Exhibit 10.19
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THIS LICENCE made the 29th day of December, 1999
Between
Telexis Corporation
a corporation continued under the laws of Canada
(the "Licensor")
and
Intrinsix Canada Co.
(the "Licensee")
WHEREAS the Licensor leases certain premises (the "Premises") located at Xxxxx
X, 000 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx,(xxx "Building") pursuant to a lease from
Kanata Research Park Corporation (the "Landlord") dated the 25th day of
November, 1997 as amended by Amendment to Lease dated the 5th day of May, 1998,
(the "Lease") upon the terms and conditions set forth therein;
AND WHEREAS the Licensor and the Licensee have agreed that the Licensor and the
Licensee shall jointly occupy a portion of the Premises consisting of the third
floor of the Building (the "Shared Facility") upon the terms and conditions set
forth herein;
IN CONSIDERATION of the fees to be paid and the covenants in this license on the
part of the Licensee, the Licensor grants to the Licensee on the terms hereof
the following license:
(1) To occupy the Shared Facility in common with the Licensor for the purpose
of carrying on the consulting engineering and services business (the
"Purchased Business") formerly carried on by the Licensor in the Shared
Facility and recently purchased by the Licensee;
(2) To install such telephone and network facilities including computers and
other equipment therein as may be necessary or desirable for the conduct of
the Purchased Business;
(3) For the Licensee, its servants agents and invitees to enter and leave the
Shared Facility at all reasonable times subject to the Licensor's
reasonable regulations and security precautions
for the term of one year commencing the 1st day of January, 2000, and ending on
the 31st day of December, 2000, the Licensee paying the fees set out in this
license.
1. LICENSEE'S COVENANTS
The Licensee covenants with the Licensor as follows:
(1) TO PAY FEES -- to pay to the Licensor during the term a fee equal to one
half of all rents and other occupancy charges incurred by the Licensor with
respect to the Shared Facility which accrue during the term of the license,
which sum shall be paid by the Licensee to the Licensor on or before the
date upon which payment is due by the Licensor to the Landlord or to any
third party without any deduction, set-off or abatement whatsoever except
as expressly provided herein;
(2) TO PAY INCREASES IN COSTS -- to pay to the Licensor as an additional
license fee, any amount by which the rent (which expression includes
additional rent and all other charges payable under the Lease) with respect
to the Shared Facility is increased as a result of any act or omission on
the part of the Licensee, including, without limiting the generality of the
foregoing, any increase resulting from the application of Sections 4.05,
5.03, 5.04, 7.04, 7.06, 7.07, 7.09, 7.10, 7.16, 7.22, and Schedule "D" of
the Lease.
(3) COMPLY WITH LEASE -- to comply in connection with its joint occupancy of
the Shared Facility, with all of the terms, conditions and provisos, rules
and regulations contained in the Lease, to the extent that same shall be
applicable from time to time to the Shared Facility;
(4) ALTERATIONS -- not to perform any alterations or renovations to the Shared
Facility without the express written consent of the Licensor;
(5) REMOVAL OF LIENS -- to procure the immediate removal of all liens against
the Shared Facility or any part of it arising in connection with work
performed for or materials furnished to, or obligations incurred by the
Licensee;
(6) SECURING OF APPROVAL -- to secure approval from the Landlord or any of the
authorities having jurisdiction and to submit proof of the approval to the
Licensor before commencing construction, alterations or renovations, it
being understood that the Licensor will co-operate in obtaining any such
approval;
(7) TO OBSERVE AND PERFORM TERMS AND PROVISIONS -- to observe and perform all
those terms and provisions of this license which are binding upon it and
not to do or suffer to be done anything contrary to any term or provision
of this license;
(8) RESTRICTIONS ON USE -- to use the Shared Facility only for the purpose of
the Purchased Business;
(9) NUISANCE -- that nothing shall be done, omitted, or permitted by the
Licensee in the Shared Facility which shall be or result in a nuisance or a
disturbance to the Licensor in its occupation of the Shared Facility;
(10) NO STORAGE -- not to store any goods or merchandise in the Shared Facility
without the written consent of the Licensor;
(11) REMOVAL OF SIGNS -- forthwith upon notice to remove from the Shared
Facility signs, decorations, merchandise or displays to which the Licensor,
acting reasonably, objects, and to permit the Licensor to remove such
signs, decorations, merchandise or displays;
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(12) MAINTENANCE AND REPAIRS -- at all times to keep the Shared Facility in a
clean and sanitary condition and to contribute one-half of the cost,
without xxxx-up of any repairs or maintenance required to be performed to
same by the Licensor, (except to the extent that some are expressly to be
borne by one party or the other pursuant hereto);
(13) ELECTRICAL APPARATUS -- at no time to use electrical or other services at
the Shared Facility which exceed the capacity of any transmission equipment
(including wiring, mains, pipes, conduits, valves and connections) so as to
constitute a hazard;
(14) LIABILITY INSURANCE -- the Licensee shall throughout the term of this
license provide and keep in force for the benefit of the Licensor and the
Licensee general liability insurance in an amount of not less than
$2,000,000.00 in respect of injury to or death of any one person or
property damage; that all insurance shall be effected with insurers and
upon terms and conditions satisfactory to the Licensor; the Licensee shall
promptly furnish to the Licensor copies of insurance policies or other
evidence satisfactory to the Licensor of insurance and any renewals of it;
that if the Licensee fails to insure as required or fails promptly to
furnish to the Licensor satisfactory evidence of insurance, or of the
renewal of any policy before its expiration, the Licensor may effect such
insurance for the benefit of the Licensee or the Licensor for a period not
exceeding one year, and any premium paid by the Licensor shall be
recoverable from the Licensee on demand as additional fees;
(15) TAXES -- to pay as and when they fall due all taxes and rates charged,
assessed or levied in respect of all business or other activity carried on,
in, or in connection with the Shared Facility by the Licensee, or in
respect of the Licensee's business, income or property, and taxes personal
to the Licensee;
(16) QUITTING OF PREMISES -- that at the expiration, cancellation or
determination of the term the Licensee will remove its furniture and its
fixtures from the Shared Facility and leave the Shared Facility in good
repair, reasonable wear and tear and damage by fire, lightning and tempest
for which the Licensor may have valid and collectible insurance only
excepted;
(17) ASSIGNMENT --
(1) that the Licensee shall not assign this license nor sublicense any
part of the Shared Facility without the written consent of the
Licensor, which consent may be withheld without reason
notwithstanding any statutory provision respecting the unreasonable
withholding of consent;
(2) that the Licensee will not mortgage or otherwise encumber its
interest in this license;
(3) that the Licensee will not permit any concessionaire or person, firm
or corporation to occupy any part of the Shared Facility, except its
employees, permitted assigns or sublicensees;
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(4) that the Licensee will ensure that each assignee and sublicensee of
any part of the licensed premises shall covenant with the Licensor to
carry on in the Shared Facility only the business expressly permitted
by this license and to be bound by all the terms and conditions of
this license;
(18) RULES AND REGULATIONS -- to observe and comply with the rules and
regulations set forth in the attached Schedule "B" and deemed to be a part
of this license.
2. LICENSOR'S COVENANTS
The Licensor covenants with the Licensee as follows:
(1) QUIET ENJOYMENT IN COMMON WITH LICENSOR -- that the Licensee shall have
joint use and access to the Shared Facility in common with the Licensor,
free of the claims of any third parties or interests in the Shared Facility
created by the Licensor;
(2) PERFORM OBLIGATIONS UNDER LEASE -- subject to payment of the licensee fees
by the Licensee and performance of the Licensee's obligations under this
license, to perform all of the Licensor's obligations as tenant under the
Lease with respect to the Premises, (except for the obligation to obtain
consent to this License) and to pay one half of all rents due including all
costs, charges and expenses payable under the Lease with respect to the
Shared Facility;
(3)
(4) COMPLY WITH LEASE -- to comply in connection with its joint occupancy of
the Shared Facility, with all of the terms, conditions and provisos, rules
and regulations contained in the Lease, to the extent that same shall be
applicable from time to time to the Licensor's occupation of the Shared
Facility;
(5) ALTERATIONS -- not to perform any alterations or renovations to the Shared
Facility without the express written consent of the Licensee;
(6) REMOVAL OF LIENS -- to procure the immediate removal of all liens against
the Shared Facility or any part of it arising in connection with work
performed for or materials furnished to, or obligations incurred by the
Licensor;
(7) TO OBSERVE AND PERFORM TERMS AND PROVISIONS -- to observe and perform all
those terms and provisions of this license which are binding upon it and
not to do or suffer to be done anything contrary to any term or provision
of this license;
(8) RESTRICTIONS ON USE -- to use the Shared Facility only for the purpose of
the business of the Licensor presently conducted in the Shared Facility;
(9) NUISANCE -- that nothing shall be done, omitted, or permitted by the
Licensor in the Shared Facility which shall be or result in a nuisance or a
disturbance to the Licensee in its occupation of the Shared Facility;
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(10) MAINTENANCE AND REPAIRS -- at all times to keep the Shared Facility in a
clean and sanitary condition and to contribute one-half of the cost,
without xxxx-up of any repairs or maintenance required to be performed to
same, (except to the extent that some are expressly to be borne by one
party or the other pursuant hereto);
(11) TAXES -- to pay as and when they fall due all taxes and rates charged,
assessed or levied in respect of all business or other activity carried on,
in or in connection with the Shared Facility or in respect of the
Licensor's business, income or property, and taxes personal to the
Licensor;
(12) Liability insurance -- the Licensor shall throughout the term of this
license provide and keep in force for the benefit of the Licensor and the
Licensee general liability insurance in an amount of not less than
$2,000,000.00 in respect of injury to or death of any one person or
property damage; the Licensor shall promptly furnish to the Licensee copies
of insurance policies or other evidence satisfactory to the Licensee of
insurance and any renewals of it; that if the Licensor fails to insure as
required or fails promptly to furnish to the Licensee satisfactory evidence
of insurance, or of the renewal of any policy before its expiration, the
Licensee may effect such insurance for the benefit of the Licensee or the
Licensor for a period not exceeding one year, and any premium paid by the
Licensee shall be recoverable from the Licensor on demand;
(12) RULES AND REGULATIONS -- to observe and comply with the rules and
regulations set forth in the attached Schedule "B" and deemed to be a part
of this license.
3. PROVISOS
Provided always and it is agreed between the parties as follows:
(1) LICENSOR NOT LIABLE FOR LOSS OR INJURIES. Neither the Licensor nor its
agents shall be liable for any loss, injury or damage caused to persons
using the Shared Facility, to vehicles or their contents or any other
property on them, for any damage to property entrusted to its or their
employees, or for the loss of any property by theft or otherwise, and all
property kept or stored in the Shared Facility shall be at the sole risk of
the owner thereof, and neither the Licensor nor its agents shall be liable
to the Licensee for any loss, injury or damage to persons or property
resulting from any cause except as provided herein, nor shall the Licensor
or its agents be liable for any loss or damage caused by acts or omissions
of the Landlord or of any person who is not an employee or agent of the
Licensor, or for damage caused by the construction of any public or other
works.
(2) REMEDIES OF LICENSOR FOR NON-PAYMENT BY LICENSEE. If the Licensee fails to
pay any moneys payable pursuant to this license and such moneys are in
arrears and unpaid for a period of eight days after written notice, or if
the Licensee is in default in the observance of any covenant on his part
contained in this license after fifteen days written notice (or, if such
default constitutes a default by Licensor under the terms of the Lease,
after the lesser of fifteen days and the
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number of days permitted by the Lease to remedy such default) except a
covenant to pay money, the Licensor may cancel this license by delivering
to the Licensee notice in writing to that effect, and upon such delivery
this license shall cease, but without prejudice to any rights of the
Licensor which had accrued under this license before the cancellation.
(3) ADDITIONAL REMEDIES OF LICENSOR. In addition to the rights of the Licensor
under paragraph 3(2), if the Licensee is in default in the performance of
any covenant on his part contained in this license, except a covenant to
pay money, the Licensor may perform the covenant for the account of the
Licensee and shall not be liable for any loss or damage to the Licensee's
business caused by acts of the Licensor in so remedying the default of the
Licensee. If the Licensor at any time is compelled or elects to pay any
sum of money or to do any acts which would require the payment of any sum
of money, by reason of the failure of the Licensee to comply with any
provisions of this license, or if the Licensor is compelled or elects to
incur any expense, including legal fees, any sum so paid by the Licensor to
the extent that it shall be reasonable shall be paid by the Licensee to the
Licensor upon demand.
(4) BANKRUPTCY OF LICENSEE. If:
(a) the Licensee is adjudicated a bankrupt, or adjudged to be insolvent,
or
(b) a receiver or trustee of the Licensee's property and affairs is
appointed, or
(c) the Licensee makes an assignment for the benefit of creditors or files
a petition in bankruptcy or insolvency or for the appointment of a
receiver, or
(d) any execution or attachment is issued against the Licensee or any of
the Licensee's property under which any person other than the Licensee
attempts to take or occupy any of the Licensee's rights under this
license, and the execution or attachment is not set aside, vacated,
discharged or bonded within fifteen days after it issues, or
(e) the Licensee attempts to execute a bulk sale or remove the bulk of its
fixtures from the Shared Facility,
this license may at the option of the Licensor be cancelled, whether the
term has commenced or any moneys have been prepaid or not, by delivering to
the Licensee notice to that effect, and upon such delivery this license
shall cease, but without prejudice to any rights of the Licensor which had
accrued before the cancellation.
(5) RELOCATION -- In the event that the Landlord shall at any time exercise any
right contained in the lease, or shall request that the Licensor relocate
to other premises in the Building or in the event that the Licensor should
wish to assign, sublet, or surrender its tenancy of the Shared Facility and
to relocate to other premises (the "Relocated Premises") the following
terms and conditions shall be applicable;
(a) the Relocated Premises shall contain a similar floor area as the
Shared Facilities or, alternately, the Licensee shall be entitled to
the use and
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occupation of an appropriately adjusted percentage thereof
in accordance with the Licensee's requirements at such time (subject
to an appropriate adjustment in the license fee);
(b) the Licensor shall provide at its expense leasehold improvements in
the Relocated Premises to a standard equal to the leasehold
improvements in the Shared Facility;
(c) the Licensor shall pay for the actual, reasonable, direct moving costs
of the Licensee from the Shared Facility to the Relocated Premises;
and
(d) In the event of such relocation, the location of the Shared Facility
shall be amended and the Relocated Premises shall deemed to be the
Shared Facility;
(e) the Licensee shall have the right (to be exercised within thirty days
of receiving notice of such intended relocation) to terminate this
License as of the date of the intended relocation; and
(f) If the Licensor shall be vacating the Shared Facility without
surrendering its lease of the Shared Facility to the Landlord
(otherwise than by way of assignment or sublease to an assignee or
subtenant who covenants and agrees to perform the obligations of the
Licensor pursuant to this License) the Licensor shall first provide
the opportunity to the Licensee to negotiate a sublease from the
Licensor (on terms no more onerous than this agreement) of the portion
of the Shared Facility designated as the Intrinsix Premises as set
forth in Schedule C attached hereto.
The Licensor acknowledges that relocation of the Licensee would cause
disruption to the business of the Licensee, and accordingly, the Licensor
will use reasonable efforts (not involving the expenditure of money) to
avoid such relocation including, if practical, providing the Licensee with
an opportunity to negotiate a lease of the Shared Facility with the
Landlord.
(6) NO PRESUMPTION. The Licensee and the Licensor understand, agree and
acknowledge that;
(a) the license has been freely negotiated by both parties; and
(b) that in any controversy, dispute or contest over the meaning,
interpretation, validity or enforceability of this license or of any
of its terms and conditions, there shall be no inference, presumption
or conclusion drawn whatsoever against either party by virtue of that
party having drafted this license or any portion thereof.
(7) ASSIGNMENT BY LICENSOR. In the event of the assignment, sale, lease or
sublease by the Licensor of its interest in the Premises or the portion of
it containing the Shared Facility or the assignment by the Licensor of this
license or any interest of
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the Licensor hereunder, and to the extent that the purchaser, lessee or
assignee has assumed the covenants and obligations of the Licensor under
this license, the Licensor shall, without further written agreement, be
freed and relieved of liability upon such covenants and obligations, and
the Licensee shall from time to time at the request of the Licensor certify
or acknowledge to any mortgagee, purchaser, lessee or assignee or proposed
mortgagee, purchaser, lessee or assignee the status and validity of this
license and the state of the Licensor's and Licensee's account under it.
(8) NOTICES -- All notices, requests, demands, claims and other communications
hereunder shall be in writing. Any notice, request demand, claim or other
communication hereunder shall be deemed duly delivered three business days
after it is sent by registered or certified mail, return receipt requested,
postage prepaid, or one business day after it is sent via a reputable
overnight courier service, in each case to the intended recipient as set
forth below:
IF TO THE LICENSOR: Copy to:
Telexis Corporation Xxxxxx, Xxxxx
Xxxxx X, Xxxxx 000 000-000 Xxxxxxxxx Xxxxxx
000 Xxxxxx Xxxxx Xxxxxx, XX X0X 0X0
Xxxxxx, Xxxxxxx X0X 0X0
Attention: President Attention: Xxxxxx X. Xxxxxx
If to the Licensee: Copy to:
Intrinsix Corp. Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx 00 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxxxxx, XX 00000
Attention: President Attention: Xxxxxxx X. Xxxxxxxx
Any Party may give any notice, request, demand, claim or other
communication hereunder using any other means (including personal delivery,
expedited courier, messenger service, telecopy, telex, ordinary mail or
electronic mail), but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it
actually is received by the individual for whom it is intended. Any Party
may change the address to which notices, requests, demands, claims and
other communications hereunder are to be delivered by giving the other
Party or Parties notice in the manner herein set forth.
(9) SUBORDINATION OF LICENSE. This license is subject and subordinate to all
mortgages, deeds of trust, or security interests which may now or at any
time after it takes effect affect the license in whole or in part or the
Licensor's interest in the Shared Facility in whole or in part, and whether
any such mortgages, deeds of trust, or security interests shall affect only
the license or the Licensor's interest in the Shared Facility or shall
affect other premises as well, and the Licensee shall at any time upon
notice from the Licensor become a licensee of a mortgagee or trustee under
any such mortgage or deed of trust upon the same terms and
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conditions as are herein set forth. This license shall also be subject and
subordinate to all renewals, modifications, consolidations, replacements
and extensions of any mortgages, deeds of trust, or security interests and
in confirmation of such subordination the Licensee shall execute promptly
upon request by the Licensor all certificates, instruments of postponement
or other instruments which may from time to time be requested, to give
effect thereto.
(10) CONTINUANCE OF LICENSE. If the Licensee continues to exercise the license
granted after the expiration of its term without objection by the Licensor
and without any written agreement providing otherwise, it shall be deemed
to be a licensee from month to month terminable on 30 days written notice,
and subject to the provisions of this license in so far as the same are
applicable (including fees), but it shall be lawful for the Licensor to
cancel and determine the license granted by delivering to the Licensee
notice to that effect, and upon delivery of such notice the license shall
cease without prejudice to any rights of the Licensor under this license
accrued before the cancellation.
(11) ACCESS TO SHARED FACILITY -- Each Party covenants and agrees that it will
not (and will instruct all of its employees, agents and representatives who
have access to the Shared Facility not to):
(i) interfere with the business or property of each Party, except as
expressly provided;
(ii) disclose any confidential information which was made available to it
as a result of its access to the Shared Facility pursuant to this
Agreement or
(iii) make any material alterations to the Facility without the prior
written consent of the other Party.
Either Party will be entitled to an injunction, restraining order or other
equitable relief from any court of competent jurisdiction in the event of
any breach by the other of this proviso. The rights and remedies provided
by this proviso are cumulative and in addition to any other rights and
remedies either Party may have at law or equity.
(12) NON-WAIVER OF DEFAULT. The waiver or acquiescence by the Licensor or the
Licensee of or in any breach by the other party of any covenant or
condition shall not be deemed to be a waiver of the covenant or condition
or any subsequent or other breach of any covenant or condition of this
license.
(13) SEVERABILITY. Any term or provision of this License that is invalid or
unenforceable in any situation in Ontario shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation
or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the Parties agree that the court making the
determination of invalidity or unenforceability shall have the power to
reduce the scope, duration or area of the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term
or provision with a term or provision that is valid and
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enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this License shall be
enforceable as so modified after the expiration of the time within which
the judgment may be appealed.
(14) AREA - The Licensor and the Licensee acknowledge that the Shared Facility
has an area of approximately 10,808.5 rentable square feet and that the
Premises contain an area of approximately 44,416.2 rentable square feet,
and accordingly (subject to adjustment in area pursuant to the provisions
of Lease) unless otherwise provided herein, the fee payable to the Licensor
by the Licensee shall be 12.1673% of the total occupancy costs payable by
the Licensor in connection with the Premises.
(15) INTEREST -- In the event that either of the Parties defaults in its
obligation to make any payment hereunder, the defaulting Party shall pay
the other Party interest at the prime rate in effect from time to time at
the Royal Bank of Canada for Canadian dollar loans, plus two percent.
(16) Renewal - Provided that the Licensee is not in default in the performance
of its obligations under this License, the Licensee shall have the option
(to be exercised no later than September 20, 2000) of renewing this license
for a period of one year upon the same terms and conditions as are
contained herein, save and except for this right of renewal.
(17) Waiver of Subrogation - In the event of damage to the property of the
Licensor or the Licensee from fire, lightning, explosion and all perils
defined in a standard policy of fire insurance and additional perils, the
parties agree to look solely to their respective insurers, and each party
hereby waives any right of subrogation which their respective insurers may
have against the other party, whether or not such damage results from the
negligence or other fault of the other party, its servants, agents, or
contractors.
(18) ALLOCATION OF SPACE - Unless otherwise agreed, the Licensor and the
Licensee shall have exclusive use of those portions of the Shared Facility
designated as "Telexis Premises" and "Intrinsix Premises" respectively on
Schedule C attached hereto, and shall each have free access to the portion
of the Shared Facility designated as "Common Premises" thereon.
(19) LAW. This License Agreement shall be governed by the laws of the Province
of Ontario.
(20) HEADINGS. The section headings contained in this License are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
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WITNESS our hands and seals.
TELEXIS CORPORATION
Per: /s/ Xxxxx Xxxxxxxx
--------------------------------
Per: /s/ Xxxxx Xxxxxxxx
--------------------------------
INTRINSIX CANADA CO.
Per: /s/ Xxx Xxxxx
---------------------------------
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SCHEDULE A
Floor Plan
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3rd Floor, 555 Legget, Tower B
Approximately 10,808.5 rentable square feet
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SCHEDULE "B"
RULES AND REGULATIONS
1. CLEANLINESS AND TIDINESS. Neither the Licensor nor the Licensee shall
perform acts or carry on any practices which may injure the buildings, and each
of them shall keep the Shared Facility at all times orderly and tidy and free
from rubbish and dirt.
2. INSTALLATIONS. Neither party shall install any lighting or plumbing
fixtures, radio or television antennae, loudspeakers, sound amplifiers, or any
mechanical, electrical or other means of sound reproduction or any similar
device except with the advance written consent of the other party.
3. ALTERATIONS. Neither party shall make any alterations or additions without
the consent of the other. If alterations become necessary because of the
application of laws or government regulations to the business carried on by the
Licensee, or because of any act or default of the Licensee, or because the
Licensee has overloaded any facility, the Licensee shall make such alterations
at its own expense after first obtaining the Licensor's written approval of
plans and specifications and furnishing such indemnification against liens,
costs, damages and expenses as the Licensor may reasonably require.
4. NOISE, LIGHTS AND ODORS. Neither party shall cause or permit any unusual or
objectionable noises, lights or odours to emanate throughout and from the Shared
Facility.
5. ADVERTISING. The Licensee shall not conduct merchandising, display or
advertising in connection with its business except in a dignified manner and in
conformity with the highest standards and practices prevailing among others
dealing in the same or similar business.
6. REPUTATION. Any business conduct or practice promulgated, carried on or
maintained by the Licensee which may harm or tend to harm the business or
reputation of the Licensor, or reflect or tend to reflect unfavorably on the
Licensor or which might confuse or mislead or tend to confuse or mislead the
public, shall be immediately discontinued by the Licensee at the request of the
Licensor.
7. PARKING. If rates or charges are imposed by the Landlord for the use of
parking areas or facilities the Licensee shall pay, as an additional license
fee, its proper share of such rates and charges.
8. INSURANCE. The Licensee shall not carry or omit to do or suffer to be done
anything in or about the Shared Facility which will in any way impair or
invalidate the obligation of any policy of insurance effected by the Licensor on
the Shared Facility.
9. INCREASE IN INSURANCE PREMIUM. If the insurance rates in respect of the
building or any part of it or any tenant or any Licensee in it shall be
increased by reason of the Licensee's use of the Shared Facility, the Licensee
shall indemnify the Licensor from all costs, charges and expenses imposed upon
the Licensor as a result thereof.
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