EXHIBIT 10.5
THIS LEASE made the 1st day of June 1998, between GREAT AMERICAN REALTY OF DEER
PARK, 0000 Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 hereinafter referred to as
LANDLORD, and SURGE COMPONENT, INC., 0000 Xxxxx Xxxxxxxxx, Xxxx Xxxx, XX 00000
hereinafter jointly, severally and collectively referred to as TENANT.
WITNESSETH, that the Landlord hereby leases to the Tenant, and the
Tenant hereby hires and takes from the Landlord in the building known as The
Premises, 7,500 Square Feet to be used and occupied by the Tenant
As General Sales Office
and for no other purpose, for a term to commence on January 1, 1998, and to end
on December 31, 2008, unless sooner terminated as hereinafter provided, at the
ANNUAL RENT of
all payable in equal monthly installments in advance on the first day of each
and every calendar month during said term, except the first installment, which
shall be paid upon the execution hereof.
THE TENANT JOINTLY AND SEVERALLY COVENANTS:
FIRST.-That the Tenant will pay the rent as above provided.
SECOND.-That, throughout said term the Tenant will take good care of
the demised premises, fixtures and appurtenances, and all alterations, additions
and improvements to either; make all repairs in and about the same necessary to
preserve them in good order and condition, which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury; give prompt notice to the Landlord of any fire that
may occur; execute and comply with all laws, rules, orders, ordinances and
regulations at any time issued or in force (except those requiring structural
alterations), applicable to the demised premises or to the Tenant's occupation
thereof, of the Federal, State and Local Governments, and of each and every
department, bureau and official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection, and to exhibit them for purposes of sale or rental; suffer the
Landlord to make repairs and improvements to all parts of the building, and to
comply with all orders and requirements of governmental authority applicable to
said building or to any occupation thereof; suffer the Landlord to erect, use,
maintain, repair and replace pipes and conduits in the demised premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability, penalties, damages, expenses and judgments
arising from injury during said term to person or property of any nature,
occasioned wholly or in part by any act or acts, omission or omissions of the
Tenant, or of the employees, guests, agents, assigns or undertenants of the
Tenant and also for any matter or thing growing out of the occupation of the
demised premises or of the streets, sidewalks or vaults adjacent thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain unmolested in a conspicuous place
upon the exterior of the demised premises; repair, at or before the end of the
term, all injury done by the installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised premises with all
alterations, additions and improvements in good order and condition.
THIRD.-That the Tenant will not disfigure or deface any part of the
building, or suffer the same to be done, except so far as may be necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not obstruct, or permit the obstruction of the street or the sidewalk
adjacent thereto; will not do anything, or suffer anything to be done upon the
demised premises which will increase the rate of fire insurance upon the
building or any of its contents, or be liable to cause structural injury to said
building; will not permit the accumulation of waste or refuse matter, and will
not, without the written consent of the Landlord first obtained in each case,
either sell, assign, mortgage or transfer this lease, underlet the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by anybody other than the Tenant and the Tenant's employees, make any
alterations in the demised premises, use the demised premises or any part
thereof for any purpose other than the one first above stipulated, or for any
purpose deemed extra hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls, stairway or entrances to the building, and will not erect or
inscribe any sign, signals or advertisements unless and until the style and
location thereof have been approved by the Landlord; and if any be erected or
inscribed without such approval, the Landlord may remove the same. No water
cooler, air conditioning unit or system or other apparatus shall be installed or
used without the prior written consent of Landlord.
IT IS MUTUALLY COVENANTED AND AGREED, THAT
FOURTH.-If the demised premises shall be partially damaged by fire or other
cause without the fault or neglect of Tenant, Tenant's servants, employees,
agents, visitors or licensees, the damages shall be repaired by and at the
expense of Landlord and the rent until such repairs shall be made shall be
apportioned according to the part of the demised premises which is usable by
Tenant. But if such partial damage is due to the fault or neglect of Tenant,
Tenant's servants, employees, agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer, the damages shall be repaired by Landlord
but there shall be no apportionment or abatement of rent. No penalty shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord and/or Tenant, and for reasonable delay on account of
"labor troubles", or any other cause beyond Landlord's control. If the demised
premises are totally damaged are totally damaged or are rendered wholly
untenantable by fire or other cause, and if Landlord shall decide not to restore
or not to rebuild the same, or if the building shall be so damaged that Landlord
shall decide to demolish it or to rebuild it, then or in any of such events
Landlord may, within ninety (90) days after such fire or other cause, give
Tenant a notice in writing of such decision, which notice shall be given as in
Paragraph Twelve hereof provided, and thereupon the term of this lease shall
expire by lapse of time upon the third day after such notice is given, and
Tenant shall vacate the demised premises and surrender the same to Landlord. If
Tenant shall not be in default under this lease then, upon the termination of
this lease under the conditions provided for in the sentence immediately
preceding, Tenant's liability for rent shall cease as of the day following the
casualty. Tenant hereby expressly waives the provisions of Section 227 of the
Real Property Law and agrees that the foregoing provisions of this Article shall
govern and control in lieu thereof. If the damage or destruction be due to the
fault or neglect of Tenant the debris shall be removed by, and at the expense
of, Tenant.
FIFTH.-If the whole or any part of the premises hereby demised shall be
taken or condemned by any competent authority for any public use or purpose then
the term hereby granted shall cease from the time when possession of the part so
taken shall be required for such public purpose and without apportionment of
award, the Tenant hereby assigning to the landlord all right and claim to any
such award, the current rent, however, in such case to be apportioned.
SIXTH.-If, before the commencement of the term, the Tenant be adjudicated
a bankrupt, or make a "general assignment," or take the benefit of any insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's property, or if
this lease or the estate of the Tenant hereunder be transferred or pass to or
devolve upon any other person or corporation, or if the Tenant shall default in
the performance of any agreement by the Tenant contained in any other lease to
the Tenant by the Landlord or by any corporation of which an officer of the
Landlord is a Director, this lease shall thereby at the option of the Landlord,
be terminated and in that case, neither the Tenant nor anybody claiming under
the Tenant shall be entitled to go into possession of the demised premises. If
after the commencement of the term, any of the events mentioned above in this
subdivision shall occur, or if Tenant shall make default in fulfilling any of
the covenants of this lease, other than the covenants for the payment of rent or
"additional rent" or if the demised premises become vacant or deserted, the
Landlord may give to the Tenant ten days' notice of intention to end the term of
this lease, and thereupon at the expiration of said ten days' (if said condition
which was the basis of said notice shall continue to exist) the term under this
lease shall expire as fully and completely as if that day were the date herein
definitely fixed for the expiration of the term and the Tenant will then quit
and surrender the demised premises to the Landlord, but the Tenant Shall remain
liable as hereinafter provided.
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If the Tenant shall make default in the payment of the rent reserved
hereunder, or any item of "additional rent" herein mentioned, or any part of
either or, in making any other, payment herein provided for, or if the notice
last above provided for shall have been given and if the condition which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord may immediately, or at any time thereafter, re-enter the demised
premises and remove all persons and all or any property therefrom, either by
summary dispossess proceedings, or by any suitable action or proceeding at law,
or by force or otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said premises together with all
additions, alterations and improvements. In any such case or in the event that
this lease be "terminated" before the commencement of the term, as above
provided, the Landlord may either re-let the demised premises or any part or
parts thereof for the Landlord's own account, or may, at the Landlord's option,
re-let the demised premises or any part or parts thereof as the agent of the
Tenant, and receive the rents therefor, applying the same first to the payment
of such expenses as the Landlord may have incurred, and then to the fulfillment
of the covenants of the Tenant herein, and the balance, if any, at the
expiration of the term first above provided for, shall be paid to the Tenant.
Landlord may rent the premises for a term extending beyond the term hereby
granted without releasing Tenant from any liability. In the event that the term
of this lease shall expire as above in this subdivision "Sixth" provided, or
terminate by summary proceedings or otherwise, and if the Landlord shall not
re-let the demised premises for the Landlord's own account, then, whether or not
the premises be re-let, the Tenant shall remain liable for, and the Tenant
hereby agrees to pay to the Landlord, until the time when this lease would have
expired but for such termination or expiration, the equivalent of the amount of
all of the rent and "additional rent" reserved herein, less the avails of
reletting, if any, and the same shall be due and payable by the Tenant to the
Landlord on the several rent days above specified, that is, upon each of such
rent days the Tenant shall pay to the Landlord the amount of deficiency then
existing. The Tenant hereby expressly waives any and all right of redemption in
case the Tenant shall be dispossessed by judgment or warrant of any court or
judge, and the Tenant waives and will waive all right to trial by jury in any
summary proceedings hereafter instituted by the Landlord against the Tenant in
respect to the demised premises. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.
In the event of a breach or threatened breach by the Tenant of any of the
covenants or provisions hereof, the Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity, as if re-entry,
summary proceedings and other remedies were not herein provided for.
SEVENTH.-If the Tenant shall make default in the performance of any
covenant herein contained, the Landlord may immediately, or at any time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of mechanic's lien be filed against the demised premises or against
premises of which the demised premises are part, for, or purporting to be for,
labor or material alleged to have been furnished, or to be furnished to or for
the Tenant at the demised premises, and if the Tenant shall fail to take such
action as shall cause such lien to be discharged within fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings, and in the event of such deposit
or bonding proceedings, the Landlord may require the lienor to prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water, electric current or sprinkler supervisory service, and any expense
incurred or sum of money paid by the Landlord by reason of the failure of the
Tenant to comply with any provision hereof, or in defending any such action,
shall be deemed to be "additional rent" for the demised premises, and shall be
due and payable by the Tenant to the Landlord on the first day of the next
following month, or, at the option of the Landlord, on the first day of any
succeeding month. The receipt by the Landlord of any installment of the regular
stipulated rent hereunder or any of said "additional rent" shall not be a waiver
of any other "additional rent" then due.
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EIGHTH.-The failure of the Landlord to insist, In any one or more
instances upon a strict performance of any of the covenants of this lease, or to
exercise any option herein contained, shall not be construed as a waiver or a
relinquishment for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by the Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such breach and no waiver by the Landlord of any provision hereof
shall be deemed to have been made unless expressed in writing and signed by the
Landlord. Even though the Landlord shall consent to an assignment hereof no
further assignment shall be made without express consent in writing by the
Landlord.
NINTH.-If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than the Tenant the Landlord
may collect rent from the assignee, under-tenant or occupant, and apply the net
amount collected to the rent herein reserved, and no such collection shall be
deemed a waiver of the covenant herein against assignment and underletting, or
the acceptance of the assignee, under-tenant or occupant as tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.
TENTH.-This lease shall be subject and subordinate at all times, to the
lien of the mortgages now on the demised premises, and to all advances made or
hereafter to be made upon the security thereof, and subject and subordinate to
the lien of any mortgage or mortgages which at any time may be made a lien upon
the premises. The Tenant will execute and deliver such further instrument or
instruments subordinating this lease to the lien of any such mortgage or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the Tenant.
ELEVENTH.-All improvements made by the Tenant to or upon the demised
premises, except said trade fixtures, shall when made, at once be deemed to be
attached to the freehold, and become the property of the Landlord, and at the
end or other expiration of the term, shall be surrendered to the Landlord in as
good order and condition as they were when installed, reasonable wear and
damages by the elements excepted.
TWELFTH.-Any notice or demand which under the terms of this lease or under
any statute must or may be given or made by the parties hereto shall be in
writing and shall be given or made by mailing the same by certified or
registered mail addressed to the respective parties at the addresses set forth
in this lease.
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THIRTEENTH.-The Landlord shall not be liable for any failure of water
supply or electrical current, sprinkler damage, or failure of sprinkler service,
nor for injury or damage to person or property caused by the elements or by
other tenants or persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any part of said
buildings, or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface, or from any other place, nor for interference with
light or other incorporeal hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental authority in construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building.
FOURTEENTH.-No diminution or abatement of rent, or other compensation
shall be claimed or allowed for inconvenience or discomfort arising from the
making of repairs or improvements to the building or to its appliances, nor for
any space taken to comply with any law, ordinance or order of a governmental
authority. In respect to the various "services," if any, herein expressly or
impliedly agreed to be furnished by the Landlord to the Tenant, it is agreed
that there shall be no diminution or abatement of the rent, or any other
compensation, for interruption or curtailment of such "service" when such
interruption or curtailment shall be due to accident, alterations or repairs
desirable or necessary to be made or to inability or difficulty in securing
supplies or labor for the maintenance of such "service" or to some other cause,
not gross negligence on the part of the Landlord. No such interruption or
curtailment of any such "service" shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the Tenant shall not be entitled
to receive, any of such "services" during any period wherein the Tenant shall be
in default in respect to the payment of rent. Neither shall there be any
abatement or diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed for the
commencement of the term, it being understood that rent shall, in any event,
commence to run at such date so above fixed.
FIFTEENTH.-The Landlord may prescribe and regulate the placing of safes,
machinery, quantities of merchandise and other things. The Landlord may also
prescribe and regulate which elevator and entrances shall be used by the
Tenant's employees, and for the Tenant's shipping. The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the preservation of good order therein. The Tenant and the employees and
agents of the Tenant will observe and conform to all such rules and regulations.
SIXTEENTH.-In the event that an excavation shall be made for building or
other purposes upon land adjacent to the demised premises or shall be
contemplated to be made, the Tenant shall afford to the person or persons
causing or to cause such excavation, license to enter upon the demised premises
for the purpose of doing such work as said person or persons shall deem to be
necessary to preserve the wall or walls, structure or structures upon the
demised premises from injury and to support the same by proper foundations.
SEVENTEENTH.-No vaults or space not within the property line of the
building are leased hereunder. Landlord makes no representation as to the
location of the property line of the building. Such vaults or space as Tenant
may be permitted to use or occupy are to be used or occupied under a revocable
license and if such license be revoked by the Landlord as to the use of part or
all of the vaults or space Landlord shall not be subject to any liability;
Tenant shall not be entitled to any compensation or reduction in rent nor shall
this be deemed constructive or actual eviction. Any tax, fee or charge of
municipal or other authorities for such vaults or space shall be paid by the
Tenant for the period of the Tenant's use or occupancy thereof.
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EIGHTEENTH.-That during seven months prior to the expiration of the term
hereby granted, applicants shall be admitted at all reasonable hours of the day
to view the premises until rented; and the Landlord and the Landlord's agents
shall be permitted at any time during the term to visit and examine them at any
reasonable hour of the day, and workmen may enter at any time, when authorized
by the Landlord or the Landlord's agents, to make or facilitate repairs in any
part of the building; and if the said Tenant shall not be personally present to
open and permit an entry into said premises, at any time, when for any reason an
entry therein shall be necessary or permissible hereunder, the Landlord or the
Landlord= s agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord reasonable care to the Tenant's
property) and without in any manner affecting the obligations and covenants of
this lease; it is, however, expressly understood that the right and authority
hereby reserved, does not impose, nor does the Landlord assume, by reason
thereof, any responsibility or liability whatsoever for the care or supervision
of said premises, or any of the pipes, fixtures, appliances or appurtenances
therein contained or therewith in any manner connected.
NINETEENTH.-The Landlord has made no representations or promises in
respect to said building or to the demised premises except those contained
herein, and those, if any, contained in some written communication to the
Tenant, signed by the Landlord. This instrument may not be changed, modified,
discharged or terminated orally.
TWENTIETH.-If the Tenant shall at any time be in default hereunder, and if
the Landlord shall institute an action or summary proceeding against the Tenant
based upon such default, then the Tenant will reimburse the Landlord for the
expense of attorneys' fees and disbursements thereby incurred by the Landlord,
so far as the same are reasonable in amount. Also so long as the Tenant shall be
a tenant hereunder the amount of such expenses shall be deemed to be "additional
rent" hereunder and shall be due from the Tenant to the Landlord on the first
day of the month following the incurring of such respective expenses.
TWENTY-FIRST.-Landlord shall not be liable for failure to give possession
of the premises upon commencement date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person wrongfully in possession or for any other reason: in such event the
rent shall not commence until possession is given or is available, but the term
herein shall not be extended.
THE TENANT FURTHER COVENANTS:
TWENTY-SECOND.-If the demised premises or any part thereof consist of a
store, or of a first floor, or of any part thereof, the Tenant will keep the
sidewalk and curb in front thereof clean at all times and free from snow and
ice, and will keep insured in favor of the Landlord, all plate glass therein and
furnish the Landlord with policies of insurance covering the same.
TWENTY-THIRD.-If by reason of the conduct upon the demised premises of a
business not herein permitted, or if by reason of the improper or careless
conduct of any business upon or use of the demised premises, the fire insurance
rate shall at any time be higher than it otherwise would be, then the Tenant
will reimburse the Landlord, as additional rent hereunder, for that part of all
fire insurance premiums hereafter paid out by the Landlord which shall have been
charged because of the conduct of such business not so permitted, or because of
the improper or careless conduct of any business upon or use of the demised
Premises, and will make such reimbursement upon the first day of the month
following such outlay by the Landlord; but this covenant shall not apply to a
premium for any period beyond the expiration date of this lease, first above
specified. In any action or proceeding wherein the Landlord and Tenant are
parties, a schedule or "make up" of rate for the building on the demised
premises, purporting to have been issued by New York Fire Insurance Exchange, or
other body making fire insurance rates for the demised premises, shall be prima
facie-evidence of the facts therein stated and of the several items and charges
included in the fire insurance rate then applicable to the demised premises.
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TWENTY-FOURTH.-If a separate water meter be installed for the demised
premises, or any part thereof, the Tenant will keep the same in repair and pay
the charges made by the municipality or water supply company for or in respect
to the consumption of water, as and when bills therefor are rendered. If the
demised premises or any part thereof, be supplied with water through a meter
which supplies other premises, the Tenant will pay to the Landlord, as and when
bills are rendered therefor, the Tenant's proportionate part of all charges
which the municipality or water supply company shall make for all water consumed
through said meter, as indicated by said meter. Such proportionate part shall be
fixed by apportioning the respective charge according to floor area against all
of the rentable floor area in the building (exclusive of the basement) which
shall have been occupied during the period of the respective charges, taking
into account the period that each part of such area, was occupied. Tenant agrees
to pay as additional rent the Tenant's proportionate part, determined as
aforesaid, of the sewer rent or charge imposed or assessed upon the building of
which the premises are a part.
TWENTY-FIFTH.-That the Tenant will purchase from the Landlord, if the
Landlord shall so desire, all electric current that the Tenant requires at the
demised premises, and will pay the Landlord for the same, as the amount of
consumption shall be indicated by the meter furnished therefor. The price for
said current shall be the same as that charged for consumption similar to that
of the Tenant by the company supplying electricity in the same community.
Payments shall be due as and when bills shall be rendered. The Tenant shall
comply with like rules, regulations and contract provisions as those prescribed
by said company for a consumption similar to that of the Tenant.
TWENTY-SIXTH.-If there now is or shall be installed in said building a
"sprinkler system" the Tenant agrees to keep the appliances thereto in the
demised premises in repair and good working condition, and if the New York Board
of Fire Underwriters or the New York Fire Insurance Exchange or any bureau,
department or official of the State or local government requires or recommends
that any changes, modifications, alterations or additional sprinkler heads or
other equipment be made or supplied by reason of the Tenant's business, or the
location of partitions, trade fixtures, or other contents of the demised
premises, or if such changes, modifications, alterations, additional sprinkler
heads or other equipment in the demised premises are necessary to prevent the
imposition of a penalty or charge against the full allowance for a sprinkler
system in the fire Insurance rate as fixed by said Exchange, or by any Fire
Insurance Company, the Tenant will at the Tenant's own expense, promptly make
and supply such changes, modifications, alterations, additional sprinkler heads
or other equipment. As additional rent hereunder the Tenant will pay to the
Landlord, annually in advance, throughout the term $..........................
toward the contract price for sprinkler supervisory service.
TWENTY-SEVENTH.-The sum of .................................................
............................ Dollars is deposited by the Tenant herein with the
Landlord herein as security for the faithful performance of all the covenants
and conditions of the lease by the said Tenant. If the Tenant faithfully
performs all the covenants and conditions on his part to be performed, then the
sum deposited shall be returned to said Tenant.
TWENTY-EIGHTH.-This lease is granted and accepted on the especially
understood and agreed condition that the Tenant will conduct his business in
such a manner, both as regards noise and kindred nuisances, as will in no wise
interfere with, annoy, or disturb any other tenants, in the conduct of their
several businesses, or the landlord in the management of the building; under
penalty of forfeiture of this lease and consequential damages.
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TWENTY-NINTH.-The Landlord hereby recognizes as the
broker who negotiated and consummated this lease with the Tenant herein, and
agrees that if, as, and when the Tenant exercises the option, if any, contained
herein to renew this lease, or fails to exercise the option, if any, contained
therein to cancel this lease, the Landlord will pay to said broker a further
commission in accordance with the rules and commission rates of the Real Estate
Board in the community. A sale, transfer, or other disposition of the Landlord's
interest in said lease shall not operate to defeat the Landlord's obligation to
pay the said commission to the said broker. The Tenant herein hereby represents
to the Landlord that the said broker is the sole and only broker who negotiated
and consummated this lease with the Tenant.
THIRTIETH.-The Tenant agrees that it will not require, permit, suffer nor
allow the cleaning of any window, or windows, in the demised premises from the
outside (within the meaning of Section 202 of the Labor Law) unless the
equipment and safety devices required by law, ordinance, regulation or rule,
including, without limitation, Section 202 of the New York Labor Law, are
provided and used, and unless the rules, or any supplemental rules of the
Industrial Board of the State of New York are fully complied with; and the
Tenant hereby agrees to indemnify the Landlord, Owner, Agent, Manager and/or
Superintendent, as a result of the Tenant's requiring, permitting, suffering, or
allowing any window, or windows In the demised premises to be cleaned from the
outside in violation of the requirements of the aforesaid laws, ordinances,
regulations and/or rules.
THIRTY-FIRST.-The invalidity or unenforceability of any provision of this
lease shall in no way affect the validity or enforceability of any other
provision hereof.
THIRTY-SECOND.-In order to avoid delay, this lease has been prepared and
submitted to the Tenant for signature with the understanding that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.
THIRTY-THIRD.-The Tenant will keep clean and polished all metal, trim,
marble and stonework which are a part of the exterior of the premises, using
such materials and methods as the Landlord may direct, and if the Tenant shall
fail to comply with the provisions of this paragraph, the Landlord may cause
such work to be done at the expense of the Tenant.
THIRTY-FOURTH.-The Landlord shall replace at the expense of the Tenant any
and all broken glass in the skylights, doors and walls in and about the demised
premises. The Landlord may insure and keep insured all plate glass in the
skylights, doors and walls in the demised Premises, for and in the name of the
Landlord and bills for the premiums therefor shall be rendered by the Landlord
to the Tenant at such times as the Landlord may elect, and shall be due from and
payable by the Tenant when rendered, and the amount thereof shall be deemed to
be, and shall be paid as, additional rent.
THIRTY-FIFTH.-This lease and the obligation of Tenant to pay rent hereunder
and perform all of the other covenants and agreements hereunder on part of
Tenant to be performed shall in nowise be affected, impaired or excused because
Landlord is unable to supply or is delayed in supplying any service expressly or
impliedly to be supplied or is unable to make, or is delayed in making any
repairs, additions, alterations or decorations or is unable to supply or is
delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with a
National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any government agency or by reason of the conditions of supply and
demand which have been or are affected by war or other emergency.
8
THE LANDLORD COVENANTS
FIRST.-That if and so long as the Tenant pays the rent and "additional rent"
reserved hereby, and performs and observes the covenants and provisions hereof,
the Tenant shall quietly enjoy the demised premises, subject, however, to the
terms of this lease, and to the mortgages above mentioned, provided however,
that this covenant shall be conditioned upon the retention of title to the
premises by Landlord.
SECOND.-Subject to the provisions of Paragraph "Fourteenth" above the
Landlord will furnish the following respective services: (a) Elevator service,
if the building shall contain an elevator or elevators, on all days except
Sundays and holidays, from A.M. to P.M. and on Saturdays from A.M.
to P.M.; (b) Heat, during the same hours on the same days in the cold season
in each year.
And it is mutually understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties hereto and upon
their respective successors, heirs executors and administrators.
IN WITNESS WHEREOF, the Landlord and Tenant have respectively signed and
sealed these presents the day and year first above written.
/s/ Xxxx Xxxxxx [L.S.]
---------------------
Landlord
IN PRESENCE OF:
/s/ Xxx Xxxx [L.S.]
---------------------
Tenant
RIDER TO LEASE DATE THE 1ST. DAY OF JUNE, 1998, BETWEEN GREAT AMERICAN REALTY
OF DEER PARK, LANDLORD AND SURGE COMPONENTS, AS TENANT.
36TH. THAT THE TENANT SHALL PAY THE ANNUAL RENT OF:
A) $30,418.08 FOR THE FIRST YEAR OF THIS LEASE COMMENCING JANUARY 01,
1998 THROUGH APRIL 30, 1998 SAID RENT TO BE PAID IN EQUAL MONTHLY PAYMENTS IN
ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF $ 5,069.68
B) $31,330.62 FOR THE FIRST YEAR OF THIS LEASE COMMENCING MAY 01, 1998
THROUGH DECEMBER 31, 1998 SAID RENT TO BE PAID IN EQUAL MONTHLY PAYMENTS IN
ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF $ 6,689.68
C) $75,268.44 FOR THE SECOND YEAR OF THIS LEASE COMMENCING JANUARY 01,
1999 THROUGH DECEMBER 31, 1999 SAID RENT TO BE PAID IN EQUAL MONTHLY PAYMENTS IN
ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF $ $6,272.37
D) $77,526.48 FOR THE THIRD YEAR OF THIS LEASE COMMENCING JANUARY 01,
2000 THROUGH DECEMBER 31, 2000 SAID RENT TO BE PAID IN EQUAL MONTHLY PAYMENTS IN
ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF $ $6,460.54
E) $79,853.52 FOR THE FOURTH YEAR OF THIS LEASE COMMENCING JANUARY 01,
2001 THROUGH DECEMBER 31, 2001 SAID RENT TO BE PAID IN EQUAL MONTHLY PAYMENTS IN
ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF $ 6,654.46
F) $82,249.08 FOR THE FIFTH YEAR OF THIS LEASE COMMENCING JANUARY 01,
2002 THROUGH DECEMBER 31, 2002 SAID RENT TO BE PAID IN EQUAL MONTHLY PAYMENTS IN
ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF $ 6,854.09
G) $84,716.52 FOR THE SIXTH YEAR OF THIS LEASE COMMENCING JANUARY 01,
2003 THROUGH DECEMBER 31, 2003 SAID RENT TO BE PAID IN EQUAL MONTHLY PAYMENTS IN
ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF $ 7,059.71
H) $87,258.00 FOR THE SEVENTH YEAR OF THIS LEASE COMMENCING JANUARY
01, 2004 THROUGH DECEMBER 31, 2004 SAID RENT TO BE PAID IN EQUAL MONTHLY
PAYMENTS IN ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF
$7,271.50
I) $89,875.80 FOR THE EIGHTH YEAR OF THIS LEASE COMMENCING JANUARY 01,
2005 THROUGH DECEMBER 31, 2005 SAID RENT TO BE PAID IN EQUAL MONTHLY PAYMENTS IN
ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF $ 7,489.65
J) $92,572.08 FOR THE NINTH YEAR OF THIS LEASE COMMENCING JANUARY
01, 2006 THROUGH DECEMBER 31, 2006 SAID RENT TO BE PAID IN EQUAL MONTHLY
PAYMENTS IN ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF
$7,714.34
K) $95,349.24 FOR THE TENTH YEAR OF THIS LEASE COMMENCING JANUARY
01, 2007 THROUGH DECEMBER 31, 2007 SAID RENT TO BE PAID IN EQUAL MONTHLY
PAYMENTS IN ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF
$7,945.77
L) $98,209.68 FOR THE ELEVENTH YEAR OF THIS LEASE COMMENCING JANUARY
01, 2008 THROUGH DECEMBER 31, 2008 SAID RENT TO BE PAID IN EQUAL MONTHLY
PAYMENTS IN ADVANCE ON THE FIRST DAY OF EACH AND EVERY MONTH IN THE SUM OF
$8,184.14
37TH. THE TENANT AGREES AT ITS OWN COST AND EXPENSE TO PAY FOR AND
PROVIDE ALL HEAT, AIR CONDITIONING, ELECTRICITY, GAS WATER, FUEL, ALL UTILITIES
AND SERVICES USED AND CONSUMED BY IT AND TO KEEP THE DEMISED PREMISES IN A NEAT
AND ORDERLY FASHION BEING THE UNDERSTANDING AND INTENTION OR THE PARTIES HERETO
THAT THE TENANT HIRES THE PREMISES AND THE LANDLORD RENTS THE PREMISES TO THE
TENANT WITHOUT ANY SERVICE OF ANY KIND WHATSOEVER. IN THE EVENT THAT THE
PREMISES HAS A SEPARATE SEPTIC TANK OR CESSPOOL THE TENANT SHALL MAINTAIN,
REPAIR OF REPLACE THE SAME AT TENANT'S OWN COST AND EXPENSE.
38TH. THE TENANT AT ITS OWN COST AND EXPENSE AGREES TO PROVIDE AND TO
KEEP IN FULL FORCE AND EFFECT DURING THE TERMS OF THIS LEASE FOR THE BENEFIT OF
THE LANDLORD, GENERAL LIABILITY INSURANCE IN STANDARD FROM PROTECTING THE
LANDLORD AGAINST AND LIABILITY WHATSOEVER OCCASIONED BY ACCIDENT IN OR ABOUT THE
DEMISED PREMISES. THE LANDLORD SHALL BE NAMED AS AN ADDITIONAL INSURED
THEREUNDER AND SHALL BE PROTECTED AGAINST ALL LIABILITY OCCASIONED BY ANY
OCCURRENCE INSURED AGAINST. SUCH POLICY OR POLICIES SHALL COVER THE LEASED
PREMISES AND SHALL PROVIDE FOR ALL LEASE THIRTY (30) DAYS NOTICE TO THE LANDLORD
BEFORE CANCELLATION OR NON-RENEWAL. A CERTIFICATION THEREOF SHALL BE DELIVERED
TO THE LANDLORD. SAID INSURANCE POLICY(S) SHALL PROVIDE FOR THE FOLLOWING
MINIMUM COVERAGES:$1,000,000.00 COMBINED SINGLE LIMITS (CSL) COVERAGE FOR ANY
ONE OCCURRENCE. IN THE EVENT THE TENANT FAILS TO EFFECT SUCH INSURANCE, OR FAILS
TO MAINTAIN THE SAME, THE LANDLORD MAY ELECT TO OBTAIN THE SAME AND ADD THE COST
THEREOF TO THE INSTALLMENT OF RENT FOR THE MONTH NEXT ENSURING AND THE AMOUNT
THEREOF SHALL BE DEEMED ADDITIONAL RENT.
39TH. THE TENANT SHALL MAINTAIN INSURANCE COVERING DAMAGE TO ITS OWN
PERSONAL PROPERTY SITUATED UPON THE PREMISES, AS WELL AS DAMAGE TO THE PERSONAL
PROPERTY UPON THE PREMISES BELONGING TO THIRD PERSONS, AND WILL UNDER ANY
CIRCUMSTANCES, HOLD THE LANDLORD HARMLESS AND FREE FROM ANY CLAIM FOR DAMAGE TO
SUPPLIES, EQUIPMENT, OR OTHER GOODS UPON THE PREMISES.
40TH. TENANT SHALL, AT ITS OWN COST AND EXPENSE, PROMPTLY REPLACE ANY
BROKEN GLASS IN THE PREMISES.
41ST. ALL OF THE INSURANCE POLICIES PROVIDED FOR IN THIS LEASE SHALL BE
DELIVERED TO THE LANDLORD WITHIN FIFTEEN (15) DAY AFTER THE COMMENCEMENT OF THE
TERMS OF THIS AGREEMENT. UPON THE FAILURE OF THE TENANT TO DO SO DEPOSIT ANY OF
SAID POLICIES, THE LANDLORD SHALL HAVE THE PRIVILEGE TO PROCURE SAID INSURANCE
ON ITS OWN APPLICATION THEREFORE, AND THE AMOUNT OF THE PREMIUM, IF PAID BY THE
LANDLORD, SHALL BE DUE AND PAYABLE WITH THE RENT INSTALLMENT NEXT DUE AND SHALL
BE CONSIDERED AS ADDITIONAL RENT RESERVED HEREUNDER, COLLECTIBLE WITH THE SAME
REMEDIES AS IF ORIGINALLY RESERVED AS RENT HEREUNDER.
42ND. THE TENANT SHALL TAKE GOOD CARE OF THE DEMISED PREMISES AND SHALL
AT TENANT'S OWN COST AND EXPENSE MAKE ALL REPAIRS AND BE SOLELY RESPONSIBLE AT
ITS OWN COST AND EXPENSE FOR THE PROPER MAINTENANCE, REPAIR AND REPLACEMENT OF
THE FIXTURES, APPLIANCES, SERVICES AND UTILITIES IN THE DEMISED PREMISES
INCLUDING BUT NOT LIMITED TO THE PLUMBING, HEATING, ELECTRICAL, SPRINKLER, AIR
CONDITIONING AND THE GAS, WATER AND ELECTRIC METERS AND INSTALLATIONS PERTAINING
THERETO, AND VENT AND CHIMNEY EQUIPMENT AND INSTALLATIONS AND ALL STRUCTURAL
PARTS OF THE DEMISED PREMISES TO WHICH SUCH EQUIPMENT AND INSTALLATIONS ARE
ATTACHED THROUGH, IT RESPONSIBLE FOR EXTERIOR STRUCTURAL REPAIRS OF THE BUILDING
AND ROOF ONLY.
43RD. THE TENANT SHALL MAINTAIN THE DEMISED PREMISES IN A CLEAN AND
ORDERLY FASHION. IN THE EVENT OF THE TENANT'S FAILURE TO KEEP THE PREMISES IN A
CLEAN AND ORDERLY FASHION, BOTH INTERIOR AND EXTERIOR, THE LANDLORD SHALL HAVE
THE RIGHT, UPON TWENTY (20) DAYS WRITTEN NOTICE AND DEMAND TO THE TENANT, TO
MAKE ANY NECESSARY REPAIRS OR CAUSE THE PREMISES TO BE CLEANED AT THE EXPENSE OF
THE TENANT, AND THE AMOUNT SO EXPENDED BY THE LANDLORD SHALL CONSTITUTE
ADDITIONAL RENT TO BE PAID BY TENANT TO THE LANDLORD, TOGETHER WITH THE NEXT
ENSUING RENT PAYMENT.
44TH. THE TENANT SHALL HAVE THE RIGHT TO MAKE INTERIOR, NONSTRUCTURAL
CHANGES, BUT THE SAME SHALL BE MADE ONLY WITH THE CONSENT OF THE LANDLORD, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD. ONLY FIXTURES, EQUIPMENT AND
APPLIANCES WHICH ARE SERVICEABLE AND IN GOOD CONDITION SHALL BE INSTALLED BY OR
ON BEHALF OF TENANT AND SAME SHALL BE INSTALLED IN A GOOD WORKMANLIKE MANNER.
ANY PAINTING OR DECORATING NECESSARY OR REQUIRED AT ANY TIME TO BE DONE IN THE
DEMISED PREMISES SHALL BE DONE BY THE TENANT AT ITS COST AND EXPENSE. WHENEVER
REQUIRED TENANT SHALL PROVIDE LANDLORD WITH A CERTIFICATE OF ELECTRICAL
INSPECTION AND APPROVAL FROM THE NEW YORK BOARD OF FIRE UNDERWRITERS, OR SUCH
OTHER FIRE UNDERWRITERS AS MAY BE OPERATIVE IN THE COUNTY OF NASSAU. IF TENANT
MAKES ANY INTERIOR ALTERATIONS OR INSTALLATIONS, THE SAME SHALL BE DONE AT
TENANT'S SOLE COST AND EXPENSE IN ACCORDANCE WITH THE LAWS AND ORDINANCES
APPLYING TO THE SAME. ANY ALTERATIONS, INSTALLATIONS ADDITIONS AND IMPROVEMENTS
MADE AND INSTALLED BY TENANT IN THE DEMISED PREMISES, SHALL IMMEDIATELY BECOME
AND BE THE PROPERTY OF THE LANDLORD WITHOUT PAYMENT THEREFORE AND SHALL REMAIN
UPON AND BE SURRENDERED WITH THE DEMISED PREMISES IN GOOD WORKING ORDER
REASONABLE WEAR AND TEAR EXCEPTED. TENANT SHALL, AT ITS OWN COST AND EXPENSE,
OBTAIN THE NECESSARY PERMITS, CERTIFICATES OF OCCUPANCY AND/OR CERTIFICATES OF
COMPLETION FOR ANY AND ALL IMPROVEMENTS MADE TO THE SUBJECT PREMISES BY THE
TENANT, IN THE EVENT SUCH ARE REQUIRED BY THE APPROPRIATE MUNICIPAL AUTHORITIES.
THE LANDLORD SHALL NOT UNREASONABLY WITHHOLD CONSENT TO THE EXECUTION OF ANY
DOCUMENT NECESSARY THEREFORE. PRIOR TO THE COMMENCEMENT OF ANY SUCH IMPROVEMENT
THE TENANT SHALL FURNISH TO THE LANDLORD THE CONTRACTOR'S CERTIFICATES OF
WORKER'S COMPENSATION INSURANCE AND GENERAL LIABILITY INSURANCE IN AN AMOUNT OF
AT LEAST $1,000,000.00 NAMING THE LANDLORD AS AN ADDITIONAL INSURED. IN THE
EVENT THE TENANT FAILS TO COMPLY HEREWITH, THE LANDLORD SHALL DO SO AT THE
EXPENSE OF THE TENANT,. WHICH EXPENSE SHALL INCLUDE ANY AND ALL INSURANCE
PREMIUMS, COSTS TO LEGALIZE THE SAID ADDITIONAL(S) AND THE LANDLORD'S ATTORNEY'S
FEES, ALL OF THE FOREGOING BEING DEEMED AS ADDITIONAL RENT HEREUNDER. IF ANY
MECHANIC'S LIEN OR LIENS ARE FILED AGAINST THE SUBJECT PREMISES FOR WORK DONE BY
OR AT THE REQUEST OF THE TENANT OR FOR MATERIALS FURNISHED IN CONNECTION
THEREWITH, THE TENANT SHALL, WITHIN THIRTY (30) DAYS AFTER THE FILING OF THE
SAID LIEN, AND AT THE TENANT'S SOLE COST AND EXPENSE, CAUSE THE SAME TO BE
REMOVED AND DISCHARGED BY PAYMENT, COURT ORDER OR BOND AS IS PROVIDED FOR BY
LAW. IN THE EVENT THE TENANT FAILS TO SO CAUSE THE LIEN(S) TO BE DISCHARGED, THE
LANDLORD MAY ELECT TO CANCEL THIS LEASE AND/OR CAUSE THE SAID LIENS TO BE PAID
AND THE COSTS THEREOF, INCLUDING ALL REASONABLE ATTORNEYS FEES CONNECTED
THEREWITH, SHALL BE DEEMED AS ADDITIONAL RENT FOR WHICH THE TENANT SHALL
IMMEDIATELY BE RESPONSIBLE. TENANT WILL IN ALL RESPECTS INDEMNIFY AND HOLD THE
LANDLORD HARMLESS FROM ANY CLAIM BY ANY SUBCONTRACTOR, MATERIALMAN OR LABORERS
ENGAGED OR HIRED BY IT, AND FURTHER SPECIFICALLY AGREES THAT NO ALTERATIONS,
INTERIOR OR EXTERIOR SHALL BE UNDERTAKEN BY THE LANDLORD WHICH SHALL NOT BE
UNREASONABLY WITHHELD.
45TH. ALL ANNEXATIONS TO THE FREEHOLD MADE OR INSTALLED IN SUCH A
MANNER THAT THEIR REMOVAL WOULD CAUSE INJURY TO THE FREEHOLD SHALL BE THE
PROPERTY OF THE LANDLORD, AT THE OPTION OF THE LANDLORD, AND MAY NOT BE REMOVED
WITHOUT THE CONSENT OF THE LANDLORD, TRADE FIXTURES EXCEPTED. TRADE FIXTURES
SHALL BE DEEMED THE PROPERTY OF THE TENANT AND MAY BE REMOVED BY THE TENANT
PROVIDED THAT ALL INJURY TO THE FREEHOLD RESULTING THEREFROM SHALL BE REPAIRED
AT THE EXPENSE OF THE TENANT. SHOULD THE TENANT VACATE THE SUBJECT PREMISES FOR
ANY REASON WHATSOEVER, ALL PROPERTY LEFT IN THE SUBJECT PREMISES SHALL, AT THE
POTION OF THE LANDLORD, BE DEEMED ABANDONED BY THE SAID TENANT AND SHALL BECOME
THE PROPERTY OF THE LANDLORD.
46TH. I THE TENANT SHALL AT ANY TIME BE IN DEFAULT HEREUNDER AND IF THE
LANDLORD SHALL INSTITUTE ANY ACTION OR SUMMARY PROCEEDING OR SHALL OTHERWISE
INCUR EXPENSE FOR LEGAL FEES AS A CONSEQUENCE OF TENANT'S DEFAULT OR DELAY IN
MAKING PAYMENT OR IN COMPLYING WITH ANY TERM OR CONDITION OF THIS LEASE, THEN
THE TENANT WILL BE LIABLE TO AND WILL REIMBURSE THE LANDLORD FOR SUCH REASONABLE
EXPENSE OF ATTORNEY'S FEES AND DISBURSEMENTS THUS INCURRED BY LANDLORD. THE
AMOUNT OF SUCH EXPENSES SHALL BE DEEMED TO BE "ADDITIONAL RENT" HEREUNDER AND
SHALL BE DUE FROM THE TENANT TO THE LANDLORD ON THE FIRST DAY OF THE MONTH
FOLLOWING THE INCURRING OF SUCH RESPECTIVE EXPENSES OR FOLLOWING DEMAND
THEREFORE BY THE LANDLORD. IF THE TENANT SHALL ALLEGE OR CLAIM ANY DAMAGES
RESULTING FROM ANY BREACH OR ALLEGED BREACH BY THE LANDLORD UNDER THE TERMS OF
THIS LEASE OR ANY CLAIM OR ANY KIND WHATSOEVER ARISING IN FAVOR IF THE TENANT
AGAINST THE LANDLORD, THE TENANT AGREES THAT SUCH CLAIM SHALL NOT BE ASSERTED
AND MAY NOT BE ASSERTED AGAINST THE LANDLORD EITHER AS A COUNTERCLAIM, SET OFF
OR DEFENSE IN ANY ACTION OR PROCEEDING BROUGHT BY THE LANDLORD AGAINST THE
TENANT FOR THE NON-PAYMENT OF RENT OR RECOVERY OF POSSESSION OF THE DEMISED
PREMISES. SUCH CLAIM BY THE TENANT AGAINST THE LANDLORD SHALL ONLY BE ENFORCED,
PROSECUTED OR MAINTAINED BY A SEPARATED ACTION OR PROCEEDING INSTITUTED BY THE
TENANT AGAINST THE LANDLORD, AND NOT TO BE CONSOLIDATED WITH ANY ACTION OR
PROCEEDING BROUGHT BY LANDLORD TO RECOVER RENT OR TO RECOVER POSSESSION OR THE
DEMISED PREMISES.
47TH. ANY NOTICE BY EITHER PARTY TO THE OTHER SHALL BE DEEMED DULY
GIVEN ONLY IF IN WRITING AND IF DELIVERED EITHER PERSONALLY OR IF SUCH NOTICE BE
POSTED BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED (A)
IF TO THE TENANT AT THE DEMISED PREMISES, AND (B) IF TO THE LANDLORD AT ITS
ADDRESS HEREIN ABOVE STATED. IF EITHER PARTY ADMITS RECEIPT OF SUCH SHALL BE
PRIVILEGED TO DESIGNATE A SUBSTITUTE ADDRESS FOR THE GIVING OF NOTICE TO IT
HEREUNDER, BY GIVING NOTICE OF SUCH SUBSTITUTION IN ACCORDANCE WITH THE
PROVISIONS OF THIS PARAGRAPH.
48TH. IT IS MUTUALLY COVENANTED THAT IF THE LANDLORD SHALL REASONABLY
PAY OR BE COMPELLED TO PAY ANY SUM OF MONEY OR SHALL REASONABLY PERFORM ANY ACT
OR BE COMPELLED TO PERFORM ANY ACT, WHICH ACT SHALL REQUIRE THE PAYMENT OF ANY
SUM OF MONEY, BY REASON OR THE FAILURE OF THE TENANT TO PERFORM ANY ONE OR MORE
OF THE COVENANTS HEREIN CONTAINED, THE SUM OF SUMS SO PAID BY THE LANDLORD
TOGETHER WITH ALL INTEREST, COSTS AND DAMAGES, SHALL BE ADDED TO RENT
INSTALLMENTS NEXT DUE AND/SHALL BE COLLECTIBLE IN THE SAME MANNER AND WITH THE
SAME REMEDIES AS IF ORIGINALLY RESERVED AS RENT HEREUNDER.
49TH. THE LANDLORD HAS MADE NO REPRESENTATIONS OR WARRANTIES ANY KIND
OR NATURE EXCEPT ARE SPECIFICALLY SET FORTH HEREIN AND THE PARTIES AGREE THAT
THIS LEASE CONSTITUTES THE FULL AGREEMENT BY AND BETWEEN THEM. ANY HOLDING OVER
BY THE TENANT AFTER THE TERM OF THIS LEASE SHALL BE UNLAWFUL AND IN NO MANNER
CONSTITUTE A RENEWAL OR EXTENSION OF THIS LEASE AGREEMENT. TENANT HAS INSPECTED
THE SUBJECT PREMISES, KNOWS THE CONDITION THEREOF AND TAKES THE SAME "AS IS".
50TH. THE SECURITY POSTED HEREUNDER (PARAGRAPH 27) SHALL BEAR NO
INTEREST AND SHALL CONSIST OF AND BE EQUIVALENT TO TWO (2) MONTHS RENT AT ALL
TIMES. NOT POSTED.
51ST. IN THE EVENT THAT THE TENANT SHALL NOT HAVE PAID THE RENT ON OR
BEFORE THE 10TH DAY OF THE MONTH DURING WHICH SAME IS DUE, THERE SHALL BE ADDED
TO SUCH RENT, AS ADDITIONAL RENT, A LATE CHARGE OF TEN (10%) PERCENT OF THE RENT
DUE AND UNPAID. THE LANDLORD SHALL HAVE ALL RIGHTS WITH RESPECT TO THIS
ADDITIONAL RENT AS FOR THE NON-PAYMENT OF ANY AND ALL OTHER RENTS DUE UNDER THE
TERMS OF THIS LEASE. THE DEMAND FOR AND COLLECTION OF THE AFORESAID LATE CHARGE
SHALL IN NO WAY BE DEEMED A WAIVER OF ANY REMEDIES THAT THE LANDLORD MAY HAVE
UNDER THE TERMS OF THIS LEASE BY SUMMARY PROCEEDINGS OR OTHERWISE.
52ND. THE LANDLORD SHALL NOT BE LIABLE IN ANY WAY, OR TO ANY EXTENT, OR
AT ALL, FOR OR ON ACCOUNT OR ANY INJURY TO ANY PROPERTY AT ANY TIME IN SAID
BUILDINGS, OR FOR OR ON ACCOUNT OF THE DESTRUCTION OF ANY PROPERTY AT ANY TIME
IN SAID BUILDINGS. LANDLORD SHALL NOT BE LIABLE FOR ANY DAMAGE DONE OR
OCCASIONED BY OR FROM PLUMBING, GAS, WATER, SPRINKLER, STEAM OR OTHER PIPES, OR
SEWERAGE OR THE BURSTING, LEAKING OR RUNNING OR ANY PIPES, TANK OR PLUMBING
FIXTURES IN, ABOVE, UPON OR ABOUT SAID BUILDING OR PREMISES, NOR FOR ANY DAMAGE
OCCASIONED BY WATER, SNOW OR ICE BEING UPON OR COMING THROUGH THE ROOF,
SKYLIGHTS, TRAP DOOR OR OTHERWISE, NOR FOR ANY DAMAGES ARISING FROM ACTS, OR
NEGLECT OF CO-TENANTS, OR OTHER OCCUPANTS OF THE SAME BUILDING OR OF ANY OWNERS,
OR OCCUPANTS, OR ADJACENT OR CONTIGUOUS PROPERTY, EXCEPT IF SUCH DAMAGE OR
INJURY IS CAUSED BY LANDLORD'S NEGLIGENCE.
53RD. TENANT AGREES TO INDEMNIFY AND SAVE HARMLESS THE LANDLORD FROM
ANY CLAIM OR LOSS BY REASON OF THE TENANT'S USE OR MISUSE OF THE DEMISED
PREMISES AND FROM ANY CLAIM OR LOSS BY REASON OF ANY ACCIDENT OR DAMAGE TO ANY
PERSONS HAPPENING ON SAID PREMISES.
54TH. THE TENANT SHALL ON THE LAST DAY OF THE TERM, OR UPON THE SOONER
TERMINATION OR THE TERM, PEACEABLY AND QUIETLY SURRENDER THE LEASED PROPERTY TO
THE LANDLORD, BROOM CLEAN INCLUDING ALL BUILDING, ALTERATION, REBUILDING,
REPLACEMENTS, CHARGES OR ADDITIONS PLACED BY THE TENANT THEREON, IN AS GOOD
CONDITION AND REPAIRS AS AT THE COMMENCEMENT OF THE TERM, AND AS ANY BUILDINGS,
STRUCTURES, REPLACEMENTS, ADDITIONS OR IMPROVEMENTS CONSTRUCTED, ERECTED, ADDED,
OR PLACED THEREON BY THE TENANT ARE WHEN COMPLETED, WITH THE NATURAL WEAR AND
TEAR THEREOF EXCEPTED.
55TH. IT IS UNDERSTOOD AND AGREED THAT THE TENANT OCCUPIES (49%)
PERCENT OF THE TOTAL PREMISES AND IN ADDITION TO THE RENT HEREIN REQUIRED TO BE
PAID BY THE TENANT, TENANT WILL PAY TO THE LANDLORD AS ADDITIONAL RENT THE
FOLLOWING:
A) PERCENT (49%) OF ALL REAL ESTATE TAXES AND ASSESSMENTS CHARGED
TO THE PROPERTY, OF WHICH THE DEMISED PREMISES ARE A PART.
B) ANY AND ALL INCREASE IN INSURANCE PREMIUMS CHARGED THE
LANDLORD BECAUSE OF THE OCCUPANCY OF THE TENANT OF THE DEMISED
PREMISES.
C) PERCENT (49%) OF ANY GENERAL RATE INCREASE IN INSURANCE
PREMIUMS NOW OR HEREAFTER CARRIED BY THE LANDLORD COVERING THE
AFORESAID PROPERTY OVER THAT IN EFFORT ON.
D) PERCENT (49%) OF THE COST OF MAINTAINING AND CLEANING OF THE
DRIVEWAYS, SIDEWALKS AND PARKING LOT GARDENING, LINE PAINTING,
RESURFACING, REMOVAL OF SNOW, ICE, TRASH AND DEBRIS AND
GARBAGE REMOVAL.
56TH. THE TENANT SHALL PERMIT THE LANDLORD, ITS AGENTS, AT ALL
REASONABLE TIMES AND AFTER REASONABLE NOTICE TO ERECT, ERECT, USE, REPAIR AND
MAINTAIN ANY PIPES AND CONDUITS IN AND THROUGH THE DEMISED PREMISES, AND THE
LANDLORD SHALL HAVE THE RIGHT TO ENTER THE DEMISED PREMISED AT ALL TIMES TO
EXAMINE THE SAME AND TO SHOW THEM TO PROSPECTIVE PURCHASERS OR LESSEES OF THE
BUILDING AND TO MAKE ANY IMPROVEMENTS, ADDITIONS OR ALTERATIONS AS THE LANDLORD
MAY DEEM NECESSARY OR DESIRABLE. ALL OF THE AFORESAID MAY BE DONE WITHOUT
CONSTITUTING AND EVICTION OF THE TENANT AND THE RENT RESERVED SHALL IN NO WAY
XXXXX DURING THE PERFORMANCE THEREOF. NOTHING HEREIN CONTAINED SHALL BE DEEMED
OR CONSTRUED TO IMPOSE UPON THE LANDLORD ANY OBLIGATION, RESPONSIBILITY OR
LIABILITY WHATSOEVER FOR REPAIRS, CARE OR SUPERVISION OF THE BUILDING ON ANY
PART THEREOF OTHER THAN AS HEREIN OTHERWISE PROVIDED IN THIS LEASE. ANY SUCH
ENTRY ONTO THE DEMISED PREMISES SHALL BE DURING NORMAL BUSINESS HOURS AND SHALL
NOT INTERFERE WITH TENANT'S BUSINESS NOR IMPAIR TENANT'S USE OF THE DEMISED
PREMISES.
57TH. IF THE DEMISED PREMISES BE OR BECOME INFESTED WITH VERMIN, THE
TENANT SHALL AT THE TENANT'S EXPENSE, CAUSE THE SAME TO BE EXTERMINATED FOR TIME
TO TIME TO THE REASONABLE SATISFACTIONS OF THE LANDLORD.
58TH. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE PREMISES
HEREIN MENTIONED ARE DEMISED FOR THE WHOLE TERM WITH THE WHOLE AMOUNT OF RENT
RESERVED DUE AND PAYABLE AT THE TIME OF THE MAKING OF THIS LEASE, AND THE
PAYMENT OF RENT IN INSTALLMENTS AS ABOVE PROVIDED IS FOR THE CONVENIENCE OF
TENANT ONLY AND UPON DEFAULT IN THE MAKING OF ANY INSTALLMENT PAYMENT OF RENT,
OR UPON BREACH OF ANY OF THE TERMS, COVENANTS OF CONDITIONS OF THIS AGREEMENT;
THEN THE WHOLE OF THE RENT RESERVED FOR THE WHOLE OF THE PERIOD THEN REMAINING
UNPAID SHALL, AT LANDLORD'S OPTIONS, AT ONCE BECOME DUE AND PAYABLE WITHOUT ANY
NOTICE OR DEMAND.
59TH. IN THE EVENT THAT THIS LEASE IS CANCELED BY THE LANDLORD FOR
DEFAULT BY THE TENANT IN THE PERFORMANCE OF ANY OF THE TERMS HEREOF, THE
LANDLORD SHALL APPLY AND RETAIN THE ENTIRE SECURITY THEN ON DEPOSIT TO AND IN
REDUCTION OF THE TOTAL DAMAGES WHICH LANDLORD MAY SUSTAIN OR INCUR AS A RESULT
OF THE TENANT'S DEFAULTS.
60TH. IN THE EVENT OF ANY CLAIM BY THE TENANT TO THE EFFECT THAT
ANOTHER TENANT IN ANY WAY ENCROACHES UPON OR VIOLATES ANY OF ITS RIGHTS UNDER
THIS LEASE, THE TENANT'S SOLE RECOURSE SHALL BE AGAINST SUCH OTHER TENANT AND IN
NO EVENT WILL THE LANDLORD BE REQUIRED TO INSTITUTE ANY LEGAL PROCEEDING OR TO
TAKE OTHER STEPS AGAINST THE TENANT ALLEGED TO BE IN VIOLATION. THIS SHALL IN NO
WAY, HOWEVER, LIMIT THE RIGHTS OF THE TENANT AS AGAINST SUCH OTHER TENANT OR
VIOLATING PARTY, NOR SHALL SUCH ENCROACHMENT CONSTITUTE A DEFAULT UNDER OR
BREACH OF THIS LEASE BY THE LANDLORD.
61ST. THE TENANT AGREES THAT THE RENT PROVIDED FOR HEREIN SHALL BE PAID
TO THE LANDLORD WITHOUT DEMAND AND WITHOUT OFFSET OR DEFENSE AT THE ADDRESS SET
FORTH HEREIN, OR AT SUCH OTHER ADDRESS AS THE LANDLORD MAY AT ANY TIME DESIGNATE
IN WRITING.
62ND. THE SIDEWALK, DRIVEWAY, PARKING LOT AREAS AND ENTRANCES OF THE
DEMISED PREMISES SHALL NOT BE OBSTRUCTED BY THE TENANT AND THE TENANT SHALL
MAINTAIN AND CLEAN SAME AND SHALL KEEP SAME FREE OF ICE, SNOW, DEBRIS AND REFUSE
AND IN ADDITION, MAKE ALL REPAIRS AND REPLACEMENTS THERETO WHICH MAY BECOME
NECESSARY AS A CONSEQUENCE OF THE FAULT OR NEGLIGENCE ON THE PART OF THE TENANT.
63RD. IF THERE SHALL BE FILED BY OR AGAINST THE TENANT A PETITION IN
BANKRUPTCY OR INSOLVENCY OR FOR REORGANIZATION OR FOR THE APPOINTMENT OF A
RECEIVER OR TRUSTEE OF ALL OR A PORTION OF THE TENANT PROPERTY, OR IF THE TENANT
MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, THIS LEASE SHALL IPSO FACTO BE
CANCELED AND TERMINATED. IN SUCH EVENT NEITHER TENANT NOR ANY PERSON CLAIMING
THROUGH OR UNDER TENANT OR BY VIRTUE OF ANY STATUTE OR AN ORDER OF ANY COURT
SHALL BE ENTITLED TO POSSESSION OF THE DEMISED PREMISES. THE LANDLORD, IN
ADDITION TO OTHER RIGHTS AND REMEDIES CONTAINED IN THIS LEASE OR BY VIRTUE OF
ANY STATUTE OR RULE OF LAW MAY RETAIN AS LIQUIDATED DAMAGES ANY AND ALL RENTS,
SECURITY, DEPOSIT OR MONEYS RECEIVED BY LANDLORD FROM TENANT.
64TH. LANDLORD MAKES NO REPRESENTATION AS TO THE PERMITTED USE OF THE
SUBJECT PREMISES AND THIS LEASE IS EXPRESSLY MADE SUBJECT TO THE ZONING
ORDINANCES OF THE APPROPRIATE MUNICIPAL AUTHORITY HAVING JURISDICTION OVER THE
PREMISES AND ANY AGENCY OR SUBDIVISION THEREOF. ALL PERMITS WHICH MAY BE
NECESSARY FOR THE MAINTENANCE AND OPERATION OF THE TENANT'S BUSINESS SHALL BE
OBTAINED AND MAINTAINED BY THE TENANT AT THE TENANT OWN COST EXPENSE.
65TH.THE TENANT AGREES AT ANYTIME AND FROM TIME TO TIME, UPON NOT LESS
THAT FIVE (5) DAYS PRIOR WRITTEN REQUEST BY THE LANDLORD, TO EXECUTE,
ACKNOWLEDGE AND DELIVER TO THE LANDLORD A STATEMENT IN WRITING CERTIFYING THAT
THIS LEASE IS UNMODIFIED AND IN FULL FORCE AND EFFECT, OR IF THERE HAVE BEEN
MODIFICATIONS THAT THE SAME ARE IN FULL FORCE AND EFFECT AS MODIFIED, AND
STATING THE MODIFICATION AND DATES TO WHICH RENT AND OTHER CHARGES HAVE BEEN
PAID IN ADVANCE, IF ANY. IT IS INTENDED THAT ANY SUCH STATEMENT DELIVERED
PURSUANT TO THIS PARAGRAPH MAY BE RELIED UPON BY ANY PROSPECTIVE PURCHASER OF
THE FEE OR ANY MORTGAGEE OR ASSIGNED OF ANY MORTGAGE UPON THE FEE OF THE DEMISED
PREMISES.
66TH. THE RECEIPT BY LANDLORD FOR RENT WITH KNOWLEDGE OF A BREACH OF
ANY COVENANT OF THIS LEASE SHALL NOT BE DEEMED A WAIVER OF SUCH BREACH. NO
PAYMENT BY TENANT OR RECEIPT BY LANDLORD OF A LESSER AMOUNT THAT THE MONTHLY
RENT HEREIN STIPULATED SHALL BE DEEMED TO BE OTHER THAN ON ACCOUNT OF THE
EARLIEST STIPULATED RENT. NO ENDORSEMENT OR STATEMENT ON ANY CHECK OR ANY LETTER
ACCOMPANYING ANY CHECK OR PAYMENT WITHOUT PREJUDICE TO LANDLORD'S ACCOMPANYING
ANY CHECK OR PAYMENT WITHOUT PREJUDICE TO LANDLORD'S RIGHT TO RECOVER THE
BALANCE OF SUCH RENT OR PURSUE ANY OTHER REMEDY IN THIS LEASE PROVIDED.
67TH. NOTWITHSTANDING ANYTHING HEREIN CONTAINED TO THE CONTRARY THE
LANDLORD'S CONSENT TO THE TENANT EITHER ASSIGNING OR SUBLETTING THE DEMISED
PREMISES SHALL NOT BE UNREASONABLE WITHHELD; HOWEVER, THE FOLLOWING CONDITIONS
FOR ANY REQUESTED CONSENT SHALL APPLY IN ADDITION TO WHATEVER OTHER REASONABLE
REQUESTS MAY BE MADE BY THE LANDLORD:
A) EACH ASSIGNMENT OR SUB-LEASE SHALL BE IN WRITING AND SHALL
CONTAIN AN AGREEMENT WHEREBY THE ASSIGNEE OR SUB-TENANT SHALL
ASSUME ALL OR THE OBLIGATIONS OF THE TENANT TO THE LANDLORD;
B) NO ASSIGNMENT OR SUB-LEASE SHALL BE VALID UNLESS AT THE TIME
OF THE MAKING THEREOF ALL OF THE TENANT'S OBLIGATIONS TO THE
LANDLORD ARE CURRENT;
C) SAID AGREEMENT, EXECUTED BY THE ASSIGNOR OR TENANT-LESSEE,
WITH THE ASSUMPTION OF THE ASSIGNEE OR UNDER-TENANT SHALL BE
DEPOSITED WITH THE LANDLORD WITHIN FIVE (5) DAYS OF THE MAKING
OF SUCH ASSIGNMENT OR SUB-LEASE;
D) ANY SUCH ASSIGNMENT OR SUB-LEASE SHALL SPECIFICALLY SET FORTH
WHAT PORTION, IF ANY, OF THE SECURITY DEPOSIT MADE BY THE
TENANT IS ASSIGNED TO THE CREDIT OF THE ASSIGNEE OR
SUB-TENANT;
E) ANY ASSIGNMENT OF SUBLEASE SHALL IN NO PART RELEASE THE
ORIGINAL TENANT OR ANY SUBSEQUENT ASSIGNEE OR UNDER-TENANT
FROM ANY OBLIGATION TO THE LANDLORD;
F) TWO MONTHS ADDITIONAL SECURITY SHALL BE DEPOSITED WITH THE
LANDLORD UPON THE MAKING OF EACH ASSIGNMENT OR SUB-LEASE
HEREUNDER AND SUCH SECURITY SHALL BE HELD BY THE LANDLORD
PURSUANT TO THE TERMS OF PARAGRAPH 27TH. HEREOF;
G) ALL ASSIGNMENTS OR SUB-LEASE AGREEMENTS SHALL BE MADE IN
ACCORDANCE WITH THE TERMS OF PARAGRAPH 27TH. HEREOF;
68TH. ANY TRANSFER OF A MAJORITY OF THE ISSUED AND OUTSTANDING CAPITAL
STOCK OF ANY CORPORATE TENANT, HOWEVER ACCOMPLISHED, AND WHETHER IN A SINGLE
TRANSACTION OR IN A SERIES OF RELATED OR UNRELATED TRANSACTIONS, SHALL BE DEEMED
TO BE AN ASSIGNMENT OF THIS LEASE. LIKEWISE, AN INCREASE IN THE NUMBER OF ISSUED
AND/OR OUTSTANDING SHARES OF CAPITAL STOCK OF ANY CORPORATE TENANT AND/OR THE
CREATION OF ONE OR MORE ADDITIONAL CLASSES OF CAPITAL STOCK OF ANY CORPORATE
TENANT, HOWEVER ACCOMPLISHED AND WHETHER IN A SINGLE TRANSACTION OR A SERIES OF
RELATED OR UNRELATED TRANSACTION, WITH THE RESULT THAT AT LEAST FIFTY-ONE (51%)
PERCENT OF THE BENEFICIAL INTEREST AND RECORD OWNERSHIPS IN AND TO SUCH TENANT
SHALL NO LONGER BE HELD BY THE BENEFICIAL AND RECORD OWNERS OF THE CAPITAL STOCK
OF SUCH CORPORATE TENANT AS OF THE DATE OF THE EXECUTION OF THIS LEASE, OR THE
DATE SUCH CORPORATION SHALL BECOME THE TENANT HEREUNDER (WHICHEVER IS LATER,
SHALL BE DEEMED TO BE AN ASSIGNMENT OF THIS LEASE. SUCH ASSIGNMENT OF LEASE
HEREUNDER SHALL BE GOVERNED BY THE OTHER PROVISIONS OF THIS LEASE.
69TH. NOT WITHSTANDING ANYTHING CONTAINED HEREIN, IT IS AGREED THAT THE
TENANT SHALL NOT BE REQUIRED TO PAY ANY ADDITIONAL RENT FOR THE ITEMS SET FORTH
IN PARAGRAPH 55TH. FOR ITS OCCUPANCY OF THE SUBJECT PREMISES FOR THE PERIOD
AUGUST 01 1994 TO JULY 31 2004 IT BEING THE INTENTION OF THE PARTIES THAT THE
TENANT SHALL PAY THE SET AMOUNT SET FORTH IN PARAGRAPH 55TH. OF THIS LEASE TO
THE ANNUAL RENT.
D) THERE SHALL BE NO FURTHER OPTION TO RENEW THIS LEASE.
GREAT AMERICAN REALTY OF DEER PARK, INC.
BY:/s/Xxxx Xxxxxx
------------------
XXXX XXXXXX
BY:/s/Xxx Xxxx
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XXX XXXX
9
SURGE COMPONENTS, INC. AND SUBSIDIARY
EXHIBIT II
COMPUTATION OF EARNINGS PER COMMON SHARE
Year Ended
November 30,
1998 1997
------ ------
Basic earnings:
Net income (loss) $ (274,166) $ 75,350
---------- ----------
Shares:
Weighted common shares outstanding 4,836,835 4,823,958
Employee's stock options -- --
---------- ----------
Total weighted shares outstanding 4,836,835 4,823,958
---------- ----------
Basic earnings per common share $ (.06) $ .02
========== ==========
Diluted earnings:
Net income (loss) $ (274,166) $ 75,350
---------- ----------
Shares:
Weighted common shares outstanding 4,836,835 4,823,958
Employee stock options -- 141,025
---------- ----------
Total weighted shares outstanding 4,836,835 4,964,983
---------- ----------
Diluted earnings per common share $ (.06) $ .02
========== ==========
