EXHIBIT 10.21
LEASE AGREEMENT ENTERED INTO BY AND BETWEEN XXXX XXXX XX XXXX XXXXXXX XXXXXXX
(ON HIS BEHALF AND WITH THE AUTHORIZATION OF XXXXXXX XXXXXXX XX XXXXXXX,
XXXXXXXXX XXXXXXX XXXXXXX AND XXXXX XXXXXXX XXXXXXX) (HEREINAFTER REFERRED TO AS
THE "LESSOR") AND ELECTRONICA LOWRANCE DE MEXICO, S.A. DE C.V., REPRESENTED
HEREIN BY XX. XXXXX XXXXX (HEREINAFTER REFERRED TO AS THE "LESSEE"), PURSUANT TO
THE FOLLOWING RECITALS AND CLAUSES.
R E C I T A L S
I.- LESSOR hereby states:
A. That he has agreed to erect an industrial facility on lots 313, 314, 315
at Colonia Xxxxxxx, Ensenada, B.C., Mexico Fraction B, property of Xxx.
Xxxxxxx Xxxxxxx xx Xxxxxxx and co-owners as evidence by deed No. 13,579
dated August 14, 1996 granted before Xx. Xxxxx Xxxx, Notary No. 4, for
Ensenada, Baja California, Mexico. The industrial building has a ground
floor area of 8,256 square meters and a second floor consisting of 1,800
m2, as well as the tenant improvements, in accordance with the drawings,
specifications, schedule of work and construction term set forth by the
parties and attached hereto as Exhibit "A". Said building will be referred
to as "the LEASED PREMISES".
B. That he is duly authorized to execute this contract in accordance with
certain agreements and authorizations entered into and granted by Xxxxxxx
Xxxxxxx xx Xxxxxxx, Xxxxxxxxx Xxxxxxx xx Xxxxxxx and Xxxxx Xxxxxxx
Xxxxxxx, dated August 15, 1996.
C. That the building is being constructed on the following address at the
corner of Ave. Reforma and Xxxxx Xxxxxx, xx Xxxxxxx Xxxxxxx, Xxxxxxxx,
X.X., Xxxxxx. A drawing showing exact location as well as a description of
the referred piece of real estate is attached hereto as Exhibit "B", being
an integral part hereof.
D. He is willing to lease the LEASED PREMISES to the LESSEE pursuant to the
terms and conditions of this agreement.
II. LESSEE hereby states that:
A. It is a corporation duly organized and existing according to the Laws of
the Mexican Republic, as evidenced by deed No. 126,217, dated September 8,
1993, granted before Mr. Lic. Xxxxxxx Xxxxxx Mafud, Notary Public No. 2
for Tijuana, Baja California, Mexico. A copy of said deed is attached
hereto as exhibit "C".
B. Xx. XXXXX XXXXX evidences to be duly authorized to execute this agreement
through the public deed which is referred to in the preceding paragraph,
and further states that such authority has not been limited or revoked in
any manner whatsoever."
C. That on a prior date it requested that the LESSOR construct an industrial
building to be part of the LEASED PREMISES pursuant to LESSOR's drawings,
specifications and schedule of work which are attached hereto as Exhibit
"A".
D. For the purposes of this agreement its domicile is located at the LEASED
PREMISES, that is at corner of Ave. Reforma and Xxxxx xx xxx Xxxxxx x/x
Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx Xxxxxxxxxx 00000, and 00000 Xxxx Xxxxxx
Xxxxx, Xxxxx, Xxxxxxxx, 00000.
E. It wishes to lease from the LESSOR the LEASED PREMISES pursuant to the
terms and conditions hereunder.
IN VIEW OF THE FOREGOING, the parties hereto agree as follows:
C L A U S E S
FIRST. LEASE AND DELIVERY
The LESSOR hereby leases to the LESSEE and the LESSEE hereby leases from the
LESSOR the LEASED PREMISES, which are located at corner of Ave. Reforma Esquina
Xxxxx xx xxx Xxxxxx x/x Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx Xxxxxxxxxx 00000, and
which are described in Exhibit "B" hereto.
SECOND.- IMPROVEMENTS
2.1 LESSOR, at LESSOR's own cost and expense shall perform all work, provide
all labor, furnish all new materials, and obtain all certificates and
permits necessary to construct an industrial building with an area ground
floor of 8,256 m2 and a second floor consisting of approximately 1800
meters (19,368 square feet) on the LEASED PREMISES (hereinafter the
"Improvements") in accordance with the preliminary
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drawings, specifications, schedule of work and construction terms set
forth by the parties and attached hereto as exhibit "A". The parties agree
that within a term of 30 days as of the date hereof a final set of
drawings and specifications shall be completed and attached to exhibit "A"
herein. Unless LESSOR and LESSEE are able to reach accord within thirty
(30) days from the date hereof on a final set of detailed drawings and
specifications to replace Exhibit "A" that are satisfactory to both LESSOR
and LESSEE, either party is free to terminate this lease.
2.2 By approval of the drawings and specifications, LESSEE assumes no
responsibility for technical compliance with the terms and specifications
set forth in exhibit "A" hereto. The approval by LESSEE is for general
arrangements only, unless otherwise noted, and does not relieve LESSOR of
full responsibility for the proper and correct design, construction,
function, and erection of the Improvements as required.
2.3 LESSOR shall indemnify and hold harmless LESSEE from any and all claims,
assessments by government authorities, including but not limited to
property tax, real and attached personal property. special assessments,
fees, penalties thereon, Social Security Institute, Workers Housing
Institute and Tax Authorities, as well as from damages and cost resulting
from or arising out of LESSOR's lack of performance of any of its
obligations for construction of Improvements, fixturs, machinery and
equipment to the LEASED PREMISES required hereunder.
2.4 LESSOR acknowledges and agrees that LESSEE may request changes in the
design and specifications of the Improvements, provided such changes do
not affect the cost thereof or the work schedule for construction of same.
In the event such changes affect the cost of the Improvements or the work
schedule, LESSOR and LESSEE shall jointly determine the effects of the
change in cost and any extension to such schedule. All changes to the
design and specification of the Improvements shall be approved in writing
by both LESSEE and LESSOR and any if there is any additional fees or
charges to be assessed against LESSEE in
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connection with any such change, the dollar amount of such change must be
agreed to in writing in advance; neither LESSOR nor LESSEE shall make any
changes in the drawings and specifications of the Improvement without the
express written consent of both LESSEE and LESSOR.
2.5 As established in the specifications, drawings and schedule of work
incorporated by reference as exhibit "A", LESSOR shall diligently complete
the Improvements on the LEASED PREMISES in order that LESSEE may use and
occupy such Improvements pursuant to the following schedule:
a) Beneficial Occupancy of LEASED PREMISES: August 15, 1996.
b) Final Occupancy of the LEASED PREMISES: October 1, 1996.
For purposes hereof, Beneficial and Final Occupancy shall be defined as
follows:
Beneficial Occupancy.- Shall be defined as the delivery to LESSEE of the
industrial portion of the Improvements including walls, roof, floor slab,
docks, in order that LESSEE may move in its equipment into the LEASED
PREMISES, and that such equipment and any tenant Improvements that may be
installed, be secured and not be damaged by weather or the process of
construction.
Final Occupancy.- Shall be defined as the substantial completion of all
works and interior finishing of the industrial and office areas of the
Improvements and all exterior and infrastructure Improvements to permit
LESSEE to commence utilization of the LEASED PREMISES and all Improvements
for the unencumbered conduct of its business, excluding non functional
minor cosmetic items, or a punch list of items not to exceed 2% of the
construction price of the improvements established pursuant to exhibit "B"
hereto.
2.6 At all times following the execution of this Lease Agreement, LESSEE shall
have the right to enter the LEASED PREMISES to inspect the progress of
construction of the
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Improvements, and LESSOR shall place the construction log and any
construction reports available at the disposal of LESSEE, in order that
LESSEE may be continuously appraised of construction of the Improvements.
If so requested by LESSEE, LESSOR shall prepare a translation into English
of any such reports for LESSEE, and LESSEE agrees to reimburse LESSOR for
any expenses incurred in connection therewith.
2.7 LESSOR agrees to furnish to LESSEE a copy of results of all tests effected
by LESSOR or its contractors with regard to the LEASED PREMISES or the
construction of the Improvements, and LESSEE shall be entitled to effect
independent testing of any portion of the LEASED PREMISES, Improvements or
materials and components of construction, at its sole expense, in order to
ascertain that the Improvements are constructed in accordance with exhibit
"A" hereto. Any such independing testing by LESSEE shall not release
LESSOR from any obligations to construct the Improvements in accordance
with exhibit "A" hereto.
2.8 In the event the result of any of LESSEE's test indicate that there is a
material deviation in the terms and specifications for construction of the
Improvements, LESSEE shall notify LESSOR of any such deviation and request
immediate correction thereof.
2.9 Should LESSOR fail to conclude construction of the initial Improvements in
order that LESSEE may occupy the LEASED PREMISES on the date of Beneficial
Occupancy set forth hereinabove, LESSEE shall be entitled to receive as
contractual penalty liquidated damages the abatement of two days of rent
for each calendar day the initial Improvements are not concluded pursuant
to exhibit "A" hereof. This abatement shall apply towards the first, and
if applicable, following months on which LESSEE commences to effect rental
payments as set forth herein. Notwithstanding such penalty and/or rental
abatement, nothing contained herein shall extend the date of Final
Occupancy or diminish the liquidated damages that LESSEE is entitled to
receive in the event LESSOR fails to provide LESSEE with Final Occupancy
on the date set forth in paragraph 2.5 above.
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2.10 Furthermore, should LESSOR fail to complete construction of the
Improvements pursuant to exhibit "A" on or before the date of Final
Occupancy of the LEASED PREMISES, LESSEE shall be entitled to receive as
liquidated damages and in addition to the rent abatement set forth in the
preceding paragraph the amount corresponding to two days rent for each
calendar day of delay following the projected date of Final Occupancy,
provided, however that should such delay continue for sixty (60) days
following the aforementioned date, LESSEE, at its option, may terminate
this agreement. Any abatements hereunder shall apply towards the first,
and if applicable, following months on which LESSEE commences to effect
rental payments as set forth herein. The parties acknowledges and agree
that the date of Final Occupancy shall be extended for a term equivalent
to delays attributable to LESSEE or LESSEE's contractors or
subcontractors, acts of God or force majeure. Likewise, and in the event
of heavy rain period, this being understood as rainfall exceeding two
inches in one day, during the three months following the date of execution
hereof, the dates of Beneficial Occupancy and Final Occupancy will be
extended for a period to be agreed upon by the parties, which shall not
exceed thirty (30) days.
THIRD. OCCUPANCY BY LESSEE
The LESSEE shall use the LEASED PREMISES for clean and light operations as per
the authorizations and licenses which the LESSEE shall obtain from the
environmental and other competent authorities, and therefore, agrees not to use
the LEASED PREMISES for chemical, heavy or other industries of similar nature.
Accordingly, it is hereby agreed that:
3.1. The LESSEE may, at its own risk and expense, install on the LEASED
PREMISES such fixtures, equipment and furniture as it may deem necessary,
provided, that such items are installed and are removed without damage to
the LEASED PREMISES, except for the usual wear and tearand normal damage
required to remove LESSEE's fixtures, equipment and furniture from the
LEASED PREMISES".
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3.2. The LESSEE shall repair all damages caused to the LEASED PREMISES during
installation or removal of the fixtures, equipment and furniture mentioned
in the preceding paragraph, usual wear and tear excepted.
3.3. The LESSEE shall perform the installation or removal of its equipment and
furniture in accordance with all applicable laws, ordinances, and
regulations, being liable for any violations thereto.
3.4. The LESSEE agrees to retrieve such fixtures, equipment, furniture and/or
improvements it may have installed in the LEASED PREMISES on or before the
date of termination of this lease. Should the LESSEE fail to retrieve such
fixtures, equipment, furniture and/or improvements from the LEASED
PREMISES as provided above, the LESSOR shall be entitled to either
retrieve such fixtures, equipment, furniture and/or improvements from the
LEASED PREMISES at the LESSEE's risk and expense, or deem that said
fixtures, equipment, furniture and/or improvements have been left in the
LEASED PREMISES by the LESSEE to gratuitously inure in favor of the
LESSOR. If LESSEE has not removed all of LESSEE's furniture, fixtures and
equipment and improvements from the LEASED PREMISES within thirty (30)
days from the date of termination of the Lease by LESSEE, then LESSOR upon
providing LESSEE with thirty (30) days written notice in advance, shall
thereafter have the right to either remove or retain LESSOR's fixtures,
equipment and furniture and improvements if not removed by LESSEE in this
thirty (30) day period as set forth hereafter.
3.5. The LESSEE may not modify the exterior structure, facade or public
services of the LEASED PREMISES, nor it may perform any works or make
alteration without the LESSOR's prior written consent, which will not be
unreasonably withheld. LESSEE shall have the right to make any changes in
the interior of the LEASED PREMISES necessary for its ongoing operations,
provided LESSEE does not move any load bearing walls or harm the safety or
soundness of the LEASED PREMISES.
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FOURTH. LEASE TERM
4.1. The term of this Lease shall commence on October 1, 1996 (the Effective
Date) and shall end on September 30, 2006.
4.2. LESSEE shall have the option to renew this Lease for four (4) additional
terms of five (5) years each on the terms and conditions set forth herein.
Such option shall be exercised by providing LESSOR with notice of its
intent to do so not less than three (3) months prior to the expiration of
then-current term.
FIFTH. RENT
The LESSEE shall punctually and without deductions (except for those provided by
the applicable tax laws) pay to the LESSOR, at its address or any other address
as instructed by the LESSOR.
5.1. From the EFFECTIVE DATE, and payable in advance during the first 5 (five)
days of each month, the LESSEE shall punctually pay to the LESSOR, as
monthly rent, at its address or any other address as instructed by the
LESSOR, and without deductions (except for those provided by the
applicable tax laws), the amount of $32,500.00 Dollars.
LESSEE agrees to pay the monthly installments at LESSOR's domicile, or at
the place and to the person that LESSOR designates by given written notice
to LESSEE.
5.2. After the second full year, LESSEE's monthly Base Rent shall be increased
each year thereafter by a fixed amount of 3% per annum for each remaining
year of the term of this Lease.
5.3. All rental payments made after the term set forth above shall accrue
delinquent interest at a rate of five percent (5%) per month).
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SIXTH. INSURANCE
6.1. During the life of this agreement, the LESSEE, shall cover the LESSEE and
the LESSOR against any civil liability claims, demands, lawsuits or
actions, or against the accidents or decease of any person, or from any
damages to the goods of any third party in connection with the use by the
LESSEE of the LEASED PREMISES. LESSEE's indemnity to Landlord under this
paragraph 6.1 shall be limited to the amount of insurance required by
LESSEE in paragraph 6.3 hereof.
6.2. During the life of this agreement, the LESSEE shall be fully responsible
for rents unpaid for any reason imputable to LESSEE.
6.3. During the life of this agreement, the LESSEE agrees to obtain an
insurance policy in favor of the LESSOR to cover the LEASED PREMISES
against fire, lightning, explosion, falling aircraft, collision, smoke,
storms, hail, vehicle damage, earthquakes, volcanic eruption, strikes,
riots, civil commotion, vandalism, flood and any other risks currently
covered or which in the future may be covered under the so called
"extended coverage" policy (including windows and gas tank coverage). In
view of the foregoing, the LESSEE hereby waives any right to demand
payment from the LESSOR for damages caused by fire, explosion and other
unforeseen events. The corresponding insurance policy shall cover an
insurable value of $2'600,000.00 DOLLARS (TWO MILLION SIX HUNDRED THOUSAND
DOLLARS 00/100 U.S. Cy.).
6.4. The coverage mentioned in paragraph 6.3 above shall be annually increased
thereafter in accordance with the annualized percentage increase of
the Consumer Price Index for the San Diego, California Metropolitan Area,
published by the U.S. Department of Labor for the immediately preceding
year.
SEVENTH. TAXES AND COSTS
The LESSOR shall be responsible of payment of the income and
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assets taxes to which it is obligated. On its part, the LESSEE shall be
responsible for the payment of the real estate and any other taxes or costs
which may affect the LEASED PREMISES, including VAT, which may derive from this
agreement or which may derive from the use of the LEASED PREMISES by the LESSEE.
The LESSEE shall submit to the LESSOR evidence satisfactory to the LESSOR that
such taxes have been paid.
EIGHTH. REPAIRS AND MAINTENANCE
8.1. LESSOR
8.1.1. After written notice from the LESSEE, the LESSOR shall repair the
structural or construction defects of the foundation, floors, walls and
roof of the LEASED construction or as a consequence of the normal use of
the same, and for defective construction of HVAC, plumbing and other
systems, attempting to carry out this work within 24 hours from
notification. The LESSOR shall not be responsible for the repairs of the
LEASED PREMISES, unless the LESSEE informs such circumstances immediately
to the LESSOR.
8.1.2. The LESSOR shall not be responsible, nor have the obligation to
repair the damages caused by the LESSEE'S negligence, or that of LESSEE's
workers, clients, contractors or guests.
LESSOR shall not be responsible for leaking roofs if this has been caused
by any of LESSEE's workers, clients, contractors or guests by not
carefully walking on roof while working.
8.2. LESSEE
8.2.1. LESSEE shall be responsible for the repairs to the damages
suffered in the LEASED PREMISES other than those referred to in clause
8.1. hereinabove. The damages referred to in this paragraph include, but
are not limited to, the damages and maintenance that shall be given to the
plumbing systems, sewage, telephone, gas, as well as for the equipment,
interior walls, interior painting, air conditioning, heaters, doors and
windows,
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etc., of the LEASED PREMISES. All the expenses resulting of disregarding
and the negligence of the LEASED PREMISES, or a violation and the
obligations of the LESSEE set herein, shall be borne by the LESSEE. Among
the responsibilities are included among other things the maintenance of
the roof gutters and landscaping.
8.2.2. The LESSEE shall maintain the LEASED PREMISES and its
improvements free from any liens.
NINTH. INDEMNIFICATION
If either party (the "INDEMNIFIED PARTY") is held responsible for any obligation
undertaken by the other (the "INDEMNIFYING PARTY"), the INDEMNIFYING PARTY shall
indemnify and hold the INDEMNIFIED PARTY harmless from any and all claims for
damages or losses of any kind, and to restore or reimburse any all such costs
and expenses to the INDEMNIFIED PARTY.
TENTH. UTILITY SERVICES
The LESSEE agrees to request directly from the corresponding utility companies
that the public services be rendered by such companies, to pay for the
corresponding connection fees and to promptly pay for any and all utilities and
related services furnished to the LESSEE in the LEASED PREMISES, including but
not limited to water, gas, electricity, and telephone charges.
ELEVENTH. ASSIGNMENT AND SUBLETTING
11.1 The LESSEE may not assign its rights and obligations under this agreement
unless the assignee is an affiliate of the LESSOR, nor may it sublet the
LEASED PREMISES unless it obtains the prior written authorization of the
LESSOR not be unreasonably withheld.
11.2 The LESSOR shall be entitled to assign, in whole or in part, its rights
and obligations under this agreement. Consequently, the LESSEE hereby
grants authorization to
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the LESSOR so that the latter may formalize, the assignments which it may
deem appropriate. Likewise, LESSOR shall be expressly entitled to
guarantee any of its present or future obligations with its rights under
this agreement. LESSEE shall have the right to approve in writing in
advance any such assignment by LESSOR and LESSOR agrees to provide LESSEE
all names of the prospective individual owners of the entity to which
LESSOR desires to assign the lease and the financial capability of such
new entity and/or owners.
TWELFTH. ACCESS TO THE LEASED PREMISES
12.1 The LESSOR or its authorized representatives shall have the right to enter
the LEASED PREMISES in emergencies at all times, and at mutually agreeable
times to make repairs, additions, or alterations to the LEASED PREMISES
which it may be authorized or obligated to do under this agreement.
12.2 LESSOR, within a ninety (90) days period prior to the termination of this
agreement, shall have the right to show the LEASED PREMISES to any
prospective clients, provided such prospective client or tenant does not
compete with LESSEE in the same business, in whole or in part. Likewise,
and during the above mentioned term, the LESSOR shall have the right to
post the signs which it may deem appropriate in the facade of the LEASED
PREMISES in order to promote the same.
12.3 Except in case of emergency, the LESSOR shall give notice to the LESSEE
before entering the LEASED PREMISES, and the LESSEE shall have the right
to escort any representatives of the LESSOR and prospective clients.
LESSEE shall have the right to protect LESSEE's proprietary data and
information as well as proprietary engineering or manufacturing processes
and operations from disclosure to any third party, even though such third
party may be a prospective client or tenant of LESSOR.
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THIRTEENTH. DAMAGE OR DESTRUCTION
13.1 TOTAL
In the event the whole or substantial part of the LEASED PREMISES are
damaged or destroyed so as to impede the LESSEE's operation for the
purposes for which the same were leased, the LESSOR shall, within ten (10)
days from such destruction, determine whether the LEASED PREMISES can be
restored within the following three (3) months and notify the LESSEE of
such determination. If the LESSOR determines that the LEASED PREMISES
cannot be restored within the following three (3) months, either the
LESSOR or the LESSEE shall have the right and option to immediately
terminate this Lease Agreement by means of a written notice to the other
party. If the LESSOR determines that the LEASED PREMISES can be restored
within said three (3) month period, the LESSOR shall, at its own expense,
proceed diligently to reconstruct the LEASED PREMISES, but only up to the
amount which it may obtain from the insurance coverage mentioned in Clause
Sixth above.
13.2 PARTIAL
In the event the referred damages do not prevent the LESSEE, in a
substantial way, from continuing the normal operation of its business on
the LEASED PREMISES, the LESSOR or the LESSEE, as the case may be, shall
repair said damages under the terms of clause EIGHT above.
13.3 If the damage in question is caused by a negligent or willful act of the
LESSEE or its employees, the LESSEE agrees to punctually pay the rent
hereunder.
FOURTEENTH.- CAUSES FOR TERMINATION OF LEASE.
The LESSEE will have the right to terminate this lease at any time in case
that for any circumstance of force majeure,
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fortuitous case or acts of government (expropiation, seizure, etc.) he cannot
continue industrial operations within the leased premises. In such a case the
LESSEE will notify the LESSOR of his intention to terminate the lease 30 days in
advance of the effective date of termination. In the event LESSEE elects to
terminate the lease as allowed in this paragraph 14, then the LESSEE shall be
free of any further obligations or lease payments under the lease upon written
notification to LESSOR of LESSEE's termination, as provided for in this
paragraph 14.
FIFTEENTH. LESSOR'S RIGHT TO PERFORM THE LESSEE'S COVENANTS.
If the LESSEE shall at any time fail to perform any one or more of its covenants
made in this lease, the LESSOR, after five (5) business days written notice to
the LESSEE (or without notice in the event the act or acts to be performed in
fulfillment of the breached covenant require an immediate action) and without
waiving or releasing the LESSEE from any obligation of the LESSEE contained in
this Lease, may (but shall be under no obligation to) perform any act on the
LESSEE's part to be performed as provided in this lease, and may enter upon the
LEASED PREMISES for that purpose and take all such actions thereon as may be
necessary therefor.
All sums paid by the LESSOR and all costs and expenses incurred by the LESSOR in
connection with the performance of any such obligation of the LESSEE, shall be
payable by the LESSEE to the LESSOR on demand, in the the late understanding
that reimbursement of costs and expenses shall accrue delinquent interest at a
rate of five percent (5%) per month.
SIXTEENTH.- GUARANTIES
16.1 LESSOR hereby acknowledges to have received from LESSEE, as deposit, the
amount of $65,000.00 DOLLARS (SIXTY FIVE THOUSAND DOLLARS 00/100 X.X.Xx.)
consisting of the equivalent of two month's rent as security deposit
through out the course of the lease.
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16.2 The deposit of $65,000 Dollars will be reimbursed to the LESSEE, without
interest, after the LESSOR carries out an inspection of the condition on
which the leased Premises are returned.
16.3 LESSEE shall obtain and deliver to LESSOR, within 5 days following
execution of this agreement, a guaranty from LOWRANCE ELECTRONICS, INC.
under the terms of the "Absolute Guarantee of Lease" which is attached
hereto as Exhibit "D". Accordingly, LOWRANCE ELECTRONICS, INC. shall
guaranty any and all obligations of the LESSEE under this agreement.
16.4 In case of early termination for any forseeable cause attributable to the
LESSEE, the LESSOR shall be entitled to keep any amounts delivered to the
LESSOR as prepaid rent or deposit, regardless of any other rights which
the LESSOR may be entitled to. Such amount shall be applied to amounts
owed by LESSEE hereunder.
SEVENTEENTH.- NOTICES
17.1 Any notice to be given to the LESSOR under this agreement shall be sent to
the address mentioned in recital I.B. or to such other addresses which may
from time to time be notified by the LESSOR to the LESSEE.
17.2 Any notice to be given to the LESSEE under this agreement shall be
addressed to the LEASED PREMISES, with a copy to 00000 Xxxx Xxxxxx Xxxxx,
Xxxxx, Xxxxxxxx 00000, Ave. Reforma #____, Ensenada, Baja California,
Mexico.
17.3 Said notices shall be in writing, and shall be delivered personally to the
legal representative of the party in question, or sent by certified mail,
postage prepaid to the addresses mentioned above, in which case the
corresponding notice shall be deemed delivered fourteen (14) days after
the date of mailing thereof.
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EIGHTEENTH. EARLY TERMINATION
The LESSOR may terminate this agreement with proper written notification or
default in any of the following circumstances:
18.1 In case the term expressed in clause FOURTH above expires.
18.2 The LESSEE's failure to pay any monthly rent due and payable hereunder
within 10 days of receipt of notice of such failure.
18.3 Default in the performance of any of the LESSEE's covenants, agreements or
obligations hereunder which remains incured 10 days after LESSEE's receipt
of notice thereof or, if such default cannot be fully cured within 10
days, if LESSEE has not commenced such cure within 10 days.
18.4 The filing of a petition of bankruptcy against the LESSEE.
18.5 In case any competent court declares that any provision hereunder is null
and void so that the purposes of the parties in entering this Lease are
rendered futile.
18.6 Any other cause provided in the corresponding civil code.
In case LESSOR initiates any action to terminate this agreement, due to the
LESSEE's vacancy of the LEASED PREMISES prior to the end of the LEASE TERM or
its failure to vacate at the end of the LEASE TERM, LESSEE shall reimburse
LESSOR any costs of such action. The LESSEE acknowledges that this clause shall
not be construed as an authorization to occupy the LEASED PREMISES beyond the
term set forth herein.
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NINETEENTH.- MISCELANEOUS
19.1 In case any party fails to execute any action against the other as to
project a certain right under this agreement, said failure shall not be
construed as a waiver of any other rights derived herefrom.
19.2 This agreement may only be modified by written agreement signed by the
authorized representatives of the parties.
19.3 In case any party hereto exercises an action against the other in order to
demand the performance of this agreement, the prevailing party shall be
entitled to reasonable attorney's fees.
19.4 The parties agree that this Lease Agreement shall be governed by the laws
of State of Baja California. For everything pertaining to the
interpretation and compliance of this Lease Agreement the parties hereby
expressly submit to the jurisdiction of the Civil Courts of the City of
Tijuana, Baja California,waiving any other jurisdiction which might be
applicable by reason of their present or future domiciles or otherwise.
IN WITNESS WHEREOF, the parties have executed this agreement in the places and
on the dates stated hereinbelow.
LESSOR LESSEE
XXXX XXXX XX XXXX FLOURIE ELECTRONICA LOWRANCE
DE C.V.
/s/ XXXX XXXX XX XXXX XXXXXXX XXXXXXX By: /s/ Xxxxx Xxxxx
------------------------------------- -------------------------------
Name: Xxxxx Xxxxx
Date: August 25, 1996 -----------------------------
-------------------------------- Title: Vice President
----------------------------
Place: Tijuana, B.C., Mexico Date: August 30, 1996
------------------------------- -----------------------------
Place: Tijuana, B.C., Mexico
----------------------------
17
GUARANTOR
LOWRANCE ELECTRONICS, INC.
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
-----------------------------
Title: Vice-President
----------------------------
Date: August 30, 1996
-----------------------------
Place: Tijuana, B.C. Mexico
----------------------------
WITNESS WITNESS
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
------------------------------
lowrance
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