sublease, Section 14.7 of the Main
Lease shall not be incorporated herein. Subtenant shall reimburse Sublandlord for all fees,
costs and expenses (including reasonable attorneys’ fees) charged to Sublandlord
by Master Landlord in connection with any proposed assignment of this Sublease
or any sublease of the Subleased Premises or for any other work or thing done in
the Subleased Premises by Subtenant as well as any fees, costs and expenses
(including reasonable attorneys’ fees) incurred by Sublandlord in connection
with any of the foregoing. Any assignment of the Sublease by
Subtenant or sublease of the Subleased Premises shall not relieve Subtenant of
its obligations hereunder.
16. Alterations. Subtenant
shall have no right to make any additions, alterations or changes to the
Sublease Premises without the express prior written consent of (i) Sublandlord
in each instance, which consent shall not be unreasonably withheld or delayed
and (ii) Master Landlord, as required under the Main Lease. All work
shall be carried out in accordance with the terms of the Main Lease, the terms
of which are incorporated herein by reference.
17. Indemnification. Except
to the extent arising from the gross negligence or willful misconduct of
Sublandlord or its directors, employees and authorized agents, Subtenant hereby
indemnifies, and shall pay, defend, protect and hold Sublandlord harmless from
and against all liabilities, losses, claims, suits, demands, costs, expenses
(including reasonable attorneys’ fees and the costs of enforcing this indemnity)
arising, or alleged to arise, from or in connection with: (a) any injury to, or
death of, any person or loss or damage to property on or about the Sublease
Premises arising from or connected with the possession, use, occupation,
management or maintenance of the Sublease Premises; (b) any violation of this
Sublease (including the terms of the Main Lease
which are incorporated herein) or of
any legal or insurance requirement; (c) any violation of any requirement of any
Planned Community Association; or (d) any act or omission of Subtenant or
Subtenant’s agent. Subtenant will resist and
defend any action, suit or proceeding brought against Sublandlord by reason of
any such occurrence by independent counsel selected by Subtenant and reasonably
acceptable to Sublandlord. The obligations of Subtenant under this
Section 17 shall survive the expiration or termination of this
Sublease.
18. Casualty. If
the Sublease Premises or the Building are damaged or destroyed by fire or other
casualty, Sublandlord shall have no obligation to rebuild or restore the
Sublease Premises, and no liability whatsoever for loss of this Sublease should
Master Landlord elect not to rebuild or restore the Sublease Premises or any
part of the Building, or for loss of life, or injury to persons or property or
for lost profits. The rebuilding or restoration of the Sublease
Premises and any abatement of rent, if any, shall be determined in accordance
with the terms and provisions of the Main Lease.
19. Eminent
Domain. In the event that the Main Lease is terminated
pursuant to the terms of Article 16 of the Main Lease, the Sublease Term shall
terminate at the time that the Main Lease terminates.
20. Master Landlord’s
Consent. This Sublease is subject to the prior written consent
of Master Landlord and will not be effective until such consent is
received.
21. No
Default. Sublandlord represents and warrants to Subtenant that
Sublandlord is not in monetary default under the Main Lease and has no knowledge
that any non-monetary default thereunder exists.
22. Brokerage. Both
parties represent and warrant that neither it nor its officers or agents nor
anyone on its behalf has dealt with any real estate broker in the negotiation or
making of this Sublease other than Princeton Real Estate Group, LLC, doing
business as Xxxxxxxxx Sotheby’s International Realty. Both parties
agrees to indemnify and hold the other harmless from the claims or claims of any
other broker or brokers claiming to have shown or interested Subtenant in the
Sublease Premises or claiming to have caused Subtenant to enter into this
Sublease.
23. Security
Deposit: Upon execution of this Sublease, Subtenant shall pay
to Sublandlord the amount of $23,152.20 (the “Security Deposit”) as security for
Subtenant’s performance of all of Subtenant’s covenants and obligations under
this Sublease; provided, however, that the Security Deposit is not an advance
rent deposit or an advance payment of any other kind, nor a measure of
Sublandlord’s damages upon Subtenant’s default. Sublandlord shall not
be required to segregate the Security Deposit from its other funds and no
interest shall accrue or be payable to Subtenant with respect
thereto. Sublandlord may (but shall not be required to) use the
Security Deposit or any portion thereof to cure any event of default or to
compensate Sublandlord for any damage Sublandlord incurs as a result of
Subtenant’s failure to perform any of its covenants or obligations hereunder, it
being understood that any use of the Security Deposit shall not constitute a bar
or defense to any of Sublandlord’s remedies under this Sublease or at
law. In such event and upon written notice from Sublandlord to
Subtenant specifying the amount of the Security Deposit so utilized by
Sublandlord and the particular purpose for which such amount was applied,
Subtenant shall immediately deposit with Sublandlord an amount sufficient to
return the Security Deposit to an amount equal to the amount required
hereunder. Subtenant’s failure to make such payment to Sublandlord
within ten (10) Business Days of Sublandlord’s notice shall constitute an
immediate event of default. If Subtenant is not in default at the
expiration or termination of this Lease, Sublandlord shall return to Subtenant
the Security Deposit or the balance thereof then held by Sublandlord; provided,
however, that in no event shall any such return be construed as an admission by
Sublandlord that Subtenant has performed all of its covenants and obligations
hereunder.
24. Notices. Any
notice required or permitted to be given hereunder by one party to the other
shall be deemed to be given when personally delivered or mailed, postage prepaid
by certified, registered or overnight mail, addressed to the respective party to
whom notice is intended to be given at the following address:
If
to Sublandlord;
|
Reliance Life Sciences,
Inc.
|
|
0 Xxxxxxxx
Xxxxx
|
|
Xxxxx
000
|
|
Xxxxxxx,
XX 00000
|
|
With
a copy to:
|
Drinker
Xxxxxx & Xxxxx LLP
|
|
000
Xxxxxxx Xxxx Xxxx
|
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Xxxxxxxxx,
Xxx Xxxxxx 00000
|
|
Attention:
Xxxxx X. Xxxxxxx, Esq.
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|
If
to Subtenant;
|
|
0000
Xxxxx Xxxx Xxxxx
|
|
Xxxxx
000
|
|
Xxxxxxxx,
XX 00000
|
|
Attn:
Xxxx Xxxx, CFO
|
|
With
a copy to:
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Xxxx
Xxxxx LLP
|
|
000
Xxxxxx Xxxxxx
|
|
Xxxxx
0000
|
|
Xxx
Xxxxxxxxx, XX 00000
|
|
Attention:
Xxxxxx X. Xxxxxx, Esq.
|
25. Personal
Property. Subtenant shall have the right at any time during
the Sublease Term to remove any of its personal property or trade fixtures from
the Sublease Premises and Sublandlord waives any right to any security interest
in the same. Any personal property or trade fixtures left in the
Sublease Premises after the expiration or earlier termination of the Sublease
Term shall be deemed abandoned and may be disposed of by Sublandlord in its sole
and absolute discretion. Any costs or damages incurred by Sublandlord
in the removal or storage of such property shall be reimbursed by Subtenant
immediately upon demand. Subtenant’s obligations pursuant to this
Section 25 shall survive the expiration or sooner termination of this
Sublease.
26. Permits, Etc. At all times during the
Sublease Term, Subtenant shall maintain all permits, licenses and
authorizations required in connection with Subtenant’s business at the Subleased
Premises or any work performed by or on behalf of
Subtenant. Subtenant shall deliver a copy of same to Sublandlord upon
request.
27. Planned Community
Association. Subtenant hereby consent to the conversion of the
ownership of the Land into a Planned Community Association and agrees to execute
and deliver within five (5) business days of request any and all documents
requested by Master Landlord to be executed with respect to the formation of the
Planned Community Association.
28. Miscellaneous. Except
as otherwise expressly set forth herein, all defined terms contained herein
shall have the same meanings given to such terms in the Main
Lease. This Sublease shall be governed by the laws of the State of
Pennsylvania, and in the event any legal action is filed to enforce this
Sublease, the prevailing party shall be entitled to recover reasonable
attorney’s fees, court costs, and other expenses incidental and necessary to the
enforcement of the Sublease. Time is of the essence with respect to
each party’s performance of its obligations hereunder. This Sublease
represents the entire agreement between the parties and may not be modified or
amended unless in writing and signed by the party to be bound
thereby. The headings used herein are for ease of reference only and
do not define or limit any of the provisions of this Sublease. This
Sublease may be executed in one or more counterparts, and when taken together
shall constitute one and the same.
IN WITNESS WHEREOF, the
parties have executed this Sublease as of the date first above
written.
WITNESSES:
|
SUBLANDLORD:
RELIANCE
LIFE SCIENCES, INC.,
|
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a
Delaware Corporation
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By:
|
|
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Name
|
||||
Title
|
||||
EXHIBITS
Exhibit
“A” – Main Lease
Exhibit
“B” – Sublease Premises
Master
Landlord hereby consents to the foregoing Sublease. Such consent does
not release Sublandlord of any liability under the Main Lease or modify
Sublandlord’s obligations under the Main Lease, nor shall such consent be deemed
to modify the rights or obligations of Master Landlord under the Main
Lease.
CRICKLEWOOD REALTY INVESTMENTS, LP | ||
WITNESS: | ||
By:_______________________________ | ||
____________________________ | ||
Name (print):________________________ | ||
Title (print):_________________________ |
EXHIBIT
A
MAIN
LEASE
EXHIBIT
B
SUBLEASE
PREMISES