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LEASE AGREEMENT
BETWEEN
REALTY SITES, LANDLORD
AND
TRANSWORLD HOME HEALTHCARE, INC.
TENANT
PREMISES: 00 XXXXXXXX XXXXXX
XXXXX, XXX XXXXXX
DATED: AUGUST 6, 1996
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TABLE OF CONTENTS
PAGE
----
ARTICLE I DEMISED PREMISES .................................. 1
ARTICLE II TERM .............................................. 2
ARTICLE III RENT .............................................. 4
ARTICLE IV USE AND OPERATION OF PREMISES ..................... 4
ARTICLE V ASSIGNMENT AND SUBLETTING ......................... 5
ARTICLE VI PAYMENT OF TAXES AND UTILITIES .................... 6
ARTICLE VII MECHANICS' LIENS .................................. 7
ARTICLE VIII GOVERNING LAW, CUMULATIVE REMEDIES ................ 8
ARTICLE IX INDEMNIFICATION OF LANDLORD AND TENANT.. .......... 8
ARTICLE X REPAIR, REPLACEMENT, MAINTENANCE .................. 9
ARTICLE XI FIRE OR OTHER CASUALTY LOSS ....................... 13
ARTICLE XII INSURANCE ......................................... 14
ARTICLE XIII DEFAULT ........................................... 16
ARTICLE XIV SUBORDINATION ..................................... 18
ARTICLE XV CONDEMNATION ...................................... 19
ARTICLE XVI HOLDING OVER ...................................... 20
ARTICLE XVII EXCULPATORY CLAUSE ................................ 21
ARTICLE XVIII DELAYS IN PERFORMANCE ............................. 21
ARTICLE XIX QUIET ENJOYMENT ................................... 22
ARTICLE XX BROKER ............................................ 22
ARTICLE XXI SIGNS ............................................. 22
ARTICLE XXII IRSA .............................................. 22
ARTICLE XXIII NON-PERFORMANCE BY LANDLORD ....................... 24
ARTICLE XXIV NOTICE ............................................ 25
ARTICLE XXV SECURITY DEPOSIT .................................. 25
ARTICLE XXVI ARBITRATION ....................................... 26
ARTICLE XXVII MISCELLANEOUS ..................................... 27
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TABLE OF SCHEDULES
SCHEDULE A DESCRIPTION
SCHEDULE B WORK TO BE COMPLETED FOR CERTIFICATE OF CONTINUED
OCCUPANCY
SCHEDULE C WORK TO BE PERFORMED BY LANDLORD
SCHEDULE D CERTIFICATE OF CONTINUED OCCUPANCY
SCHEDULE E(1) LETTER OF NON-APPLICABILITY FROM THE DEPARTMENT OF
ENVIRONMENTAL PROTECTION DATED JANUARY 19, 1995,
ISSUED TO PREVIOUS TENANT
SCHEDULE E(2) LETTER OF NON-APPLICABILITY FROM THE DEPARTMENT OF
ENVIRONMENTAL PROTECTION DATED JUNE 4, 1996 ISSUED TO
PREVIOUS TENANT
SCHEDULE F(1) MORTGAGE TO UNITED COUNTIES TRUST COMPANY
SCHEDULE F(2) NOTE TO UNITED COUNTIES TRUST COMPANY
SCHEDULE F(3) EXTENSION AND MODIFICATION AGREEMENT
SCHEDULE G EASEMENT AGREEMENT
SCHEDULE H SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT
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06/03/96 06/27/96
06/04/96 06/28/96
06/25/96 08/05/96
LEASE AGREEMENT
THIS AGREEMENT made this day of August, 1996, between REALTY SITES, a
New Jersey partnership, having an office at 0000 Xxxxxxxxx Xxxxxx, Xxxxx, Xxx
Xxxxxx, 00000, hereinafter referred to as the Landlord, and TRANSWORLD HOME
HEALTHCARE, INC., a corporation of New Jersey, having an office at 00 Xxxxxxxx
Xxxxxx, Xxxxx, Xxx Xxxxxx, 00000, hereinafter referred to as the Tenant;
WHEREAS, the Tenant wishes to lease property owned by the Landlord at 00
Xxxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx; and NOW, THEREFORE, for ONE ($1.00) DOLLAR
and other good and valuable consideration, the parties hereby agree as follows:
ARTICLE I
DEMISED PREMISES
1.01. Upon the terms and conditions hereinafter set forth, and in
consideration of the payment of the rents and prompt performance by the Tenant
of the covenants and agreements, to be kept and performed by the Tenant, the
Landlord does hereby lease, let and demise to the Tenant and the Tenant hereby
leases from the Landlord the following described premises, situate, lying and
being in the Township of Xxxxx, County of Union, State of New Jersey, more
particularly described on Schedule "A" attached hereto together with
non-exclusive rights over the easement area described in the Easement Agreement,
a copy of which is annexed hereto as Schedule "G"; and Landlord represents and
warrants that the Easement Agreement has been signed and shall be simultaneously
recorded herewith, which easement Landlord represents is in full force and
effect.
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ARTICLE II
TERM
2.01. The lease shall commence on August 1, 1996, and end on July 31,
2003.
A. For the seven (7) year term (hereinafter called "Term"), the
following terms and conditions shall apply:
(1) The term of the lease shall be for a period seven (7)
years.
(2) The rent for the term shall be the rental set forth in
Paragraph 3.01.
(3) All terms and conditions of this lease shall be in full
force and effect during the Term.
B. The lease payments shall commence on August 1, 1996,
notwithstanding that the Landlord has not substantially completed the necessary
repairs to the building as required by Schedules B and C, providing that in the
event that the Landlord has not completed the work required by Schedules B and C
by September 15, 1996, the Tenant shall have the right to terminate the contract
upon ten (10) days written notice to the Landlord or else notify the Landlord
that the Tenant will complete the work itself and deduct cost of completion from
the rent, and in the event that the Landlord has not completed the unfinished
work within the ten (10) day period, then the Tenant shall have an additional
five (5) days to determine whether it wishes to terminate the lease or complete
the work and in the event it elects to terminate, the Tenant shall immediately
vacate the building and premises provided that the cause of any delay in
completing Landlord's work is not caused by any actions of the Tenant, its
contractors, agents, employees or any person operating under the direction of
the Tenant. In the event of termination, the Landlord shall return to the Tenant
all rental payments made by the Tenant to the Landlord. Tenant shall not have
the right to terminate in the event the unfinished work is work for which the
Tenant has received credit from the Landlord as permitted in Schedule B.
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C. Prior to the commencement date, Tenant shall be permitted, upon
execution of this lease, to perform any work to the demised premises that it
deems necessary for occupancy including, but not limited to, the work performed
in Schedule C for which it receives a credit from the Landlord. The Tenant's
work shall be performed in a manner which shall cause a minimum of interference
with the performance by the Landlord of the Landlord's work.
2.02. Provided that the Tenant is not in default of any of the terms of
the lease, the Tenant shall have the option to renew the lease for two
additional five (5) year terms upon the same terms and conditions set forth in
this lease, except for the following:
A. FIRST OPTION PERIOD.
(1) For the first five year term, the Tenant shall notify
the Landlord, in writing, one (1) year before the expiration of the term of the
main lease that it intends to exercise the option to renew. Failure to notify
the Landlord, in writing, by the aforementioned date shall terminate the right
of the Tenant to exercise the option.
(2) The yearly rent for the First Option Period shall be the
annual rent required to be paid by the Tenant in the last year of the initial
term of the lease, increased by an amount equal to the percentage increase that
the Consumer Price Index for Urban Wage and Clerical Workers (CPI-W) for June,
1996, bears to the CPI-W for the month of June, 2003.
B. SECOND OPTION PERIOD.
(1) For the Second Option Period, the Tenant shall notify
the Landlord, in writing, one (1) year before the expiration of the First Option
Period that it intends to exercise the option to renew. Failure to notify the
Landlord, in writing, by the aforementioned date shall terminate the right of
the Tenant to exercise the option to renew.
(2) The yearly rent for the Second Option Period shall be
the yearly rent required to be paid in the last
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year of the First Option Period, increased by an amount equal to the percentage
increase that the Consumer Price Index for Urban Wage and Clerical Workers
(CPI-W) for June, 2003, bears to the CPI-W for the month of June, 2008.
ARTICLE III
RENT
3.01. The annual rent for the Term shall be $84,458.55, payable in monthly
installments of $7,038.21.
3.02. All rentals shall be paid monthly on the first day of each month, in
advance. In the event the lease commences on a day other than the first of the
month, then the Tenant shall pay the monthly rent pro-rated for the period
that the Tenant occupies the premises. In the event the lease ends on a day
other than the last day of the month, then the Tenant shall pay the monthly rent
pro-rated for the period that the Tenant occupies the premises.
3.03. All rental payments shall be payable to the Landlord at 0000
Xxxxxxxxx Xxxxxx, X.X. Xxx 000, Xxxxx, Xxx Xxxxxx, 00000, or at such place as
may be designated by the Landlord.
3.04. In the event that any rental payment called for under the terms of
this lease, including Tenant's obligation for taxes, assessments and insurance,
shall be received by Landlord more than fifteen (15) days late, then the Tenant
shall pay a late fee of four (4%) percent of the payment.
ARTICLE IV
USE AND OPERATION OF BUSINESS
4.01. The Tenant may use and occupy the premises for any legal purpose,
including executive offices, nursing offices, a nurse training center, marketing
and warehouse activities in connection with the Tenant's health care business.
4.02. Landlord represents that (1) it owns the demised premises, which
premises is described in the title policy issued by New Jersey
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Realty Title Insurance Company, policy number UB 1234, and (2) that the premises
currently complies with the legal requirements of the Township of Xxxxx for
office and warehouse use and in this respect, the Landlord shall deliver to the
Tenant a Certificate of Continued Occupancy issued by the Building inspector of
the Township of Xxxxx after the performance by the Landlord of any work that may
be required to obtain the Certificate of Continuing Occupancy as set forth on
Schedule B.
4.03. Tenant, at its sole expense, shall comply with all laws, orders and
regulations of federal, state, and municipal authorities, and with any lawful
direction of any public officer, which shall impose any duty upon the Tenant
with respect to the premises, provided that Tenant shall not be obligated to
make any structural repairs unless required as a result of Tenant's particular
use of the premises. The Tenant, at its sole expense, shall obtain all required
licenses or permits for the conduct of its business within the terms of the
lease, or for the making of repairs, alterations, improvements, or additions,
except for the alterations and improvements set forth on Schedule B and C for
which the Landlord shall be responsible for obtaining required licenses or
permits, and the Landlord, where necessary, will join with the Tenant in
applying for all such permits or licenses and shall execute all documents
reasonably required for said purpose. This section shall not be construed to
effect or shift the liability that each party to this lease agreement may have
to other parties.
ARTICLE V
ASSIGNMENT AND SUBLETTING
5.01. Tenant may not sublet or assign all or part of the demised premises
without the written consent of the Landlord, which consent shall not be
unreasonably withheld. Said provision shall not be deemed to prohibit the Tenant
from selling its business to another company providing that (1) the new company
shall execute an agreement agreeing to be bound by the terms of the lease from
and after the date of such agreement; (2) the new company shall have a net worth
of at least $3,000,000 giving effect to the acquisition of Tenant's business,
but
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exclusive of any other good will; and (3) the Tenant shall not be in default of
its lease at the time of the sale.
ARTICLE VI
PAYMENT OF TAXES AND UTILITIES
6.01. The Landlord represents that the following utilities and services
are available to the building: gas, water, electricity, refrigeration and hot
water and that all of the same are separately metered or separately billed by
the appropriate utility to the Tenant. The Tenant shall be responsible for the
cost and expense of the use of these utilities and services from and after the
date that Landlord's work has been completed as certified by Landlord by notice
as set forth above. The Landlord shall not be obligated to provide any services
or these utilities to the premises other than is presently existing unless
otherwise set forth in this Lease.
6.02. From and after the commencement of this lease, the Tenant shall pay,
before any fine, penalty, interest or cost may be added or become due or be
imposed for nonpayment thereof, all taxes, assessments, water and sewer rents,
rates and charges, transit taxes, charges for public utilities, excises, levies,
licenses and permit fees and other governmental charges, general and special,
ordinary and extraordinary, unforeseen and foreseen, of any kind and nature,
whatsoever except for income taxes and estate taxes levied on Lessor, which at
any time during the term of this lease may be assessed, levied, confirmed,
imposed upon, or become due and payable out of or in respect of, or become a
lien on, the demised premises, or any improvements thereon, or any part thereof
or any appurtenance thereto, or otherwise arising out of the rent and income
received by the Tenant from subtenants, any use or occupation of the demised
premises, and such franchises as may be appurtenant to the use of the demised
premises, or any document (to which the Tenant is a party) creating or
transferring an interest or estate in the demised premises. Notwithstanding any
other provision hereof, if any assessments, taxes or other charges to be paid by
the Tenant pursuant to the terms hereof can be paid in installments when due,
said assessments, taxes or
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charges shall be paid in installments and Tenant shall only be required to pay
those installments due during the term hereof. However, the Tenant shall have
the following rights with regard to the said taxes:
A. The Tenant shall have the right to contest real estate and
other taxes and charges in good faith, provided that the Tenant takes such acts
as may be reasonably required to prevent the imposition of a lien against the
demised premises and Tenant shall pay any fees incurred in contesting the taxes.
In the event that Tenant, through its own efforts, receives of a tax refund, the
Tenant shall be entitled to retain the full benefit of such refund to the extent
it represents a refund of the taxes paid by the Tenant.
B. The Landlord shall be required to cooperate in the
prosecution of any such appeal and agrees to execute such documents as the
Lessee may reasonably require in connection therewith.
6.03. For the purposes of this paragraph and the default clause of Article
XIII, the obligation of the Tenant to pay for the obligations set forth in
paragraph 6.02 shall be considered as additional rent.
ARTICLE VII
MECHANICS' LIENS
7.01. The Tenant shall not have the power to subject the interest of the
Landlord in the premises to any mechanics' or materialmen's liens or lien of any
kind. If such lien be claimed or filed as a result of work performed by or at
the request of Tenant (except for work Landlord is required to do under this
lease, it shall be the duty of the Tenant, within thirty (30) days after the
Tenant shall have been given written notice of such claim having been filed to
cause the premises to be released from such claim; and the Tenant covenants and
agrees, within such period of thirty (30) days, so as to cause the premises and
the Landlord's interest therein to be released from the legal effect of such
claim.
7.02. Landlord represents that at the time of commencement of the lease
that there will be no mechanics' or materialmen's lien claim
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filed against the premises and in the event there is, the Landlord shall be
responsible for discharging the same.
ARTICLE VIII
GOVERNING LAW, CUMULATIVE REMEDIES
8.01. All of the rights and remedies of the respective parties shall be
governed by the provisions of this instrument and by the laws of the State of
New Jersey, as such laws relate to the respective rights and duties of landlords
and tenants.
8.02. All rights and remedies accruing to the parties shall be cumulative;
that is, any nondefaulting party hereto may pursue such rights as the law and
this lease affords to him in whatever order said party desires and the law
permits without being compelled to resort to any one remedy in advance of any
other.
ARTICLE IX
INDEMNIFICATION OF LANDLORD AND TENANT
9.01. During the entire term of the lease, the Tenant will indemnify and
save harmless the Landlord against any and all claims, debts, demands, or
obligations which may be made against such other party or against the Landlord
or Landlord's title in the premises, arising out of, or in connection with, any
alleged act or omission of the Tenant or any person claiming under, by, or
through the Tenant; and if it becomes necessary for the Landlord to defend any
action seeking to impose any liability, the Tenant will pay the Landlord all
costs of court and attorneys' fees incurred by Landlord in effecting such
defense in addition to any other such sums which the Landlord may be called upon
to pay by reason of the entry of a judgment against the Landlord in the
litigation in which such claim is asserted. Tenant shall have the right to
defend Landlord at its own cost and expense in any court action pursuant to this
paragraph.
9.02. During the entire term of the lease, the Landlord will indemnify and
save harmless the Tenant against any and all claims, debts, demands, or
obligations which may be made against such other
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party or against the Tenant or Tenant's title in the premises, arising out of,
or in connection with, any alleged act or omission of the Landlord or any person
claiming under, by or through the Landlord; and if it becomes necessary for the
Tenant-to defend any action seeking to impose any liability, Landlord will pay
the Tenant all costs of court and attorneys' fees incurred by Tenant in
effecting such defense in addition to any other such sums which the Tenant may
be called upon to pay by reason of the entry of a judgment against the Tenant in
the litigation in which such claim is asserted. Landlord shall have the right to
defend Tenant at its own cost and expense in any court action pursuant to this
paragraph.
ARTICLE X
REPAIR, REPLACEMENT, MAINTENANCE
10.01. The Landlord represents and agrees that at the commencement of the
lease, the following representations shall be in full force and effect:
A. Subject to any further requirements set forth in Schedules B
and C, that the roof and structure shall be in good condition and that the
plumbing, heating, ventilation, air conditioning and electrical systems shall be
in good working order and repair and Landlord represents and warrants to Tenant
that to Landlord's knowledge, there are no other material defects in the
premises.
B. Subject to any further requirements set forth in Schedules B
and C, that the Landlord will give a one year warranty on the HVAC and the
electrical work if not caused by the acts of the Tenant, its employees or
agents. In addition, Landlord will warrant the workmanship and materials for a
period of one (1) year from the date of commencement of the lease, normal wear
and tear and any damage caused by acts of Tenant, its employees or agents
excepted, the work performed by the Landlord as set forth on Schedule C. In
addition, Landlord will be responsible for all repairs to the HVAC system for
the first year and fifty (50%) of the repairs to the HVAC system for the second
year of the lease.
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C. Landlord represents that the Building Inspector has issued a
Certificate of Continued Occupancy dated June 26, 1996, a copy of which is
attached as Schedule D. Landlord represents that to the best of its knowledge
and belief, it knows of no environmental violation or hazardous materials on the
demised premises and that its knowledge is derived solely from the letters of
non-applicability obtained by the previous tenant on the property from the
Department of Environmental Protection dated January 19, 1995, and updated on
June 4, 1996, copies of which are attached as Schedules E (1) and (2).
D. Landlord shall perform all of the work set forth on Schedules B
and C in a good and workmanlike manner and in accordance with all applicable
laws, rules and regulations, prior to the commencement date of the lease. With
the exception of the work to be performed by the Landlord on Schedules B and C,
and subject to the Landlord's representations and warranties set forth in
subparagraphs A and B above, the Tenant has examined the premises and accepts it
in it present condition and without any representations on the part of the
Landlord or its agents, as to the present or future condition of the demised
premises. In the event Landlord does not complete the work called for in this
paragraph prior to the commencement date, but Tenant, nevertheless, decides to
occupy the building, Landlord shall complete the work called for in this
paragraph within sixty (60) days of the date of occupation of the premises by
Tenant.
10.02. Subject to the second paragraph of this subparagraph 10.02, the
Tenant shall, at all time during the lease term (after Landlord's work has been
completed), at its sole cost and expense, maintain in good repair and in good
and safe condition, all buildings and improvements on the leased property, and
their equipment and appurtenances, both inside and outside, however the
necessity or desirability for repairs may occur, and whether or not necessitated
by wear and tear, obsolescence, or defects (latent or otherwise), ordinary wear
and tear excepted and unless same are by virtue of a breach of Landlord's
representations and warranties hereunder or default by Landlord under this lease
or were caused by the negligence or willful acts of Landlord, its agents,
contractors or employees. The Tenant shall also, at its own expense, maintain in
repair and in good and safe
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condition, and free from dirt, snow, ice, rubbish, and other obstructions or
encumbrances, the sidewalks, parking areas, railings, gutters and curbs in front
of and adjacent to the leased property.
The Tenant shall not be responsible for any structural repairs
or replacements to the building or any repair or replacement of the roof, which
shall be the responsibility of the Landlord unless the damage necessitating the
replacement or repair of the roof or structural items results from any wrongful
activities of the Tenant, its agents, employees or contractors. In this regard,
the Tenant shall not place any equipment on the roof or make any attachments to
the roof without the written consent of the Landlord, which consent shall not be
unreasonably withheld or delayed, and shall not make any repairs or improvements
to the structural items of the demised premises without the written consent of
the Landlord, which consent shall not be unreasonably withheld or delayed. In
addition, the Tenant shall not make any alterations, additions or improvements
to said demised premises for any improvement or alterations in excess of $5,000
without the written consent of the Landlord, which consent shall not be
unreasonably withheld or delayed, except for furniture and both movable and non-
movable trade fixtures installed at the expense of the Tenant.
10.03. For the purposes of this Article X, in determining whether or not
an item that needs to be replaced or repair during the term of this lease is
structural or not, the following criteria shall be followed:
A. An initial determination shall be made by the parties to
determine whether the life of the proposed item that needs to be replaced or
repaired will have a life expectancy, with consideration given to normal wear
and tear, exceeds the term of the lease with options.
B. If the determination is made that the life expectancy is less
than the term of the lease with options, then the Tenant shall have the
responsibility for undertaking the replacement or repair.
C. If the determination is made that the life expectancy exceeds
the term of the lease, then the Landlord shall be responsible for that pro-rated
portion of the cost that exceeds the term of the
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lease and the Tenant shall be responsible for the pro-rated portion of the cost
during the term of the lease.
D. Any determination that is made shall be based on the
expectation that the Tenant shall exercise the two five (5) year options to
renew. In the event that the Tenant does not exercise one or both options, then
the determination as to the responsibility for the cost shall be adjusted to
reflect this situation.
E. In determining whether an item should be repaired or replaced
and the life expectancy of the same, the following criteria shall be used:
(1) Standard construction manuals shall be emloyed.
(2) If the repair or replacement is solely for the use of
the tenant and cannot reasonably used by the Landlord after the termination of
the lease or will be removed by the Tenant at the end of the lease, then the
cost for the same shall be the responsibility of the Tenant.
F. In determining whether the Landlord or Tenant shall
perform the work, the following criteria shall apply:
(1) If the remaining term of the lease, plus options, is
less than one-half of the life expectancy of the item, then the Landlord shall
be responsible for undertaking the repair or replacement and if the remaining
term, plus options, is more than 50% of the life expectancy of the item, the
Tenant shall be responsible for undertaking the repair.
(2) Neither party shall be required to proceed with any
repair or replacement until the other party has deposited its share of its
anticipated cost in escrow in a joint account in both names.
10.04. The Tenant shall quit and surrender the demised premises at the end
of the demised term in as good condition as the reasonable use by the Tenant
will permit, damage by fire or other casualty, act of any governmental
authority, alterations, changes and improvements made thereto and subject to the
provisions of this lease, and ordinary wear and tear excepted. At the
termination of the lease, the Tenant shall remove all non-realty fixtures and
equipment, and both movable and nonmovable trade fixtures installed by Tenant
without damage to the building. However, Tenant shall not be required to remove
the same at
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the expiration of the terms of the lease. Tenant shall, prior to the termination
of the lease, repair in a good and workmanlike manner any and all damage caused
by the aforesaid removal. In the event the Tenant fails to remove the same,
Landlord shall have the option of retaining any or all of the alterations,
additions and improvements, furniture and movable and non-movable trade fixtures
or of removing any or all of the same at the cost and expense of the Tenant.
ARTICLE XI
FIRE OR OTHER CASUALTY LOSS
11.01. In the event of damage to or destruction of the leased property by
fire or other casualty, the Landlord shall promptly restore the leased property,
except as set forth in paragraph 11.02. Landlord shall only be required to use
insurance proceeds received pursuant to the provisions of this lease. Landlord
shall not be required to restore until such time as it receives the insurance
proceeds. , If the Landlord chooses not to proceed until receipt of the
insurance proceeds, and the insurance proceeds are not received within 45 days
of the date of the fire or casualty loss, then and in that event the Tenant
shall have the right to terminate the lease upon fourteen (14) days written
notice to the Landlord and unless the Landlord agrees to immediately undertake
the rebuilding of the premises within the fourteen (14) day period, then and in
that event the lease shall terminate.
11.02. If at any time within two (2) years prior to the end of the lease
term, the leased property is completely destroyed or so damaged by fire or other
casualty covered by insurance as to render it substantially unfit for use as
intended, the Landlord or the Tenant may terminate this lease on notice of at
least ten (10) days and no more than thirty (30) days. Such notice shall be
given within sixty (60) days after the date of such damage or destruction.
11.03. Any disbursement of insurance proceeds by a holder of a mortgage
shall be deemed to have been made by the Landlord. If any holder of a mortgage
shall refuse to disburse any portion of insurance proceeds to which the Tenant
is entitled, for any mortgage presently on
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the premises at the date of execution of this lease, then such funds as may be
required by the mortgagee to be paid to the mortgagee shall be paid by the
Landlord. In the event any mortgage is placed on the premises by Landlord after
the execution of the lease, the Landlord shall insure that the mortgagee agrees
to allow any such funds to be used for the rebuilding of the premises or the
Lessor shall provide an equivalent sum from some other source.
11.04. Except as provided in subparagraph 11.02, if the leased property or
any part thereof that substantially interferes with Tenant's operation shall be
destroyed or damaged, this lease shall remain in full force and effect,
provided, however Tenant's obligation to pay the base rent and additional rent
shall xxxxx unless it is determined that the damage or destruction has been
caused by the negligence of the Tenant, its agents, employees or any party
acting under the authority of the Tenant; and provided further that Tenant has
maintained the rental value insurance described in Paragraph 12.01(d) and the
proceeds from said policy are paid to Landlord.
ARTICLE XII
INSURANCE
12.01. The Tenant shall keep the demised property insured throughout the
term of this lease against the following, provided that said coverage is
currently in force and effect and continues to be available, and provided
further that in no event shall the insurance be less than the amount required
under paragraph 12.02:
(a) BUILDING INSURANCE. Loss or damage by all risks shall be
equal to the full replacement cost of the building (less footings/foundations).
(b) SPRINKLER SYSTEM. Loss or damage from leakage of sprinkler
systems now or hereafter installed in the building on the leased property in an
amount not less than 100% of the then full insurable value.
(c) BOILER. Loss or damage by explosion of steam boilers,
pressure vessels, or similar apparatus, now or hereafter installed in
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the building on the leased property, in such limits as are provided in
subparagraph (a) of this section.
(d) RENTAL VALUE. Loss of rental, under a rental value insurance
policy covering risk of loss due to the occurrence of any of the hazards
described in the preceding subparagraphs in an amount sufficient to prevent the
Landlord from becoming a coinsurer, but in any event, in an amount not less than
80% of the then full annual rental income fixed by this lease, including all
annual rental agreed to be paid by the Tenant hereunder.
(e) LIABILITY. Claims for personal injury or property damage,
under a policy of general public liability insurance, with such limits as may
reasonably be requested by the Landlord from time to time, but not less than
$5,000,000 combined single limit per occurrence.
(f) MORTGAGE REQUIREMENTS. Against such other hazards and in such
amounts as the holder of any mortgage to which this lease is subordinate may
require from time to time if such additional coverage is usually required.
12.02. FULL INSURABLE VALUE. The term "Full Insurable Value" shall mean the
actual replacement cost of the building on the demised premises, less
footings/foundations. The "full insurable value" shall be updated for each
calendar year without a full appraisal, based on the physical changes of the
building since the prior year, along with any change in the cost of living that
will reflect an increase or decrease in the construction cost. In addition, the
Landlord may obtain a full appraisal from an appraiser selected and paid for by
the Landlord and reasonably satisfactory to Tenant, in order to determine any
changes in the "Full Insurable Value", which findings shall be binding upon the
parties.
12.03. POLICIES. All insurance provided for in this lease shall be
effected under enforceable policies issued by insurers of recognized
responsibility licensed to be business in this state and found acceptable by the
Landlord. At least 15 days prior to the expiration date of any policy, the
original renewal policy or certificate for such insurance shall be delivered by
the Tenant to the Landlord. Within 15 days after the premium on any policy shall
become due and payable, the
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Landlord, upon request, shall be furnished with satisfactory evidence of its
payment. If the Tenant fails to pay the insurance premium within 15 days, then
the Landlord shall have the option of paying said amount due and the Tenant
shall reimburse Landlord within 10 days of the Landlord's payment. Any payment
made by the Landlord shall be considered as additional rent.
12.04. BLANKET POLICIES. If the Tenant provides any insurance required by
this lease in the form of a blanket policy, the Tenant shall furnish
satisfactory proof that such a blanket policy complies in all respects with the
provisions of this lease, and that the coverage thereunder is at least equal to
the coverage which would be provided under a separate policy covering only the
leased property. If Tenant, under any policy or insurance required by this
lease, has a deductible or self-insured retention, Tenant is responsible to pay
same.
ARTICLE XIII
DEFAULT
13.01. The Landlord may give the Tenant five (5) days notice of intention
to terminate the lease in any of the following circumstances:
(a) BREACH. If the Tenant shall be in default in the performance
of any covenant of this lease, including the payment of basic rent or additional
rent, and if such default is not cured within fifteen (15) business days for a
non-monetary breach or fifteen (15) consecutive days for a monetary breach after
written notice thereof given by the Landlord; or if such default shall be of
such nature that it cannot be cured completely within such fifteen (15) day
period, if the Tenant shall not have promptly commenced within such fifteen (15)
day period or shall not thereafter proceed with reasonable diligence and in good
faith to remedy such default, provided nothing herein shall be deemed to extend
the time to cure the failure to pay basic rent or additional more than fifteen
(15) days after legal notice.
(b) INSOLVENCY. If the Tenant shall be unable to meet its
obligations as they become due, or shall be adjudicated a bankrupt, make a
general assignment for the benefit of creditors, or take the benefit of the
insolvency act, or if a permanent receiver or trustee in
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bankruptcy shall be appointed for the Tenant's property and such appointment is
not vacated within ninety (90) days. For these purposes the "Tenant" shall mean
the Tenant then in possession of the leased property.
(c) ABANDONMENT. If the leased property is abandoned.
(d) ASSIGNMENT. If this lease shall be assigned or sublet other
than in accordance with the terms of the lease and such default is not cured
within fifteen (15) days after notice.
13.02. If the lease shall be terminated by Landlord pursuant to
subparagraph 13.01, then at the expiration of such period specified therein, the
Landlord, at its option, send a termination notice to Tenant and upon giving of
such notice, this lease shall terminate as completely as if that were the date
fixed for the expiration of the term of this lease, and the Tenant shall then
surrender the leased property to the Landlord. If this lease shall so terminate,
it shall be lawful for the Landlord, at its option, without formal demand or
notice of any kind, to re-enter the leased property by an unlawful detainer
action or by any other means, including force, and to remove the Tenant
therefrom without being liable for any damages therefor. Upon the termination of
this lease, the Landlord shall have the right, at its election, to terminate any
sublease then in effect, without the consent of the sublessee concerned.
13.03. The Tenant shall remain liable for all its obligations under this
lease, despite the Landlord's re-entry, and the Landlord may re-rent or use the
leased property as agent for the Tenant, if the Landlord so elects. The Tenant
waives any legal requirement for notice of intention to re-enter and any right
of redemption.
13.04. Notwithstanding the provisions of paragraph 13.01, nothing herein
contained shall prohibit the Landlord from instituting any action without
terminating the lease for nonpayment of any basic rent or additional rent, for
compliance with any of the terms and conditions of the lease, for any damages
resulting from Tenant's breach of the terms and conditions of this lease and any
other action permitted under the laws of the State of New Jersey, other than the
termination of the lease.
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13.05. If the lease shall terminate as provided in this Article the
Landlord shall have the right, at its election at any time, to recover from the
Tenant the amount by which the rent and charges equivalent to rent reserved
herein for the balance of the term shall exceed the reasonable rental value of
the leased property for the same period.
13.06. The Tenant agrees to pay all reasonable attorneys' fees and other
expenses incurred by the Landlord in enforcing any of the obligations under the
lease, should the Tenant be in default.
13.07. Time is of the essence of this lease with respect to the
performance by the Landlord or Tenant of their respective obligations hereunder.
ARTICLE XIV
SUBORDINATION
14.01. This lease and all rights of the Tenant hereunder shall be subject
and subordinate to the lien of any and all mortgages, or consolidated mortgage
or mortgages, which hereafter affect the property, or any part thereof, and to
all renewals, modifications, consolidations, replacements and extensions
thereof, provided that the any new mortgagee shall execute a Subordination,
Non-Disturbance and Attornment Agreement as set forth on Schedule H. So long as
the Tenant is not in uncured default in the payment of rent or additional rent
or in performance of any of the terms of the lease, the Tenant's possession of
the leased property and the Tenant's rights and privileges under the lease or
any renewal thereof shall not be diminished or interfered with by the Mortgagee.
Although no instrument or act on the part of the Tenant shall be necessary to
effectuate such subordination, the Tenant will, nevertheless, execute and
deliver such further instruments subordinating this lease to the lien of all
such mortgages as may be desired by the mortgagee. Landlord represents that at
the time of execution of this lease no mortgage encumbers the property.
14.02. Landlord represents that the property is presently encumbered by a
mortgage held by United Counties Trust Company
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dated October 29, 1985, and modified by a Modification and Extension of Mortgage
dated April 16, 1993, which note, mortgage and modification are attached as
Schedules F (1), (2) and (3) and Landlord represents that the note and mortgage
is not in default and there is presently a principal balance due of $264,726.92.
In the event that the Landlord defaults in the payment of the note and mortgage
and as a result the mortgagee demands the payment of the entire amount of
principal and unpaid interest, then the Landlord shall notify the Tenant of said
demand and the Tenant shall have the right to either pay the amount necessary to
reinstate the mortgage or pay off the entire balance due on the note and
mortgage, in which event the Tenant shall have the right to deduct any amount
paid by the Tenant, along with the fees and costs incurred by the Tenant and
interest on any amounts paid by the Tenant based on the prime rate of the United
Counties Trust Company from any rental payments due and owing by Tenant to
Landlord until such time as the Tenant recovers all of the money to which the
Tenant is entitled under the provisions of this paragraph.
ARTICLE XV
CONDEMNATION
15.01. If the demised premises or any substantial part thereof, as to make
the premises unsuitable for the purposes to which the Tenant has used the
premises, shall be taken by public or quasi-public authority by inverse
condemnation or under any power of eminent domain or condemnation, this lease,
at the option of the Tenant, shall forthwith terminate and the Tenant shall have
no claim or interest in or to any award or damage for such taking other than for
improvements Tenant has made and paid for, and Tenant's special damages such as
moving expenses, loss of profits and the like, provided that same do not detract
from Landlord's award. If any part of the premises shall be taken or
appropriated by inverse condemnation or under any power of eminent domain or
condemnation, or conveyed in lieu thereof, so that Tenant's use of the premises
is materially affected, Tenant shall have the right to terminate this Lease,
provided that Tenant submits to Landlord proof that the Tenant's use of the
premises is or will be
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materially affected within fourteen (14) days of the date of the later of notice
by Landlord to Tenant and the occurrence of the taking and if Landlord disputes
the Tenant's justification for the termination within seven (7) days of the date
of receipt of Tenant's notice, then this matter shall be immediately submitted
to arbitration before three (3) arbitrators designated by the American
Arbitration Association in accordance with the rules of such association, and
the decision of the arbitrators shall be binding. The expense of the arbitration
proceedings conducted under this paragraph shall be borne equally between the
parties and all arbitration proceedings shall be conducted in the County of
Union. In the event of the taking of any part of the building on the demised
premises and this lease not be cancelled as a result of such taking, Landlord
agrees to repair and restore the building promptly and with due diligence and
the rent shall be diminished by an amount representing the part of said rent
properly applicable to the portion or portions of the building and premises
which may be so taken.
ARTICLE XVI
HOLDING OVER
16.01. In the event that the Tenant shall remain in the demised premises
after the expiration of the term of this lease, or of any renewal term, without
having executed a new written lease with the Landlord, such holding over shall
not constitute a renewal or extension of this lease. The Landlord may, at its
option, elect to treat the Tenant as one who has not removed at the end of its
term, and thereupon be entitled to all the remedies against the Tenant, provided
by law in that situation, or the Landlord may elect, at its option, to construe
such holding over as a tenancy from month to month, subject to all the terms and
conditions of this lease, except as to duration thereof, and in that event the
Tenant shall pay monthly rent in advance at the rate not to exceed 150% of the
fixed rent.
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ARTICLE XVII
EXCULPATORY CLAUSE
17.01. Except where same would be a violation of an obligation of Landlord
under this lease or a breach of representation or warranty by Landlord under
this lease, the Landlord shall not be responsible for the loss or damage to
property, or injury to persons occurring in or about the demised premises, by
reason of any existing or future condition, defect, matter or thing in said
demised premises, (or for the property of which the demised premises are a
part), or for the acts omissions or negligence of other persons or tenants in
and about the demised premises, provided, however, that Landlord will be
responsible for acts and negligence of Landlord, its employees, contractors and
agents.
ARTICLE XVIII
DELAYS IN PERFORMANCE
18.01. Except as provided in subparagraph 11.04, Article XV and elsewhere
in the lease where a right of setoff is specifically permitted, no abatement,
diminution, or reduction of rent, charges or other compensation shall be claimed
by or allowed to the Tenant, or any persons claiming under it, under any
circumstances, whether for inconvenience, discomfort, interruption of business,
or otherwise, arising from the making of alterations, changes, additions,
improvements, or repairs to any buildings now on or which may hereafter be
erected on the leased premises, by virtue or because of any present or future
governmental laws, ordinances, requirements, orders, directions, rules or
regulations or by virtue or arising from, and during, the restoration of the
leased premises after destruction or damage thereof by fire or other cause or
the taking or condemnation of a portion only of the leased premises or arising
from any other cause or reason.
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QUIET ENJOYMENT
19.01. The Tenant, provided the Tenant is not in default beyond grace and
notice periods in the payment of the rent and the performance of all the terms
of this lease, shall at all times during the lease term and during any extension
or renewal term peaceably and quietly enjoy the leased property without any
disturbance from the Landlord or from any other person claiming through the
Landlord.
ARTICLE XX
BROKER
20.01. Both parties represent to the other party that neither party has
employed a real estate broker in connection with the negotiations of this lease
or the execution of this lease and each party shall hold the other party
harmless in the event that any claim is made against any party by any real
estate broker, such indemnity to include reasonable counsel fees and to survive
the expiration or other termination of this lease.
ARTICLE XXI
SIGNS
21.01. No sign, advertisement or notice shall be affixed to or placed upon
any part of the demised premises by the Tenant, except in such manner and of
such size, design and color as shall be approved in advance in writing by the
Landlord, and the Landlord agrees that it will not unreasonably withhold its
approval, providing, however, that the Tenant complies with all of the local,
county and state rules, regulations and ordinances regarding such signs.
ARTICLE XXII
ISRA
22.01. The Landlord represents that it has received from the previous
tenant a letter of nonapplicability from the New Jersey
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Department of Environmental Protection ("DEP") dated January 19, 1995, and
updated by letter dated June 4, 1996, attached as Schedules E (1) and (2).
Notwithstanding the provisions of 10.01(C), Landlord further agrees to
indemnify, defend and hold harmless the Tenant, it successors and assigns from
and against any claims, liabilities, damages and expenses, regulatory violations
and sanctions relating to or arising out of any environmental compliance
liability relating to any use or possession of-the premises which occurred prior
to occupancy of the premises by the Tenant which indemnification shall include
reasonable attorney fees and remediation costs incurred by Tenant in the event
that Landlord fails to remediate within a reasonable time after notification by
the Tenant. Tenant shall have the right of offset on rent in the event that
Landlord fails to pay within ninety (90) days. This indemnification shall
survive the expiration and termination of the lease.
22.02. To the extent applicable to and/or resulting from Tenant's
operations at the premises, and subject to the provisions of this Article below,
Tenant shall, at Tenant's own cost and expense, comply with the Industrial Site
Recovery Act ("ISRA") N.J.S.A. 13:1K-6 et seq. (the "Act") and all regulations
promulgated pursuant to the Act, and with the provisions of the Spill
Compensation Control Act, N.J.S.A. 58:10-23.11, or any other environmental law
that may affect the demised premises. Tenant shall, at Tenant's own cost and
expense, provide all information within Tenant's control requested by the
Landlord or the Bureau of Industrial Site Evaluation for the preparation of
submissions, declarations, reports and plans pursuant to the Act. Tenant, at the
termination of the lease shall supply to the Landlord a negative declaration,
nonapplicability letter or such other approvals that may be required by the DEP,
but covering only such facts as may have first arisen or occurred during
Tenant's occupancy of the premises. If the DEP shall determine that a clean-up
plan be prepared and that a clean-up be undertaken because of any spills or
discharges of hazardous substances or wastes at the premises which occur during
the term of the Lease, which spills or discharges are caused by the Tenant or
its agents, employees, guests, licensees, invitees or subtenants, then Tenant
shall, at Tenant's own expense,
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prepare and submit the required plans and carry out the approved plans. Tenant
shall indemnify, defend and save harmless Landlord from all fines, suits,
procedures, claims and actions of any kind arising out of or in any way
connected with any spills or discharges of hazardous substances or wastes at the
premises which occur during the term of this Lease, and are caused by the Tenant
or its agents, employees, guests, licensees, invitees or subtenants. Tenant's
obligations and liability under this paragraph shall survive the term of this
Lease, and shall continue so long as Landlord remains responsible for any spills
or discharges of hazardous substances or wastes at the premises which occur
during the term of this Lease.
ARTICLE XXIII
NON-PERFORMANCE BY LANDLORD
23.01. If the Landlord shall fail or refuse to comply with and perform any
condition or covenant of the Lease and should such failure continue for more
than twenty-one (21) days after receipt of notice by the Landlord or a shorter
period of time in case of emergency, the Tenant may comply with and perform any
such condition or covenant without prejudice to its claim against the Landlord.
Notwithstanding the foregoing, the Landlord shall not be deemed in default if
the Landlord commences diligently to pursue performance of any condition or
covenant within the twenty-one (21) day period following notice which cannot be
completed within the said twenty-one (21) day period. Tenant shall have the
right to deduct the reasonable costs incurred in complying from any rental
payments that might be due to Landlord by Tenant, except if the cost was
incurred without notice to Landlord in which event Tenant shall not be permitted
to deduct from the rental payments unless approved by the Landlord.
ARTICLE XXIV
NOTICE
24.01. Any notices required or permitted to be given hereunder
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shall be in writing and shall either be personally delivered (including
by courier), mailed by certified or registered, postage prepaid, return receipt
requested, or by facsimile transmission (with subsequent written confirmation),
addressed as follows:
FOR LANDLORD: REALTY SITES
0000 Xxxxxxxxx Xxxxxx, X.X. Xxx 000
Xxxxx, Xxx Xxxxxx 00000
COPY TO: Xxxx X. Xxxxxxxx, Xx. Esq.
000 Xxxxx Xxxxxx, X.X. Xxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
FOR TENANT: TRANSWORLD HEALTHCARE, INC.
00 Xxxxxxxx Xxxxxx
Xxxxx, Xxx Xxxxxx 00000
COPY TO: XXXXXX XXXXXXXX, ESQ.
XXXX, MARKS & XXXXX, L.L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Any notice, if mailed, shall be deemed to have been given upon
the date of the delivery indicated on the certification or registry receipt; any
notice by personal delivery or facsimile transmission shall be deemed to have
been given when actually received by the party to whom the notice is directed.
Any party may designate a new address by notice given in the manner prescribed
herein. Counsel may give notice for its client if otherwise given in accordance
with the provisions of this Article XXIV.
ARTICLE XXV
SECURITY DEPOSIT
25.01. The Tenant will deposit with the Landlord the sum of TEN THOUSAND
SIX HUNDRED TWENTY ($10,620.00) DOLLARS as security for the performance by the
Tenant of the terms of this lease, upon execution of this lease. The Landlord
may use, apply, or retain the whole or any part of the security to the extent
required for the payment of any rent, additional rent, or other
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sum or debt as to which the Tenant is in default beyond grace and notice periods
or for any sum which the Landlord may expend or incur by reason of the Tenant's
default beyond grace and notice periods in any of the terms of this lease,
including, but not limited to, any damages or deficiency in the reletting of the
leased property, whether such damages or deficiency accrued before or after
summary proceedings or other re-entry by the Landlord. In the event that the
Tenant shall comply with all of the terms of this lease, the security shall be
returned to the Tenant within fourteen (14) days after the date fixed as the end
of the lease and after delivery of possession of the leased property to the
Landlord. In the event of a sale of the premises of which the leased property
forms a part, the Landlord shall have the right to transfer the security to the
purchaser and the Landlord shall thereupon be released from all liability for
the return of such security. The Tenant shall look solely to the new landlord
for the return of such security so transferred. The Tenant shall not assign or
encumber the money deposited as security, and neither the Landlord nor its
successors or assigns shall be bound by any such assignment or encumbrance.
Landlord shall not be required to retain said security deposit in an escrow
account.
ARTICLE XXVI
ARBITRATION
26.01. A. In the event that a disagreement or dispute between the Landlord
and Tenant in connection with this lease, exclusive of any obligation on the
part of the Tenant to pay the rent and and other money obligations on the part
of the Tenant to be performed, the same shall be submitted to the American
Arbitration Association for arbitration at its nearest New Jersey office for
arbitration by three (3) arbitrators in accordance with the procedural rules
then obtaining of such Association or any successor or other relief as they may
deem necessary. The decision of the arbitrators shall be final, conclusive and
binding upon the parties, and a judgment may be obtained thereon
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in any court having jurisdiction. Landlord and Tenant shall each pay one-half of
the costs and expense of such arbitration, and each shall separately pay for its
own attorney's fees and expenses.
ARTICLE XXVII
MISCELLANEOUS
27.01. The failure of either party to insist on strict performance of any
term, covenant, or condition hereof, or to exercise any option herein contained,
shall not be construed as a waiver of such term, covenant, condition or option
in any other instance.
27.02. This lease cannot be changed or terminated orally, but only by an
instrument in writing signed by both parties.
27.03. Neither party has made any representations or promises except as
contained in this lease.
27.04. The captions and index in this lease are included for convenience
only and shall not be taken into consideration in any construction or
interpretation of this lease or any of its provisions.
27.05. The provisions of this lease shall apply to, bind and inure to the
benefit of Landlord and Tenant, and their respective successors, legal
representatives and assigns.
27.06. It is the intention of the parties that the lease is a net/net/net
lease, except as provided herein, with all costs, expenses and obligations of
every kind and nature whatsoever relating to the demised premises or any
improvements thereon which may have arisen, may arise or become due during the
term of this lease, being paid by the Tenant, and in the event that any
interpretation is required concerning any of the terms and conditions of this
lease, then this principle shall govern any dispute between the Landlord and
Tenant where applicable.
27.07. Attached as Schedule G is a joint ingress and egress agreement for
the common driveway used by the tenants of the demised premises and the
adjoining premises. Tenant agrees to abide by the terms of the agreement, but
Landlord shall be responsible for any maintainence and/or repairs that may be
required under the terms of the agreement.
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27.08. Landlord shall deliver to Tenant by July 1st proof that the existing
tenancy with KELCO for the demised premises has been terminated.
27.09. Capital Costs at End of Lease. If Tenant shall make any repair or
replacement required of Tenant hereunder (by virtue or compliance with laws or
otherwise) during the five (5) year period immediately preceding the expiration
or earlier termination of this lease, and such repair or replacement is capital
in nature, then the cost of any such replacement and/or capital improvement
shall be deemed amortized over a period equal to the useful life of such repair
or replacement, commencing upon the date of installation completion thereof, as
the case may be, and Landlord shall promptly reimburse Tenant for the
unamortized cost thereof as of the date of expiration or earlier termination of
this lease, it being understood and agreed that Landlord's payment obligation
hereunder shall survive the expiration or termination of this lease.
Notwithstanding the foregoing, the obligations of this paragraph 27.09 will not
apply to compliance with law necessitated by virtue of Tenant's particular
manner of use, or repairs caused by Tenant's wrongful acts or negligence.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed by its proper corporate officers and its corporate seals affixed, this
6 day of August, 1996.
REALTY SITES
WITNESS:
/s/ Xxxxxx X. Xxxxx
----------------------------------------
XXXXXX X. XXXXX, PARTNER
/S/ Xxxx X. Xxxxxxxx, Xx.
----------------------------------
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
XXXXXXX X. XXXXX, PARTNER
ATTEST: TRANSWORLD HOME HEALTHCARE, INC.
BY: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
----------------------------------
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00
XXXXX XX XXX XXXXXX, XXXXXX XX XXXXX, XX:
I HEREBY CERTIFY that on August 6, 1996, before me, the subscriber,
personally appeared XXXXXX X. XXXXX and XXXXXXX X. XXXXX, partners authorized to
execute documents of REALTY SITES, a New Jersey partnership, who, I am
satisfied, are the persons named in and who executed the within Instrument, and
thereupon they acknowledged that they signed, sealed and delivered the same as
their act and deed, for the uses and purposes therein expressed, and the act and
deed of the said partnership.
/S/ Xxxx X. Xxxxxxxx, Xx.
----------------------------------------
Xxxx X. Xxxxxxxx, Xx.
STATE OF NEW JERSEY, COUNTY OF UNION, SS:
I HEREBY CERTIFY that August ___________, 1996 ,______________ personally came
before me and acknowledged under oath, to my satisfaction, that (a) this person
is the of TRANSWORLD HOME HEALTH CARE, INC., the corporation named in
the within instrument; (b) this person is the attesting witness to the signing
of this document by the proper corporate officer who is , the President
of the corporation; (c) this document was signed and delivered by the
corporation as its voluntary act duly authorized by a proper resolution of its
Board of Directors; (d) this person knows the proper seal of the corporation
which was affixed to this document; and (e) this person signed this proof to
attest to the truth of these facts.
Signed and sworn to before me
this day of August, 1996.
----------------------------------------
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