Exhibit 10.94
LEASE AGREEMENT
The effective date of this Lease Agreement shall be March ____, 2001, by
and between WTN Realty Trust, Xxxxxxx X. Xxxxxxxxx, Trustee, with a mailing
address of P. O. Xxx 0000, Xxxxx, Xxx Xxxxxxxxx, hereinafter referred to as
"LESSOR", and Xxxxxxxx Technologies of Georgia, Inc. existing under the laws of
the State of Georgia, with a principal business address of 000 X Xxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000 hereinafter referred to as "LESSEE".
RECITALS
Lessor is the sole owner of the premises described below, and desires to
lease the premises to a suitable Lessee for business purposes.
Lessee desires to lease the premises for the purpose of conducting a
business of Xxxxxxxx Technologies of Georgia, Inc.
The parties desire to enter a lease agreement defining their rights,
duties, and liabilities relating to the premises.
In consideration of the matters described above and of the mutual benefits
and obligations set forth in this agreement, the parties agree as follows:
SECTION ONE
SUBJECT AND PURPOSE
Lessor leases the building fixtures and land located at 000 Xxxxxxxx
Xxxxxx, Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxx, as more particularly described on
Exhibit A, to Lessee for Lessee's use to conduct the business of Xxxxxxxx
Technologies of Georgia, Inc. as presently conducted and for other lawful
purposes.
SECTION TWO
TERM OF LEASE
This lease shall be in effect for an initial period of twenty (20) years,
beginning March ____, 2001 and ending March ___, 2021. As used in this lease
agreement, the expression "term of this lease agreement" refers to the initial
term and any renewal of the lease agreement as provided below.
SECTION THREE
RENT
LESSEE shall pay to LESSOR, as rent as follows:
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Lessee shall pay Lessor for the use and occupancy of the demised premises,
at the annual rate rental of $211,700.00, payable in equal monthly installments
in advance on the first day of each month for that month's rental, beginning on
April 1, 2001, which rental rate shall continue for five (5) years from such
date. The amount of the rental is then to be increased by five (5%) percent,
beginning on April 1, 2006, which rental rate shall continue for five (5) years
from such date. The amount of the rental is then to be increased by five (5%)
percent over the amount last due, beginning on April 1, 2011, which rental rate
shall continue for five (5) years from such date. The amount of the rental is
then to be increased by five (5%) percent over the amount last due, beginning on
April 1, 2016, which rental rate shall continue for five (5) years from such
date to the maturity date of the initial term of this lease agreement.
There shall be a fifteen (15% APR) percent late charge for any monthly
rental payment which is over seven (7) days late.
All rental payments shall be made to Lessor at the address specified
above, or at such other place as the Lessor may designate in writing, by
electronic deposit to the Andover Bank in an account to be designated at
closing.
Lessee shall pay the rent as specified in this section and in Section
Four, below.
SECTION FOUR
ADDITIONAL RENT
All taxes, charges, costs, and expenses that Lessee assumes or agrees to
pay under this lease agreement, together with all interest and penalties that
may accrue in the event of the failure of Lessee to pay those items, and all
other damages, costs, expenses, and sums that Lessor may suffer or incur, or
that may become due, by reason of any default of Lessee or failure by Lessee to
comply with the terms and conditions of this lease agreement shall be deemed to
be additional rent, and in the event of nonpayment, Lessor shall have all the
rights and remedies as provided in this lease agreement for failure to pay rent.
SECTION FIVE
ALTERATIONS, ADDITIONS, AND IMPROVEMENTS
Subject to the limitation that no substantial portion of the building on
the demised premises shall be demolished or removed by Lessee without the prior,
express, and written
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consent of Lessor, and, if necessary, or any mortgagee, Lessee may at any time
during the lease term, subject to the conditions set forth below and at its own
expense, make any alterations, additions or improvements in and to the demised
premises and the building. Alterations shall be performed in a satisfactory
manner and shall not weaken or impair the structural strength, or lessen the
value, of the building on the demised premises, or change the purposes for which
the building, or any part of the building, may be used.
Conditions with respect to alterations, additions, or improvements are as
follows:
1. Before commencement of any work, all plans and specifications shall be
filed with and approved by all governmental departments or authorities having
jurisdiction and any public utility company having an interest in such matters,
and all work shall be done in accordance with the requirements of local
regulations. The plans and specifications for any alterations estimated to cost
$25,000.00 or more shall be submitted to Lessor for written approval prior to
commencing work.
2. Prior to commencement of any work Lessee shall pay the amount of any
increase in premiums on insurance policies provided for in this lease agreement
because of endorsements to be made covering the risk during the course of work.
All alterations, additions, and improvements on or in the demised premises at
the commencement of the term, and which may be erected or installed during the
term, shall become a part of the demised premises and the sole property of
Lessor, except that all moveable trade fixtures installed by Lessee shall be and
remain the property of Lessee.
SECTION SIX
REPAIRS
Lessee shall, at all times during the term of this lease agreement and at
its own cost and expenses, repair, replace, and maintain in a good, safe, and
substantial operating condition, all buildings and any improvements, additions,
and alterations to such buildings, on the demised premises, and shall use all
reasonable precaution to prevent waste, damage, or injury to the demised
premises.
SECTION SEVEN
TAXES
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Lessee shall pay on or before the last day on which payment may be made
without penalty or interest, all taxes, assessments, or other governmental
charges that shall or may during the lease term be imposed on, or arise in
connection with the use of, the demised premises or any part of the demised
premises.
Lessee shall pay all taxes assessed in lieu of or in addition to the above
under all present or future laws of all governmental authorities.
Lessee shall have the right to apply for the conversion of any special
assessment for local improvements in order to cause them to be payable in
installments. On the conversion, Lessee shall be obligated to pay only those
installments that may become due during the term of this lease agreement.
Lessee shall within 14 days after the time provided for the payment of any
tax or other governmental charge by Lessee, produce and exhibit to Lessor
satisfactory evidence of the payment.
Lessor shall have the right to apply for tax abatements and shall be
entitled to receive the benefit of tax abatements and rebates. Lessor agrees to
cooperate with Lessor in any such abatement application and proceeding, at
Lessor's expense.
It is the intention of the parties that the rent specified in this lease
agreement is net rental, and Lessor shall receive such rent free from all taxes
that are made payable by Lessee.
SECTION EIGHT
UTILITIES
All applications and connections for necessary utility services on the
demised premises shall be made in the name of Lessee only. Lessee shall be sole
liable for utility charges as they become due, including, but not limited to,
those for sewer, water, gas, electricity, and telephone services.
SECTION NINE
SECURITY DEPOSIT
Lessor shall deposit with Lessee an amount of $52,925.00, equal to three
months rent, which amount shall be held in escrow by Lessor in an interest
bearing account for the benefit of the Lessor and Lessee as their interests may
appear as security for the full and timely performance by Lessee of the terms
and conditions of this lease agreement and for the payment of any
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final judgment that may be rendered against Lessee for a breach of those terms
and conditions. Security deposit shall be returned to Lessee at termination of
this Lease providing that the premises is returned in an appropriate condition.
SECTION TEN
INSURANCE
During the term of this lease agreement and for any further time that
Lessee shall hold the demised premises, Lessee shall obtain and maintain at its
expense insurance on the premises in the amount of $2,000,000.00 with a
$5,000.00 deductible. Lessee shall also maintain a business disruption policy in
the amount of $500,000.00.
Lessee shall provide and keep in force other insurance in amounts that may
from time to time be required by Lessor against other insurable hazards as are
commonly insured against for the type of business activity that Lessee will
conduct.
All insurance provided by Lessee as required by this section shall be
carried in favor of Lessor and Lessee as their respective interests may appear.
In the case of insurance against damage to the demised premises by fire or other
casualty, the policy shall provide that loss, if any, shall be adjusted with and
be payable to Lessor. If requested by Lessor, any insurance against fire or
other casualty shall provide that loss shall be payable to the holder under a
standard mortgage clause. Rent insurance and use and occupancy insurance may be
carried in favor of Lessee, but Lessee, by executing this lease, assigns the
proceeds to Lessor to be held by Lessor as security for the payment of the rent
and any additional rent under this lease agreement until restoration of the
premises. Al insurance shall be written with responsible companies that Lessor
shall approve, and the policies shall be held by Lessor. All policies shall
require 15 days' notice by registered mail to Lessor of any cancellation or
change affecting any interest of Lessor.
Notwithstanding the forgoing, Lessee and Lessor each releases each other
and waives its entire right of recovery against the other for loss or damage
caused by the perils covered by the insurance set forth in this provision and
extended coverage that occur in, on, or about the demised premises, whether
caused by the negligence of either party, their agents, employees or otherwise.
Each party shall obtain from its insurer or insurers provisions permitting
waiver of any claim against the other party for loss or damage within the scope
of the above specified insurance.
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SECTION ELEVEN
UNLAWFUL OR DANGEROUS ACTIVITY
Lessee shall neither use nor occupy the demised premises or any part of
the demised premises for any unlawful, business purpose nor operate or conduct
its business in a manner constituting a nuisance of any kind. Lessee shall
immediately, on discovery of any unlawful, , or use constituting a nuisance take
action to halt such activity.
SECTION TWELVE
INDEMNITY
Lessee shall indemnify Lessor against any and all expenses, liabilities,
and claims of every kind, including reasonable counsel fees, by or on behalf of
any person or entity arising out of either: (1) a failure by Lessee to perform
any o the terms or conditions of this lease agreement; (2) any injury or damage
happening on or about the demised premises; (3) failure to comply with any law
of any governmental authority; or (4) any mechanic's lien or security interest
filed against the demised premises or equipment, materials, or alterations of
buildings or improvements on the demised premises.
SECTION THIRTEEN
DEFAULT OR BREACH
Each of the following events shall constitute a default or breach of this
lease agreement by Lessee:
(1) If Lessee, or any successor or assignee of Lessee while in possession,
shall file a petition in bankruptcy or insolvency of for reorganization under
any bankruptcy act, or shall voluntarily take advantage of any such act by
answer or otherwise, or shall make an assignment for the benefit of creditors.
(2) If involuntary proceedings under any bankruptcy law or insolvency act
shall be instituted against Lessee, or if a receiver or trustee shall be
appointment of all or substantially all of the property of Lessee, and such
proceedings shall not be dismissed or the receivership or trusteeship vacated
within sixty (60) days after the institution or appointment.
(3) If Lessee shall fail to pay Lessor any rent or additional rent when
the rent shall become due and shall not make the payment within fifteen (15)
days after notice by Lessor to Lessee.
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(4) If Lessee shall fail to perform or comply with any of the conditions
of this lease agreement and if the nonperformance shall continue for a period of
fifteen (15) days after notice of nonperformance given by Lessor to Lessee or,
if the performance cannot be reasonably had within fifteen (15) day period,
Lessee shall not in good faith have commenced performance within the fifteen
(15) day period and shall not diligently proceed to completion of performance.
(5) If Lessee shall vacate or abandon the demised premises.
(6) If this lease agreement or the estate of Lessee under this lease
agreement shall be transferred to or shall pass to or devolve on any other
person or party, except in the manner permitted in this lease.
SECTION FOURTEEN
EFFECT OF DEFAULT
In the event of any default under this lease agreement, as set forth in
Section Thirteen, the rights of Lessor shall be as follows:
(1) Lessor shall have the right to cancel and terminate this lease
agreement, as well as all of the right, title, and interest of Lessee under this
lease agreement, by giving to Lessee not less than fifteen (15) days' notice of
cancellation and termination. On expiration of the time fixed in the notice,
this lease agreement and the right, title and interest of Lessee under this
lease agreement, shall terminate in the same manner and with the same force and
effect, except as to Lessee's liability, as if the date fixed in the notice of
cancellation and termination were the end of the term originally set forth in
this lease agreement.
(2) Lessor may elect, but shall not be obligated, to make any payment
required of Lessee in this lease agreement or comply with any agreement, term or
condition required by this lease agreement to be performed by Lessee. Lessor
shall have the right to enter the demised premises for the purpose of correcting
or remedying any such default and to remain until the default has been corrected
or remedied, but any expenditure for the correction by Lessor shall not be
deemed to waive or release the default of Lessee or the right of Lessor to take
any action as may be otherwise permissible under this lease agreement in case of
any default.
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(3) Lessor may reenter the demised premises immediately and remove the
property and personnel of Lessee, and store the property in a public warehouse
or at a place selecte4d by Lessor, at the expense of Lessee. After reentry
Lessor may terminate the lease on giving fifteen (15) days' written notice of
termination to Lessee. Without the notice, reentry will not terminate this lease
agreement. On termination, Lessor may recover from Lessee all damages
proximately resulting from the breach, including the cost of recovering the
demised premises and the value of the balance of this lease agreement over the
reasonable rental value of the demised premises for the remainder of the lease
term, which sum shall be immediately due Lessor from Lessee.
(4) After reentry, Lessor may relet the demised premises or any part of
the demised premises for any term without terminating this lease agreement, at
the rent and on the terms as Lessor may choose. Lessor may make alterations and
repairs to the demised premises. The duties and liabilities of the parties if
the premises are relet as provided in this section shall be as follows:
(a) In addition to Lessee's liability to Lessor for breach of the lease,
Lessee shall be liable for all expenses of reletting, for the alterations and
repairs made. (b) Lessor shall apply the rent received from reletting the
premises to (1) reduce the indebtedness of Lessee to Lessor under this lease
agreement, not including indebtedness for rent; (2) expenses of reletting and
alterations and repairs made; (3) rent due under this lease agreement; or (4) to
payment of future rent under this lease agreement as it becomes due.
(c) If the new Lessee does not pay a rent installment promptly to Lessor,
and the rent installment has been credited in advance of payment to the
indebtedness of Lessee other than rent, or if rentals from the new Lessee have
been otherwise applied by Lessor as provided for in this section and during any
rent installment period are less than the rent payable for the corresponding
installment period under this lease agreement, Lessee shall pay Lessor the
deficiency, separately for each rent installment deficiency period, and before
the end of that period. Lessor may at any time after a reletting terminate this
lease agreement for the breach of which Lessor has based the reentry and
subsequently relet the demised premises.
SECTION FIFTEEN
SUBORDINATION
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This lease agreement and all rights of Lessee under this lease agreement
shall be subject and subordinate to the lien of any and all mortgages that may
now or in the future affect the demised premises, or any part of the demised
premises, and to any and all renewals, modifications, or extensions of any such
mortgages. Lessee shall on demand execute, acknowledge, and deliver to Lessor,
without expense to Lessor, any and all instruments that may be necessary or
proper to subordinate this lease agreement and all rights in this lease
agreement to the lien of any such mortgage or mortgages. If Lessee shall fail at
any time to execute, acknowledge, and deliver any such subordination instrument,
Lessor, in addition to any other remedies available in consequence of such
failure, may execute, acknowledge, and deliver the subordination instrument as
Lessee's attorney-in-fact and in Lessee's name. Lessee irrevocably makes,
constitutes and appoints Lessor, its successors and assigns its attorney-in fact
for that purpose. The parties agree that Lessor and lessee shall cooperate with
any lenders in obtaining non-disturbance agreements.
SECTION SIXTEEN
ACCESS TO PREMISES; SIGNS POSTED BY LESSOR
Lessee shall permit Lessor or its agents to enter the demised premises at
all reasonable hours with reasonable notice to inspect the premises or make
repairs that Lessee may neglect or refuse to make in accordance with the
provision of this lease agreement, and also to show the premises to prospective
buyers. At any time within one (1) month prior to the expiration of term of this
lease agreement, Lessor may show the demised premises to person wishing to rent
them. Lessee shall, within one (1) month prior to expiration of the term of this
lease agreement, permit the usual notices of "For Rent" and "For Sale" to be
place on the demised premises and to remain on the premises without hindrance
and molestation.
SECTION SEVENTEEN
EASEMENTS, AGREEMENTS, OR ENCUMBRANCES
The parties shall be bound by all existing easements, agreements, and
encumbrances of record relating to the demised premises, and Lessor shall not be
liable to Lessee for any damages resulting from any action taken by a holder of
an interest pursuant to the rights of that holder.
SECTION EIGHTEEN
QUIET ENJOYMENT
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Lessor warrants that Lessee shall be granted peaceable and quiet enjoyment
of the demised premises free from any eviction or interference by Lessor if
Lessee pays the rent and other charges provided in this lease agreement, and
otherwise fully and punctually performs the terms and conditions imposed on
Lessee.
SECTION NINETEEN
LIABILITY OF LESSOR
Lessee shall be in exclusive control and possession of the demised
premises, and Lessor shall not be liable for any injury or damages to any
property or to any person on or about the demised premises or for any injury or
damage to any property of Lessee. The provisions of this lease agreement
permitting Lessor to enter and inspect the demised premises are made to insure
that Lessee is in compliance with the terms and conditions of this lease
agreement and to insure that Lessee makes repairs which Lessee has failed to
make. Lessor shall not be liable to Lessee for any entry on the premises for
inspection purposes.
SECTION TWENTY
RENT ABATEMENT
No abatement, diminution, or reduction of rent shall be claimed or allowed
to Lessee or any person claiming under it under any circumstances, whether for
inconvenience, discomfort, interruption of business, or otherwise, arising from
the making of alterations, improvements, or repairs to the demised premises,
because of any governmental laws, or arising from and during the restoration of
the demised premises after their destruction or damage by fire or other cause,
or the taking or condemnation of a portion only of the demised premises.
SECTION TWENTY ONE
REPRESENTATIONS BY LESSOR
At the commencement of the term, Lessee shall accept the buildings and
improvements and any equipment in their existing condition and state of repair,
and Lessee agrees that no representations, statements, or warranties, express or
implied, have been made by or on behalf of Lessor in respect to the buildings,
improvements and equipment, except as contained in the provisions of this lease
agreement. Lessor shall in no event be liable for any latent defects.
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SECTION TWENTY TWO
WAIVERS
The failure of Lessor to insist on strict performance of any of the terms
and conditions of this lease agreement on a specific instance shall be deemed a
waiver of the rights or remedies that Lessor may have regarding that specific
instance only, and shall not be deemed a waiver of any subsequent breach or
default in any terms and conditions.
SECTION TWENTY THREE
NOTICES
a. All notices, demands, or other writings in this lease agreement
provided to be given or made or sent, or which may be given or made or sent, by
either party to the other, shall be deemed to have been fully given or made or
sent postage prepaid, and address as follows:
To Lessor: WTN Realty Trust
Xxxxxxx X. Xxxxxxxxx, Trustee
P. O. Xxx 0000
Xxxxx, Xxx Xxxxxxxxx 00000
With copy to: Xxxxx X. Xxxxxxxx, Esquire
Xxxxx X. Xxxxxxxx, P.A.
00 Xxxxx Xxxxxx
Xxxxx, Xxx Xxxxxxxxx 00000
To Lessee: Xxxxxxx X. Xxxxx, CFO
Xxxxxxxx Technologies, Inc.
0 Xxxxxxx Xxxx, Xxxxxxxx X
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
b. The address to which any notice, demand, or other writing may be given
or made or sent to any party as above provided may be changed by written notice
given by such party as above provided.
SECTION TWENTY FOUR
ARBITRATION
In a situation where this lease agreement provides for the settlement of a
dispute or question by arbitration, it shall be settled by arbitration in
accordance with the current rules of the American Arbitration Association, and
judgment on the award rendered may be entered in any court having jurisdiction.
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SECTION TWENTY FIVE
ASSIGNMENT, MORTGAGE OR SUBLEASE
Neither Lessee nor its successors or assigns shall assign, mortgage,
pledge, or encumber this lease agreement or sublet the demised premises in whole
or in part, or permit the demised premises to be used or occupied by others, nor
shall this lease agreement be assigned or transferred by operation of law,
without the prior, express, and written consent in writing of Lessor in each
instance. If this lease is assigned or transferred, or if all or any part of the
demised premises is sublet or occupied by anybody other than Lessee, Lessor may,
after default by Lessee, collect rent from the assignee, transferee, subtenant,
or occupant, and apply the net amount collected to the rent reserved in this
lease agreement. However, any such assignment, subletting, occupancy, or
collection shall not be deemed a waiver of any agreement or condition of this
lease agreement, or the acceptance of the assignee, transferee, subtenant or
occupant as Lessee. Lessee shall continue to be liable under this lease
agreement in accordance with hits terms and conditions and shall not be released
from the performance of the terms and conditions of this lease agreement. The
consent by Lessor to an assignment, mortgage, pledge, or transfer shall not be
construed to relieve Lessee from obtaining the express written consent of Lessor
to any future transfer of interest. Lessor shall execute a consent for the
portion of the premises being presently leased to Goodyear. Consent shall not be
unreasonably withheld.
SECTION TWENTY SIX
RIGHT OF FIRST REFUSAL
Lessor grants to Lessee a right of first refusal to purchase the lease
premises and an option to purchase the lease premises on the following terms and
conditions:
If Lessor determines to sell all or any part of the premises, Lessor shall
notify Lessee of the terms on which Lessor will be willing to sell; if Lessee
within thirty (30) days after receipt of Lessor's notice, indicates in writing
its agreement to purchase the premises or that part of the premises, on the
terms stated in Lessor's notice, Lessor shall sell and convey the premises or a
part of the premises, to Lessee on the terms stated in the notice. If Lessee
does not indicate its agreement within thirty (30) days, Lessor thereafter shall
have the right to sell and convey the premises or that part of the premises to a
third party on the same terms stated in the notice. If Lessee agrees, a closing
shall occur within 90 days. If the property is so sold to a third party, then
all rights of
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Lessee under this section shall promptly terminate. If the property is not sold,
then Lessor shall give Lessee the same right to purchase the property on
receiving any subsequent offer from any third party that is acceptable to
Lessor; provided, however, that nothing contained in this section shall in any
way limit the right of Lessor to transfer or convey the demised premises on the
dissolution or termination of Lessor or otherwise, for nominal or no
consideration, and Lessee shall have no right to purchase the property in the
event of such a transfer or conveyance, but the rights set forth in this section
shall survive such a transfer.
In addition, Lessor grants to Lessee a right of first refusal to purchase
the lease premises and an option to purchase the lease premises on the following
terms and conditions:
Lessee shall have the option to purchase the premises from Lessor after
the expiration of twenty four months from Lessor's acquisition of the premises
from Lessee for fair market value. Lessee shall give Lessor sixty (60) days
written notice of its intent to purchase. Fair market value shall be determined
by agreement of the parties. In the event the parties are unable to reach an
agreement, then the Lessor and the Lessee shall each obtain an appraisal from a
licensed appraiser. The parties shall take the average of the two appraisals to
determine fair market value acceptable to Lessor.
SECTION TWENTY SEVEN
OPTION TO RENEW
Upon expiration of the term of this lease agreement, Lessor grants to
Lessee an option to renew this lease agreement for a term of four - 5 year
periods, at an initial increase of 5% over the amount due under the last year of
this lease agreement, and with each of the next 3 five year periods thereafter,
to increase at the rate of 5% over the last year of the previous period, with
all other terms and conditions of the renewal lease to be the same as those in
this lease agreement. To exercise this option, Lessee must give Lessor written
notice of the intention to do so at least ninety days before this lease
agreement expires.
SECTION TWENTY EIGHT
SURRENDER OF POSSESSION
a. Lessee shall, on the last day of the term, or on earlier termination
and forfeiture of this lease agreement, peaceably and quietly surrender an
deliver the demised premises to Lessor free of sub tenancies, including all
buildings,
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additions, and improvements constructed or placed on the demised premises by
Lessee, except moveable trade fixtures, all in the same condition and repair.
Such improvements existed at the commencement of the Lease, reasonable wear and
tear excepted.
b. If Lessor so elects, any trade fixtures or personal property not used
in connection with the operation of the demised premises and belonging to
Lessee, if not removed at the termination or forfeiture of this lease agreement,
shall be deemed abandoned and become the property of Lessor without any payment
or offset for such fixtures or property. At Lessor's election, Lessor may remove
such fixtures or property from the demised premises and store them at the risk
and expense of Lessee.
c. Lessee shall repair and restore all damage to the demised premises
caused by the removal of equipment, trade fixtures, and personal property.
SECTION TWENTY NINE
REMEDIES OF LESSOR
a. In the event of a breach by Lessee of any of the terms or conditions o
this lease agreement, Lessor shall have the right to injunction to restrain
Lessee and the right to invoke any remedy allowed by law or in equity, as if the
specific remedies of indemnity or reimbursement were not provided in this lease
agreement.
b. Except as limited by the express terms hereof, the rights and remedies
given to Lessor in this lease agreement are distinct, separate, and cumulative,
and no one of them, whether or not exercised by Lessor, shall be deemed to be in
exclusion of any of the others in this lease agreement, by law, or by equity
provided.
c. No receipt of money by Lessor from Lessee after default or cancellation
of this lease agreement in any lawful manner shall: (1) reinstate, continue, or
extend the term or affect any notice given to Lessee; (2) operate as a waiver of
the right of Lessor to enforce the payment of rent and additional rent then due
or falling due; or (3) operate as a waiver of the right of Lessor to recover
possession of the demised premises by property suit, action, proceeding, or
other remedy. After: (1) service of notice of termination and forfeiture as
provided in this lease agreement and the expiration of the time specified in
such notice; (2) the commencement of any suit, action, proceeding, or other
remedy; or (3) final order or judgment for possession of the demised
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premises, Lessor may demand, receive, and collect any monies due, without in any
manner affecting such notice, order or judgment. Any and all such monies so
collected shall be deemed to be payment on account of the use and occupation of
the demised premises or at the election of Lessor, on account of the liability
of Lessee under this lease agreement.
SECTION THIRTY
ATTORNEYS FEES
In the event that Lessor files a lawsuit in relation to any breach of this
lease agreement, the Lessee shall pay to Lessor, in addition to all sums that
Lessee may be called on to pay, a reasonable sum for Lessor's attorneys fees.
SECTION THIRTY ONE
ENTIRE AGREEMENT
This lease agreement shall constitute the entire agreement between the
parties. Any prior understanding or representation of any kind preceding the
date of this lease agreement shall not be binding upon either party except to
the extent incorporated in this lease agreement.
SECTION THIRTY TWO
MODIFICATION OF AGREEMENT
Any modification of this lease agreement or additional obligation assumed
by either party in connection with this lease agreement shall be binding only if
evidenced in writing, signed by each party or an authorized representative of
each party.
SECTION THIRTY THREE
BINDING EFFECT
This lease agreement shall bind and inure to the benefit of the respective
heirs, personal representatives, successors, and assigns of the parties.
SECTION THIRTY FOUR
APPLICABLE LAW
This lease agreement shall be governed by and construed in accordance with
the laws of the State of Georgia.
SECTION THIRTY FIVE
TIME OF THE ESSENCE
It is specifically declared that time is of the essence in all provisions
of this lease agreement.
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SECTION THIRTY SIX
AUTHORITY
If Lessee executes this lease agreement as a corporation, each of the
persons executing this lease agreement on behalf of Lessee covenants and
warrants that Lessee is duly a authorized and existing corporation; Lessee has
and is qualified to do business in Georgia; the corporation has full right and
authority to enter into this lease agreement; and each person signing on behalf
of the corporation was authorized to do so.
SECTION THIRTY SEVEN
PARAGRAPH HEADINGS
The titles to the paragraphs of this lease agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify,
or aid in the interpretation of the provision of this lease agreement.
SECTION THIRTY EIGHT
EFFECT OF CONDEMATION
In the event the entire demised premises shall be taken under the power of
eminent domain for public use, then this lease agreement shall then terminate
and Lessee shall be liable for rent up through the date of termination.
SECTION THIRTY NINE
DAMAGE TO PREMISES
If the demised premises, during the term of this lease agreement, or
any renewal of the term, shall be destroyed by fire or other casualty not
resulting from the Lessee's negligence or fault, then Lessor shall be under no
obligation to rebuild the premises, and this lease shall terminate. If the
premises is partially damaged to the extent of 30% or more and substantially
disrupts Lessee's business for a period of 90 days or more, then the parties
shall have the option to terminate the lease. Lessee shall be obligated to pay
all insurance proceeds to Lessor or shall be obligated to repair the premises.
Dated this _______ day of March, 2001.
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LESSEE LESSOR
XXXXXXXX TECHNOLOGIES OF WTN REALTY TRUST
GEORGIA, INC.
BY: /s/ Xxxxxxx X. Xxxxx
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxxx, Trustee
Treasurer
STATE OF MASS.
COUNTY OF ESSEX March 27, 2001
Personally appeared Xxxxxxx X. Xxxxx, who acknowledged himself to be the
Treasurer of Xxxxxxxx Technologies of Georgia, Inc., a Georgia corporation, and
that he, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as officer. Before me,
XXXX XXXXXX
Notary Public
My Commission Expires March 19, 20??
/s/ Xxxx Xxxxxx
---------------------------------
Notary Public
Justice of the Peace
STATE OF MASS.
ESSEX COUNTY March ____, 2001
Personally appeared Xxxxxxx X. Xxxxxxxxx, Trustee of WTN Realty Trust,
known to me or satisfactorily proven to be the person whose name is subscribed
to in the foregoing instrument and acknowledged that he executed the same, as
Trustee, for the purposes contained therein. Before me,
----------------------------------
Notary Public
Justice of the Peace
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