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EXHIBIT 10.23
SUBLEASE AGREEMENT entered into by and between Xxxxxxxx de California S.A. de
C.V. (hereinafter referred to as "Xxxxxxxx"), herein represented by Xx. Xxxxxx
Xxxxxx Party of the First Part, and by Lancer Orthodontics, Inc., a California
corporation, (hereinafter referred to as "Lancer") herein represented by Xx.
Xxxxxxx X. Xxxxxx Party of the Second Part, pursuant to the following RECITALS
and CLAUSES:
RECITALS
X. Xxxxxxxx hereby declares that:
A. It is a company organized and existing under the Mexican General
Corporation Law, as per Public Instrument No. 27098 executed on November 28,
1990, before attorney Xxxxxxxx Xxxx Xxxxxxxx, Notary Public No. 4 of the city of
Mexicali, Baja California, Mexico.
B. Xx. Xxxxx Xxxxxxx Xxxxxxxx is its attorney in-fact, as it appears
in Public Instrument No. 27351 executed on June 21, 1991, before attorney
Xxxxxxxx Xxxx Caballos, Notary Public No. 4 of the city of Mexicali, Baja
California, Mexico.
X. Xxxxxxxx'x registration number at the Federal Registry of
Taxpayers is: EAC-891220-S38.
D. The address at which it has its principal place of business is
Saturno Xx. 00, Xxxxxx Xxxxxxxxxx Xxxxxxxx, Xxxxxxxx, Baja California, Mexico
X. Xxxxxxxx leases approximately 25,000 square feet of manufacturing
space from Parque Industrial Mexicali ("PIMSA") under a master lease having a
term of five years commencing November 1, 1998 and ending October 31, 2003.
Xxxxxxxx has notified PIMSA of its intention to sublease a portion of the
manufacturing space as required under the master lease.
F. The parties desire to enter into a Sublease of a portion of said
25,000 square feet (approximately 16,000 square feet), located in the Industrial
Park at Ave. Saturno No. 20, and of certain improvements constructed on the land
as detailed that certain sublease between the parties hereto dated April 1,
1996. The land and the improvements together shall hereinafter be referred to as
the Subleased Property. The Subleased Property location shall be referred to as
20C Satumo.
II. Lancer hereby declares that:
A. it Is a Company organized under the laws of the State of
California.
B. Mr. Xxxx Xxxxxx is the President of Lancer and has the power, as
authorized by the company's board of directors, to enter into this Sublease.
C. Lancer's principal place of business is 000 Xxxxxx Xxxxxx, Xxx
Xxxxxx, Xxxxxxxxxx, Xxxxxx Xxxxxx of America.
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PURSUANT TO THE ABOVE, THE PARTIES AGREE AS FOLLOWS:
CLAUSES:
I. SCOPE OF SUBLEASE AGREEMENT.
On the express terms and conditions set fourth hereinafter, the
scope of this Sublease agreement is as follows: Xxxxxxxx hereby subleases to
Lancer and Lancer hereby subleases from Xxxxxxxx the land and improvements in
the Industrial Park as described in that certain sublease between the parties
hereto executed as of April 1, 1996.
II. CONSTRUCTION BY PIMSA AND XXXXXXXX
A. The Subleased Property has continuously been occupied by Lancer
since October, 1991 on an as is basis.
B. PIMSA and Xxxxxxxx have, at their expense, constructed on the
land certain improvements which shall hereinafter be referred to as
Improvements. Said Improvements have been constructed in accordance with plans
and specifications which were approved by PIMSA, Xxxxxxxx and Lancer and such
approval is hereby acknowledged by the parties.
C. PIMSA and Xxxxxxxx constructed all Improvements in accordance
with all laws, ordinances, regulations, and orders of governmental authorities,
and Industrial Park Regulations. The term "Lancer's Improvements" shall refer to
those improvements identified in paragraph III.A. below.
III. INSTALLATIONS BY LANCER
A. Lancer may, at its expense, install on the Subleased Property,
such trade fixtures, equipment and furniture as it may deem necessary; provided
that such items are installed and are removable without damage to the structural
integrity of the Improvements. Said trade fixtures, equipment and furniture
shall remain Lancer's property and unless Lancer is in default hereunder, shall
be removed by Lancer on or before the expiration date of the term hereof. Lancer
may also install temporary improvements in the interior of Improvements upon the
Subleased Property provided that such Company's improvements are installed and
are removable without damage to the structure of the Improvements. Such Lancer's
improvements shall remain property of Lancer and, unless Lancer is in default
hereunder, shall be removed by Lancer upon expiration of the term hereof or
earlier termination of the Sublease. Lancer shall repair, at its sole expense,
all damage caused by the installation or removal of trade fixtures, equipment,
furniture or temporary Lancer's improvements, reasonable wear and tear excepted.
B. Lancer shall perform all installations in accordance with all
laws, ordinances, regulations, orders of governmental authorities, and the
Industrial Park Regulations.
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IV. SUBLEASE TERM AND COMMENCEMENT DATE
A. Sublease Agreement. This Sublease Agreement shall be effective
from the Commencement Date until the same is terminated as provided hereafter,
the complete period of tenancy being referred to herein as the "Sublease Term."
B. Initial Sublease Term. The initial term of this Sublease
("Initial Term") shall commence on November 1, 1998 ("Commencement Date") and
shall end on the last day of October, 2003, the total Sublease Term being two
hundred sixty five (265) weeks, or five (5) years.
C. Sublease Year. The term "Sublease Year" as used herein, shall
mean a period of twelve (12) consecutive full calendar months or fifty two
(52) consecutive full calendar weeks. The first Lease Year shall begin on the
Commencement Date of the term hereof Each succeeding Lease Year shall commence
upon the anniversary date of the first Lease Year.
D. Renewal Terms. Should Xxxxxxxx exercise its right to extend the
term of the primary lease for one additional period of five (5) years, then
Lancer shall have the right to extend the term of the Sublease upon the terms,
conditions and rentals set forth herein, for one additional period of five (5)
years, ("Renewal Term"), by giving written notice to Xxxxxxxx not less than six
months prior to the expiration of the Initial Term of this sublease (October 31,
2003), so long as Lancer is not then in default hereunder. Xxxxxxxx shall give
written notice to Lancer not less than six (6) months prior to the expiration of
the Initial Term as to whether or not it has exercised or intends to exercise
its right to so extend the term of the primary lease. Should Xxxxxxxx elect to
not exercise its option to extend the term of the primary lease, it will use its
best efforts to pass its option rights to Lancer by negotiating with PIMSA on
Lancer's behalf.
V. RENT
A. Initial Term. As minimum rent for the Sublease of the Subleased
Property during the Sublease Term hereof, Lancer Shall pay to Xxxxxxxx at the
address of Xxxxxxxx stated above, the following:
1. Equal weekly payments of One thousand three hundred seventy
six ($1,376) dollars each Friday in advance for the following week during the
initial Term.
2. During the same time frame that PIMSA increases the rent in
accordance with the master lease, the weekly rent on this Sublease shall be
increased by an amount which is equal to the product of.
a. The weekly rent as established in V.A.1. hereinabove,
multiplied by
b. The percentage increase by which the master lease is increased
by PIMSA.
3. Notwithstanding anything herein contained to the contrary, the
weekly rent for any Sublease Year shall not be increased by an amount greater
than ten percent (10%) of the annualized rent for the preceding Sublease Year.
In no event shall the weekly rent for any Sublease Year be decreased below the
weekly rent for the immediately preceding Sublease Year.
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B. Additional Rent. Lancer will pay to Xxxxxxxx, as additional rent,
an amount equal to the sum of all taxes and assessments of every kind which are
or may be at any time during the Sublease Term, levied by any federal, state or
municipal government, or any governmental authority. Lancer shall advance funds
in sufficient time, upon presentation of bills showing amounts due for all such
taxes and assessments, for Xxxxxxxx to pay the bills by their due date.
In calculating the amount of Lancers advance, all taxes which shall
become due for the first and last years of the Sublease Term shall be
apportioned pro rata between Xxxxxxxx and Lancer in accordance with the
respective number of months during which each party shall be in possession of
the Subleased Property.
C. Renewal Terms.
1. On the first day of the First, Second, Third, Fourth and
Fifth Sublease Years of the Renewal term, and should Xxxxxxxx exercise its
option for renewal and should Lancer exercise its option for renewal, the weekly
rent for each such Sublease Year shall be increased by an amount which is equal
to the product of
a. The weekly rent as established in Clause V.A. hereinabove,
multiplied by
b. The percentage increase by which the master lease is increased
by PIMSA.
2. Notwithstanding anything herein contained to the contrary,
the weekly rent for the First, Second, Third, Fourth, and Fifth Sublease Years
of the Renewal Term shall not be increased by an amount greater than ten percent
(IO%) of the rent for the immediately preceding Sublease Year. In no event shall
the weekly rent for any Sublease Year of the Renewal Term be decreased below the
weekly rent for the immediately preceding Sublease Year Notwithstanding anything
herein contained.
D. Lancer will pay the rent provided for in the above paragraph "A"
in Pesos, Mexican Currency, at the rate of exchange effective in the free
foreign market on the date such sums are paid, or in U.S. Dollars as law and
Foreign Exchange Rules allow, as Xxxxxxxx may elect.
E. Proration. The rent for any partial week shall be prorated.
F. Liquidated Damages. In the event this Sublease Agreement is
terminated by Xxxxxxxx due to a default of Lancer prior to or during the first
six (6) months of the Sublease Term, Xxxxxxxx shall be entitled to keep and
retain as liquidated damages all sums paid or deposited by Lancer, as prepaid
rent or as a security deposit, in addition to any other rights of Xxxxxxxx
provided herein.
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G. Setoff. The payment of any rent due under this Sublease shall not
be withheld or reduced for any reason whatsoever, and Lancer agrees to assert
any claim, demand, or other right against Xxxxxxxx only by independent
proceeding.
VI. USE The Subleased Property shall be used and occupied for any
lawful industrial purpose not in violation of the Industrial Park Regulations.
Lancer shall promptly and adequately comply with all laws, ordinances and orders
of all governmental authorities affecting the Subleased Property, and its
cleanliness, safety and labor facilities applicable to Lancer's use of the
Subleased Property. Lancer shall not perform or commit any acts that may damage
the Subleased Property, or be a nuisance, or menace to other occupants of the
Industrial Park.
VII. INSURANCE
A. Comprehensive Liability Insurance. During the Sublease Term,
Xxxxxxxx shall obtain and maintain in full force a policy of comprehensive
liability insurance including property damage, that insures Xxxxxxxx, Lancer and
PIMSA (and such other agents or employees of Xxxxxxxx, Lancer or PIMSA, their
subsidiaries or affiliates, or assignees or any nominees of them holding any
interest in the Subleased Property, including without limitation, the holder of
any mortgage encumbering the Subleased Property) against liability for injury to
persons and property and for death of any persons occurring in or about the
Subleased Property. The liability to such insurance shall be in the amount of
one hundred thousand dollars ($100,000.00), U.S. Currency.
B. Fire and Other Insurance. During the Sublease term, Xxxxxxxx
shall obtain and maintain in full force, in the amount of six hundred two
thousand dollars ($602,000.00) U.S. Currency, or as modified herein, a policy or
policies of insurance for fire, lightning, explosion, falling aircraft, smoke,
windstorm, earthquake, hail vehicle damage, volcanic eruption, strikes, civil
commotion, vandalism, riots, malicious mischief, debris removal, steam boiler or
pressure object or machinery breakage if applicable and flood insurance, on all
Subleased Property, including, but not limited to the shell building and
interior fit-up initially provided. Xxxxxxxx shall also obtain and maintain
annual rental insurance in favor of PIMSA. Lancer shall be responsible for
maintaining insurance on all of Lancer's own property. Except for insurance upon
Lancer's own property, PIMSA or its appointee shall be named Xxxxxxxx'x
beneficiary of any and all proceeds from any such policy or policies, as their
interests may appear.
C. Additional Insurance. Xxxxxxxx shall obtain and maintain in
full force and effect such additional amounts of insurance as may be required by
PIMSA, from time to time, in accordance with the provisions of this Clause
"VII", and in order to adequately, and properly insure PIMSA of and for the then
current replacement value of the Subleased Property.
D. Pro rata Payment, Lancer shall pay Xxxxxxxx for its pro-rata
share of the cost of the insurance. If, as a result of including Lancer as an
insured on any policy, the policy cost is increased, Lancer will pay Xxxxxxxx
the full amount of such increase. Payment will be made to Xxxxxxxx within seven
(7) days of presentation of Xxxxxxxx'x invoice evidencing obligation for policy
premium(s).
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VIII. TAXES AND ASSESSMENTS. Lancer agrees to pay all taxes and
assessments of any kind levied upon any and all personal property of Lancer, its
successors and assigns, whether same shall be or may become a lien upon the
Subleased Property. This includes Asset taxes levied on the value of materials,
inventory, equipment and improvements or any tax in lieu of said Asset tax or
any tax based on inferred income, All such tax and assessments shall be paid to
Xxxxxxxx in time for Xxxxxxxx'x payment of same to not be delinquent.
IX. REPAIRS, ALTERATIONS and IMPROVEMENTS.
1. Lancer, at its expense, shall keep and maintain in good order
and repair, except for normal use and wear, all of the Subleased Property
including but not limited to all plumbing, sewage and other Utility facilities
that are within the Subleased Property, as well as fixtures, partitions, walls,
(interior and exterior, including painting as often as necessary) floors,
ceilings, signs, all air conditioning, heating and similar equipment, doors,
windows, plate glass and all other repairs of every kind and character to the
Subleased Property. Lancer, at its expense shall repair all leaks, except those
caused by structural defect. The cost of any additions, modifications or
improvements necessary for the Subleased Property to be in compliance with any
local, state or federal laws, regulations or statutes as a result of usage by
Lancer shall be borne by Lancer. The plumbing facilities shall not be used for
any other purpose than that for which they were constructed. The expense of any
breakage, stoppage or damage resulting from a violation of this provision shall
be borne by Lancer. Lancer shall store all trash only temporarily within the
Subleased Property, and shall arrange for the regular pick up of trash at
Lancer's expense. Lancer shall not burn any trash of any kind in or about the
Subleased Property or the Industrial Park.
2. Lancer shall have requested and received written consent from
Xxxxxxxx prior to making any alteration, improvement or addition to any exterior
walls and roof of the Subleased Property with a cost exceeding seventy five
hundred dollars ($7,500.00) U.S. Currency; and Lancer shall not damage any
floors, walls, ceilings, partitions, or any wood, stone or ironwork on or about
the Subleased Property.
3. Lancer shall keep the Subleased Property free and clear of all
encumbrances and liens arising out of acts or omissions of Lancer, including
those arising out of construction done or ordered by Lancer. However, if by
reason of any work performed, materials furnished or obligations incurred by
Lancer with any third party, or any other act or omission by Lancer, Xxxxxxxx or
PIMSA is made liable or involved in litigation, Lancer shall hold harmless and
indemnify Xxxxxxxx and PIMSA including any costs and expenses Incurred by them,
and attorneys' fees incurred by reason thereof Should Lancer fail to fully
discharge any such encumbrances or liens within thirty (30) days after the date
it has been instituted, or fail to provide a bond acceptable to Xxxxxxxx in the
event of contest, Xxxxxxxx, at its option, may pay all or any part thereof If
Xxxxxxxx pays any such lien or encumbrances or any part thereof, Lancer shall,
on demand, immediately pay Xxxxxxxx the amount so paid, together with an
administrative fee of fifteen percent (15%) of the amount paid, together with
interest at the rate of twenty percent (20%) per annum from the date of payment.
No lien or encumbrance of any character whatsoever created by an act or omission
by Lancer shall in any way attach or affect the rights of Xxxxxxxx on the
Subleased Property.
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X. UTILITY AND OTHER SHARED SERVICES
During the term of this Sublease Agreement, Lancer shall promptly
pay for its pro rate share of any and all public and other utilities and other
services furnished to the Subleased Property including but not limited to,
water, gas, electricity, telephone, guard service, landscaping, ground and
parking lot maintenance, building maintenance, building equipment maintenance,
electrical equipment maintenance, exterior painting and pest control. The term
pro rate shall have a different definition depending on the particular service
or function being pro rated. Should Lancer disagree with the pro rate charge, it
may, at its own expense, install or retain its own service or function.
XI. RIGHT-OF-WAY AND ACCESS TO SUBLEASED PROPERTY
Xxxxxxxx and its approved assigns is hereby granted a right-of-way
upon, across, under and over the Subleased Property for ingress and egress.
Xxxxxxxx agrees to cause only a minimum interference with Lancer's use and
possession of the Subleased Property.
Without undue interference to Company's operation, Xxxxxxxx or its
authorized representative shall have the right to enter the Subleased Property
during all Lancer business hours, and in emergencies at all times, to inspect
the Subleased Property and to make repairs, additions or alterations to the
Subleased Property. For a period commencing ninety (90) days prior to the
termination of this Sublease Agreement, Xxxxxxxx shall have access to the
Subleased Property for the purpose of exhibiting it to prospective clients and
may post usual for sale or for lease signs upon the Subleased Property. Except
in case of emergency, Xxxxxxxx shall give notice to Lancer before entering the
Subleased Property, and Lancer shall have the right to accompany any
representatives, of Xxxxxxxx and prospective clients.
XII. LIMITATION OF LIABILITY
Except for intentional or negligent acts or omissions of Xxxxxxxx,
its agents or employees, Xxxxxxxx shall not be liable to Lancer or to any other
person whatsoever for any loss or damage of any kind or nature caused by the
intentional or negligent acts or omissions of Lancer or other occupants of the
Industrial Park or of adjacent property, or the public, or other causes beyond
the control of Xxxxxxxx, including but not limited to, any failure to furnish or
any interruption of any utility or other contracted or shares or pro rated
services in or about the Subleased Property.
XIII INDEMNIFICATION
Lancer agrees to indemnify and save Xxxxxxxx harmless from any and
all claims for damages or losses of any nature whatsoever, arising from
negligent acts or omissions of Lancer or its contractors, licensees, agents,
invitees, or employees, or (unless caused by the intentional or negligent acts
or omissions of Xxxxxxxx) arising from any accident, injury or damage whatsoever
caused to any person or property occurring in or about the Subleased Property,
or the areas adjoining the Subleased Property and from and against all costs and
expenses, including attorneys' fees, incurred thereby.
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Xxxxxxxx agrees to indemnify and save Lancer harmless from any and
all claims for damages or losses of any nature whatsoever, arising from
negligent acts or omissions of Xxxxxxxx or its contractors, licensees, agents,
invitees, or employees, or (unless caused by the intentional or negligent acts
or omissions of Lancer) arising from any accident, injury or damage whatsoever
caused to any person or property occurring in or about the Subleased Property,
or the areas adjoining the Subleased Property and from and against all costs and
expenses, including attorneys' fees, incurred thereby.
XIV. NOTICES
All notices under this Sublease Agreement shall be forwarded to
the addresses mentioned in the Recitals above, or such other addresses as may
from time to time be furnished by the parties thereto. Said notices shall be in
writing and if mailed, shall be deemed given ten (10) days after the date of
mailing thereof.
XV. LANCER'S DEFAULT
A. Each of the following will be a default of Lancer
1. Vacation or abandonment of Subleased Property;
2. Failure to pay any installment of rent due and payable hereunder upon the
date when said payment is due, said failure continuing for a period of ten (10)
days;
3. Default in the performance of any of Lancer's covenants, agreements or
obligations hereunder, said default, except default in the payment of any
installment of rent, continuing for fifteen (15) days after written notice
thereof is given from Xxxxxxxx to Lancer;
4. A general assignment by Lancer for the benefit of creditors;
5. The filing of a voluntary petition in bankruptcy by Lancer or the filing of
an involuntary petition by Lancer's creditors, said petition remaining
undischarged for a period of ninety (90) days;
6. The appointment of a Receiver to take possession of substantially all of
Lancer's assets or of this subleasehold, said receivership remaining undissolved
for a period of ninety (90) days;
7. Attachment, execution or other judicial seizure of substantially all of
Lancer's assets or this subleasehold, such attachment, execution or other
seizure remaining undismissed or undischarged for a period of ninety (90) days
after the levy thereof;
8. The termination, for any reason before its expiration, of that certain
Manufacturing Shelter Agreement as amended and revised, between Lancer and
Xxxxxxxx Industries, Inc.
B. Upon occurrence of any one of the foregoing defaults, Xxxxxxxx
shall have the right, at its option, and in addition to other rights or remedies
granted by law, including the right to claim damage, and to do the following:
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1. Immediately rescind this Sublease Agreement and eject Company from
the Subleased Property,
2. Claim Specific performance. In the case of default as specified in
XV. A, I-3. Above, Xxxxxxxx shall, in addition to all other remedies, have the
right to declare the entire unpaid balance of rent to the end of the Sublease
then in effect, and all other sums due from Lancer, immediately due and payable,
plus interest at the rate of twenty percent (20%) per annum of said sums from
the date of such declaration until payment in full, provided that Xxxxxxxx shall
diligently proceed to sublease the Subleased Property to another tenant or
otherwise make beneficial use thereof in mitigation of damages, rent and all
other sums due or payable to Xxxxxxxx.
x. Xxxxxxxx shall promptly refund to Lancer that portion of rent and
interest paid by Lancer pursuant to this paragraph 2 which is allocable to the
period of the Sublease Term during which the Subleased Property was subleased to
another tenant or otherwise used in a beneficial manner as well as any other
allocable sums paid by Lancer to Xxxxxxxx less any loss or damage incurred by
Xxxxxxxx as a result of Lancer's default, or;
b. If such rent or other sums have not been paid by Lancer to
Xxxxxxxx, Xxxxxxxx shall credit such amount(s) to Lancer
XVI. RIGHT TO CURE DEFAULTS
In the event of Lancer's breach or default of any term or
provision herein, Xxxxxxxx may, without any obligation to do so, at any time
after ten (10) days written notice, cure such breach or default, or make repairs
to the Subleased Property, for the account and at the expense of Lancer. If
Xxxxxxxx, by reason of such breach or default, pays any money, or is compelled
to incur any expense, including attorneys' fees, the sums so paid or incurred by
Xxxxxxxx with all interest, costs, and damages, shall be paid by Lancer to
Xxxxxxxx on the first day of the month following the incurring of such expenses.
If any installment of rent or any other payment is not promptly paid when due,
it shall bear interest of twenty percent (20%) per annum from the date on which
it becomes due until paid; but this provision is not intended to relieve Lancer
from fulfilling its obligations hereunder in the time and in the manner
specified in this agreement. The foregoing interest, expenses and damages shall
be recoverable from Lancer by exercise of Xxxxxxxx'x remedies hereinabove set
forth. Efforts by Xxxxxxxx to mitigate the damages caused by Lancer's breach of
this Sublease shall not be construed to be a waiver of Xxxxxxxx'x right to
recover damages under this Clause XVI. Nothing in this Clause XVI affects the
right of Xxxxxxxx to indemnification by Lancer in accordance with Clause XIII
hereinabove for liability arising prior to the termination of this Sublease for
personal injuries or property damage.
XVII. WAIVER
In the event Xxxxxxxx or Lancer does not compel the other to
comply with any of the obligations hereunder, such action or omission shall not
be construed as a waiver of a subsequent breach of the same or any other
provision. Any consent or approval shall not be
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deemed to waive or render unnecessary the consent or approval of any subsequent
or similar act by Lancer or Xxxxxxxx.
XVIII. HOLDING OVER
If Lancer should remain in possession of the Subleased Property
after the expiration of this Sublease, Lancer shall pay a minimum weekly rent
equal to twice the then minimum weekly rent then paid in the month immediately
preceding the month in which the holdover period began until Lancer has
delivered to Xxxxxxxx the Subleased Property, or executed a new Sublease
Agreement. This provision shall not he construed as granting any right to
Company to remain in possession of the Subleased Property after the expiration
of the Lease Term. Lancer shall indemnify Xxxxxxxx against any loss or liability
resulting from delay by Lancer in surrendering the Subleased Property. If such
loss or liability is founded on said delay, less any amounts paid pursuant to
this clause. The parties agree that Lancer shall quit and surrender the
Subleased Property at the expiration of this Sublease Agreement, waiving the
right provided by law.
XIX. SURRENDER
On the last day of the term of this Sublease Agreement, or the
sooner termination thereof pursuant to other provisions hereof, Lancer shall
quit and surrender the Subleased Property, and restore the premises to a clean
and good condition (normal wear and tear excepted) together with all
alterations, additions and Lancer's improvements that may have been made in the
same, except furniture, machinery and equipment owned by Lancer. Prior to
termination of this Sublease Agreement, Lancer shall have removed all of its
property in accordance with Section III hereof and all property not removed
shall be deemed abandoned by Lancer. Lancer shall repair and restore the
Subleased Property to a good and clean condition, normal wear and tear excepted,
while removing Lancer's property.
XX. QUIET ENJOYMENT
Xxxxxxxx agrees that Lancer, upon paying the rent and all other
charges provided for herein and upon complying with all of the terms and
provisions of this Sublease Agreement, shall lawfully and quietly occupy and
enjoy the Subleased Property during the Sublease Term.
XXI. MISCELLANEOUS
A. This document contains all of the agreements and conditions made
between the parties with respect to the Subleased Property, and may not be
modified orally in any manner other than by a written agreement signed by the
authorized representative of the parties.
B. If any term, covenant, condition or provision of this Sublease,
or the application thereof to any person or circumstance, shall be to any extent
held by a court of competent jurisdiction, to be invalid, void or unenforceable,
the remainder of the terms, covenants, conditions or provisions of this
Sublease, or the application thereof to any person or circumstance, shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
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C. In the event either party should bring an action against the
other party for the possession of the Subleased Property, or the recovery of any
sum due thereunder, or because of the breach or default of any covenant in the
Sublease Agreement, the prevailing party shall have the right to collect from
the other party its costs and expense, including attorneys' fees.
D. Every payment and performance required by this Sublease
Agreement, shall be paid and performed precisely on the date specified for such
payment or performance and no delay or extension thereof shall be permitted.
E. The titles and subtitles in the Clauses of this document shall
have no effect on the interpretation of the terms and provisions contained in
this Sublease Agreement.
F. The parties agree that this Sublease Agreement shall be governed
by the Laws of the State of Baja California and the Laws of the State of
California as their jurisdiction applies. For everything pertaining to the
interpretation and compliance of this Sublease Agreement the parties thereby
expressly submit to either the jurisdiction of the Civil Courts of the City of
Mexicali, State of Baja California or the Civil Courts of the County of
Imperial, State of California as their jurisdiction applies, waiving any other
jurisdiction which might be applicable by reason of their present or future
domiciles or otherwise.
G. Whenever the prior consent of either party, written or
otherwise, is required as a condition for any act by the other party under this
Sublease Agreement, such party agrees not arbitrarily to withhold such consent.
H. Each party shall execute such further documents as shall be
requested by the other party, but only to the extent that the effect of said
documents is to give legal effect to rights set forth in the Sublease Agreement.
I. Submission of this instrument for examination or signature by
Lancer does not constitute a reservation of or option to Sublease, and it is not
effective as a Sublease or otherwise until executed and delivery by both
Xxxxxxxx and Lancer.
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J. This Sublease and each of its covenants and conditions shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective assigns, subject to the provisions hereof. Whenever in this Sublease
a reference is made to Xxxxxxxx, such reference shall be deemed to refer to the
person in whom the interest of the sublessor hereunder shall be vested. Any
successor or assignee of Lancer who accepts an assignment or the benefit of this
Sublease and enters into possession or enjoyment hereunder shall thereby assume
and agree to perform and be bound by the covenants and conditions thereof
IN WITNESS WHEREOF, the parties have executed this Sublease
Agreement as of the first day of November, nineteen hundred ninety eight.
XXXXXXXX LANCER
EAGELSON DE CALIFORNIA LANCER ORTHODONTICS, INC.
S.A. DE C.V.
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Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx
General Manager President
XXXXXXXX INDUSTRIES, INC.
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Xxxxxx X. Xxxxxx
President
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