EXHIBIT 10.27
SUBLEASE
THIS SUBLEASE dated as of March 7, 2000 between Banyan Systems
Incorporated (the "Sublandlord") and Switchboard Incorporated (the "Subtenant").
ARTICLE I
REFERENCE DATA
1.1 Subjects Referred To.
Each reference in this Sublease to any of the following subjects shall
be construed to incorporate the data stated for that subject in this Section
1.1:
Date of Sublease: Xxxxx 0, 0000
Xxxxxxxxxxx: Banyan Systems Incorporated,
a Massachusetts corporation
Sublandlord's Address: 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000
Subtenant: Switchboard Incorporated, a Delaware corporation
Subtenant's Address: 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000
Headlandlord: BerTech Flanders, LLC
Headlandlord's Address: c/o Xxxxx Xxxxxx, Asset Manager
Berkley Investment Inc.
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Headlease: Lease Agreement dated as of November 14, 1986 by and
between Xxxxxx XxXxxxxxx, Xx., Trustee of Flanders
Realty Trust, as landlord, and Sublandlord, as
tenant, as amended by a Lease Addendum dated
August 28, 1987, a Lease Addendum dated January 5,
1988, a Lease Extension and Modification Agreement
effective as of January 1, 1992, a Lease Extension
and Modification Agreement dated April 15, 1993, and
a Fifth Lease Extension and Modification Agreement
dated as of October 15, 1997.
Headleased Premises: The premises situated at 000 Xxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxxxxxxx, as described in the
Headlease, containing approximately 64,654 rentable
square feet (constituting all of the rentable square
feet in the building) (the "Building").
Premises: The Premises are shown on Exhibit B attached hereto.
Beginning on March 1, 2000 the Premises shall also
include space shown on Exhibit C attached hereto.
Rentable Floor Area
of Premises: 9,572 Rentable Square Feet on the second floor of
the Building. Beginning on March 1, 2000 the
rentable floor area of the Premises shall increase
to 18,089 rentable square feet. Exact square footage
shall be verified by an architect in accordance with
BOMA standards.
Commencement Date: Xxxxx 0, 0000
Xxxx Expiration Date: December 31, 2002
Extension Option: Subtenant shall have option to extend term until
September 30, 2005.
Rent Commencement Date: March 1, 2000
Monthly Fixed Rent: Time Period Monthly Rent
----------- ------------
3/1/2000-12/31/2002 $25,551.00
Security Deposit: None
Permitted Uses: All permitted uses in the Headlease.
Parking Spaces: Subtenant shall be entitled to use 80 parking
spaces. Subject to prior written approval of
Headlandlord under the terms of the Headlease,
Subtenant, at Subtenant's expense, may install
several visitor parking spaces in front of the
entrance to the Premises.
Signs: Subject to prior written approval and signage
criteria of Headlandlord under the terms of the
Headlease, Subtenant, at Subtenant's expense, may
place signage at the entrance to
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the Premises. Subtenant shall have its name and
suite number inserted into the building directory.
1.2 Exhibits.
The exhibits listed below in this section are incorporated in this
Sublease by reference and are to be construed as part of this Sublease:
EXHIBIT A Headlease
EXHIBIT B & C Floor Plan of Premises
ARTICLE II
PREMISES AND TERM
2.1 Premises. Subject to and with the benefit of the provisions of this
Sublease, Sublandlord hereby subleases the Premises to Subtenant, and Subtenant
subleases the Premises from Sublandlord.
The Premises are subleased in their condition "as is" on the
Commencement Date.
2.2 Term. To have and to hold beginning on the Commencement Date and
continuing until the Term Expiration Date (the "Term"), subject to earlier
termination as provided herein.
2.3 Early Access. Sublandlord shall allow Subtenant access to the
Premises prior to the Commencement Date to install cabling, telephone systems,
furniture partitions and to perform other necessary tenant improvement s. Prior
to Subtenant's entry into the Premises as permitted hereunder, Subtenant shall
submit a schedule to Sublandlord (and Sublandlord's contractor, if so requested
by Sublandlord), for their reasonable approval, which schedule shall detail the
timing and purpose of Subtenant's entry. Subtenant shall hold Sublandlord
harmless from and indemnify and protect and defend Sublandlord against any loss
or damage to the Premises or the Building and against injury to any person
caused by Subtenant's actions as a result of such entry, to the extent such loss
or damage is not covered by insurance carried or required to be carried under
this Sublease.
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ARTICLE III
RENT
3.1 Monthly Fixed Rent. Subtenant shall pay Sublandlord the Monthly
Fixed Rent in advance on the first calendar day of each month included in the
Term, commencing on the Rent Commencement Date; and for any portion of a
calendar month at the beginning of or end of the Term, the corresponding
fraction of the Monthly Fixed Rent in advance. Monthly Fixed Rent shall include
HVAC, nightly janitorial service, electricity for lights and plugs and one
security guard from 4 p.m. to 8 a.m. Monday through Friday.
3.2 Additional Rent. Pursuant to the Headlease, Sublandlord is required
to pay 100% of all operating, tax, maintenance and repair costs for the Building
(as such terms are defined in the Headlease), and such other amounts payable as
in the Headlease (collectively, the "Operating Costs"). Subtenant shall pay
Sublandlord as additional rent hereunder 14.8% (increasing to 28% on March 1,
2000) of any increase over the base year of all Operating Costs allocable to the
periods of time included in the Term (the "Additional Rent"). The base year for
real estate taxes is July 1, 1999 through June 30, 2000 with real estate taxes
in the amount of $68,345. The base year for all other operating costs is the
2000 operating budget with an amount of $6.35 per rentable square foot.
Subtenant shall pay such amount within ten (10) days of billing by Sublandlord,
which bills shall include, where applicable, copies of the applicable statements
from Headlandlord. Any surplus shall be promptly refunded to Subtenant and any
deficit in such payment shall be promptly paid by Subtenant after the
Headlandlord finally determines the amounts payable by the Sublandlord under the
Headlease.
Capital repairs and replacements to the roof, structural elements and Building
systems shall be the sole responsibility of the Sublandlord and shall not be
included in the Operating Costs.
3.3 Payment. All payments of Monthly Fixed Rent and Additional Rent
shall be made to Sublandlord at Sublandlord's Address set forth in Section 1.1
or to such other address as Sublandlord may designate by notice to Subtenant
from time to time.
ARTICLE IV
SUBTENANT'S COVENANTS
Subtenant covenants during the Term and such further time as Subtenant
occupies any part of the Premises:
4.1 Subtenant's Payments. Subtenant shall pay all Monthly Fixed Rent,
Additional Rent and any other amounts payable when due.
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4.2 Maintenance and Repair. Subtenant shall maintain the Premises in
the condition required by the Headlease.
4.3 Occupancy and Use. Subtenant shall not use the Premises for any
uses other than the Permitted Uses, and shall not make any use of the Premises
which is prohibited by any applicable law, ordinance, code, regulation, license,
permit, variances or governmental order.
4.4 Alterations and Additions. Subtenant shall not make any
improvements, repairs, alterations, replacements, decorations and/or additions
to the Premises without first obtaining the written approval of Sublandlord,
which approval shall not be unreasonably withheld or delayed, and the written
approval of the Headlandlord on the terms and conditions set forth in the
Headlease.
All construction work required or permitted by this Sublease shall be
done in a good and workmanlike manner and in compliance with all applicable laws
and all lawful ordinances, regulations and orders of governmental authority and
insurers of the building.
4.5 Assignment and Subletting. Except with Sublandlord's prior written
consent, which consent shall not be unreasonably withheld or delayed, Subtenant
shall not assign, transfer, mortgage or pledge this Sublease, or sublease (which
term shall be deemed to include the granting of concessions and licenses and the
like) all or any part of the Premises, or suffer or permit this Sublease or the
leasehold estate hereby created or any other rights arising under this Sublease
to be assigned, transferred or encumbered, in whole or in part, whether
voluntarily, involuntarily or by operation of law, or permit the occupancy of
the Premises by anyone other than Subtenant. Any attempted assignment, transfer,
mortgage, pledge, sublease or encumbrance without such consent shall be void.
In the event that any assignee or transferee of Subtenant pays to Subtenant any
amount in excess of the Monthly Fixed Rent, Additional Rent and any amounts
and/or charges then payable hereunder, Subtenant shall promptly pay one hundred
(100%) percent of said excess to Sublandlord as and when received by Subtenant.
If Subtenant shall receive from any assignee or transferee, either directly or
indirectly, any consideration for the assignment of this Sublease, either in the
form of cash, goods or services, Subtenant shall pay an amount equivalent to one
hundred (100%) percent of such consideration to Sublandlord as and when received
by Subtenant.
Notwithstanding the foregoing, any assignment, transfer, mortgage or pledge of
this Sublease is subject to and conditioned upon receipt of the prior written
consent of the Headlandlord as provided in the Headlease.
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No assignment or subletting shall affect the continuing primary liability of
Subtenant (which, following assignment, shall be joint and several with the
assignee).
4.6 Indemnification. Subtenant shall indemnify Sublandlord and hold
Sublandlord harmless from and against any and all claims, demands, suits,
judgments, liabilities, costs and expenses, including reasonable attorneys'
fees, arising out of or in connection with Subtenant's use and possession of the
Premises and the exercise room, or arising out of the failure of Subtenant, its
agents, contractors or employees to perform any covenant, term or condition of
this Sublease or of the Headlease to be performed by Subtenant hereunder.
Sublandlord agrees to indemnify and hold Subtenant harmless from and against any
and all claims, demands, suits, judgments, liabilities, costs and expenses,
including reasonable attorneys' fees, arising out of the failure of Sublandlord,
its agents, contractors or employees to perform any covenant, term or condition
of this Sublease or of the Headlease to be performed by Sublandlord hereunder.
4.7 Insurance. Subtenant shall maintain in responsible companies with a
general policy rating of A or better and a financial class of VI or better by
A.M. Best, Inc. and qualified to do business and in good standing in
Massachusetts, comprehensive general liability insurance covering the premises
insuring Sublandlord and Headlandlord as well as Subtenant with limits which
shall, at the commencement of the Term, be at least $2,000,000 and from time to
time during the Term shall be for such higher limits, if any, as are customarily
carried in the Marlborough and Westboro areas with respect to similar properties
and worker's compensation insurance with statutory limits covering all of
Subtenant's employees working in the Premises. In addition, Subtenant shall be
responsible for insuring its personal property. Subtenant shall deposit promptly
with Sublandlord certificates for such insurance naming Sublandlord and
Headlandlord as additional insureds, and all renewals thereof bearing the
endorsement that the policies will not be canceled until after 30 days' written
notice to Sublandlord.
ARTICLE V
CASUALTY AND TAKING
5.1 Termination of Headlease. In the event that during the Term, all or
any part of the Premises or the Headleased Premises are destroyed or damaged by
fire or other casualty or taken by eminent domain, and either Sublandlord or
Headlandlord terminates the Headlease pursuant to its terms because of such
damage, destruction or taking, then this Sublease shall likewise terminate on
the same date that the Headlease terminates. Sublandlord shall give Subtenant
prompt notice of such termination and the date on which it shall occur.
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5.2 Repair and Restoration. In the event any such damage, destruction
or taking of the Premises occurs and this Sublease is not terminated pursuant to
Section 5.1 above, then Sublandlord shall use reasonable efforts to cause
Headlandlord to repair and restore the Premises to the extent required by the
terms of the Headlease.
5.3 Reservation of Award. Any and all rights to receive awards made for
damages to the Premises and the leasehold hereby created accruing by reason of
exercise of eminent domain or by reason of anything lawfully done in pursuance
of public or other authority, are reserved to Sublandlord and Headlandlord.
Subtenant hereby releases and assigns to Sublandlord and Headlandlord all
Subtenant's rights to such award and covenants to deliver such further
assignments and assurances thereof as Sublandlord or Headlandlord may from time
to time request.
ARTICLE VI
HEADLEASE
6.1 Sublease Subject to Headlease. This Sublease is subject to the
Headlease. Subject to this Section 6.1, all terms and conditions of the
Headlease are incorporated into and made a part of this Sublease as if
Sublandlord were the landlord thereunder and Subtenant were the tenant. In case
of conflict between the incorporated provisions of the Headlease and the
remaining provisions of this Sublease, the latter shall control. Subtenant
assumes and agrees to perform the tenant's obligations under the Headlease
during the Term, except that the obligation to pay rent or other amounts to
Headlandlord under the Headlease shall not be an obligation of Subtenant, and
Subtenant shall instead pay the rent under this Sublease. Subtenant shall not
commit or suffer any act or omission that will violate any of the provisions of
the Headlease.
If the Headlease terminates as a result of a default or breach
of Subtenant under this Sublease and/or the Headlease, then the Subtenant shall
be liable to the Sublandlord for the direct damage suffered as a result of such
termination. Subtenant covenants not to commit or suffer any act or omission
that will violate the Headlease.
6.2 Excluded Obligations. Notwithstanding anything to the contrary
herein, the incorporated provisions of the Headlease are amended or qualified as
follows:
i. Sublandlord shall not be liable under any circumstances for a loss
of or injury to property, or interference with Subtenant's business, however
occurring, incidental to any failure to furnish any utilities or services.
ii. Sublandlord shall have no responsibility to perform or construct
(or to pay the cost of performing or constructing) any repair, maintenance or
improvement in or to the Premises, except as specifically set forth in Section
2.1 of this Sublease.
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iii. Rent shall be abated under this Sublease only to the extent that
Sublandlord receives a corresponding rent abatement under the Headlease.
iv. Wherever the Headlease grants to Sublandlord a grace or cure
period, the corresponding grace or cure period under this Sublease shall be two
(2) business days shorter in duration.
The parties acknowledge that Sublandlord's ability to satisfy certain
of its obligations to Subtenant under this Sublease is contingent upon the full
and timely performance of Headlandlord's obligations under the Headlease. The
parties further acknowledge that, while Sublandlord will use reasonable efforts
to cause Headlandlord to perform its obligations under the Headlease,
Sublandlord will not be liable to Subtenant for any breach of Sublandlord's
obligations under this Sublease, nor shall such breach diminish Sublandlord's
rights hereunder, where the same is caused by or attributable to the failure of
Headlandlord to perform its obligations under the Headlease.
6.3 Headlandlord's Rights. Headlandlord shall have all rights with
respect to the Premises which it has reserved to itself as landlord under the
Headlease.
6.4 Termination of Headlease. In the event that Headlandlord terminates
the Headlease pursuant to its terms or the Headlease otherwise terminates or
expires, this Sublease shall likewise and simultaneously terminate.
ARTICLE VII
MISCELLANEOUS
7.1 Notices from One Party to the Other. All notices required or
permitted hereunder shall be in writing, duly signed by the party giving such
notice and transmitted by prepaid registered or certified mail, return receipt
requested, by telegram or telefax, or delivered by hand, and addressed as
follows:
to Sublandlord: Banyan Systems Incorporated
000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
Attn: Legal Department
to Subtenant: Switchboard Incorporated
000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
Attn: Xxxx X. Xxxxxx
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or to such other address as Sublandlord or Subtenant shall designate by written
notice to each other. Any notice shall be deemed duly given on the second
business day following the date of mailing, or when delivered to such address by
hand, or if transmitted by telefax or telegram, on the business day received.
7.2 Estoppel Certificate. Upon not less than twenty (20) days prior
notice by the requesting party, either party shall execute, acknowledge and
deliver to the other a statement in writing, addressed to such person as the
requesting party shall designate, certifying (a) that this Sublease is
unmodified and in full force and effect, (b) the dates to which Monthly Fixed
Rent, Additional Rent have been paid, and (c) that the requesting party is not
in default hereunder (or, if in default, specifying the nature of such default
in reasonable detail). Any such certificate may be relied upon by the person to
which it is addressed as to the facts stated therein.
7.3 Brokerage. Subtenant and Sublandlord mutually represent and warrant
that they have dealt with no broker in connection with this transaction. Each
agrees to defend, indemnify and save the other harmless from and against any and
all cost, expense or liability for any compensation, commissions or charges
claimed by any broker or agent, with respect to the indemnifying party's
dealings in connection with this Sublease.
7.4 Applicable Law. This Sublease shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
7.5 Security Deposit. Upon execution of this Sublease, Subtenant shall
deliver to Sublandlord the Security Deposit, such sum to be held by Sublandlord
as security for the performance of Subtenant's obligations under this Sublease.
The Security Deposit shall be held by Sublandlord without interest and
Sublandlord shall be entitled to commingle the Security Deposit with its other
funds.
7.6 Construction. If any term, covenant, condition or provision of this
Sublease or the application thereof to any person or circumstances shall be
declared invalid or unenforceable by the final ruling of a court of competent
jurisdiction having final review, the remaining terms, covenants, conditions and
provisions of this Sublease and their application to persons or circumstances
shall not be affected thereby and shall continue to be enforced and recognized
as valid agreements of the parties.
This Sublease constitutes the entire agreement between the parties
hereto with respect to the transactions contemplated herein, and it supersedes
all prior discussions, understandings or agreements, including without
limitation the Offer To Sublease, between the parties.
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There are no oral or written agreements between Sublandlord and
Subtenant affecting this Sublease. This Sublease may be amended, and the
provisions hereof may be waived or modified, only by instruments in writing
executed by Sublandlord and Subtenant.
The titles of the several Articles and Sections contained herein are
for convenience only and shall not be considered in construing this Sublease.
Unless repugnant to the context, the words "Sublandlord" and
"Subtenant" appearing in this Sublease shall be construed to mean those named
above and their respective heirs, executors, administrators, successor and
assigns, and those claiming through or under them respectively. If there be more
than one tenant, the obligations imposed by this Sublease upon Subtenant shall
be joint and several.
7.7 Right of First Offer for Second Floor on 000 Xxxxxxxx Xxxx.
Provided that Subtenant is not in default in the performance or observance of
any of the terms and provisions of this Sublease or the Headlease, if
Sublandlord intends during the Term of this Sublease, to market the Second Floor
Space of 000 Xxxxxxxx Xxxx consisting of approximately 18,111 rentable square
feet when it becomes available for leasing (the "Second Floor Space"), then
Sublandlord will present a term sheet (the "Offer") for the leasing of the
Second Floor Space to Subtenant. Except as otherwise set forth in the Offer, the
lease of the Second Floor Space shall be on the terms and conditions set forth
in this Sublease.
Upon its receipt of the Offer, Subtenant shall have seven (7) business days to
accept or reject the Offer. If Subtenant accepts the Offer within said seven day
period, Sublandlord and Subtenant shall execute a lease for such Second Floor
Space on the terms set forth in the Offer within thirty (30) days of Subtenant's
acceptance of the Offer. In the event Subtenant does not accept the Offer within
said seven day period or Sublandlord and Subtenant do not execute a lease on the
terms set forth in the Offer within said thirty day period, then Sublandlord
shall have the right to lease the Second Floor Space on terms which Sublandlord
reasonably determines to be at least 90% as economically beneficial to
Sublandlord as those set forth in the Offer without reoffering the Second Floor
Space to Subtenant. If (i) Sublandlord wishes to lease the Second Floor Space on
terms less than 90% as economically beneficial to Sublandlord, or (ii)
Sublandlord does not enter into a lease for the Second Floor Space within 180
days of the submission of the Offer to Subtenant, then the Second Floor Space
shall first be subject to re-submission to Subtenant pursuant to the terms of
this Section prior to Sublandlord's leasing of the same.
In the event Subtenant accepts the Offer to lease the Second Floor Space,
Subtenant shall be solely responsible for any and all costs associated with
relocating or moving Subtenant from the Premises to the Second Floor Space.
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7.8 Access and Security. Normal Building hours shall be from 7:00 a.m.
to 6:00 p.m. Monday through Friday. The Building has a twenty-four (24) hour
card access system. Subtenant shall be responsible for its own security card
access at the entrance to the Premises.
7.9 Cafeteria. Subtenant shall have the right to use the cafeteria at
000 Xxxxxxxx Xxxx during the Term of this Sublease.
7.10 Option to Extend. Subtenant shall have the right and option to
extend the Term for an additional two (2) years and nine (9) months until
September 30, 2005 (the "Extension Term") commencing upon the expiration of the
original Term referred to in Section 2.2 (the "Original Term"), provided that
Subtenant shall give Sublandlord notice of Subtenant's irrevocable exercise of
such option at least ninety (90) days prior to the expiration of the Original
Term and provided further that Subtenant shall not be in default at either the
time of giving such notice or at the time of the commencement of the Extension
Term in the performance or observance of any of the terms and provisions of this
Sublease on the part of Subtenant to be performed or observed. Prior to the
exercise by Subtenant of such option, the expression "Term" shall mean the
Original Term, and after the exercise by Subtenant of such option, the
expression "Term" shall mean the Original Term as it has been extended by the
Extension Term. Except as expressly otherwise provided in the following
paragraph, all the terms, covenants, conditions, provisions and agreements in
the Sublease contained shall be applicable to the Extension Term. If Subtenant
shall give notice of its exercise of such option to extend in the manner and
within the time period provided aforesaid, the Term shall be extended upon the
giving of such notice without the requirement of any further action on the part
of either Subtenant or Sublandlord. If Subtenant shall fail to give timely
notice of the exercise of such option as aforesaid, Subtenant shall have no
right to extend the Term of this Sublease, time being of the essence of the
foregoing provisions.
The Monthly Fixed Rent payable during the Extension Term shall be the greater of
(i) the Monthly Fixed Rent in effect for the year immediately preceding the
commencement of the Extension Term or (ii) the Fair Market Rent for the
Premises, as determined below, as of the commencement of the Extension Term. If
for any reason the Monthly Fixed Rent payable during the Extension Term has not
been determined as of the commencement of the Extension Term, Subtenant shall
pay the Monthly Fixed Rent payable during the immediately preceding year until
the Monthly Fixed Rent for the Extension Term is determined, at which time, an
appropriate adjustment, if any, shall be made.
For purposes hereof, the Fair Market Rent shall mean the fair rent for the
Premises as of the commencement of the Extension Term under market conditions
then existing. Fair Market Rent shall be determined by agreement between
Sublandlord and Subtenant, but if Sublandlord and Subtenant are unable to agree
upon the Fair Market Rent at least
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two (2) months prior to the date upon which the Fair Market Rent is to take
effect, then the Fair Market Rent shall be determined by appraisal made as
hereinafter provided by a board of three (3) reputable independent commercial
real estate consultants, appraisers, or brokers, each of whom shall have at
least ten (10) years of experience in the Westboro office rental market and each
of whom is hereinafter referred to as "Appraiser". Subtenant and Sublandlord
shall each appoint one such Appraiser and the two (2) Appraisers so appointed
shall appoint the third Appraiser. The cost and expenses of each Appraiser
appointed separately by Subtenant and Sublandlord shall be borne by the party
who appointed the Appraiser. The cost and expense of the Third Appraiser shall
be shared equally by Subtenant and Sublandlord. Sublandlord and Subtenant shall
appoint their respective Appraisers at least fifty-five (55) days prior to
commencement of the Extension Term and shall designate the Appraisers so
appointed by notice to the other party. The two Appraisers so appointed and
designated shall appoint the third Appraiser at least forty-five (45) days prior
to the commencement of the Extension Term and shall designate such Appraiser by
notice to Sublandlord and Subtenant. The board of three (3) Appraisers shall
determine the Fair Market Rent of the Premises as of the commencement of the
Extension Term and shall notify Sublandlord and Subtenant of their
determinations at least thirty (30) days prior to the commencement of the
Extension Term. If the determination of the Fair Market Rent of any two (2) or
all three (3) Appraisers shall be identical in amount, said amount shall be
deemed to be the Fair Market Rent of the Premises. If the determination of all
three (3) Appraisers shall be different in amount, the average of the two (2)
values nearest in amount shall be deemed the Fair Market Rent of the Premises.
The Fair Market Rent of the Premises determined in accordance with the
provisions of this Section shall be binding and conclusive on Subtenant and
Sublandlord.
7.11 Consent of Headlandlord. Subtenant acknowledges that this Sublease
is subject to the consent of the Headlandlord. Within three (3) business days
after the execution of this Sublease, Sublandlord shall notify and forward an
originally executed copy of this Sublease to the Headlandlord and shall request
Headlandlord's consent thereto. Upon receiving Headlandlord's response,
Sublandlord shall notify Subtenant as to whether or not the Headlandlord
consented to the sublease. In the event the Headlandlord does not consent to the
sublease, this Sublease shall terminate and be of no further force or effect.
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THIS SUBLEASE is executed as a sealed instrument in two or more
counterparts on the day and year first above written.
SUBLANDLORD:
BANYAN SYSTEMS INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President & CFO
SUBTENANT:
SWITCHBOARD INCORPORATED
By: /s/ Xxxx Xxxxxx
-----------------------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President & CFO
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