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Exhibit 10.22
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STANDARD FORM OF OFFICE LEASE
THE REAL ESTATE BOARD OF NEW YORK, INC.
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AGREEMENT OF LEASE, made as of this 1st day of February, 1999, between
RENAISSANCE ACQUISITIONS, LLC, having an address at 000 Xxxxxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
party of the first part, hereinafter referred to as OWNER, and REAL MEDIA,
INC., having an address at 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
party of the second part,
hereinafter referred to as TENANT,
WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner
Entire 4th Floor
in the building known as 000 Xxxxx Xxxxxx
in the Borough of Manhattan, City of New York, for the term of Three (3) Years
(or until such term shall sooner cease and
expire as hereinafter provided) to commence on
the 1st day of February nineteen hundred and
ninety-nine, and to end on the 31st day of January two thousand and two both
dates inclusive, at an annual rental rate of
SEE PARAGRAPH 36 OF THE ANNEXED RIDER
which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant
shall pay the first monthly installment(s) on the execution hereof
(unless this lease be a renewal).
In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.
The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, successors and assigns,
hereby covenant as follows:
Rent 1. Tenant shall pay the rent as above and as hereinafter provided.
Occupancy 2. Tenant shall use and occupy demised premises for
SEE PARAGRAPH 53 OF THE ANNEXED RIDER
SEE RIDER A and for no other purpose.
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Tenant Alterations
3. Tenant shall make no changes in or to the demised premises of
any nature without Owner's prior written consent. Subject to the prior written
consent of Owner, and to the provisions of this article, Tenant at Tenant's
expense, may make alterations, installations, additions or improvements which
are nonstructural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved by Owner. Tenant shall, before making
any alterations, additions, installations or improvements, at its expense,
obtain all permits, approvals and certificates required by any governmental or
quasi-governmental bodies and (upon completion) certificates of final approval
thereof and shall deliver promptly duplicates of all such permits, approvals
and certificates to Owner and Tenant agrees to carry and will cause Tenant's
contractors and sub-contractors to carry such xxxxxxx'x compensation, general
liability, personal and property damage insurance as Owner may require. If any
mechanic's lien is filed against the demised premises, or the building of which
the same forms a part, for work claimed to have been done for, or materials
furnished to, Tenant, whether or not done pursuant to this article, the same
shall be discharged by Tenant within thirty days thereafter, at Tenant's
expense, by filing the bond required by law. All fixtures and all paneling,
partitions, railings and like installations, installed in the premises at any
time, either by Tenant or by Owner in Tenant's behalf, shall, upon
installation, become the property of Owner and shall remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no
later than twenty days prior to the date fixed as the termination of this
lease, elects to relinquish Owner's right thereto and to have them removed by
Tenant, in which event the same shall be removed from the premises by Tenant
prior to the expiration of the lease, at Tenant's expense. Nothing in this
Article shall be construed to give Owner title to or to prevent Tenant's
removal of trade fixtures, moveable office furniture and equipment, but upon
removal of any such from the premises or upon removal of other installations as
may be required by Owner, Tenant shall immediately and at its expense, repair
and restore the premises to the condition existing prior to installation and
repair any damage to the demised premises or the building due to such removal.
All property permitted or required to be removed, by Tenant at the end of the
term remaining in the premises after Tenant's removal shall be deemed abandoned
and may, at the election of Owner, either be retained as Owner's property or
may be removed from the premises by Owner, at Tenant's expense.
Maintenance and Repairs
4. Tenant shall, throughout the term of this lease, take good care
of the demised premises and the fixtures and appurtenances therein. Tenant
shall be responsible for all damage or injury to the demised premises or any
other part of the building and the systems and equipment thereof, whether
requiring structural or nonstructural repairs caused by or resulting from
carelessness, omission, neglect or improper conduct of Tenant, Tenant's
subtenants, agents, employees, invitees or licensees, or which arise out of any
work, labor, service or equipment done for or supplied to Tenant or any
subtenant or arising out of the installation, use or operation of the property
or equipment of Tenant or any subtenant. Tenant shall also repair all damage to
the building and the demised premises caused by the moving of Tenant's
fixtures, furniture and equipment. Tenant shall promptly make, at Tenant's
expense, all repairs in and to the demised premises for which Tenant is
responsible, using only the contractor for the trade or trades in question,
selected from a list of at least two contractors per trade submitted by Owner.
Any other repairs in or to the building or the facilities and systems thereof
for which Tenant is responsible shall be performed by Owner at the Tenant's
expense. Owner shall maintain in good working order and repair the exterior and
the structural portions of the building, including the structural portions of
its demised premises, and the public portions of the building interior and the
building plumbing, electrical, heating and ventilating systems (to the extent
such systems presently exist) serving the demised premises. Tenant agrees to
give prompt notice of any defective condition in the premises for which Owner
may be responsible hereunder. There shall be no allowance to Tenant for
diminution of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner or others
making repairs, alterations, additions or improvements in or to any portion of
the building or the demised premises or in and to the fixtures, appurtenances
or equipment thereof. It is specifically agreed that Tenant shall not be
entitled to any setoff or reduction of rent by reason of any failure of Owner
to comply with the covenants of this or any other article of this Lease. Tenant
agrees that Tenant's sole remedy at law in such instance will be by way of an
action for damages for breach of contract. The provisions of this Article 4
shall not apply in the case of fire or other casualty which are dealt with in
Article 9 hereof.
Window Cleaning:
5. Tenant will not clean nor require,
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permit, suffer or allow any window in the demised premises to be cleaned from
the outside in violation of Section 202 of the Labor Law or any other
applicable law or of the Rules of the Board of Standards and Appeals, or of any
other Board or body having or asserting jurisdiction.
Requirements of Law, Fire Insurance, Floor Loads:
6. Prior to the commencement of the lease term, if Tenant is then
in possession, and at all times thereafter, Tenant, at Tenant's sole cost and
expense, shall promptly comply with all present and future laws, orders and
regulations of all state, federal, municipal and local governments,
departments, commissions and boards and any direction of any public officer
pursuant to law, and all orders, rules and regulations of the New York Board of
Fire Underwriters, Insurance Services Office, or any similar body which shall
impose any violation, order or duty upon Owner or Tenant with respect to the
demised premises, whether or not arising out of Tenant" use or manner of use
thereof, (including Tenant's permitted use) or manner of use of the premises or
the building (including the use permitted under the lease). Nothing herein
shall require Tenant to make structural repairs or alterations unless Tenant
has, by its manner of use of the demised premises or method of operation
therein, violated any such laws, ordinances, orders, rules, regulations or
requirements with respect thereto. Tenant may, after securing Owner to Owner's
satisfaction against all damages, interest, penalties and expenses, including,
but not limited to, reasonable attorney's fees, by cash deposit or by surety
bond in an amount and in a company satisfactory to Owner, contest and appeal
any such laws, ordinances, orders, rules, regulations or requirements provided
same is done with all reasonable promptness and provided such appeal shall not
subject Owner to prosecution for a criminal offense or constitute a default
under any lease or mortgage under which Owner may be obligated, or cause the
demised premises or any part thereof to be condemned or vacated. Tenant shall
not do or permit any act or thing to be done in or to the demised premises
which is contrary to law, or which will invalidate or be in conflict with
public liability, fire or other policies of insurance at any time carried by or
for the benefit of Owner with respect to the demised premises or the building
of which the demised premises form a part, or which shall or might subject
Owner to any liability or responsibility to any person or for property damage.
Tenant shall not keep anything in the demised premises except as now or
hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire
Insurance Rating Organization or other authority having jurisdiction, and then
only in such manner and such quantity so as not to increase the rate for fire
insurance applicable to the building, nor use the premises in a manner which
will increase the insurance rate for the building or any property located
therein over that in effect prior to the commencement of Tenant's occupancy.
Tenant shall pay all costs, expenses, fines, penalties, or damages, which may
be imposed upon Owner by reason of Tenant's failure to comply with the
provisions of this article and if by reason of such failure the fire insurance
rate shall, at the beginning of this lease or at any time thereafter, be higher
than it otherwise would be, then Tenant shall reimburse Owner, as additional
rent hereunder, for that portion of all fire insurance premiums thereafter paid
by Owner which shall have been charged because of such failure by Tenant. In
any action or proceeding wherein Owner and Tenant are parties, a schedule or
"make-up" of rate for the building or demised premises issued by the New York
Fire Insurance Exchange, or other body making fire insurance rates applicable
to said premises shall be conclusive evidence of the facts therein stated and
of the several items and charges in the fire insurance rates then applicable to
said premises. Tenant shall not place a load upon any floor of the demised
premises exceeding the floor load per square foot area which it was designed to
carry and which is allowed by law. Owner reserves the right to prescribe the
weight and position of all safes, business machines and mechanical equipment.
Such installations shall be placed and maintained by Tenant, at Tenant's
expense, in settings sufficient, in Owner's judgement, to absorb and prevent
vibration, noise and annoyance.
Subordination:
7. This lease is subject and subordinate to all ground or
underlying leases and to all mortgages which may now or hereafter affect such
leases or the real property of which demised premises are a part and to all
renewals, modifications, consolidations, replacements and extensions of any
such underlying leases and mortgages. This clause shall be self-operative and
no further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such
subordination, Tenant shall execute promptly any certificate that Owner may
request.
Property-Loss, Damage, Reimbursement, Indemnity:
8. Owner or its agents shall not be liable for any damage to
property of Tenant or of others entrusted to employees of the building, nor for
loss of or
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damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause of whatsoever nature,
unless caused by or due to the negligence of Owner, its agents, servants or
employees. Owner or its agents will not be liable for any such damage caused by
other tenants or persons in, upon or about said building or caused by
operations in construction of any private, public or quasi public work. If at
any time any windows of the demised premises are temporarily closed, darkened
or bricked up (or permanently closed, darkened or bricked up, if required by
law) for any reason whatsoever including, but not limited to Owner's own acts,
Owner shall not be liable for any damage Tenant may sustain thereby and Tenant
shall not be entitled to any compensation therefor nor abatement or diminution
of rent nor shall the same release Tenant from its obligations hereunder nor
constitute an eviction. Tenant shall indemnify and save harmless Owner against
and from all liabilities, obligations, damages, penalties, claims, costs and
expenses for which Owner shall not be reimbursed by insurance, including
reasonable attorneys fees, paid, suffered or incurred as a result of any breach
by Tenant, Tenant's agents, contractors, employees, invitees, or licensees, of
any covenant or condition of this lease, or the carelessness, negligence or
improper conduct of the Tenant, Tenant's agents, contractors, employees,
invitees or licensees. Tenant's liability under this lease extends to the acts
and omissions of any sub-tenant, and any agent, contractor, employee, invitee
or licensee of any sub-tenant. In case any action or proceeding is brought
against Owner by reason of any such claim, Tenant, upon written notice from
Owner, will, at Tenant's expense, resist or defend such action or proceeding by
counsel approved by Owner in writing, such approval not to be unreasonably
withheld.
Destruction, Fire and Other Casualty:
9. (a) If the demised premises or any part thereof shall be damaged
by fire or other casualty, Tenant shall give immediate notice thereof to Owner
and this lease shall continue in full force and effect except as hereinafter
set forth. (b) If the demised premises are partially damaged or rendered
partially unusable by fire or other casualty, the damages thereto shall be
repaired by and at the expense of Owner and the rent, until such repair shall
be substantially completed, shall be apportioned from the day following the
casualty according to the part of the premises which is usable. (c) If the
demised premises are totally damaged or rendered wholly unusable by fire or
other casualty, then the rent shall be proportionately paid up to the time of
the casualty and thenceforth shall cease until the date when the premises shall
have been repaired and restored by Owner, subject to Owner's right to elect not
to restore the same as hereinafter provided. (d) If the demised premises are
rendered wholly unusable or (whether or not the demised premises are damaged in
whole or in part) if the building shall be so damaged that Owner shall decide
to demolish it or to rebuild it, then, in any of such events, Owner may elect
to terminate this lease by written notice to Tenant, given within 90 days after
such fire or casualty, specifying a date for the expiration of the lease, which
date shall not be more than 60 days after the giving of such notice, and upon
the date specified in such notice the term of this lease shall expire as fully
and completely as if such date were the date set forth above for the
termination of this lease and Tenant shall forthwith quit, surrender and vacate
the premises without prejudice however, to Landlord's rights and remedies
against Tenant under the lease provisions in effect prior to such termination,
and any rent owing shall be paid up to such date and any payments of rent made
by Tenant which were on account of any period subsequent to such date shall be
returned to Tenant. Unless Owner shall serve a termination notice as provided
for herein, Owner shall make the repairs and restorations under the conditions
of (b) and (c) hereof, with all reasonable expedition, subject to delays due to
adjustment of insurance claims, labor troubles and causes beyond Owner's
control. After any such casualty, Tenant shall cooperate with Owner's
restoration by removing from the premises as promptly as reasonably possible,
all of Tenant's salvageable inventory and movable equipment, furniture and
other property. Tenant's liability for rent shall resume five (5) days after
written notice from Owner that the premises are substantially ready for
Tenant's occupancy. (e) Nothing contained hereinabove shall relieve Tenant from
liability that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, each party shall look first to any insurance in
its favor before making any claim against the other party for recovery for loss
or damage resulting from fire or other casualty, and to the extent that such
insurance is in force and collectible and to the extent permitted by law, Owner
and Tenant each hereby releases and waives all right of recovery against the
other or any one claiming through or under each of them by way of subrogation
or otherwise. The foregoing release and waiver shall be in force only if both
releasors' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance. If, and to the extent, that such
waiver can be obtained only by the payment of additional premiums, then the
party benefitting from the waiver shall pay such premium within ten days after
written demand or shall be deemed to have agreed that the
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party obtaining insurance coverage shall be free of any further obligation
under the provisions hereof with respect to waiver of subrogation. Tenant
acknowledges that Owner will not carry insurance on Tenant's furniture and/or
furnishings or any fixtures or equipment, improvements, or appurtenances
removable by Tenant and agrees that Owner will not be obligated to repair any
damage thereto or replace the same. (f) Tenant hereby waives the provisions of
Section 227 of the Real Property Law and agrees that the provisions of this
article shall govern and control in lieu thereof.
Eminent Domain:
10. If the whole or any part of the demised premises shall be
acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease and assigns to
Owner, Tenant's entire interest in any such award.
Assignment, Mortgage, Etc.:
11. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, expressly
covenants that it shall not assign, mortgage or encumber this agreement, nor
underlet, or suffer or permit the demised premises or any part thereof to be
used by others, without the prior written consent of Owner in each instance.
Transfer of the majority of the stock of a corporate Tenant shall be deemed an
assignment. If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than Tenant, Owner may, after
default by Tenant, collect rent from the assignee, under-tenant or occupant,
and apply the net amount collected to the rent herein reserved, but no such
assignment, underletting, occupancy or collection shall be deemed a waiver of
this covenant, or the acceptance of the assignee, under-tenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Owner to an
assignment or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further
assignment or underletting.
Electric Current:
[ICON]
12. Rates and conditions in respect to submetering or rent
inclusion, as the case may be, to be added in RIDER attached hereto. Tenant
covenants and agrees that at all times its use of electric current shall not
exceed the capacity of existing feeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time
of the character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.
Access to Premises
13. Owner or Owner's agents shall have the right (but shall not be
obligated) to enter the demised premises in any emergency at any time, and, at
other reasonable times, to examine the same and to make such repairs,
replacements and improvements as Owner may deem necessary and reasonably
desirable to the demised premises or to any other portion of the building or
which Owner may elect to perform. Tenant shall permit Owner to use and maintain
and replace pipes and conduits in and through the demised premises and to erect
new pipes and conduits therein provided they are concealed within the walls,
floor, or ceiling. Owner may, during the progress of any work in the demised
premises, take all necessary materials and equipment into said premises without
the same constituting an eviction nor shall the Tenant be entitled to any
abatement of rent while such work is in progress nor to any damages by reason
of loss or interruption of business or otherwise. Throughout the term hereof
Owner shall have the right to enter the demised premises at reasonable hours
for the purpose of showing the same to prospective purchasers or mortgageees of
the building, and during the last six months of the term for the purpose of
showing the same to prospective tenants. If Tenant is not present to open and
permit an entry into the premises, Owner or Owner's agents may enter the same
whenever such entry may be necessary or permissible by master key or forcibly
and provided reasonable care is exercised to safeguard Tenant's property, such
entry shall not render Owner or its agents liable therefor, nor in any event
shall the obligations of Tenant hereunder be affected. If during the last month
of the term Tenant shall have removed all or substantially all of Tenant's
property therefrom Owner may immediately enter, alter, renovate or redecorate
the demised premises without limitation or abatement of rent, or incurring
liability to Tenant for any compensation and such act shall have no effect on
this lease or Tenant's obligations hereunder.
Vault, Vault Space, Arca:
14. No Vaults, vault space or area, whether or not enclosed or
covered, not within the property line of the building is leased
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hereunder, anything contained in or indicated on any sketch, blue print or
plan, or anything contained elsewhere in this lease to the contrary
notwithstanding. Owner makes no representation as to the location of the
property line of the building. All vaults and vault space and all such areas
not within the property line of the building, which Tenant may be permitted to
use and/or occupy, is to be used and/or occupied under a revocable license, and
if any such license be revoked, or if the amount of such space or area be
diminished or required by any federal, state or municipal authority or public
utility, Owner shall not be subject to any liability nor shall Tenant be
entitled to any compensation or diminution or abatement of rent, nor shall such
revocation, diminution or requisition be deemed constructive or actual
eviction. Any tax, fee or charge of municipal authorities for such vault or
area shall be paid by Tenant.
Occupancy:
15. Tenant will not at any time use or occupy the demised premises
in violation of the certificate of occupancy issued for the building of which
the demised premises are a part. Tenant has inspected the premises and accepts
them as is, subject to the riders annexed hereto with respect to Owner's work,
if any. In any event, Owner makes no representation as to the condition of the
premises and Tenant agrees to accept the same subject to violations, whether or
not of record.
Bankruptcy:
16. (a) Anything elsewhere in this lease to the contrary
notwithstanding, this lease may be cancelled by Owner by the sending of a
written notice to Tenant within a reasonable time after the happening of any
one or more of the following events: (1) the commencement of a case in
bankruptcy or under the laws of any state naming Tenant as the debtor; or (2)
the making by Tenant of an assignment or any other arrangement for the benefit
of creditors under any state statute. Neither Tenant nor any person claiming
through or under Tenant, or by reason of any statute or order of court, shall
thereafter be entitled to possession of the premises demised but shall
forthwith quit and surrender the premises. If this lease shall be assigned in
accordance with its terms, the provisions of this Article 16 shall be
applicable only to the party then owning Tenant's interest in this lease.
(b) it is stipulated and agreed that in the event of the
termination of this lease pursuant to (a) hereof, Owner shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages an amount equal to the
difference between the rent reserved hereunder for the unexpired portion of the
term demised and the fair and reasonable rental value of the demised premises
for the same period. In the computation of such damages the difference between
any installment of rent becoming due hereunder after the date of termination
and the fair and reasonable rental value of the demised premises for the period
for which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof be relet by the Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such reletting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time
when, and governing the proceedings in which, such damages are to be proved,
whether or not such amount be greater, equal to, or less than the amount of the
difference referred to above.
Default:
17. (1) If Tenant defaults 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; or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than Tenant;
or if this lease be rejected under Section 235 of Title 11 of the U.S. Code
(bankruptcy code); or if Tenant shall fail to move into or take possession of
the premises within fifteen (15) days after the commencement of the term of
this lease, then, in any one or more of such events, upon Owner serving a
written five (5) days notice upon Tenant specifying the nature of said default
and upon the expiration of said five (5) days, if Tenant shall have failed to
comply with or remedy such default, or if the said default or omission
complained of shall be of a nature that the same cannot be completely cured or
remedied within said five (5) day period, and if Tenant shall not have
diligently commenced curing such default within such five (5) day period, and
shall not thereafter with reasonable diligence and in good faith, proceed to
remedy or cure such default, then Owner may serve a written three (3) days'
notice of cancellation of this lease upon Tenant, and upon the expiration of
said three (3) days this lease and the term thereunder shall end and expire as
fully and completely as if the expiration of such three (3) day period were the
day
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herein definitely fixed for the end and expiration of this lease and the term
thereof and Tenant shall then quit and surrender the demised premises to Owner
but Tenant shall remain liable as hereinafter provided.
(2) If the notice provided for in (1) hereof shall have been given,
and the term shall expire as aforesaid; or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required;
then and in any of such events Owner may without notice, re-enter the demised
premises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made, and Tenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end. If
Tenant shall make default hereunder prior to the date fixed as the commencement
of any renewal or extension of this lease, Owner may cancel and terminate such
renewal or extension agreement by written notice.
Remedies of Owner and Waiver of Redemption:
18. In case of any such default, re-entry, expiration and/or
dispossess by summary proceedings or otherwise, (a) the rent shall become due
thereupon and be paid up to the time of such re-entry, dispossess and/or
expiration, (b) Owner may re-let the premises or any part or parts thereof,
either in the name of Owner or otherwise, for a term or terms, which may at
Owner's option be less than or exceed the period which would otherwise have
constituted the balance of the term of this lease and may grant concessions or
free rent or charge a higher rental than that in this lease, and/or (c) Tenant
or the legal representatives of Tenant shall also pay Owner as liquidated
damages for the failure of Tenant to observe and perform said Tenant's
covenants herein contained, any deficiency between the rent hereby reserved
and/or covenanted to be paid and the net amount, if any, of the rents collected
on account of the lease or leases of the demised premises for each month of the
period which would otherwise have constituted the balance of the term of this
lease. The failure of Owner to re-let the premises or any part or parts thereof
shall not release or affect Tenant's liability for damages. In computing such
liquidated damages there shall be added to the said deficiency such expenses as
Owner may incur in connection with re-letting, such as legal expenses,
attorneys' fees, brokerage, advertising and for keeping the demised premises in
good order or for preparing the same for re-letting. Any such liquidated
damages shall be paid in monthly installments by Tenant on the rent day
specified in this lease and any suit brought to collect the amount of the
deficiency for any month shall not prejudice in any way the rights of Owner to
collect the deficiency for any subsequent month by a similar proceeding. Owner,
in putting the demised premises in good order or preparing the same for
re-rental may, at Owner's option, make such alterations, repairs, replacements,
and/or decorations in the demised premises as Owner, in Owner's sole judgement,
considers advisable and necessary for the purpose of re-letting the demised
premises, and the making of such alterations, repairs, replacements, and/or
decorations shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever
for failure to re-let the demised premises, or in the event that the demised
premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess, if
any, of such net rents collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of
the covenants or provisions hereof, Owner 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. Mention in
this lease of any particular remedy, shall not preclude Owner from any other
remedy, in law or in equity. Tenant hereby expressly waives any and all rights
of redemption granted by or under any present or future laws in the event of
Tenant being evicted or dispossessed for any cause, or in the event of Owner
obtaining possession of demised premises, by reason of the violation by Tenant
of any of the covenants and conditions of this lease, or otherwise.
Fees and Expenses
19. If Tenant shall default in the observance or performance of any
term or covenant on Tenant's part to be observed or performed under or by
virtue of any of the terms or provisions in any article of this lease, then,
unless otherwise provided elsewhere in this lease, Owner may immediately or at
any time thereafter and without notice perform the obligation of Tenant
thereunder. If Owner, in connection with the foregoing or in connection with
any default by Tenant in the covenant to pay rent hereunder, makes any
expenditures or incurs any obligations for the payment of money, including but
not limited to attorney's fees, in instituting, prosecuting or defending any
action or proceeding, then Tenant will reimburse Owner for such sums so paid or
obligations incurred with interest and costs.
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The foregoing expenses incurred by reason of Tenant's default shall be deemed
to be additional rent hereunder and shall be paid by Tenant to Owner within
five (5) days of rendition of any xxxx or statement to Tenant therefor. If
Tenant's lease term shall have expired at the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable
by Owner as damages.
Building Alterations and Management:
20. Owner shall have the right at any time without the same
constituting an eviction and without incurring liability to Tenant therefor to
change the arrangement and/or location of public entrances, passageways, doors
doorways, corridors, elevators, stairs, toilets or other public parts of the
building and to change the name, number or designation by which the building
may be known. There shall be no allowance to Tenant for diminution of rental
value and no liability on the part of Owner by reason of inconvenience,
annoyance or injury to business arising from Owner or other Tenants making any
repairs in the building or any such alterations, additions and improvements.
Furthermore, Tenant shall not have any claim against Owner by reason of Owner's
imposition of such controls of the manner of access to the building by Tenant's
social or business visitors as the Owner may deem necessary for the security of
the building and its occupants.
No Representations by Owner:
21. Neither Owner nor Owner's agents have made any representations
or promises with respect to the physical condition of the building, the land
upon which possession of the demised premises by Tenant shall be conclusive
evidence that the said premises and the building of which the same form a part
were in good and satisfactory condition at the time such possession was so
taken, except as to latent defects. All understandings and agreements
heretofore made between the parties hereto are merged in this contract, which
alone fully and completely expresses the agreement between Owner and Tenant and
any executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of it in whole or in part, unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.
End of Term:
22. Upon the expiration or other termination of the term of this
lease, Tenant shall quit and surrender to Owner the demised premises, broom
clean, in good order and condition, ordinary wear and damages which Tenant is
not required to repair as provided elsewhere in this lease excepted, and Tenant
shall remove all its property. Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease. If
the last day of the term of this Lease or any renewal thereof, falls on Sunday,
this lease shall expire at noon on the preceding Saturday unless it be a legal
holiday in which case it shall expire at noon on the preceding business day.
Quiet Enjoyment:
23. Owner covenants and agrees with Tenant that upon Tenant paying
the rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 31 hereof and to the ground leases, underlying leases and
mortgages hereinbefore mentioned.
Failure to Give Possession:
24. If Owner is unable to give possession of the demised premises
on the date of the commencement of the term hereof, because of the holding-over
or retention of possession of any tenant, undertenant or occupants or if the
demised premises are located in a building being constructed, because such
building has not been sufficiently completed to make the premises ready for
occupancy or because of the fact that a certificate of occupancy has not been
procured or for any other reason, Owner shall not be subject to any liability
for failure to give possession on said date and the validity of the lease shall
not be impaired under such circumstances, nor shall the same be construed in
any wise to extend the term of this lease, but the rent payable hereunder shall
be abated (provided Tenant is not responsible for Owner's inability to obtain
possession) until after Owner shall have given Tenant written notice that the
premises are substantially ready for Tenant's occupancy. If permission is given
to Tenant to enter into the possession of the demised premises or to occupy
premises other than the demised premises prior to the date specified as the
commencement of the term of this lease, Tenant covenants and agrees that such
occupancy shall be deemed to be under all the terms, covenants, conditions and
provisions of this lease, except as to the covenant to pay rent. The provisions
of this article are intended to constitute "an express provision to the
contrary" within the meaning of Section 223-a of the New York Real Property
Law.
No Waiver:
25. The failure of Owner to seek redresss for violation of, or to
insist
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upon the strict performance of any covenant or condition of this lease or of
any of the Rules or Regulations, set forth or hereafter adopted by Owner, shall
not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Owner of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach and no provision of this
lease shall be deemed to have been waived by Owner unless such waiver be in
writing signed by Owner. No payment by Tenant or receipt by Owner of a lesser
amount than the monthly rent herein stipulated shall be deemed to be other than
on account of the earliest stipulated rent, nor shall any endorsement or
statement of any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction, and Owner may accept such check or
payment without prejudice to Owner's right to recover the balance of such rent
or pursue any other remedy in this lease provided. No act or thing done by
Owner or Owner's agents during the term hereby demised shall be deemed an
acceptance of a surrender of said premises, and no agreement to accept such
surrender shall be valid unless in writing signed by Owner. No employee of
Owner or Owner's agent shall have any power to accept the keys of said premises
prior to the termination of the lease and the delivery of keys to any such
agent or employee shall not operate as a termination of the lease or a
surrender of the premises.
Waiver of Trial by Jury:
26. It is mutually agreed by and between Owner and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other (except for personal injury or property damage) on any
matters whatsoever arising out of or in any way connected with this lease, the
relationship of Owner and Tenant, Tenant's use of or occupancy of said
premises, and any emergency statutory or any other statutory remedy. It is
further mutually agreed that in the event Owner commences any summary
proceeding for possession of the premises, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceeding including
a counterclaim under Article 4.
-------------
[ICON] Rider to be added if necessary.
Ability to Perform:
27. 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 no wise be affected, impaired or excused
because Owner is Emergency or by reason of 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.
Bills and Notices:
28. Except as otherwise in this lease provided, a xxxx, statement,
notice or communication which Owner may desire or be required to give to
Tenant, shall be deemed sufficiently given or rendered it, in writing,
delivered to Tenant personally or sent by registered or certified mail
addressed to Tenant at the building of which the demised premises form a part
or at the last known residence address or business address of Tenant or left at
any of the aforesaid premises addressed to Tenant, and the time of the
rendition of such xxxx or statement and of the giving of such notice or
communication shall be deemed to be the time when the same is delivered to
Tenant, mailed, or left at the premises as herein provided. Any notice by
Tenant to Owner must be served by registered or certified mail addressed to
Owner at the address first hereinabove given or at such other address as Owner
shall designate by written notice.
Services Provided by Owners
29. As long as Tenant is not in default under any of the covenants
of this lease, owner shall provide: (a) necessary elevator facilities on
business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m. and
have one elevator subject to call at all other times; (b) heat to the demised
premises when and as required by law, on business days from 8 a.m. to 6 p.m.
and on Saturdays from 8 a.m. to 1 p.m.; (c) water for ordinary lavatory
purposes, but if Tenant uses or consumes water for any other purposes or in
unusual quantities (of which fact Owner shall be the sole judge), Owner may
install a water meter at Tenant's expense which Tenant shall thereafter
maintain at Tenant's expense in good working order and repair to register such
water consumption and Tenant shall pay for water consumed as shown on said
meter as additional rent as and when bills are rendered; (d) cleaning service
for the demised premises on business days at Owner's expense provided that the
same are kept in order by Tenant. If, however, said premises are to be kept
clean by Tenant, it shall be done at Tenant's sole expense, in a manner
satisfactory to Owner and no one other than persons
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approved by Owner shall be permitted to enter said premises or the building of
which they are a part for such purpose. Tenant shall pay Owner the cost of
removal of any of Tenant's refuse and rubbish from the building; (e) If the
demised premises are serviced by Owner's air conditioning/cooling and
ventilating system, air conditioning/cooling will be furnished to tenant from
May 15th through September 30th on business days (Mondays through Fridays,
holidays excepted) from 8:00 a.m. to 6:00 p.m., and ventilation will be
furnished on business days during the aforesaid hours except when air
conditioning/cooling is being furnished as aforesaid. If Tenant requires air
conditioning/cooling or ventilation for more extended hours or on Saturdays,
Sundays or on holidays, as defined under Owner's contract with Operating
Engineers Local 94-94A, Owner will furnish the same at Tenant's expense. RIDER
to be added in re- [ICON] spect to rates and conditions for such
additional service; (f) Owner reserves the right to stop services of the
heating, elevators, plumbing, air-conditioning, power systems or cleaning or
other services, if any, when necessary by reason of accident or for repairs,
alterations, replacements or improvements necessary or desirable in the
judgment of Owner for as long as may be reasonably required by reason thereof.
If the building of which the demised premises are a part supplies
manually-operated elevator service, Owner at any time may substitute
automatic-control elevator service and upon ten days' written notice to Tenant,
proceed with alterations necessary therefor without in any wise affecting this
lease or the obligation of Tenant hereunder. The same shall be done with a
minimum of inconvenience to Tenant and Owner shall pursue the alteration with
due diligence.
Captions:
30. The Captions are inserted only as a matter of convenience and
for reference and in no way define, limit or described the scope of this lease
nor the intent of any provisions thereof.
Definitions:
31. The term "office", or "offices", wherever used in this lease,
shall not be construed to mean premises used as a store or stores, for the sale
or display, at any time, of goods, wares or merchandise, of any kind, or as a
restaurant, shop, booth, bootblack or other stand, xxxxxx shop, or for other
similar purposes or for manufacturing. The term "Owner" means a landlord or
lessor, and as used in this lease means only the owner, or the mortgagee in
possession, for the time being of the land and building (or the owner of a
lease of the building or of the land and building) of which the demised
premises form a part, so that in the event of any sale or sales of said land
and building or of said lease, or in the event of a lease of said building, or
of the land and building, the said Owner shall be and hereby is entirely freed
and relieved of all covenants and obligations of Owner hereunder, and it shall
be deemed and construed without further agreement between the parties or their
successors in interest, or between the parties and the purchaser, at any such
sale, or the said lessee of the building, or of the land and building, that the
purchaser or the lessee of the building has assumed and agreed to carry out any
and all covenants and obligations of Owner, hereunder. The words "re-enter" and
"re-entry" as used in this lease are not restricted to their technical legal
meaning. The term "business days" as used in this lease shall exclude Saturdays
(except such portion thereof as is covered by specific hours in Article 29
hereof), Sundays and all days observed by the State or Federal Government as
legal holidays and those designated as holidays by the applicable building
service union employees service contract or by the applicable Operating
Engineers contract with respect to HVAC service.
Adjacent Excavation-Shorting:
32. If an excavation shall be made upon land adjacent to the
demised premises, or shall be authorized to be made, Tenant shall afford to the
person causing or authorized to cause such excavation, license to enter upon
the demised premises for the purpose of doing such work as said person shall
deem necessary to preserve the wall or the building of which demised premises
form a part from injury or damage and to support the same by proper foundations
without any claim for damages or indemnity against Owner, or diminution or
abatement of rent.
Rules and Regulations:
33. Tenant and Tenant's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with, the Rules and
Regulations and such other and further reasonable Rules and Regulations as
Owner or Owner's agents may from time to time adopt. Notice of any additional
rules or regulations shall be given in such manner as Owner may elect. In case
Tenant disputes the reasonableness of any additional Rule or Regulation
hereafter made or adopted by Owner or Owner's agents, the parties hereto agree
to submit the question of the reasonableness of such Rule or Regulation for
decision to the New York office of the American Arbitration Association, whose
determination shall be final and conclusive upon the parties hereto. The right
to dispute the reasonableness of any additional Rule or Regulation upon
Tenant's part shall be deemed waived unless the same shall be asserted by
service of a notice, in writing upon Owner within ten (10) days after the
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giving of notice thereof. Nothing in this lease contained shall be construed to
impose upon owner any duty or obligation to enforce the Rules and Regulations
or terms, covenants or conditions in any other lease, as against any other
tenant and Owner shall not be liable to Tenant for violation of the same by any
other tenant, its servants, employees, agents, visitors or licensees.
Security:
[ICON]
34. Tenant has deposited with Owner the sum of $ as security for
the faithful performance and observance by Tenant of the terms, provisions and
conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease,
including, but not limited to, the payment of rent and additional rent, Owner
may use, apply or retain the whole or any part of the security so deposited to
the extent required for the payment of any rent and additional rent or any
other sum as to which Tenant is in default or for any such which Owner may
expend or may be required to expend by reason of Tenant's default in respect of
any of the terms, covenants and conditions of this lease, including but not
limited to, any damages or deficiency in the re-letting of the premises,
whether such damages or deficiency accrued before or after summary proceedings
or other re-entry by Owner. In the event that Tenant shall fully and faithfully
comply with all of the terms, provisions, covenants and conditions of this
lease, the security shall be returned to Tenant after the date fixed as the end
of the Lease and after delivery of entire possession of the demised premises to
Owner. In the event of a sale of the land and building or leasing of the
building, of which the demised premises form a part, Owner shall have the right
to transfer the security to the vendee or lessee and Owner shall thereupon be
released by Tenant from all liability for the return of such security; and
Tenant agrees to look to the new Owner solely for the return of said security,
and it is agreed that the provisions hereof shall apply to every transfer or
assignment made of the security to a new Owner. Tenant further covenants that
it will not assign or encumber or attempt to assign or encumber the monies
deposited herein as security and that neither Owner nor its successors or
assigns shall be bound by any such assignment, encumbrance, attempted
assignment or attempted encumbrance.
Successors and Assigns:
35. Tenant, any time, and from time to time, upon at least 10 days'
prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or
to any other person, firm or corporation specified by Owner, a statement
certifying that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), stating the dates to which the rent
and additional real have been paid, and stating whether or not there exists any
default by Owner under this Lease, and, if so, specifying each such default.
Estoppel Certificate
36. The covenants, conditions and agreements contained in this lease
shall bind and inure to the benefit of Owner and Tenant and their respective
heirs, distributees, executors, administrators, successors, and except as
otherwise provided in this lease, their assigns.
----------------------------
[ICON] Space to be filled in or deleted.
IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.
Witness for Owner: RENAISSANACE ACQUISITIONS, LLC.
---------------------------------
/s/ Xxxxxxx Xxxxxx
--------------------------------- ---------------------------------
By: Xxxxxxx Xxxxxx
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Witness for Tenant: REAL MEDIA, INC.,
---------------------------------
/s/ Xxxx Xxxxxxx
--------------------------------- ---------------------------------
By:
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ACKNOWLEDGMENTS
CORPORATE OWNER
STATE OF NEW YORK, ss.:
County of
On this day of , 19 , before me personally came
to me known, who being by me duly sworn, did depose and say that he resides in
;
that he is the of the corporation described in
and which executed the foregoing instrument, as OWNER; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by the order.
---------------------------------
INDIVIDUAL OWNER
STATE OF NEW YORK, ss.:
County of
On this day of , 19 , before me personally came
to me known and known to me to be the individual
described in and who, as OWNER, executed the foregoing
instrument and acknowledged to me that he executed the same.
---------------------------------
CORPORATE OWNER
STATE OF NEW YORK, ss.:
County of
On this day of , 19, before me personally came
to me known, who being by me duly sworn, did depose and say that he resides in
;
that he is the of the corporation described in
and which executed the foregoing instrument, as OWNER; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by the order.
---------------------------------
INDIVIDUAL OWNER
STATE OF NEW YORK, ss.:
County of
On this day of , 19 , before me personally came
to me known and known to me to be the individual
described in and who, as OWNER, executed the foregoing
instrument and acknowledged to me that he executed the same.
---------------------------------
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pressly agrees that the validity of this agreement and the obligations of the
guarantor hereunder shall in no wise be terminated, affected or impaired by
reason of the assertion by Owner against Tenant of any of the rights or
remedies reserved to Owner pursuant to the provisions of the within lease. The
undersigned further covenants and agrees that this guaranty shall remain and
continue in full force and effect as to any renewal, modification or extension
of this lease and during any period when Tenant is occupying the premises as a
"statutory tenant." As a further inducement to Owner to make this lease and in
consideration thereof, Owner and the undersigned covenant and agree that in any
action or proceeding brought by either Owner or the undersigned against the
other on any matters whatsoever arising out of, under, or by virtue of the
terms of this lease or of this guarantee that Owner and the undersigned shall
and do hereby waive trial by jury.
Dated: 19
--------------------------------------------------------------------------
--------------------------------------
Guarantor
--------------------------------------
Witness
--------------------------------------
Firm Name
STATE OF NEW YORK ) SS.:
COUNTY OF )
On this day of , 19 , before me personally came__________
_______________________________________to me known and known to me to be the
individual described in, and who executed the foregoing Guaranty and
acknowledged to me that he executed the same.
--------------------------------------
Notary
[ICON] IMPORTANT - PLEASE READ [ICON]
RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE 33.
1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose other than for ingress or egress from the
demised premises and for delivery of merchandise and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery
by Owner. There shall not be used in any space, or in the public hall of the
building, either by any Tenant or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires and sideguards. If said premises are situated on the ground floor of the
building, Tenant thereof shall further, at Tenant's expense, keep the sidewalk
and curb in front of said premises clean and free from ice, snow, dirt and
rubbish.
2. The water and wash closets and plumbing fixtures shall not be used for
any purposes other than those for which they were designed or constructed and
no sweepings, rubbish, rags, acids or other substances shall be deposited
therein, and the expense of any breakage, stoppage, or damage resulting from
the violation of this rule shall be borne by the Tenant who, or whose clerks,
agents, employees or visitors, shall have caused it.
3. No carpet, rug or other article shall be hung or shaken out of any
window of the building; and no Tenant shall sweep or throw or permit to be
swept or thrown from the demised premises any dirt or other substances into any
of the corridors or halls, elevators, or out of the doors or windows or
stairways of the building and Tenant shall not use, keep or permit to be used
or kept any foul or noxious gas or substance in the demised premises, or permit
or suffer the demised premises to be occupied or used in a manner offensive or
objectionable to Owner or other occupants of the building by reason of noise,
odors, and/or vibrations, or interfere in any way with other Tenants or those
having business therein, nor shall any animals or birds be kept in or about the
building. Smoking or carrying lighted cigars or cigarettes in the elevators of
the building is prohibited.
4. No awnings or other projections shall be attached to the outside walls
of the building without the prior written consent of Owner.
5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
demised premises or the building or on the inside of the demised premises if
the same is visible from the outside of the premises without the prior written
consent of Owner, except that the name of Tenant may appear on the entrance
door of the premises. In the event of the violation of the foregoing by any
Tenant, Owner may remove same without any liability, and may charge the expense
incurred by such removal to Tenant or Tenants violating this rule. Interior
signs on doors and directory
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tablet shall be inscribed, painted or affixed for each Tenant by Owner at the
expense of such Tenant, and shall be of a size, color and style acceptable to
Owner.
6. No Tenant shall xxxx, paint, drill into, or in any way deface any part
of the demised premises or the building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of Owner, and as Owner may direct. No Tenant shall lay linoleum, or
other similar floor covering, so that the same shall come in direct contact
with the floor of the demised premises, and, if linoleum or other similar floor
covering is desired to be used as an interlining of builder's deadening felt
shall be first affixed to the floor, by a paste or other material, soluble in
water, the use of cement or other similar adhesive material being expressly
prohibited.
7. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any Tenant, nor shall any changes be made in existing
locks or mechanism thereof. Each Tenant must, upon the termination of his
Tenancy, restore to Owner all keys of stores, offices and toilet rooms, either
furnished to, or otherwise procured by, such Tenant, and in the event of the
loss of any keys, so furnished, such Tenant shall pay to Owner the cost
thereof.
8. Freight, furniture, business equipment, merchandise and bulky matter
of any description shall be delivered to and removed from the premises only on
the freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations of the
lease or which these Rules and Regulations are a part.
9. Canvassing, soliciting and peddling in the building is prohibited and
each Tenant shall cooperate to prevent the same.
10. Owner reserves the right to exclude from the building between the
hours of 6 P.M. and 8 A.M. and at all hours on Sundays, and legal holidays all
persons who do not present a pass to the building signed by Owner. Owner will
furnish passes to persons for whom any Tenant requests same in writing. Each
Tenant shall be responsible for all persons for whom he requests such pass and
shall be liable to Owner for all acts of such persons.
11. Owner shall have the right to prohibit any advertising by any Tenant
which in Owner's opinion, tends to impair the reputation of the building or its
desirability as a building for offices, and upon written notice from Owner,
Tenant shall refrain from or discontinue such advertising.
12. Tenant shall not bring or permit to be brought or kept in or on the
demised premises, any inflammable, combustible or explosive fluid, material,
chemical or substance, or cause or permit any odors of cooking or other
processes, or any unusual or other objectionable odors to permeate in or
emanate from the demised premises.
13. If the building contains central air conditioning and ventilation,
Tenant agrees to keep all windows closed at all times and to abide by all rules
and regulations issued by the Owner with respect to such services. If Tenant
requires air conditioning or ventilation after the usual hours, Tenant shall
give notice in writing to the building superintendent prior to 3:00 P.M. in the
case of services required on week days, and prior to 3:00 P.M. on the day prior
in the case of after hours service required on weekends or on holidays.
14. Tenant shall not move any safe, heavy machinery, heavy equipment,
bulky matter, or fixtures into or out of the building without Owner's prior
written consent. If such safe, machinery, equipment, bulky matter or fixtures
requires special handling, all work in connection therewith shall comply with
the Administrative Code of the City of New York and all other laws and
regulations applicable thereto and shall be done during such hours as Owner may
designate.
(GRAPHIC)
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RIDER A TO AGREEMENT OF LEASE BETWEEN RENAISSANCE ACQUISITIONS, LLC.,
AS LANDLORD AND REAL MEDIA, INC., TENANT
Notwithstanding anything to the contrary contained in paragraph 3 of the
printed portion of this Lease, Tenant may make any alterations, additions or
improvements (collectively, "alterations") in or to the demised premises which
do not affect the Building's structural components and the plumbing, HVAC,
mechanical and electrical systems, not exceeding $100,000.00 in any single
instance, without the prior written consent of Landlord, at Tenant's sole
expense. In the event that Tenant makes any alterations which affect the
Building's structural components or the plumbing, HVAC, mechanical and
electrical systems or the facade of the Building, Tenant shall first obtain
Landlord's written approval for any such alteration, which approval Landlord
shall not unreasonable withhold or delay, except that (i) Landlord may withhold
its consent if in its reasonable opinion the alteration would adversely affect
the Building's structural components or the plumbing, HVAC, mechanical and
electrical systems or adversely affect the facade of the Building and (ii) as
part of its consent Landlord may require Tenant to restore the alteration to
its prior condition. Landlord agrees not to unreasonably withhold its consent
to any other alterations. Landlord agrees to consent to any applications (or,
if required, to join in any such application) or permits and or authorizations
required by governmental authorities having jurisdiction provided that Landlord
shall not be obligated to incur any expense in connection therewith, it being
understood and agreed that Landlord's review and consent of such application
forms shall not be deemed an expense except that Landlord shall be entitled to
its actual out-of-pocket expenses. Landlord further agrees that Tenant may use
a qualified contractor of its own choosing to make any alterations. All
alterations shall comply with applicable codes, ordinances, regulations and
laws.
17
RIDER TO LEASE BETWEEN
RENAISSANCE ACQUISITIONS, LLC
AND
REAL MEDIA, INC.
DATED: February 01, 1999
36. The annual base rent during the term of the Lease shall be as
set forth in the following table. In addition, the tenant shall pay a monthly
sprinkler charge of $50.00 and a monthly water and sewer charge of $150.00.
Said sprinkler and water charge may be raised in the event-the rate at which
Landlord is charged for sprinkler and/or water service is raised. Any such
raise shall be equal to the same percentage as Landlord's rate is raised.
Landlord shall provide, at Tenant's request, evidence of such increased
changes. The first month's rent, the first month's sprinkler charge and the
security shall be paid on the signing of this Lease. Landlord represents that
the demised premises are serviced by an operating sprinkler system.
Period Annual Base Rent Monthly
------ ---------------- -------
Installment
------------
02/01/99-01/31/2000 $105,000.00 $8,750.00
02/01/00-01/31/2001 $108,675.00 $9,056.25
02/01/01-01/31/2002 $112,478.63 $9,373.22
37. The Landlord agrees that the Tenant shall have a rent credit
of $4,375.00 for February 1999 and $4,375.00 for March 1999. The within rent
concession shall apply only to base rent, but shall not include the sprinkler,
water and sewer nor any "additional rent" as hereinafter provided. Moreover,
the concessions granted pursuant to this paragraph are intended to be amortized
over the term of this Lease, notwithstanding the fact that they are realized by
the Tenant at the inception of this Lease. In the event this Lease is
terminated or possession surrendered before the expiration date as a result of
Tenant's default hereunder, the unamortized concession shall become immediately
due and payable and a debt to be charged against the Tenant as additional rent
or otherwise.
Therefore, at the date of execution of this Lease, the Tenant shall pay to
Landlord, and Landlord acknowledges receipt of the following:
February 1999 Rent (1/2 Rent).................................$4,375.00
February 1999 Sprinkler, water and sewer.........................200.00
March 1999 Rent (1/2 Rent)....................................$4,375.00
March 1999 Sprinkler, water and sewer...........................$200.00
Security Deposit (last 4 months charges).....................$38,292.88
----------
TOTAL UPON SIGNING OF LEASE..................................$47,442.88
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Rent: Method of Payment: Landlord will deliver a rent xxxx to the
Tenant's premises. This xxxx will usually be delivered before the First (1st)
of each month. The rent is due, in the Landlord's office, on the First (1st)
day of each and every month.
Rent: Late Payment: Rent not received by the Landlord by 3:00 p.m.
on the Seventh (7th) calendar day of each month shall be deemed in default. In
addition, in the event the full rent is not received by the owner by the
Seventh (7th) calendar day of each month, the Tenant shall pay a late charge
equal to four (4%) percent of the unpaid balance.
In the event any check given by Tenant to Landlord is dishonored by
Tenant's bank, for any reason, Tenant shall forthwith deliver a certified or
bank check to Landlord in the amount of the dishonored check together with any
applicable late payment charge, plus a charge of Twenty-five Dollars ($25),
upon receipt of which Landlord will return the dishonored check to Tenant.
The charges herein set forth shall be deemed reimbursement to
Landlord for expenses incurred and lost income which may result from such late
payments and not as a penalty. The charges herein shall be in addition to and
not in lieu of any other rights of Landlord granted by this Lease or by law.
All security deposits will be held in an interest-bearing "lease
security" account in Marine Midland Bank. Interest is to be paid annually to
Tenant each year, less a one (1%) percent administrative fee to be retained by
Landlord. Landlord reserves the right to change the bank in which the deposit
is mentioned and shall notify Tenant of any such change. Landlord shall not be
required to obtain an interest rate above that normally given by the bank for
ordinary lease security accounts.
38. (a) For the purpose of this Paragraph, it is agreed that
the area occupied by Tenant under this Lease represents 8.34 % of the total
rentable area of the building, of which the demised premises are a part
(hereinafter referred to as the building); that the "lease year" shall mean the
twelve (12) month period commencing with the first day of the term and each
twelve (12) month period thereafter; that the "Base" tax year for determining
the increase in taxes and vault charges, shall be the tax year 1999/2000. The
"Base" year for determining all charges in subparagraph (b) below shall be
Calendar year 1999.
(b) In addition to all other rent charges payable by Tenant under
this Lease, Tenant agrees to pay 8.34 % of the amount of any increase in
Landlord's expense on the building for real estate taxes, common vault charges
and fuel charges imposed on the building (including the land thereunder) in any
subsequent year over the amount of the fuel costs and taxes, common vault
charges paid or required to be paid by Landlord for the Base tax year, by reason
of any increase in the assessed valuation or an increase in the tax rate, or
both, or by the levy, assessment or imposition of any new or additional real
estate tax or assessment on the building and/or appurtenances (including the
land thereunder) to the extent that same shall be in lieu of or in addition to
any of aforesaid taxes or assessments upon or against said building and/or
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appurtenances (including the land thereunder) or by any increase in the vault
charges. The Tenant agrees to pay the amount of any such increase within twenty
(20) days following receipt of Landlord's xxxx for same. If any such increase
shall be applicable to less than a full lease year, the increase shall be
pro-rated. Landlord shall, at the time it sends Tenant a xxxx for the aforesaid
tax increase, enclose a copy of the most recent fuel xxxx and the most recent
tax and related bills from the City of New York and indicate how Landlord
computes Tenant's share of any tax increase.
(c) In addition to the above, Tenant shall be responsible for
Tenant's proportionate share 8.34% of any Business Improvement District Charge
(B.I.D.) or tax imposed upon the building.
39. Electric current shall be obtained by Tenant from the Public
Utility who shall be responsible for all charges as the premises are directly
metered. Landlord at its own cost shall install an electric meter.
Landlord shall not be liable to Tenant for any loss or damage or
expense which Tenant may sustain or incur if either the quantity or character of
electric service is changed or is no longer available or suitable for Tenant's
requirements as a result of causes beyond Landlord's reasonable control. Any
riser or risers to supply Tenant's electrical requirements, upon written request
of Tenant, and written approval of Landlord may be installed by Tenant, at the
sole cost and expense of Tenant, if, in Landlord's sole reasonable judgment, the
same are necessary and will not cause permanent damage or injury to the building
or demised premises or cause or create a dangerous or hazardous condition or
entail excessive or unreasonable alterations, repairs or expense or interfere
with or disturb other tenants or occupants. In addition to the installation of
such riser or risers, Tenant will also at the sole cost and expense of Tenant,
install all other equipment proper and necessary in connection therewith subject
to the aforesaid terms and conditions. Tenant covenants and agrees that at all
times its use of electrical current shall never exceed the capacity of existing
feeders to the building or the risers or wiring installations.
40. It is understood and agreed that this Lease may not be
assigned nor may the demised premises be sub-leased without the prior written
consent of Landlord, whose consent shall not be unreasonable withheld and/or
delayed. Landlord need not consent to any sublet/assignment to a non-credit
worthy Tenant as determined by Landlord in its sole discretion. Furthermore, it
is understood and agreed that in the event Tenant sells, assigns, or transfers
any ownership of any shares of its stock to any person or entity without the
prior written consent of Landlord, whose consent shall not be unreasonably
withheld and/or delayed, same shall be deemed an unauthorized assignment.
However, it is understood and agreed that in the event Landlord consents to any
such assignment, sublet or transfer same shall not diminish Tenant's obligation
to perform all the terms, warranties, and covenants. Such assignment shall not
relieve tenant of its obligations or duties hereunder.
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Notwithstanding anything to the contrary herein, Landlord's consent
shall not be required for an assignment or sublease to Tenant's parent,
affiliates, subsidiaries and/or successors in interest arising out of a merger
or transfer of assets; however, Landlord must be notified of any such
assignment and/or sublease and the Tenant shall not be relieved of its
liabilities hereunder.
Notwithstanding the above, Landlord shall have, at its sole
unilateral option, the right to recover the demised premises in the event
Tenant desires to sublet and/or assign for the remainder of the lease term to a
person or entity not affiliated with Tenant. Should Landlord elect to do so,
Tenant shall be released from all further obligations as of the date of such
recovery of possession. In the event Landlord makes such election, denial of
consent to sublet or assign shall not be deemed unreasonable, as set forth in
this paragraph, however, such election shall not be unreasonably delayed.
In the event Tenant does sell, assign or transfer this Lease or
sublet any part of the demised premises with Landlord's consent as hereinbefore
provided for a sum in excess of the base rent as herein provided Landlord shall
be entitled to receive one-half (1/2) of any such excess net base rent. Such
excess net shall be determined by dividing the rent (base and additional) paid
by Tenant by the number of square feet (the premises are deemed to be 5000
rentable square feet) of the demised premises in order to determine a rent per
square foot and deducting Tenant's brokerage fees, commissions and work letter
contribution and free rent period. If the rent per square foot pursuant to the
sublease or lease assignment exceeds the rent per square foot pursuant to this
Lease less the aforementioned expenses, Landlord shall be entitled to one-half
(1/2) of such excess. At no time shall the rent for the premises be reduced
below that which is reserved by this Lease.
In the event of an assignment to a subsidiary, parent, partner,
affiliated company or other alter-ego of Tenant, Tenant shall remain liable for
the performances of all obligations pursuant to this Lease. Any assignment must
be done in strict compliance with this paragraph except as otherwise provided
for herein.
41. Tenant shall, at its sole cost and expense, provide and keep
in full force and effect for the benefit of Landlord and Tenant, a liability
insurance policy (naming Landlord as additional insured) in the amount of Two
Million ($2,000,000) Dollars for any one loss - Said policy shall be in
standard form written by good and solvent insurance companies licensed in New
York State, protecting Landlord and Tenant against any and all liabilities due
to or occasioned by negligence, occurrence, accident, or disaster on or about
the demised premises.
42. All certificates of insurance shall be delivered to and left
in the possession of Landlord prior to the commencement of this lease or the
commencement of any work performed in or on the demised premises whichever date
shall be earlier. Such insurance shall be reasonably satisfactory to Landlord
and shall contain a clause requiring notification in writing by Certified Mail,
Return Receipt Requested, on ten (10) days notice to Landlord in the event of
cancellation thereof for any reason whatsoever.
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43. It is understood that in the event an insurance company
providing Landlord with insurance for the building in which the demised
premises constitutes a part shall at any time after the commencement of this
lease increase the annual premium for the amount of coverage then in place
because of Tenant's specific manner of use of the demised premises, other then
for office space, Tenant shall pay to Landlord as "Additional Rent",
collectible in the same manner and method as Rent is collected hereunder, One
Hundred (100%) Percent of such increase, which is attributable to Tenant's
manner of use of the demised premises, due and payable on the first day of the
first month subsequent to Landlord's notification to Tenant that Landlord has
received notification of such increase. This paragraph shall not apply to
changes in insurance rates due to the premises being occupied rather than
vacant, but refers to any increases due to Tenant's activities or use of the
premises.
44. Intentionally Omitted.
45. In no event shall the Landlord's failure to provide heat due
to technical problems be a cause for diminution or suspension of Tenant's
rental obligations. In no respect is Landlord required to maintain the premises
at a specified temperature.
46. In order to properly service and maintain the sprinkler
system for the entire building, the Landlord must gain access to certain
sprinkler valves within Tenant's premises. The Tenant shall permit reasonable
access by Landlord's agents or employees to the valves during normal business
hours. Tenant agrees that nothing may be attached to or hung from any sprinkler
pipes. Tenant expressly grants Landlord an easement to permit access as set
forth above, provided that Tenant shall receive reasonable advance notice
thereof and that Landlord and its agents and employees and all such persons
shall use their best efforts not to unreasonably interfere with the conduct of
Tenant's business and Tenant's occupancy of the demised premises.
47. Tenant shall provide adequate fire extinguishers which shall
be regularly inspected at its sole cost and expense, as required by the New
York City Fire Department.
48. No services shall be provided by Landlord on legal holidays
including, but not necessary limited to, New Years Day, Presidents Day,
Thanksgiving, Labor Day, Columbus Day, Election Day, Independence Day, Memorial
Day, Xxxxxx Xxxxxx Xxxx'x Birthday and Christmas Day. Notwithstanding above
tenant may use the premises and passenger elevator on those days.
49. It is understood and agreed that any and all supplies,
materials, services equipment, and labor required for any work performed by
Tenant which under the terms of this Lease are to be performed by Tenant or
otherwise done by Tenant with Landlord's consent or performed by Landlord at
the request or on behalf of Tenant to the demised premises shall be supplied by
Tenant at Tenant's sole cost and expense, unless specifically excepted herein.
Furthermore, it is understood and agreed that Tenant shall make no demands upon
Landlord for the provision of any supplies, materials, services, equipment, or
labor, nor shall Tenant request
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from Landlord any form of compensation for Tenant's expenditures, unless
specifically provided for herein.
50. It is understood and agreed that any and all work done by
Tenant to the demised premises shall be in accordance with all laws,
regulations, and ordinances of all governmental or municipal agencies having
jurisdiction therein.
51. Tenant, and it assigns, shall indemnify and hold Landlord
harmless from and against all liabilities, obligations, damages, penalties,
claims, costs, and expenses, including reasonable attorneys' fees paid,
suffered, or incurred arising out of or from any occurrence, accident, or
disaster in the demised premises, or in and about or adjacent to the exterior
of the building in which the demised premises constitutes a part, causing
injury or damage to any person, entity, or property, due to any neglectful act
or neglect of Tenant, its agents, servants, employees, customers, or visitors
to comply with and perform each and every requirement and provision of this
lease on its part to be performed or due or claimed to be due to any use made
by Tenant of the demised premises. The foregoing indemnity shall not apply to
the extent that Landlord shall be determined to be contributory negligent in
respect of any occurrence, accident or disaster in or about the demised
premises.
52. Tenant agrees to maintain the demised premises free of any
violations that may be imposed by the Department of Buildings and/or any other
governmental or municipal agency having jurisdiction over the demised premises,
arising out of Tenant's manner of use of the demised premises hereunder which
affect Landlord's building.
53. It is understood and agreed that Tenant will only use the
demised premises for office use and for no other purpose. Tenant acknowledges
that any breach of the foregoing provision will cause Landlord substantial and
irreparable harm and damage. In addition to all other remedies available to
Landlord, it is understood and agreed that this Lease and the term hereof shall
end, expire, and terminate in the event such breach is not cured within ten
(10) days after notice by Landlord to Tenant to cure said breach as served
pursuant to paragraph 60 hereof. In the event such notice is given, Tenant
hereby agrees to vacate and surrender the demised premises to Landlord
forthwith. If tenant fails to do so landlord may seek an eviction by summary
proceeding. In no event is any residential use of the premises permitted.
54. It is understood and agreed that in the event Tenant shall
"Hold Over" and fail to deliver the demised premises to Landlord vacant and in
"Broom Clean" condition at the expiration of this Lease, at the expiration of
any extensions of this Lease, or at any time Landlord shall gain legal
possession of the demised premises by reason of Court Order, Tenant's default,
or for any other reason whatsoever, such "Holding Over" shall not be deemed to
extend the term or to renew this Lease, but such "Holding Over" thereafter
shall continue upon the covenants and conditions herein set forth except that
the charge for the use and occupancy of such "Holding Over" for each calendar
month or part thereof (even if such part shall be a small fraction of a
calendar month) shall be at the rate of 1 1/2 times the aggregate rent and
additional rent payable hereunder during the last month of Tenant's legal
occupancy, which total sum Tenant agrees to pay Landlord promptly upon demand,
in full, without set-off or deduction. In the event Tenant shall fail to pay
Landlord such charge for "Holding Over" promptly upon Landlord's demand, as
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provided for hereinabove, it is understood and agreed that Landlord shall be
entitled to interest calculated at a daily periodic rate of .0411, an annual
percentage rate of Fifteen (15%) percent. Neither the billing nor the
collection of use and occupancy charges in the above amount shall be deemed a
waiver of any right of Landlord to collect damages for Tenant's failure to
vacate the demised premises after the expiration or sooner termination of this
Lease. The foregoing shall survive the term of this Lease and any renewals or
extensions thereof.
55. It is understood and agreed that the demised premises is used
commercially and any refuse or garbage generated from such commercial
establishment will not be removed by the New York City Department of
Sanitation. Therefore, Tenant understands and agrees that Tenant shall, at its
own sole cost and expense, hire a licensed garbage removal service to remove
Tenant's garbage from the demised premises. Landlord supplies no cleaning
services to the demised premises, and Tenant is required to supply its own
office cleaning at its sole expense.
56. It is understood and agreed that Tenant, at Tenant's sole
cost and expense, shall provide Landlord with complete access to the demised
premises and every part within the demised premises as is reasonable provided
that Tenant shall receive reasonable advance notice thereof and that Landlord
and its agents and employees and all such persons shall use their best efforts
not to unreasonably interfere with the conduct of Tenant's business and
Tenant's occupancy of the demised premises. Tenant's failure to comply with
this provision shall be deemed a substantial breach of this Lease and
sufficient grounds for the summary termination of this Lease. Landlord agrees
that except in the event of an emergency requiring immediate entry, it will
give Tenant reasonable notice if Landlord desires to inspect or otherwise gain
access to the demised premises, provided that Tenant shall receive reasonable
advance notice thereof and that Landlord and its agents and employees and all
such persons shall use their best efforts not to unreasonably interfere with
the conduct of Tenant's business and Tenant's occupancy of the demised
premises.
Landlord shall use reasonable best efforts not to damage the
demised premises and the property of Tenant located therein provided that
Tenant shall receive reasonable advance notice thereof and that Landlord and
its agents and employees and all such persons shall use their best efforts not
to unreasonably interfere with the conduct of Tenant's business and Tenant's
occupancy of the demised premises.
57. Tenant has inspected the premises and it is understood and
agreed that except as otherwise provided in this Lease, Tenant will accept the
said premises under this Lease, except as hereinafter provided in paragraph 68
"AS IS" vacant and broom clean, in their present state and condition, and
Landlord will have no obligations to undertake any alterations, decoration,
installments, additions, improvements, or repairs except as herein contained in
or to the demised premises during the term of this Lease. Landlord represents
and warrants to Tenant that the premises are legal for Tenant's intended use
and that the building systems, HVAC, electric and plumbing shall be in good
working order at the time of installation. However, Tenant shall thereafter be
responsible for maintenance of these systems within the demised premises.
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Landlord represents that it has no knowledge of any pending
violations or hazardous wastes at the premises, and if any are outstanding,
Landlord at its own cost and expense shall remove them provided they exist
prior to Tenant's occupancy.
58. Tenant hereby expressly grants to Landlord an easement and
shall permit Landlord to erect, use, maintain and repair pipes, ducts, cables,
conduits, plumbing, vents and wires in, to and through the premises as and to
the extent that Landlord may now or hereafter deem to be necessary or
appropriate for the proper operation and maintenance of the building in which
the demised premises are located or to the extent necessary to accommodate the
requirements of other Tenants in the building. All such work shall be done, so
far as practicable, in such manner as to avoid unreasonable interference with
Tenant's use of the premises. Landlord shall grant Tenant access to the
plumbing and electrical systems in the building to the extent that it can so as
to allow the hookup of the Tenant's plumbing and electrical installations,
except that if any such condition materially (i) impairs Tenant's ability to
occupy the demised premises or to conduct its business thereon for a period of
at least seven (7) continuous days, after Tenant's notice to Landlord, Tenant
shall at any time thereafter have the right to cancel this Lease, or (ii)
reduces the size of the demised premises Tenant's rent and pro-rata share shall
be proportionately reduced.
59. The parties represent that no brokers except Staubach Company
of New York, LLC and Andover Realty, Inc., were instrumental in consummating
this Lease. Landlord agrees to pay such broker in accordance with a separate
agreement. Landlord and Tenant each agree to indemnify and to hold the other
harmless against any claims for brokerage commissions arising out of any
conversations or negotiations had by the indemnifying party with any broker
regarding these premises. This indemnity shall include any claim and any of the
indemnified party's expenses arising out of such claims, including, but not
limited to, attorneys' fees.
60. Notwithstanding any provision to the contrary, all notices
required to be sent under this lease shall be sent by Certified Mail, Return
Receipt Requested. If to the Tenants, the notice shall be addressed to the
Tenant at the demised premises with a copy to Xxxx Xxxxxx, Esq., 000 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx; Fax No. (212). If to the Landlord, the
notice shall be addressed to the Landlord at 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
with a copy to Xxxxxxx X. Xxxxxx, Esq., c/o Berliner & Xxxxxx, Esqs., 0 Xxx
Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax no. (000) 000-0000.
Either the Landlord or the Tenant may designate another address for notices by
sending the other party a notice of same. All notices shall be effective as of
the date mailed, if mailed from a Post Office with proof of mailing.
61. In the event of any conflict between the provisions of this
rider and the printed Lease, the provisions of this rider shall prevail.
62. The failure of any party to insist upon the strict
performance of a party to exercise any right, option or remedy hereby reserved
shall not be construed as a waiver for the future of any such provision, right,
option or remedy or as a waiver of a subsequent breach hereof. The consent or
approval by the Landlord of any act by Tenant requiring the Landlord's consent
or approval shall not be construed to waiver or render unnecessary the
requirement for the Landlord's consent or approval of any subsequent similar
act by the Tenant. The receipt and
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acceptance by the Landlord of rent or other payments, charges or sums with
knowledge of a breach of any provision of this Lease Agreement shall not be
deemed a waiver of such breach. No provision of this Lease Agreement shall be
deemed to have been waived unless such waiver shall be in writing signed by the
party to be charged. No payment by the Tenant or receipt by the Landlord of a
lesser amount than the rents, charges and other sums hereby reserved shall be
deemed to be other than on account of the earliest rents, charges and other
sums then unpaid, including items of additional rent due hereunder nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment by Tenant be deemed an accord and satisfaction, and such rents,
charges and other sums shall remain due and Landlord may pursue any other
remedy in this Lease Agreement provided or by law permitted, and no waiver by
Landlord in favor of any other Tenant or occupant shall constitute a waiver in
favor of the Tenant herein. No agreement to accept a surrender of all or any
part of demised premises or this Lease Agreement shall be valid unless in
writing and signed by the Landlord and the Tenant. No delivery of keys shall
operate as a termination of this Lease Agreement or a surrender of the demised
premises.
63. Tenant agrees not to use or permit the demised premises to be
used for parties of any kind, except office parties, nor to permit the
maintenance of any pets or permit the demised premises to be used as
residential space or living quarters.
64. Tenant may install only such locks on the demised premises as
are approved by law, rule or ordinance for premises of the type designated in
the use clause of this lease and further agrees to see to it that all fire
exits remain unobstructed at all times. Tenant further agrees to enforce all
laws, rules or ordinances regulating permitted smoking areas in the demised
premises. Tenant shall be responsible for installation and the cost and expense
of all locks and security devices (i.e. alarms, etc.), and the maintenance
thereof. Landlord is not responsible for any damage or loss to tenant by theft,
vandalism, etc., unless caused by Landlord's negligence.
65. (a) Landlord and Tenant agree to give up the right to a
trial by jury in any court action, proceeding or counterclaim on any matters
concerning this Lease, the relationship of Tenant and Landlord or Tenant's use
or occupancy of the demised premises.
(b) If Landlord begins any court action or proceeding
against Tenant in a non-payment or holdover proceeding, Tenant may not make any
counterclaim, in such action or proceeding, other than a compulsory
counterclaim.
66. Notwithstanding anything to the contrary in this lease it is
agreed that any demand for rent may be made orally and no written notice of any
kind shall be necessary as a condition precedent to commencement of a
non-payment petition:
67. In any action or proceeding brought by Landlord for
non-payment of rent, additional rent and/or holdover, Landlord shall if it is
the prevailing party either by court decision or settlement, be entitled to
recover the reasonable legal fees incurred in the prosecution or defense of
such action or proceeding.
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68. Landlord agrees to do the following work in the demised
premises:
a) Install new windows (windows due in January 1999)
b) Install a new hardwood floor (done already). Finish to
be two (2) coats polyurethane, to be applied within a
reasonable time after Tenant's instruction to Landlord.
c) Install a 15 ton a/c split system: compressor on roof,
blower hung from ceiling above exit door. Tenant is
responsible for installation of ductwork from a/c unit.
In addition, Tenant is responsible for maintaining an
annual service contract, at its own cost and expense,
with a reputable HVAC company. Annual Fire Dept.
inspection fee payable by Tenant. Warranties, if any,
for a/c systems shall be assigned to Tenant.
d) Install two (2) new fully fixtured bathrooms, one of
which is ADA approved (done already).
e) Install new kitchen with sink, refrigerator and
dishwasher (done already).
f) Install basic class E fire system.
g) Patch and prime all walls and ceilings (done already).
Tenant to be responsible to finish painting at its own
expense.
Tenant's work:
a) Construct a first-class office space.
b) Ductwork for new air conditioner.
All such work shall be performed in accordance with the provisions
of paragraph 50 and other terms of this Lease and by law, including but no
limited to appropriate building, electrical and plumbing codes. Tenant shall
obtain all necessary permits and signoffs and shall solely be responsible for
the costs thereof, as well as any penalties, which the Landlord incurs as a
result of any non-compliance.
In the event window installation is not substantially completed by
January 31, 1999, Tenant shall receive a rent credit for each day until the job
is substantially complete.
69. Landlord shall provide, at no cost to Tenant, two (2) keys to
the passenger elevator. Additional elevator keys are available, but there shall
be a fifteen ($15) dollar deposit for each extra key. In addition, Landlord
shall give Tenant two (2) listings on the building directory without charge. Up
to two (2) additional listings may be had at Twenty-Five ($25) Dollars per
line.
70. Notwithstanding anything else contained in this Lease it is
agreed that any demand for rent may be made orally and no written notice of any
kind shall be necessary as a condition precedent to commencement of a
non-payment petition.
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71. A copy of the ACP5 for the building to be attached hereto as
Exhibit "A" and made a part hereof.
72. Non-Disturbance. Landlord represents that the demised
premises are not subject to a mortgage, security interest or other encumbrance.
In the event the Landlord sells, assigns, mortgages, encumbers, hypothecates or
otherwise transfers (a "Transfer") the demised premises, Landlord will execute
30 days prior to such transfer, with 15 days written notice to tenant prior to
execution, a non-Disturbance agreement with the holdover of such interest in
the following form and substance:
If, at any time, the holder of an interest in the demised premises
("Lender") or any person or entity or any of their successors or
assigns who shall acquire the interest of the Landlord under the
lease through a foreclosure of a security instrument, the exercise
of power of sale under a security instrument, a deed-in-lieu of
foreclosure, an assignment-in-lieu of foreclosure or through a
Transfer, as the term is defined above, or otherwise (each a "New
Owner") shall succeed to the interests of Landlord under the Lease,
so long as 1) the Lease is then in full force and effect, 2) Tenant
complies with this Agreement and is not in default which cannot be
cured, and 3) the Lease shall continue in full force and effect as
a direct lease between the New Owner and Tenant, upon and subject
to all of the terms, covenants and conditions of the Lease, for the
balance of the term thereof. Tenant hereby agrees to atorn and
accept any such New Owner as landlord under the Lease and to be
bound by and perform all of the obligations imposed by the Lease,
and Lender, or any such New Owner of the Property, agrees that it
will not disturb the possession of Tenant and will be bound by all
of the obligations imposed on the Landlord by the Lease.
Nothing contained herein shall prevent Lender from naming or
joining Tenant in any foreclosure or other action or proceeding initiated by
Lender pursuant to the Security Instrument to the extent necessary under
applicable law in order for Lender to avail itself of and complete the
foreclosure or other remedy, but such naming or joinder shall not be in
derogation of the rights of Tenant as set forth in this Agreement.
RENAISSANCE ACQUISITIONS, LLC,
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Xxxxxxx Xxxxxx,
REAL MEDIA, INC.,
By: /s/ Xxxx Xxxxxxx
---------------------------
Xxxx Xxxxxxx,
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ADDENDUM TO LEASE DATED FEBRUARY 1, 1999
BETWEEN RENAISSANCE ACQUISITIONS LLC
(HEREINAFTER "LANDLORD") AND
REAL MEDIA, INC., (HEREINAFTER "TENANT")
1. PURPOSE OF ADDENDUM
This addendum is designed to amend the current lease between the
parties dated February 1, 1999, for Entire 4th Floor at 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx, for the purpose of leasing additional space to the tenant at
000 Xxxxx Xxxxxx for a portion of the balance of the original lease term from
September 1, 1999 through December 31, 2000. The "Additional Space" is located
at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxxx 000.
2. TERMS OF ADDENDUM TO SUPERSEDE ORIGINAL LEASE
In the event there is a conflict of terms between the provisions of
this addendum and the terms of the lease dated February 1, 1999, the terms of
this addendum shall prevail. All terms of the original lease shall otherwise
pertain to the respective obligations of the parties with respect to the
additional space rented herein.
3. ENTIRE PREMISES TO BE CONSIDERED ONE DEMISED PREMISES
Although the rent reserved for Fourth (4th) Floor (the "Original
Space") and Suite 901 are separately computed, with rents for Suite 901 set
forth herein and the Fourth (4th) Floor in the original lease, the parties
agree that the space rented by the original lease dated February 1, 1999,
Entire Fourth Floor at 000 Xxxxx Xxxxxx, (xxx "Original Space") and Suite 901
at 000 Xxxxx Xxxxxx, (xxx "Additional Space") shall constitute one "demised
premises" which shall include the Original Space and the Additional Space
leased herein consisting of Suite 901 and the Entire Fourth Floor at 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx. Nonwithstanding the fact that the rent
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for the original demised premises and the additional premises rented are
separately computed and may be billed separately, the tenant is responsible for
payment of both amounts and a default in one amount shall constitute a default
for the entire demised premises.
4. RENT FOR ADDITIONAL SPACE
The Rent payable with respect to Suite 901, which is in addition to
that due for the Original Space in the
Original Lease of February 1, 1999, shall be as follows.,
YEAR MINIMUM ANNUAL MINIMUM MONTHLY
---- -------------- ---------------
BASE RENT INSTALLMENT
--------- -----------
09/01/99-12/31/2000 $60,000.00 $5,000.00
Notwithstanding the foregoing the base rent and additional rent for
September, 1999 shall be abated.
5. REAL ESTATE TAX ESCALATION AND OTHER ESCALATIONS PURSUANT TO PARAGRAPH
44 OF THE ORIGINAL LEASE
The Real Estate Tax Escalation and all other escalations pursuant to
paragraph 38 of the lease with respect to the Additional Space located in Suite
901 shall be computed and payable as per paragraph 38 of the original lease,
using the base year 1999/2000. The Base Year for all of the other escalations
with respect to the Additional Space shall be the calendar year 1999. The
Tenant's Proportionate Share attributable to Suite 90l shall be 4.18% of total
building charges. These escalations, if any, shall be due in addition to any
escalations due for the original demised premises, and payable in the same
manner as set forth in the Original Lease.
6. PREMISES "AS IS" AND OTHER IMPROVEMENTS
The Tenant agrees to take the Additional Space in its "as is"
condition. Landlord will not make any improvements whatsoever except to insure
the Additional Space broom clean at the time possession is given.
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Notwithstanding the above, Landlord agrees to perform the following
work:
1. Paint entire space white.
2. Remove non-working air conditioners from windows.
3. Replace window air conditioners, as necessary.
7. SPRINKLER CHARGES AND WATER AND SEWER RENT
Tenant shall pay an additional $20.00 per month for the Additional
Space for Sprinkler Charges and $50.00 per month for water and sewer, which may
be increased should Landlord's sprinkler costs or water and sewer costs
increase at the time of any such increase, or thereafter, and Tenant shall be
responsible to the extent of Tenant's Proportionate Share for same as
additional rent.
8. SECURITY DEPOSIT
Tenant shall upon signing this addendum deposit the sum of $5,070.00
as additional security which shall be maintained as set forth in paragraph 37
of the original lease.
Tenant shall also tender to Landlord the October 1999 rent ($5,000.00)
and the first months sprinkler and water and sewer ($70.00) (October 1999) for
a total of $10,140.00 upon signing this agreement applicable to the Additional
Space.
9. INSURANCE INCREASE
In the event Tenant's activities or alterations result in the Landlord
incurring an additional expense for insurance, fire or otherwise, said increase
shall be payable by the Tenant upon presentment of any such xxxx.
10. MISCELLANEOUS
Any provision of the original lease not specifically addressed in this
modification shall be applicable to both the original and additional demised
premises.
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11. NO AGREEMENT NOT IN WRITING
This agreement, read along with the original lease dated October 19,
1998, shall constitute the entire agreement between the parties and shall not
be modified except by a writing signed by both Landlord and Tenant.
12. OBLIGATION OF TENANT BEFORE TERM ENDS
Tenant agrees to advise landlord in writing by certified mail at least
six (6) months prior to the expiration of the Original Lease and Addendum as to
whether it intends to remain in either or both of the spaces. Failure to give
the required six (6) months notice shall obligate Tenant to be responsible for
rent loss incurred by the Landlord, up to a maximum of three (3) months lost
rental. Said rental loss shall be computed at the "Holdover" rate reserved in
the Original Lease, Paragraph 54.
13. TENANT'S WORK
Tenant to perform all other work not specifically delineated as
Landlord's work in the Space.
All work must be done in accordance with Tenants legal and contractual
requirements as set forth in the Original Lease.
14. TENANT'S ELECTRIC COSTS
Tenant's electric costs for the Additional Space are included in the
monthly base rent for the Additional Space.
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WHEREFORE, the parties have affixed their signatures in assent to the
above terms this 13th day of August, 1999.
RENAISSANCE ACQUISITIONS LLC,
Landlord
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Xxxxxxx Xxxxxx, Member
REAL MEDIA, INC.,
Tenant
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx, Director of Finance
BROKERAGE COMMISSION
Landlord shall not be responsible for any brokerage commission with
respect to this transaction.
Any brokerage commission due shall be the responsibility of Tenant alone.
Dated: August , 1999
THE STAUBACH COMPANY,
Broker
By:
-----------------------------------
ANDOVER REALTY INC.,
Broker
By:
-----------------------------------
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