EXHIBIT 10.16
SUBLEASE
(September 21, 1993 Lease)
Agreement made this 30 day of July, 1997, between Lightbridge, Inc.
(hereinafter "Sublessor") and International Business Machines Corporation
(hereinafter "Sublessee").
WITNESSETH
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WHEREAS, on or about September 21, 1993, L&E Investment of
Massachusetts One, Inc., leased certain property (hereinafter the "Premises") in
Waltham, Massachusetts, to Credit Technologies, Inc., pursuant to a written
lease, which was amended by a First Amendment to Lease dated as of May 31, 1994;
a Second Amendment to Lease dated as of August 5, 1994; a Third Amendment to
Lease dated as of November 29, 1994; a Fourth Amendment to Lease dated January
1, 1996; and a Fifth Amendment to lease dated as of April 22, 1996, copies of
all of which are attached hereto as Exhibit A (the lease and all of the
amendments thereto are referred to hereinafter collectively as the "Master
Lease");
WHEREAS, SPP Real Estate (Somerset Court) Inc. ("Landlord") is the
successor to the interest of L&E Investment of Massachusetts One, Inc., as
Landlord under the Master Lease;
WHEREAS, Sublessor is the successor to the interest of Credit
Technologies, Inc., as Tenant under the Master Lease; and
WHEREAS, Sublessee desires to sublease a part of the Premises from
Sublessor and Sublessor is willing to sublet a part of the Premises to
Sublessee;
NOW THEREFORE, for valuable consideration each to the other paid, the
receipt and sufficiency of which are hereby acknowledged, Sublessor and
Sublessee hereby agree as follows:
1. Demised Premises and Term.
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A. Sublessor hereby leases to Sublessee and Sublessee hereby
sublets from Sublessor approximately 20,539 square feet of space
on the first and second floors of the Premises which space is
shown on Exhibit B as "C-9171 s.f." on the Ground Floor, and
"B-11,368 s.f." on the Second Floor (hereinafter collectively
the "Demised Premises") for a term (hereinafter the "Term")
commencing on August 4, 1997 and ending October 31, 2000, unless
sooner terminated as herein provided.
B. Sublessee shall have as appurtenant to the Demised Premises the
right to use, in common with Sublessor and others entitled
thereto, the driveways, roadways, hallways, elevators and
stairways necessary for access to the Demised Premises.
C. Sublessee shall have the right to use eighty-two (82) parking
spaces as appurtenant to the Demised Premises.
2. Basic Rent. During the Term, Sublessee shall pay to Sublessor,
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as Basic Rent for the Demised Premises, subject to adjustment per Section 4.1
hereof, rent as follows: (i) during the first year of the Term, Basic Rent of
Five Hundred Thirteen Thousand Four Hundred Seventy-five and 00/100
($513,475.00) Dollars shall be payable in equal monthly installments of
Forty-two Thousand Seven Hundred Eighty-nine and 58/100 ($42,789.58) Dollars per
month; (ii) during the second year of the Term, Basic Rent of Five Hundred
Thirty-four Thousand Fourteen and 00/100 ($534,014.00) Dollars shall be payable
in equal monthly installments of Forty-four Thousand Five Hundred One and 17/100
($44,501.17) Dollars per month; and (iii) for each year of the Term or portion
of a year thereafter, Basic Rent of Five Hundred Fifty-four Thousand Five
Hundred Fifty-three and 00/100 ($554,553.00) Dollars shall be payable in equal
monthly
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installments of Forty-six Thousand Two Hundred Twelve and 75/100 ($46,212.75)
Dollars per month. All such rent shall be payable in advance on the first day of
each and every month. All payments shall be due without billing or demand and
without deduction, set-off or counterclaim except insofar as may be specifically
provided to the contrary herein. If the Term, with respect to any portion of the
Demised Premises commences or ends other than on the first day of a month, then
all rent due hereunder for such month shall be prorated for such fractional
period.
3. Additional Rent. In addition to the Basic Rent to be paid by
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Sublessee, Sublessee shall pay to Sublessor, during the Term of this Sublease,
as additional rent (hereinafter "Additional Rent"):
A. Ninety-three and 47/100 (93.47%) percent of the Landlord's Tax
Costs due from Sublessor to Landlord under the Master Lease
except that the Base Tax Year shall be the City of Waltham
fiscal year beginning July 1, 1995 and ending June 30, 1996.
B. Ninety-three and 47/100 (93.47%) percent of the Landlord's
Operating Costs due from Sublessor to the Landlord under the
Master Lease except that the Base Operating Costs shall be
Landlord's Operating Costs for calendar year 1996.
C. As Additional Rent, $0.85 (85(cent)) per square foot per year
for electricity charges for the Demised Premises.
D. All other rent, additional rent, costs, charges and expenses
which Sublessor is required to pay to Landlord under the Master
Lease with respect to the Demised Premises only. Upon receipt of
Landlord's Statement or Landlord's Tax Statement from Landlord
pursuant to the provisions of Section 4.2 of the Master Lease,
Sublessor shall deliver such Statement to Sublessee with a
detailed
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description of Sublessee's share of Additional Rent. Sublessor
and Sublessee agree that at the end of each fiscal year for
Operating Costs, and each Tax Year for Tax Costs, an appropriate
payment or refund shall be made within twenty-five (25) days
after Sublessor delivers to Sublessee Landlord's Statement or
Landlord's Tax Statement, as applicable.
4. Additional Covenants of Sublessee and Sublessor.
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A. Sublessor represents that the Master Lease, a true and complete
copy of which is attached hereto as Exhibit A, is the complete
agreement between Landlord and Sublessor with respect to the
Demised Premises and that Sublessor is the Tenant in the Master
Lease. Except as otherwise expressly provided herein, all of the
terms, covenants and conditions of the Master Lease are
incorporated herein by reference and made a part hereof to the
extent that they apply to the Demised Premises with the same
force and effect as if set forth in their entirety, provided
that the terms and conditions hereof shall be controlling
whenever the terms and conditions of the Master Lease are
contradictory to or inconsistent with the terms and conditions
hereof, and provided further (i) that those incorporated
provisions of the Master Lease which are protective and for the
benefit of Landlord shall in this Sublease be deemed to be
protective and for the benefit of both Landlord and Sublandlord
and that all of the obligations of Landlord, except as otherwise
provided to the contrary herein, set forth in the Master Lease
shall to the extent that they apply to the Demised Premises, be
binding upon Sublessor and inure to Sublessee's benefit, (ii)
that references therein to "Landlord" and "Tenant" shall be
deemed to refer to "Sublessor" and "Sublessee", respectively,
(iii) that
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references therein to "this lease" shall be deemed to refer to
"this Sublease" and (iv) that references therein to the "leased
premises" or "Premises" shall be deemed to refer to the "Demised
Premises." Sublessee covenants and agrees to be bound by the
same terms and conditions as Sublessor as tenant under the
Master Lease is now bound or may hereafter be bound under the
Master Lease, and by all amendments and modifications thereof,
and to observe, keep and perform all of the terms, covenants,
agreements and conditions contained in the Master Lease to be
performed on the part of Sublessor as a tenant thereunder to the
extent that they apply to the Demised Premises, except: (i) only
the Permitted Use and Public Liability Insurance of Section 1.1
are incorporated herein, this Sublease having already set forth
the definitions therein relevant to this Sublease; (ii) the
third and fourth paragraphs of Section 3.1 are deleted; (iii)
the reference to the "Managing Agent" in Section 4.5 is deleted;
(iv) all but the first and last sentences of the second
paragraph of Section 10.15 are deleted; (v) Sections 1.2, 1.3,
2.2, 2.3, 2.4, 2.5 and 10.1 are deleted in their entirety; (vi)
Section 10.3 is deleted; and (vii) with respect to Sections
5.1.1, 5.1.2 and 5.1.3, the covenants and obligations of
Landlord shall remain those of Landlord and shall not be assumed
by Sublessor; in such a manner as will not cause a breach of the
Master Lease and neither to do nor cause to be done, nor suffer,
nor permit any act or thing to be done which would or might
cause the Master Lease or the rights of Sublessor as tenant
thereunder to be cancelled, terminated, forfeited or
surrendered, or which would or might make Sublessor liable for
any damages, claims or penalties. The foregoing agreement of
Sublessee to observe and be bound by the covenants and
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agreements of Tenant under the Master Lease shall accrue to
the benefit of Sublessor as if Sublessor were Landlord under
the Master Lease, and shall include, by way of illustration
but not limitation, Sublessee's agreement to obtain
Sublessor's permission for any and all activities which may,
under the Master Lease, be taken only with the permission of
Landlord.
B. To the maximum extent that this agreement may be made
effective according to law, Sublessee agrees that it will
defend, protect and indemnify Sublessor and save Sublessor
harmless from and against all liabilities, obligations,
claims, damages, penalties, causes of action, costs and
expenses (including, without limitation, reasonable attorneys'
fees and expenses but not including special and consequential
damages) imposed upon or incurred by or asserted against
Sublessor by reason of (i) any accident, injury to or death of
persons or damage to or loss of property, by theft or
otherwise, occurring on or about the Demised Premises or any
part thereof, unless arising out of the negligence of
Sublessor or Sublessor's agents or employees, and (ii) any
cancellation, forfeiture, or termination of the Master Lease
caused by a failure on the part of Sublessee to perform,
fulfill or observe any of Sublessee's representations,
warranties or agreements set forth in this Sublease. In case
any action, suit or proceeding is brought against Sublessor by
reason of any such occurrence, Sublessee, upon Sublessor's
request, shall at Sublessee's expense, cause such action, suit
or proceeding to be resisted and defended by counsel
designated by Sublessee such counsel to be reasonably
acceptable to Sublessor.
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C. This Sublease and all of the terms, covenants,
representations, warranties, agreements and conditions hereof
are in all respects subject and subordinate to the Master
Lease.
D. Notwithstanding anything contained in this Sublease to the
contrary, Sublessor shall not have any obligation to
construct, maintain, alter or repair the Premises, the Demised
Premises, or any parking area or other facility or improvement
thereon or appurtenant thereto or to provide Sublessee with
any service of any kind or description whatsoever, nor shall
Sublessor be responsible for the performance of Landlord's
obligations under the Master Lease or be liable in damages or
otherwise for any negligence of Landlord or for any damage or
injury suffered by Sublessee as a result of any act or failure
to act by Landlord or any default by Landlord in fulfilling
its obligations under the Master Lease. If Landlord shall
default in any of its obligations to Sublessor, Sublessor
shall cooperate with Sublessee, upon request by Sublessee and
at Sublessee's sole cost and expense, in enforcing Sublessor's
rights against Landlord under the Master Lease. Nothing herein
contained shall relieve Sublessor of any of its obligations to
Sublessee specifically included in this Sublease and Sublessor
shall in all events remain liable to Sublessee for the
performance and observance thereof. If Sublessor fails to pay
the rental as required by the Master Lease, or to perform any
of the other obligations to be performed by it as required by
the Master Lease and not specifically assumed hereunder by
Sublessee, Sublessee may, at its option after giving Sublessor
three (3) business days' notice to cure such default (such
three (3) day period to precede by three (3) days the
expiration of the grace period
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granted to Sublessor under the Master Lease to cure such
default) pay said rental directly to Landlord or cure any
other default of Sublessor. In such event, Sublessee shall
receive credit against the rent and additional rent due
Sublessor hereunder for rental payments it makes to Landlord
and for all reasonable costs incurred by Sublessee to cure
such default.
E. Sublessor shall not incur any liability whatsoever to
Sublessee for any injury, inconvenience, incidental or
consequential damages incurred or suffered by Sublessee as a
result of the exercise by Landlord of any of the rights
reserved to Landlord under the Master Lease nor shall such
exercise constitute a default by Sublessor hereunder.
F. The Demised Premises are being leased in an "as is"
condition".
G. Subject to the terms of the Sublease, Sublessee shall use the
Demised Premises only for the Permitted Uses as provided in
the Master Lease.
4.1. Additional Space. Sublessor agrees not to enter into a
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sublease of the space which is shown on Exhibit B hereto as
"D-4,800 square feet" or "E-1,650 square feet" (each is
referred to hereinafter both individually and collectively as
the "Additional Space"), without first giving to Sublessee an
opportunity to sublease Additional
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Space as it becomes available for sublease on the same
business terms and the same Term as are provided for herein.
When any such Additional Space becomes available for
subletting, Sublessor shall notify Sublessee of the
availability of such space. If Sublessee wishes to exercise
Sublessee's right of first offer, Sublessee shall do so, if at
all, by giving Sublessor written notice of Sublessee's desire
to enter into a sublease of such Additional Space on such
terms within fifteen (15) business days after Sublessor's
notice to Sublessee of the availability of the Additional
Space. If Sublessee shall give such notice, the same shall
constitute an agreement to enter into an amendment to this
Sublease within fifteen (15) days thereafter which amendment
will add the Additional Space as part of the Demised Premises,
and the Basic Rent, the Additional Rent and charges for
electricity shall be increased accordingly, and Sublessee
shall be entitled to four (4) parking spaces for each one
thousand (1,000) square feet of Additional Space added to the
Demised Premises, provided, however, in no event shall
Sublessee be entitled to more than eighty-eight (88) parking
spaces. If Sublessee shall not elect to exercise its right of
first offer, Sublessor shall be free to enter into a sublease
for such Additional Space with another prospective subtenant
upon terms and conditions no more favorable to such other
subtenant than those offered to Sublessee, which terms may
include rights or options to extend the term or to extend the
size of the premises under such sublease. If Sublessor has
failed to lease such Additional Space within six (6) months
from the date Sublessee declines to lease such Additional
Space (such date to be the expiration of Sublessee's fifteen
(15) business day exercise period if Sublessor shall not have
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acted to explicitly decline the offer to sublease the
Additional Space), Sublessor shall re-offer such Additional
Space to Sublessee before offering such space to a third
party.
5. Defaults by Sublessee.
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A. In the event that Sublessee shall default in the payment of
Basic Rent or Additional Rent hereunder, or default in the
performance or observance of any of the terms, conditions and
covenants of this Sublease, Sublessor, in addition to and not
in limitation of any rights otherwise available to it, shall
have the same rights and remedies with respect to such default
as are provided to Landlord under the Master Lease with
respect to defaults by Tenant thereunder, with the same force
and effect as though all such provisions relating to any such
default or defaults were herein set forth in full, and
Sublessee shall have all of the obligations of Tenant under
the Master Lease with respect to such default. In addition to
and not in limitation of the aforementioned rights and
remedies, upon any material default by Sublessee, Sublessor
may terminate this Sublease by giving a written notice of
termination to Sublessee specifying a date, not less than ten
(10) days from the date of giving such notice, on which this
Sublease shall terminate if by such date Sublessee has not
cured its default or, if such default cannot be cured within
the ten day period, Sublessee has not commenced to cure such
default and diligently continues to pursue such cure, and on
such date the term of this Sublease shall expire and terminate
by limitation and all rights of Sublessee under the Sublease
shall cease.
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B. Sublessor may cure such default for the account of Sublessee,
and any amount paid or incurred by Sublessor in so doing shall
be deemed paid or incurred for the account of Sublessee and
Sublessee agrees to reimburse Sublessor therefor and save
Sublessor harmless therefrom; provided, that Sublessor may
cure any such default as aforesaid prior to the expiration of
any waiting period if reasonably necessary to protect
Sublessor's interests under the Master Lease or to prevent
injury or damage to persons or property. If Sublessee shall
fail to reimburse Sublessor upon demand for any amount paid
for the account of Sublessee hereunder, said amount shall be
added to and become due as a part of the next payment of Basic
Rent due hereunder.
C. Notwithstanding anything to the contrary herein contained, for
the purpose of determining the occurrence of events of default
hereunder, the periods of ten (10) days and thirty (30) days
set forth in Article IX of the Master Lease shall be seven (7)
days and twenty (20) days, respectively.
6. Termination of Sublease. This Sublease shall terminate upon any
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termination of the Master Lease for any reason whatsoever which
deprives Tenant under the Master Lease of possession of the Premises,
without any liability therefor upon the part of Sublessor to Sublessee
and with the same force and effect as if the date of such termination
had expressly been provided in this Sublease as the date of termination
hereof.
7. Assignment. Sublessee shall not assign this Sublease, nor sublet or
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permit the Demised Premises or any portion thereof to be used by
others, except as otherwise provided in Section 6.1.6 of the Master
Lease, provided, however, that Sublessee shall also obtain the
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consent of Landlord to any such assignment or subletting. Sublessor
agrees to use reasonable efforts to assist Sublessee in obtaining
Landlord's consent.
8. Warranties and Representations. Sublessee hereby represents and
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warrants that in entering into this Sublease, Sublessee has not relied
upon or been induced by any statements or representations of any
person with respect to the physical condition of the Demised Premises
but has relied solely upon such investigations, examinations and
inspections as Sublessee has chosen to make or have made. Sublessee
acknowledges that Sublessee has been afforded the opportunity for full
and complete investigation, examination and inspection.
9. Surrender. Upon the termination of this Sublease, Sublessee shall
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promptly remove from the Demised Premises all of its goods and
effects, and peaceably and quietly surrender possession of the Demised
Premises and all erections and additions made upon or to the same, to
Sublessor, in as good order, condition and repair as when they were
entered upon or as they may have been put during the Term, the results
of ordinary wear and deterioration, and loss caused by Landlord's or
Sublessor's negligence against which Sublessee is not insured, fire or
other casualty (unless caused by the neglect, default or misuse of the
Demised Premises by the Sublessee, or its employees or invitees)
excepted; but Sublessor shall have the right, to require Sublessee to
remove all erections or additions made by Sublessee and restore the
Demised Premises to the same condition they were in before such
alterations or additions were made, all at the sole cost and expense
of Sublessee provided, however, that Sublessor has given Sublessee
notice of such restoration requirement at the time Sublessor gave its
consent to Sublessee's erections and additions.
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10. Separate and Independent Activities of Sublessee and Sublessor.
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Nothing contained herein shall be deemed in any way to constitute
Sublessee and Sublessor as partners or joint or co-venturers.
11. Covenant of Quiet Enjoyment. Sublessor covenants and agrees with
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Sublessee, that upon Sublessee's paying the Basic Rent, and all
Additional Rent and other charges herein provided for, and observing
and keeping all covenants, agreements, and conditions of this Sublease
on its part to be kept, shall quietly have and enjoy the Demised
Premises during the term of this Sublease without hindrance by anyone
claiming by, through or under Sublessor as such, subject, however, to
the terms of this Sublease. Sublessor agrees that it shall be a
default hereunder and this Sublessee may also pursue its rights and
remedies as permitted by law with respect to losses and damages caused
by (i) defaults by Sublessor beyond any applicable period of cure in
the performance of its obligations under the Master Lease which have
not been assumed by Sublessee under this Sublease; or (ii) entry by
Sublessor into any amendment of the Master Lease after the execution
of this Sublease without Sublessee's prior written consent thereto,
which materially adversely affects the rights of Sublessee hereunder;
or (iii) any cancellation, forfeiture or termination of the Master
Lease, as a result of Sublessor's failure to perform the obligations
under the Master Lease except insofar as such failure is caused by
Sublessee's failure to perform its obligations under this Sublease.
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12. Subordination, Non-Disturbance and Attornment Agreement. This Sublease
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shall be subject and subordinate to any and all mortgages, deeds of
trust, and other instruments in the nature of a mortgage, which may
now or hereafter affect the Premises, the Demised Premises or the real
property of which the Demised Premises form a part. Although no
instrument or act on the part of Sublessee shall be necessary to
effectuate such subordination, Sublessee shall, when requested,
promptly execute and deliver to Sublessor such written instruments as
shall be necessary to show the subordination of this Sublease to said
mortgages, deeds of trust, or other instruments in the nature of a
mortgage. Sublessor represents that the Master Lease is in full force
and effect and that Sublessor and, to Sublessor's best knowledge,
Landlord have each performed all of their respective obligations set
forth in the Master Lease to the date hereof. Sublessor further agrees
to continue during the term of this Sublease, as it may be extended or
renewed, to perform all of its obligations under the Master Lease,
excepting only those obligations which are to be performed by
Sublessee hereunder. Prior to the commencement of the term hereof and
as a condition to the effectiveness of this Sublease, Sublessor shall
deliver to Sublessee a written agreement with Landlord substantially
in form attached hereto as Exhibit C. Sublessor shall obtain a
non-disturbance agreement from any subsequent mortgagee of the
building of which the Premises are a part who subordinates the Master
Lease to its interest as provided in Section 8.2 of the Master Lease.
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13. Rights Reserved to Sublessor. Sublessor shall have the right to enter
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the Demised Premises at all reasonable times upon prior notice to
examine the Demised Premises, except in case of emergency.
14. Miscellaneous.
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A. Effect. This Sublease shall be binding upon the parties
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hereto, their executors, administrators, heirs, successors and
assigns.
B. Applicable Law. This Sublease shall be deemed made and shall
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be governed by and construed in accordance with the laws of
The Commonwealth of Massachusetts.
C. Modification. Neither this Sublease nor any provision thereof
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may be waived, modified, amended, discharged or terminated,
except by an instrument in writing signed by the party against
which the enforcement of such waiver, modification, amendment,
discharge or termination is sought, and then only to the
extent set forth in such instrument.
D. Landlord's Approval. The obligations of the parties hereunder
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are subject to the written approval of Landlord under the
Master Lease. If, for any reason whatsoever, Landlord under
the Master Lease refuses to consent to this Sublease within
thirty (30) days after the date of execution hereof, this
Sublease shall be void and of no force and effect and neither
party shall have recourse against the other hereunder.
Whenever Sublessee must obtain the consent of Landlord,
Sublessor agrees to cooperate with Sublessee at Sublessee's
expense in obtaining Landlord's consent. Whenever any right or
privilege is granted to Sublessor under the Master Lease or
any discretion is lodged in Sublessor thereunder with
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respect to the Demised Premises, Sublessor agrees not to
exercise such right, privilege or discretion without the prior
written consent of Sublessee which consent shall not be
unreasonably withheld. Sublessor shall promptly forward to
Sublessee true copies of all notices, requests, demands and
communications received by Sublessor from Landlord or its
agent that may, in Sublessor's judgment reasonably exercised,
affect the Demised Premises or Sublessee.
E. Severability. If any term or provision of this Sublease or the
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application thereof to any person or circumstance shall to any
extent be held invalid or unenforceable, the remainder of this
Sublease or the application of such term or provision to other
persons or circumstances shall not be affected thereby, and
each term and provision of this Sublease shall be valid and
enforceable to the fullest extent permitted by law.
F. Sublessor's Consent. Sublessor's refusal to consent to or to
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approve any matter or thing, whenever, Sublessor's consent or
approval is required under this Sublease or the Master Lease,
shall be deemed reasonable if Landlord under the Master Lease
has refused to give such consent or approval.
G. No Broker. The parties warrant and represent to each other
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that no individual, partnership, trust, corporation, firm or
other entity ("Person") has negotiated or brought about this
transaction other than Xxxxxxxxx & Xxxx and Xxxxxxxx & Grew
Incorporated ("Broker"), and Sublessor covenants and agrees to
pay a brokerage commission to Broker in accordance with the
provisions of a separate agreement between them. Sublessee
shall defend, indemnify and save harmless Sublessor from and
against any claim which may be asserted against Sublessor by
any
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Person other than Broker if (a) the claim is made in
connection with this transaction and (b) Sublessee employed
the claiming Person. Sublessee shall reimburse Sublessor for
reasonable expenses, losses, costs and damages (including
reasonable attorneys' fees and court costs if Sublessee fails
or refuses to defend as herein required) incurred by Sublessor
in connection with such claims. Sublessor shall defend,
indemnify and save harmless Sublessee from and against any
claim which may be asserted against Sublessee by any Person
(including Broker) if the claim (a) is made in connection with
this transaction and (b) arises out of conversations or
dealings between Sublessor and any claiming Person excluding
compensation due Broker from Sublessee under a separate
agreement between them, or (c) results from a fraud committed
or misrepresentation made by Sublessor or any Person employed
by Sublessor. Sublessor shall reimburse Sublessee for
reasonably expenses, losses, costs and damages (including
reasonable attorney's fees and court costs if Sublessor fails
or refuses to defend as herein required) incurred by Sublessee
in connection with such claims. Sublessor and Sublessee agree
that Sublessor's payment to Broker shall not be a release of
each party hereto from its respective obligation to indemnify
the other hereunder or of the rights of each to enforce such
indemnity against the other. This Article shall survive the
expiration or earlier termination of this Sublease.
H. Cross Default. Sublessee and Sublessor acknowledge that
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contemporaneously herewith they are entering into a separate
Sublease for additional space in the
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building of which the Demised Premises are a part and that any
default by either party under that separate Sublease shall be
a default under this Sublease.
15. Notice. "Notice" means any notice, demand, request, or other
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communication or document to be provided under this Agreement to a
party to this Sublease.
A. Notice. The Notice shall be in writing and shall be given to
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the party at its address set forth below or such other address
as the party may later specify for that purpose by notice to
the other party. Each Notice shall, for all purposes, be
deemed given and received:
(i) [Intentionally deleted.];
(ii) If hand delivered to a party against receipted copy,
when the copy of the notice is receipted;
(iii) If given by a nationally-recognized and reputable
overnight delivery service, the day on which the notice
is actually received by the party; or
(iv) If given by any other means or if given by certified
mail, return receipt requested, postage prepaid, two
(2) business days after it is posted with the United
States Postal Service, at the address of the party
specified below:
If to Sublessor: Xxxxx Xxxxxxx, Vice President
Lightbridge, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
With a copy to: Xxxxx X. Xxxxxxx, Esquire
Xxxxx, Xxxx & Xxxxx LLP
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
If to Sublessee:: International Business Machines Corp.
000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
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Attention: Program Manager - Real
Estate
With a copy to: International Business Machines Corp.
Xxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Legal Counsel - Real Estate
B. [Intentionally deleted.]
C. The provisions above governing the date on which Notice is
deemed to have been received by a party to this Sublease shall
mean and refer to the date on which a party to this Sublease,
and not its counsel or other recipient to which a copy of the
Notice may be sent, is deemed to have received the Notice.
D. If Notice is tendered under the provisions of this Sublease
and is refused by the intended recipient of the Notice, the
Notice shall nonetheless be considered to have been given and
shall be effective as of the date provided in this Sublease.
The contrary notwithstanding, any Notice given to a party in a
manner other than that provided in this Sublease, that is
actually received by such party, shall be effective with
respect to such party on receipt of the Notice.
16. Binding Effect. This Sublease shall be binding on Sublessor and its
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heirs, executors, and representatives, and on the respective successors
and assigns herein of the parties. This Sublease contains the entire
agreement of the parties with respect to the subject matter herein, and
may not be modified except by instrument in writing which is signed by
both parties.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals on the day and year first above written.
SUBLESSOR:
Lightbridge, Inc.
By: /s/ XXXXXXX X. XXXXX
---------------------------------
SUBLESSEE:
International Business Machines Corporation
By: /s/ X X XXXXXX
---------------------------------
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AGREEMENT AND CONSENT
Re: 000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx
(September 21, 1993 Lease)
SPP Real Estate (Somerset Court) Inc. (the "Prime Landlord") hereby
consents to the Sublease attached hereto as Exhibit A (the "Sublease") and
hereby approves all of the terms and conditions contained therein. This Consent
shall not be deemed to limit in any way the obligations of Lightbridge, Inc.
(the "Prime Tenant") under the Master Lease (as defined in the Sublease).
Notwithstanding anything in the Sublease to the contrary, the Sublease shall be
in all respects subject and subordinate to the terms and provisions of the
Master Lease and in the event of any conflict between the terms and provisions
of the Master Lease and the terms and provisions of the Sublease, the terms and
provisions of the Master Lease shall govern and control. International Business
Machines Corporation ("Subtenant") hereby assumes the performance of the terms,
covenants, conditions and obligations of the Prime Tenant contained in the
Master Lease with respect to the Demised Premises (as defined in the Sublease);
provided, however, that nothing contained herein shall limit, relieve or
otherwise alter or affect the continuing primary liability of the Prime Tenant
under the Prime Lease. This Consent shall not constitute a waiver of the
requirement that Landlord consent to any further assignment, sublease or
occupancy, as provided in Section 6.1.6 of the Prime Lease, including without
limitation, any further sublease pursuant to Section 4.1 of the Sublease.
Notwithstanding anything to the contrary herein contained, this
Agreement and Consent shall not affect the terms of the Sublease between Prime
Tenant and Subtenant.
This Agreement and Consent is entered into as of July , 1997.
PRIME LANDLORD:
SPP REAL ESTATE (SOMERSET COURT) INC.
By: /s/ XXXXX XXXXXXXXX BROM
---------------------------------
Name: Xxxxx Xxxxxxxxx Brom
---------------------------------
Title: CFO
---------------------------------
PRIME TENANT: SUBTENANT:
LIGHTBRIDGE, INC. INTERNATIONAL BUSINESS MACHINES
By: /s/ XXXXXXX X. XXXXX By: /s/ X X XXXXXX
-------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxx Name: X X Xxxxxx
-------------------------- --------------------------------
Title: CFO Title: Program Manager
-------------------------- --------------------------------
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