0 Xxxxxx Xxxxxx Associates, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 21, 1999
Subject: Lease Extension:
The current Lease between Accufacts Screening Inc., 0 Xxxxxx Xxxxxx, Xxx Xxxx,
XX 00000, and 6 Xxxxxx Street Associates, LLC, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000, scheduled to end on March 31, 2000, is hereby extended for a term of 36
months (April 1, 2000 to March 31, 2003), at a new annual rental rate of
$30,000.00 ($2500.00 per month). All provisions of the current lease remain in
effect.
Tenant
/s/ Xxxxxx Xxxxxx
Landlord
[illegible]
RIDER TO LEASE
Lease Dated:
Landlord: 0 XXXXXX XXXXXX ASSOCIATES, LLC
Tenant: ACCUFACTS SCREENING INC.
THE PROVISIONS OF THIS RIDER ARE INTENDED TO AMPLIFY AND EXPAND UPON THE
PROVISIONS OF THE PREPRINTED FORM OF THIS LEASE, BUT IN THE EVENT ANY PROVISION
OF THIS RIDER CONFLICTS WITH ANY PROVISION OF THE PREPRINTED FORM, THE
PROVISIONS OF THIS RIDER SHALL SUPERSEDE.
R1. Certain Remedies.
A. Tenant acknowledges that: (i) its agreement to fully and timely pay all
installments of Rent is a material inducement for Landlord to enter into this
lease; (ii) the aggregate amount of all Rent installments are due and payable in
full at the commencement of the term of this lease but Landlord, solely for
Tenant's convenience, has permitted said amount to be payable in equal monthly
installments during the term of this lease; (iii) upon default in the full and
timely payment of any Rent installment, the entire unpaid balance of the
aggregate amount of all Rent installments for the then remainder of the term of
this lease (as originally reserved) will become due and payable if such
installment of Rent shall not be paid in full within ten (10) days of written
notice from Landlord advising of Landlord's intent to proceed under this Article
R1; and (iv) in no event will Tenant be entitled to credit for any monies
received by Landlord for rent and/or use and occupancy for the demised premises
or any part thereof until after the expiration of the term of this lease (as
originally reserved). Tenant agrees that the provisions of this Article R1: (a)
will not constitute or be deemed to be liquidated damages or a penalty; (b) will
apply notwithstanding any contrary provision of this lease; and (c) will be in
addition to, and not limit, any other rights or remedies available to Landlord
pursuant to this lease and otherwise (including, without limitation, those
regarding additional rent reserved under this lease). The parties agree that
upon the making of this lease this Article fairly reflects their intent with
respect to a default by Tenant under this lease.
R2. Arrearages. All sums whatsoever not included within Rent payable by
Tenant under this lease constitute additional rent and are payable without set
off or deduction, whether or not so specified elsewhere in this lease. If the
Rent or any additional rent is not paid on or before the tenth day of the month
for which such payment is due, there shall be added, as additional rent, a late
charge equal to 2% of the unpaid amount. All sums in arrears under this lease
will bear interest, at the then maximum annual rate of interest chargeable in
New York State, from their respective due dates until received by Landlord, but
this in no way limits any claim for damages or any other rights and remedies
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available to Landlord for any breach or default by Tenant. Tenant's obligations
under this lease will survive the expiration or sooner termination of this
lease. Acceptance by Landlord of rent from any party other than Tenant shall not
be deemed to operate as a consent by Landlord to any assignment or subletting to
such party, nor constitute any acceptance of such party as a tenant hereunder,
nor vest any rights in such party nor release Tenant from any of its
obligations, nor be deemed a modification of any of the provisions of this
lease.
B. Landlord and Xxxxxx agree that the words "and additional rent" are to be
deemed inserted immediately following each reference to "rent" or "Rent" in this
lease. Should any dispute arise between Landlord and Tenant with respect to the
amount of any additional rent due pursuant to this lease, Tenant shall pay to
Landlord, until such dispute is resolved, the amounts deemed by Landlord to be
due.
C. Notwithstanding anything to the contrary contained in this Article or
elsewhere in this lease, the parties further agree that: (i) all references in
this lease to expenses to which Landlord is entitled are to be deemed
illustrative only and Landlord will be entitled (in addition to all other sums
recoverable by Landlord) to all expenses of every nature which it may incur in
connection with any default, re-entry, expiration and/or dispossess by summary
proceedings or otherwise; and (ii) wherever in this lease Tenant is required to
pay to Landlord any monies as "additional rent" such monies will be payable to
Landlord at the time(s) specified in this lease for the payment thereof, as if
there had not occurred any default, re-entry, expiration and/or dispossess by
summary proceedings or otherwise.
R3. Rent Restrictions. If any of the fixed annual rent or additional rent
payable under this Lease shall be or become uncollectible, reduced or required
to be refunded because of any rule, regulation or law, Tenant shall enter into
such agreements and take such other legally permissible steps as Landlord may
reasonably request to permit Landlord to collect the maximum rents which from
time to time during the continuance of such rule, regulation or law may be
legally permissible and not in excess of the amounts reserved therefor under
this Lease. Upon the termination of such rule, regulation or law, (a) the rents
hereunder shall be payable in the amounts reserved herein for the periods
following such termination and (b) Tenant shall pay to Landlord, to the maximum
extent legally permissible, an amount equal to (i) the rents which would have
been paid pursuant to this Lease but for such rule, regulation or law, less (ii)
the rents paid by Tenant during the period such rule, regulation or law was in
effect.
R4. Security. Simultaneously with the execution of this Lease, Tenant
shall deposit with Landlord the sum of $2,200.00 as security for the due and
faithful payment, as herein provided, of the rent, additional rent, charges and
damages payable by Tenant under this lease or pursuant to law and for the due
and faithful keeping, observance and performance of all the other covenants,
agreements, terms, provisions and conditions of this lease on the part of Tenant
to be kept, observed and performed. The security will be deposited into an
interest bearing account. If at any time Tenant shall be in default in the
payment of any such rent or in the keeping, observance or performance of any
such other covenant, agreement, term, provision or condition, Landlord may at
its election apply the security so on deposit with Landlord to the payment of
any such rent or to the payment of the costs incurred by Landlord in curing such
default, as the case may be. If as a
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result of any such application of all or any part of such security, the amount
of cash so on deposit with Landlord shall be less than $2,200.00 , Tenant shall
forthwith deposit with Landlord cash in an amount equal to the deficiency. If at
the expiration of the term of this lease Tenant shall not be in default in the
payment of any such rent, charge or damage or in the keeping, observance or
performance of any such other covenant, agreement, term, provision or condition,
then Landlord shall, within a reasonable time after the expiration of said term,
return to Tenant said security, if any, (with interest earned thereon, less a 1%
administrative fee) then on deposit with Landlord pursuant to this Article.
Tenant shall not be entitled to any interest on said security so on deposit with
Landlord, or on any part thereof, and Landlord may commingle the security
deposit with its other assets. In the event of a transfer of Xxxxxxxx's interest
in the building, Landlord shall have the right to transfer the security to the
transferee and Landlord shall, without any further agreement between the
parties, thereupon be released by Tenant from all liability for the return of
such security; and Xxxxxx agrees to look to the new landlord 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 landlord. Tenant
further covenants that it will not assign or encumber or attempt to assign or
encumber said security or any part thereof and that neither Landlord nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.
R5. Condition of Premises: Tenant's Work.
X. Xxxxxx acknowledges and agrees that no materials whatsoever are to be
furnished by Landlord and no work whatsoever is to be performed by Landlord in
connection with the demised premises or any part thereof and Xxxxxx agrees to
accept the demised premises in its "as is" condition as existing on the date of
this lease. Landlord shall not be required to perform any work or expend any
sums to prepare the demised premises for Xxxxxx's use or occupancy. Landlord in
no way warrants the suitability of the demised premises for the Tenant's
business and Tenant acknowledges that no representations have been made by
Landlord pertaining thereto or with respect to any other matter or thing except
as expressly set forth in this lease. Except as expressly set forth in this
lease, Landlord shall have no obligation, liability or responsibility of any
nature with respect to any installations at any time made in the demised
premises by or for Tenant or existing in the demised premises on the date of
this lease, including but not limited to, the plumbing, heating, electrical, air
conditioning and disposal systems, and Tenant agrees, in addition to its other
obligations under this lease, including but not limited to Article 4, to
maintain, repair and/or replace, to the extent necessary, all of the foregoing.
Landlord's sole obligation shall be to perform structural repairs to the demised
premises, provided such repairs are not necessitated by the acts or omissions of
Tenant, in which event such repairs shall be made by Tenant.
B. Supplementing Article 3 of the preprinted form of this lease, if
Landlord consents the performance of any alterations or changes to the demised
premises it is hereby agreed, in addition to the requirements of Article 3 of
the preprinted form of this lease that:
(a) Tenant's Work shall be done (i) in a good and workmanlike manner;
(ii) solely in accordance with plans and specifications first approved in
writing by Landlord; (iii) at Tenant's sole cost and expense; and (iv) at
such times and in such manner as Landlord may from time to time reasonably
designate. Tenant shall reimburse Landlord upon demand, for any reasonable
costs and expenses incurred by Landlord in connection with Xxxxxxxx's
review of such plans and specifications.
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(b) Tenant will advise Landlord in writing of the names of any
contractors or subcontractors that Tenant proposes to use and shall obtain
Landlord's prior written consent to same prior to engaging any such
contractors or subcontractors.
(c) All alterations shall be performed in accordance with all
applicable requirements of law, including but not limited to those imposed
by the New York City Building Department, the New York City Fire
Department, O.S.H.A. and as otherwise described in Article 6 of this lease.
(d) Prior to commencement of Tenant's Work, Tenant shall furnish
Landlord with certificates evidencing the existence of the following
insurance coverages, in form and content satisfactory to Landlord: workers'
compensation insurance and comprehensive general liability insurance,
including but not limited to completed operations coverage, products
liability coverage, contractual coverage, broad form property damage,
independent contractors coverage and personal insurance coverage, naming
Landlord as an additional insured, with coverage of not less than
$5,000,000 combined single limit.
(e) Movement of all men and material shall only be done at the
direction, the times and the manner reasonably designated by Landlord.
(f) As a condition to the commencement of Tenant's Work, Tenant shall
deliver such performance, payment and completion bonds, shall comply with
provisions of this Article R11 and shall comply with such other conditions
relating to Tenant's Work as shall be reasonably required by Landlord.
(g) Except in compliance with all of the aforesaid, Tenant shall make
no alterations, installations, additions or improvements in or to the
demised premises without Landlord's prior written consent in each instance.
(C) Notice is hereby given that Landlord shall not be liable for any labor
or materials furnished to or to be furnished to Tenant upon credit and that no
mechanic's or other lien for any such labor or materials shall attach to or
affect the reversion or other interest of Landlord in and to the demised
premises or the building , for work claimed to have been done for or materials
claimed to have been furnished to Tenant. Any mechanic's or other lien filed
against the demised premises and/or the building shall be discharged by Tenant,
at its expense within fifteen days after such filing by payment, filing of a
bond or otherwise.
R6. Air Conditioning.
The operation of any air conditioning systems installed within the demised
premises and any replacements thereof shall be maintained and repaired by
Tenant, at Tenant's sole cost and expense. Upon the expiration or other
termination of this Lease, Tenant shall surrender to Landlord said air
conditioning systems and equipment used in connection therewith (including but
not limited to ducts and compressors). Nothing herein contained shall be
construed so as to require Landlord to furnish any of the aforesaid equipment
nor to repair or replace same.
R7. Utilities.
X. Xxxxxx shall arrange for and pay, when due, for all electricity utilized
in the demised premises, as indicated by electric meters measuring same, which
meters shall be installed, maintained in good working order and repaired (and
replaced, if necessary), by Tenant. Tenant shall make all required security
deposits and make all other payments directly to the utility
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company furnishing such utility. The failure of Tenant to timely make payment of
any utility bill shall be a default under this lease.
B. No diminution or abatement of rent or additional rent or other
compensation or claim of constructive eviction shall be claimed by Tenant as a
result of any interruption, suspension or curtailment of any utility,
airconditioning units or any other service to the demised premises.
R8. Cleaning and Refuse.
A. Supplementing and modifying Article 31 of the preprinted form of this
Lease, cleaning and refuse collection, removal and disposal shall be arranged
and paid for by Tenant and are the sole responsibility of Tenant. Tenant shall
maintain the interior and exterior of the demised premises in a clean and
orderly fashion and shall not permit the accumulation of any refuse in or about
the demised premises. If Tenant shall fail to do any of the foregoing, Landlord
shall have the right, but not the obligation, to cause the demised premises to
be cleaned and/or rubbish to be collected, removed and disposed of at the sole
cost and expense of Tenant, and the amount so expended shall constitute
additional rent to be paid by Tenant to Landlord upon demand.
B. Tenant shall not suffer or permit the presence of any flammable,
combustible or explosive materials in or about the demised premises.
R9. Landlord Transfers. If Xxxxxxxx's interest in the demised premises
terminates for any reason, the Landlord named herein shall be entirely relieved
of all obligations to Tenant hereunder and Xxxxxx hereby agrees to attorn to any
succeeding owner, landlord, mortgagee or other party in interest for the then
remaining term of this lease and upon the terms and conditions of this lease.
The foregoing is to inure to the benefit of any such owner, landlord, mortgagee
or other party in interest and is self operative upon request. However, Xxxxxx
agrees to execute and deliver, within 5 days after request, a recordable
instrument satisfactory to the owner, landlord, mortgagee or other party in
interest, acknowledging such attornment and confirming the terms and conditions
of the tenancy hereby created. Nothing contained in this Article is to impair
any right privilege or option of such owner, landlord or mortgagee.
RlO. Indemnification. Tenant covenants and agrees to indemnify and save
harmless, Landlord and any fee owner and any mortgagee and any lessor under any
ground or underlying lease, and their respective contractors, agents and
employees, licensees and invitees, from and against any and all liability
(statutory or otherwise), claims, suits, demands, damages, judgments, costs,
interest and expenses (including, but not limited to, counsel fees and
disbursements incurred in connection with any action or proceeding), to which
they may be subject or which they may suffer by reason of, or by reason of any
claim for, any injury to, or death of, any person or persons (including, without
limitation, Landlord, its agents, contractors, employees, licensees and
invitees) or damage to property (including any loss of use thereof) or otherwise
arising from or in connection with the occupancy or use of or from any work,
installation or thing whatsoever done in, at or about the demised premises prior
to, during, or subsequent to, the term of this lease or arising from any
condition of the demised premises or resulting from any default by Tenant in the
performance of Tenant's obligations under this lease or from any act, omission
or negligence of Tenant or any of Tenant's officers, directors, agents,
contractors, employees, subtenants, licensees or invitees.
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R11. Exculpation. Xxxxxx agrees that Xxxxxx will look solely to the
interest of Landlord or its successor in the land and the building for the
satisfaction of any judgment or other judicial process requiring the payment of
money as a result of any negligence, intentional act, or breach of this lease by
Landlord or such successor, and no other assets of Landlord or such successor
will be subject to levy, execution or other enforcement procedure for the
satisfaction of Xxxxxx's remedies in any of such events.
R12. Insurance
X. Xxxxxx shall at all times during the term of this lease, keep in force,
with responsible insurance companies licensed to do business in the State of New
York and acceptable to Landlord, a policy of comprehensive general liability and
property damage insurance in a single limit of not less than $1,000,000 covering
death or injury to any person(s) as well as property damage. Such policy will:
(a) include Landlord and such other parties as Landlord may designate as parties
insured; (b) under no circumstances be considered anything other than primary
insurance; (c) include by endorsement as a part of the policy an agreement
insuring Tenant's indemnity and hold harmless obligations under Article R10; and
(d) provide that it may not be canceled or changed without at least 15 days,
prior notice from the insurer to each party insured thereunder. In addition,
Tenant, at its expense, will maintain Workmen's Compensation insurance in
accordance with law and appropriate insurance covering damage to Tenant's
Property. Tenant will furnish Landlord with either the original policy or, at
Landlord's option, a certificate of each of the insurances so carried by Tenant.
B. Tenant understands and agrees that Landlord will not be obligated to
carry insurance of any kind on any personal property in the demised premises
(regardless of whether such property shall be owned by Tenant and including, but
not limited to, Tenant's goods, supplies, furnishings, furniture, fixtures,
equipment, improvements, betterments, installations or appurtenances). Tenant
hereby waives any and all right of recovery which it might otherwise have
against Landlord, any fee owner or mortgagee and their respective officers,
directors, agents, contractors, servants and employees for loss or damage to
such property or any part thereof.
C. Tenant covenants, warrants and agrees that in the event the casualty
and/or liability insurance rate for the building of which the demised premises
form a part shall increase as a result of the use or occupation of the demised
premises by Tenant then, and in such event, Tenant shall pay to Landlord the
whole increased cost of insurance premiums resulting from such increase in rate.
Such sums shall be due and payable upon the rendition of Landlord's billing or
notification to Tenant and shall be deemed additional rent and collectible as
such. A letter or certificate by the insurance company or broker with whom the
insurance coverage is made will be conclusive evidence of the increase amount in
premium and rate.
R13. Waiver of Subrogation. Each of the parties hereto, their successors,
assigns and subtenants, as the case may be, insofar as may be permitted by the
terms of the insurance policies carried by it, does hereby waive all claims,
causes of action and right of recovery against the other party, its contractors,
agents, employees, invitees or licensees for any loss or damage occurring to the
demised premises or the improvements, furniture, fixtures, merchandise and
personal property of every kind located in and about the demised premises or the
building of which the same are a part, resulting from any perils covered by
insurance regardless of the cause or origin, including the negligence of either
party, its
6
contractors, agents, employees, invitees or licensees to the extent that the
same is covered by any policy or policies of insurance, including rental value,
interruption of business or similar insurance. If the waiver, as set forth
herein, of either Landlord or Tenant, their successors, assigns and subtenants,
as the case may be, shall contravene any law with respect to exculpatory
agreements, the liability of the party in question shall be deemed not waived
but shall be deemed secondary to the insurer or insurers, as the case may be. In
the event that the waiver herein granted shall cause the payment of additional
premium, the party benefiting from such waiver shall, upon 10 days, written
notice of the same, pay such additional premium or this paragraph shall be null
and void for so long as such party shall fail to pay such premium.
Rl4. Tenant Property. Landlord or its agents shall not be liable for any
damage to property of Tenant or of others entrusted to Landlord's agents, nor
for the loss of or damage to any property of Tenant by theft or otherwise.
Landlord or its agents shall not be liable for any injury or damage to persons
or property resulting from any cause, including but not limited to, fire,
explosion, falling plaster, steam, gas, electricity, water, rain or snow or
water leaks or seepage any part of said roof.
R15. Brokerage.
X. Xxxxxx represents and warrants to Landlord that Paragraph B of this
Article lists all brokers with whom Xxxxxx has dealt in connection with this
lease, and Xxxxxx agrees to indemnify, defend and save Landlord harmless from
and against any and all liabilities, costs and expenses (including, without
limitation, attorneys fees and disbursements) arising from the claims of any
other brokers based upon alleged dealings with Tenant or anyone acting for or on
behalf of Tenant in connection with this lease.
B. NONE
Rl6. Seeking Consent of Landlord. If Tenant or (with Tenant's
authorization), any subtenant requests Xxxxxxxx's consent or approval to
alterations, subletting or any other matter or thing requiring Landlord's
consent or approval under this lease, and if in connection with such request
Xxxxxxxx seeks the advice of its attorneys and/or architects, then Landlord, as
a condition precedent to granting its consent or approval, may require (in
addition to any other requirements of Landlord in connection with such request)
that Tenant pay the fees of Landlord's attorneys and/or architects in connection
with the consideration of such request and/or the preparation of any documents
pertaining thereto.
Rl7. Consent of Landlord. Wherever in this lease Landlord's consent or
approval is required, if Landlord shall delay or refuse such consent or
approval, Tenant in no event shall be entitled to make, nor shall Tenant make,
any claim, and Tenant hereby waives any claim, for money damages (nor shall
Tenant claim any money damages by way of set-off, counterclaim or defense) based
upon any claim or assertion by Tenant that Landlord unreasonably withheld or
unreasonably delayed its consent or approval. Tenant's sole remedy shall be an
action or proceeding to enforce any such provision, for specific performance,
injunction or declaratory judgment.
R18. Signage. Tenant shall not place any signs, lettering or decorations
in, on, behind or in front of the demised premises including any windows of the
demised premises, without the Landlord's prior written consent and only after
the submission to
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and approval by Landlord of detailed plans and specifications.
R19. No Surrender. No agreement to accept a surrender of this lease shall
be valid unless in writing signed by Landlord. No employee of Landlord or of
Landlord's agents shall have any power to accept the keys of the demised
premises prior to the termination of this lease. The delivery of keys to
Landlord or any employee of Landlord or of Landlord's agent shall not operate as
a termination of this lease or a surrender of the demised premises. In the event
of Tenant at any time desiring to have Landlord sublet the premises for Tenant's
account, Landlord or Landlord's agents are authorized to receive said keys for
such purpose without releasing Tenant from any of the obligations under this
lease. The failure of Landlord to seek redress for violation of, or to insist
upon the strict performance of, any covenant or condition of this lease or any
rules and regulations adopted by Landlord, 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 Landlord of rent with
knowledge of the breach of any covenant of this lease shall not be deemed a
waiver of such breach. No provision of this lease shall be deemed to have been
waived by Landlord, unless such waiver be in writing signed by Landlord. No
payment by Tenant or receipt by Landlord of a lesser amount than the monthly
rent herein stipulated shall be deemed to be other than on the account of the
earliest stipulated rent. Any endorsement or statement on any check or any
letter accompanying any check or payment shall be without any force or effect
and shall be without prejudice to Landlord's right to recover the balance of
such rent or pursue any of Landlord's other remedies.
R20. Holdover. Supplementing Article 22 of the preprinted form of this
lease, if Xxxxxx fails to timely surrender the demised premises at the
expiration or earlier termination of this lease, time being of the essence, such
holding over shall not constitute a renewal or extension of this Lease. Tenant
shall indemnify and hold Landlord harmless from and against all loss, liability
and expense including reasonable attorneys fees resulting from a delay on the
part of Tenant in so surrendering the demised premises including, without
limitation, any claims made by any subsequent tenant. The parties recognize that
it would be impossible to accurately measure or foresee the damage sustained by
landlord upon the expiration or earlier termination of the term hereof.
Accordingly, in addition to Xxxxxxxx's other rights and remedies, Tenant shall
pay to Landlord for each month and for each portion of a month during which
Tenant holds over in the demised premises an amount equal to three (3) times the
last monthly rent under this lease plus liquidated damages of $50.00 per day.
Nothing contained herein shall be deemed to permit Tenant to retain possession
of the demised premises after the expiration or earlier termination of this
lease.
R21. Applicable Law: No Offer. New York State law governs the validity,
performance and enforcement of this lease. The invalidity or unenforceability of
any provision of this lease shall not affect or impair any other provision.
Submission of this document for examination does not constitute an offer to
lease, or a reservation of or option for the demised premises, and this document
becomes effective only when mutually executed and delivered.
R22. Information: Certificates. Xxxxxx agrees that from time to time,
within 10 days after Xxxxxxxx's written request, Xxxxxx will execute,
acknowledge and deliver to Landlord a statement certifying to such reasonable
information regarding this lease as Landlord may request, including (without
limitation) the
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commencement and expiration dates of the term of this lease, that this lease is
unmodified and in full force and effect (or if there have been modifications,
that it is in full force and effect as modified and stating the modifications),
and the dates to which Rent and all other sums due hereunder from Tenant have
been paid in advance, if any, and stating whether or not to the knowledge of the
signer of such certificate Landlord is in default under this lease, and, if so,
specifying each such default of which the signer has knowledge. Breach of the
foregoing will constitute Tenant's acknowledgment, which may be relied on by any
mortgagee or person holding or proposing to acquire an interest in the building
or this lease, that this lease is unmodified and in full force and effect and
will constitute, as to any such person, a waiver of any defaults on Landlord's
part which may exist prior to the date of such notice. The foregoing does not
limit any other rights and remedies available to Landlord for breach of this
Article Rl5.
R23. Modifications. If, in connection with obtaining financing or
refinancing for the building of which the demised premises form a part, a bank,
insurance company or other lender shall request reasonable modifications to this
lease as a condition to such financing or refinancing, Tenant will not
unreasonably withhold, delay or defer its consent thereto, provided that such
modifications do not increase the obligations of Tenant hereunder (except, to
the extent that Tenant may be required to give notices of any default by
Landlord to such lender and/or permit the curing of such defaults by such lender
together with the granting of such additional time for such curing as may be
required for such lender to get possession of the said building) or materially
adversely affect the leasehold interest hereby created. In no event shall a
requirement that the consent of any such lender be given for any modification of
this lease or for any assignment or sublease, be deemed to materially adversely
affect the leasehold interest hereby created.
R24. Certain Remedies. If Tenant shall default in the observance or
performance of any term or covenant on Tenant's part to be observed or performed
under any of the terms or provisions of this Lease, (a) Landlord may remedy such
default for the account of Tenant, immediately and without notice in case of
emergency, or in any other case if Tenant shall fail to remedy such default with
all reasonable dispatch after Landlord shall have notified Tenant in writing of
such default and the applicable grace period for curing such default shall have
expired; and (b) if Landlord makes any expenditures or incurs any obligations
for the payment of money in connection with such default, including, but not
limited to, reasonable attorneys fees in instituting, prosecuting or defending
any action or proceeding, such sums paid or obligations incurred, with interest
at the maximum rate permitted by law, shall be deemed to be additional rent
hereunder and shall be paid by Tenant to Landlord upon rendition of a bill to
Tenant therefor. The provisions of this Article R24 shall survive the expiration
or other termination of this lease.
R25. Use. A. Subject to the restrictions contained in the Certificate of
Occupancy for the demised premises in any way which would violate any provisions
of the Certificate of Occupancy or in any unlawful manner, Tenant shall use and
occupy the demised premises for only the purpose and for no other purpose than
as set forth in Article 2 of this Lease. Landlord makes no representation that
the Certificate of Occupancy for the building or the demised premises permits
the use permitted hereunder.
B. Tenant acknowledges that the building of which the demised premises form
a part is a mixed use structure for
9
residential and commercial use. Tenant shall take such steps, follow such
procedures and install such soundproofing systems and material as shall prevent
noise from emanating from the demised premises to (i) other areas in the
building; and (ii) to the street outside of the demised premises.
R26. Financial Statements. Tenant shall, without charge, at any time and
from time to time deliver to Landlord, within ten (10) days of request therefor,
copies of the most current financial statements of Tenant of this lease,
prepared by an independent certified public accountant, and such further
detailed financial information with respect to Tenant and as Landlord may
reasonably request.
R27. Disputes Among Tenants. In the event of any claim by Tenant to the
effect that another tenant in any way infringes upon or violates any of Tenant's
rights under this lease, Xxxxxx's sole remedy shall be to commence legal action
against such other tenant and Landlord shall in no way or event be required to
institute any legal proceedings, take any other steps or otherwise participate
in any action or dispute or against the other tenant.
R28. Permits and Licenses. Tenant shall, at its sole cost and expense,
prior to the opening for business with the public, obtain any and all permits,
licenses, approvals and/or certificates of occupancy for the lawful operation of
its business, and shall comply with all applicable laws, regulations and codes
and all rules and regulations of each and every department, bureau, body or
agency, or any governmental or quasi-governmental authority having jurisdiction
over the operation, occupancy, maintenance and use of the demised premises. If
Tenant fails, for any reason whatsoever, to obtain all licenses, approvals
and/or certificates of occupancy, or permits necessary for the operation of
Tenant's business, such failure shall not affect Tenant's obligations under this
Lease.
R29. Miscellaneous.
A. This Lease shall be construed without regard to any presumption or other
rule requiring construction against the party causing this Lease to be drafted.
B. Except as otherwise expressly provided in this Lease, each covenant,
agreement, obligation or other provision of this Lease on Tenant's or Owner's
part to be performed shall be deemed and construed as a separate and independent
covenant of such party, not dependent on any other provision of this Lease.
C. All terms and words used in this Lease, regardless of the number or
gender in which they are used, shall be deemed to include any other number and
any other gender as the context may require.
D. No remedy or election hereunder shall be deemed exclusive but shall,
whenever possible, be cumulative with all other remedies at law or in equity.
E. If any term, covenant, condition or provision of this Lease or the
application thereof to any circumstance or any person, firm or corporation shall
be invalid or unenforceable to any extent, the remaining terms, covenants,
conditions and provisions of this Lease shall not be affected thereby and each
remaining term, covenant, condition and provision of this Lease shall be valid
and shall be enforceable to the fullest extent
10
permitted by law.
F. The captions are inserted only as a matter of convenience and for
reference, and in no way define, limit or describe the scope of this Lease nor
the intent of any provision hereof.
R30. Tenants pay brokers Fee's.
[ILLEGIBLE]
-------------------------------
LANDLORD
/s/ Xxxxxx Xxxxxx
-------------------------------
TENANT
11
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STANDARD FORM OF LOFT LEASE
The Real Estate Board of New York, Inc.
----------------------------------------
Agreement of Lease, made as of this day of 1997, between
0 XXXXXX XXXXXX ASSOCIATES, LLC, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000
party of the first part, hereinafter referred to as OWNER, and
ACCUFACTS SCREENING INC., 0000 00xx Xxxxxx, Xxxxxxxx, XX 00000
party of the second part, hereinafter referred to as TENANT,
Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner
First Floor, Front Loft
in the building known as 000-000 Xxxxx Xxxxxx, a/k/a 0 Xxxxxx Xxxxxx, Xxx Xxxx,
XX
in the Borough of Manhattan, City of New York, for the term of three (3) (or
until such term shall sooner cease and expire as hereinafter provided) to
commence on the 1 day of April nineteen hundred and ninety seven, and to end on
the 31 day of March, two thousand and both dates inclusive, at an annual rental
rate of twenty six thousand four hundred ($26,400.00) dollars ($2,200.00 per
month)
which Xxxxxx 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 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 has hereinafter provided.
Occupancy: 2. Tenant shall use and occupy demised premises for general office
use (See Rider) and no other purpose
provided such use is in accordance with the certificate of occupancy for the
building, if any, and for no other purpose.
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 using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
at its expense, before making any alterations, additions, installations or
improvements obtain all permits, approval 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. Xxxxxx agrees to carry and will
cause Xxxxxx'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 Xxxxxx's expense, by payment or filing the bond required by law or otherwise.
All fixtures and all paneling, partitions, railings and like installations,
installed in the premises at any time, either by Tenant or by Owner on 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 demised 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 Xxxxxx'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 Xxxxxx at the end of the
term remaining in the premises after Xxxxxx's removal shall be deemed abandoned
and may, at the election of Owner, either be retained as Owner's property or
removed from the premises by Owner, at Xxxxxx's expense.
Repairs:
4. Owner shall maintain and repair the exterior of and the public portions
of the building. Tenant shall, throughout the term of this lease, take good care
of the demised premises including the bathrooms and lavatory facilities (if the
demised premises encompass the entire floor of the building) and the windows and
window frames and, the fixtures and appurtenances therein and at Xxxxxx's sole
cost and expense promptly make all repairs thereto and to the building. Tenant
shall also repair all damage to the building and the demised premises caused by
the moving of Tenant's fixtures, furniture or equipment. All the aforesaid
repairs shall be of quality or class equal to the original work or construction.
If Tenant fails, after ten days notice, to proceed with due diligence to make
repairs required to be made by Xxxxxx, the same may be made by the Owner at the
expense of Tenant, and the expenses thereof incurred by Owner shall be
collectible, as additional rent, after rendition of a bill or statement
therefor. If the demised premises be or become infested with vermin, Tenant
shall, at its expense, cause the same to be exterminated. Tenant shall give
Owner prompt notice of any defective condition in any plumbing, heating system
or electrical lines located in the demised premises and following such notice,
Owner shall remedy the condition with due diligence, but at the expense of
Tenant, if repairs are necessitated by damage or injury attributable to Tenant,
Xxxxxx's servants, agents, employees, invitees or licensees as aforesaid. Except
as specifically provided in Article 9 or elsewhere in this lease, there shall be
no allowance to the Tenant for a diminution of rental value and no liability on
the part of Owner by reason of inconvenience, annoyance or injury to business
arising from Owner, Tenants or others making or failing to make any 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 set
off 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. Xxxxxx agrees that
Xxxxxx's sole remedy at law in such instance will be by way of any action for
damages for breach of contract. The provisions of this Article 4 with respect to
the making of repairs shall not apply in the case of fire or other casualty with
regard to which Article 9 hereof shall apply.
Window Cleaning:
5. Tenant will not clean nor require, permit, suffer or allow any window in
the demised premises to be cleaned from the outside in violation of Section 202
of the New York State 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:
6. Prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter Tenant shall, at Tenant's sole cost and
expense, 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, or the 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's use or manner of use
thereof, or, with respect to the building, if arising out of Tenant's use or
manner of use of the demised premises of the building (including the use
permitted under the lease). Except as provided in Article 30 hereof, 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 shall no 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. 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 and 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. If by reason of failure to comply with the foregoing 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 Xxxxxx. In any action or proceeding wherein Owner and Tenant are
parties, a schedule or "make-up" or rate for the building or demised premises
issued by a 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 or 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 from time to time execute promptly any certificate that Owner may
request.
Tenant's Liability Insurance Property Loss, Damage, 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
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, ifs agents, servants or
employees; Owner or its agents shall not be liable for any damage caused by
other tenants or persons in, upon or about said building or caused by operations
in connection 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
attorney's fees, paid, suffered or incurred as a result of any breach by Xxxxxx,
Xxxxxx'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, Xxxxxx'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 reasons
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 and other items of additional 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 and other items of additional rent as
hereinafter expressly provided 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 (or sooner reoccupied in part by Tenant
then rent shall be apportioned as provided in subsection (b) above), 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, or 30 days after adjustment of
the insurance claim for such fire or casualty, whichever is sooner, 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
Owner'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
----------
[GRAPHIC OMITTED] Rider to be added if necessary.
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, including Owner's obligation to restore under
subparagraph (b) above, 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 with respect to
subparagraphs (b), (d) and (e) above, against the other or any one claiming
through or under each of them by way of subrogation or otherwise. The release
and waiver herein referred to shall be deemed to include any loss or damage to
the demised premises and/or to any personal property, equipment, trade fixtures,
goods and merchandise located therein. 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 benefiting from the waiver shall pay such premium
within ten days after written demand or shall be deemed to have agreed that the
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. Tenant shall have the right to make
an independent claim to the condemning authority for the value of Tenant's
moving expenses and personal property, trade fixtures and equipment, provided
Tenant is entitled pursuant to the terms of the lease to remove such property,
trade fixtures and equipment at the end of the term and provided further such
claim does not reduce Owner's 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 or the majority partnership interest of a
partnership 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 Xxxxxx, 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 Xxxxxx from obtaining the express consent in
writing of Owner to any further assignment or underletting.
Electric Current: [GRAPHIC OMITTED]
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 other 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 hereof 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 any portion of the building or which Owner may elect to perform in
the premises after Tenant's failure to make repairs or perform any work which
Tenant is obligated to perform under this lease, or for the purpose of complying
with laws, regulations and other directions of governmental authorities. Tenant
shall permit Owner to use and maintain and replace pipes and conduits in and
through the demised premise and to erect new pipes and conduits therein
provided, wherever possible, they are within walls or otherwise concealed. 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 mortgagees of the building, and during the
last six months of the term for the purpose of showing the same to prospective
tenants and may, during said six months period, place upon
the demised premises the usual notices "To Let" and "For Sale" which notices
Tenant shall permit to remain thereon without molestation. If Tenant is not
present to open and permit an entry into the demised 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 thereunder.
Vault, Vault Space, Area:
14. No Vaults, vault space or area, whether or not enclosed or covered, not
within the property line of the building is leased 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, if used by Xxxxxx,
whether or not specifically leased hereunder.
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. Xxxxxx 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 Xxxxxx agrees to accept the same subject to violations, whether or
not of record. If any governmental license or permit shall be required for the
proper and lawful conduct of Tenant's business, Tenant shall be responsible for
and shall procure and maintain such license or permit.
Bankruptcy:
16. (a) Anything elsewhere in this lease to the contrary notwithstanding,
this lease may be cancelled by Owner by 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 or 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 rental 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 becomes vacant or deserted "or if this lease be rejected under
Section 235 of Title 11 of the U.S. Code (bankruptcy code);" 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 Tenant shall make default with respect to any other lease between
Owner and Tenant; or if Tenant shall have failed, after five (5) days written
notice to redeposit with Owner any portion of the security deposited hereunder
which Owner has applied to the payment of any rent and additional rents due and
payable hereunder or failed to move into or take possession of the premises
within thirty (30) days after the commencement of term of this lease, of which
fact Owner shall be the sole judge; then in any one or more of such events, upon
Owner serving a written fifteen (15) days notice upon Tenant specifying the
nature of said default and upon the expiration of said fifteen (15) 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 fifteen (15) day period, and if Tenant
shall not have diligently commenced during such default within such fifteen (15)
days 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
five (5) days' notice of cancellation of this lease upon Tenant, and upon the
expiration of said five (5) days this lease and the term thereunder shall end
and expire as fully and completely as if the expiration of such five (5) day
period were the day 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 other wise, (a) the rent, and additional 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, (c) Tenant or
the legal representative 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
subsequent 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,
reasonable 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 judgment,
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.
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, after notice if
required and upon expiration of any applicable grace period if any, (except in
an emergency), 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 reasonable attorney's fees, in instituting,
prosecuting or defending any action or proceedings, and prevails in any such
action or proceeding, then Xxxxxx will reimburse Owner for such sums so paid or
obligations incurred with interest and costs. 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 ten (10) days of rendition of any bill
or statement to Tenant therefor. If Xxxxxx'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 therefore 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 Tenant 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
any controls of the manner of access to the building by Xxxxxx'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 it is erected or the demised premises, the rents, leases, expenses of
operation or any other matter or thing affecting or related to the demised
premises or the building except as herein expressly set forth and no rights,
easements or licenses are acquired by Tenant by implication or otherwise except
as expressly set forth in the provisions of this lease. Xxxxxx has inspected the
building and the demised premises and is thoroughly acquainted with their
condition and agrees to take the same "as is" on the date possession is tendered
and acknowledges that the taking of 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 from the demised premises. 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 Xxxxxx'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 34
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 if Owner has not completed any work required to be performed by
Owner, 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 Xxxxxx is not responsible for Owner's inability to obtain
possession or complete any work required) until after Owner shall have given
Tenant notice that Owner is able to deliver possession in the condition required
by this lease. 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 possession and/or occupancy shall be deemed to be
under all the terms, covenants, conditions and provisions of this lease, except
the obligation to pay the fixed annual rent set forth in page one of this lease.
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 redress for violation of, or to insist
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. All checks tendered to owner as and for the
rent of the demised premises shall be deemed payments for the account of Tenant.
Acceptance by Owner of rent from anyone other than Tenant shall not be deemed to
operate as an attornment to owner by the payor of such rent or as a consent by
Owner to an assignment or subletting by Tenant of the demised premises to such
payor, or as a modification of the provisions of this lease. 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, Xxxxxx'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 proceeding or action for
possession including a 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 except for statutory
mandatory counterclaims.
Inability 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
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment,
fixtures or other materials if Owner is prevented or delayed from doing so by
reason of strike or labor troubles or any cause whatsoever beyond Owner's sole
control including, but not limited to, government preemption or restrictions 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 which have been
or are affected, either directly or indirectly, by war or other emergency.
Bills and Notices:
28. Except as otherwise in this lease provided, a bill statement, notice or
communication which Owner may desire or be required to give to Tenant, shall be
deemed sufficiently given or rendered if, 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 bill 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.
Water Charges:
29. If Tenant requires, uses or consumes water for any purpose in addition
to ordinary lavatory purposes (of which fact Tenant constitutes Owner to be the
sole judge) Owner may install a water meter and thereby measure Tenant's water
consumption for all purposes. Tenant shall pay Owner for the cost of the meter
and the cost of the installation, thereof and throughout the duration of
Xxxxxx's occupancy Tenant shall keep said meter and installation equipment in
good working order and repair at Tenant's own cost and expense in default of
which Owner may cause such meter and equipment to be replaced or repaired and
collect the cost thereof from Tenant, as additional rent. Tenant agrees to pay
for water consumed, as shown on said meter as and when bills are rendered, and
on default in making such payment Owner may pay such charges and collect the
same from Tenant, as additional rent. Tenant covenants and agrees to pay, as
additional rent, the sewer rent, charge or any other tax, rent, levy or charge
which now or hereafter is assessed, imposed or a lien upon the demised premises
or the realty of which they are part pursuant to law, order or regulation made
or issued in connection with the use, consumption, maintenance or supply of
water, water system or sewage or sewage connection or system.
Sprinklers:
30. Anything elsewhere in this lease to the contrary notwithstanding, if
the New York Board of Fire Underwriters or the New York Fire Insurance Exchange
or any bureau, department or official of the federal, state or city government
recommend or require the installation of a sprinkler system or that any changes,
modifications, alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's business,
or the location of partitions, trade fixtures, or other contents of the demised
premises, or for any other reason, or if any such sprinkler system
installations, modifications, alterations, additional sprinkler heads or other
such equipment, become necessary to prevent the imposition of a penalty or
charge against the full allowance for a sprinkler system in the fire insurance
rate set by any said Exchange or by any fire insurance company, Tenant shall, at
Tenant's expenses, promptly make such sprinkler system installations, changes,
modifications, alterations, and supply additional sprinkler heads or other
equipment as required whether the work involved shall be structural or
non-structural in nature. Tenant shall pay to Owner as additional rent the sum
[GRAPHIC] of $_________, on the first day of each month during the term of this
lease, as Xxxxxx's portion of the contract price for sprinkler supervisory
service.
Elevators, Heat, Cleaning:
31. As long as Tenant is not in default under any of the covenants of this
lease beyond the applicable grace period provided in this lease for the curing
of such defaults, Owner shall: (a) provide necessary passenger elevator
facilities on business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m.
to 1 p.m.; (b) if freight elevator service is provided, same shall be provided
only on regular business days Monday through Friday inclusive, and on those days
only between the hours of 9 a.m. and 12 noon and between 1 p.m. and * p.m.; (c)
furnish heat, water and other services supplied by Owner 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
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[GRAPHIC] Space to be filled in or deleted.
*4:30
a.m. to 1 p.m.; (d) clean the public halls and public portions of the building
which are used in common by all tenants. Tenant shall, at Tenant's expense, keep
the demised premises, including the windows, clean and in order, to the
reasonable satisfaction of Owner, and for that purpose shall employ the person
or persons, or corporation approved by Owner. Tenant shall pay to Owner the cost
of removal of any of Tenant's refuse and rubbish from the building. Bills for
the same shall be rendered by Owner to Tenant at such time as Owner may elect
and shall be due and payable hereunder, and the amount of such bills shall be
deemed to be, and be paid as, additional rent. Tenant shall, however, have the
option of independently contracting for the removal of such rubbish and refuse
in the event that Xxxxxx does not wish to have same done by employees of Owner.
Under such circumstances, however, the removal of such refuse and rubbish by
others shall be subject to such rules and regulations as, in the judgment of
Owner, are necessary for the proper operation of the building. Owner reserves
the right to stop service of the heating, elevator, plumbing and electric
systems, when necessary, by reason of accident, or emergency, or for repairs,
alterations, replacements or improvements, in the judgment of Owner desirable or
necessary to be made, until said repairs, alterations, replacements or
improvements shall have been completed. If the building of which the demised
premises are a part supplies manually operated elevator services, Owner may
proceed diligently with alterations necessary to substitute automatic control
elevator service without in any way affecting the obligations of Tenant
hereunder.
Security:
SEE RIDER
Captions:
33. The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this lease nor
the intent of any provision thereof.
Definitions:
34. The term "Owner" as used in this lease means only the owner of the fee
or of the leasehold of the building, or the mortgagee in possession, for the
time being of the land and building (or the owner of a lease of the building or
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 "rent"
includes the annual rental rate whether so expressed or expressed in monthly
installments, and "additional rent." "Additional rent" means all sums which
shall be due to Owner from Tenant under this lease, in addition to the annual
rental rate. The term "business days" as used in this lease, shall exclude
Saturdays, Sundays and all days observed by the State or Federal Government as
legal holidays and those designated as holidays by applicable building service
union employees service contract or by the applicable Operating Engineers
contract with respect to HVAC service. Wherever it is expressly provided in this
lease that consent shall not be unreasonably withheld, such consent shall not be
unreasonably delayed.
Adjacent Excavation-Shoring:
35. 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 persons 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:
36. Tenant and Xxxxxx's servants, employees, agents, visitors, and
licensees shall observe faith fully, and comply strictly with, the Rules and
Regulations annexed hereto 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 fifteen (15) days
after the 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.
Glass:
37. Owner shall replace, at the expense of the Tenant, any and all plate
and other glass damaged or broken from any cause whatsoever in and about the
demised premises. Owner may insure, and keep insured, at Xxxxxx's expense, all
plate and other glass in the demised premises for and in the name of Owner.
Bills for the premiums therefor shall be rendered by Owner to Tenant at such
times as Owner may elect, and shall be due from, and payable by, Tenant when
rendered, and the amount therefor shall be deemed to be, and be paid, as
additional rent.
Estoppel Certificate:
38. Tenant, at 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 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 rent have been paid, and stating whether or not there exists any
default by Owner under this Lease, and , if so, specifying each such default.
Directory Board Listing:
39. If, at the request of and as accommodation to Tenant, Owner shall place
upon the directory board in the lobby of the building, one or more names of
persons other than Tenant, such directory board listing shall not be construed
as the consent by Owner to an assignment or subletting by Tenant to such person
or persons.
Successors and Assigns:
40. 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. Tenant shall look only to Owner's estate
and interest in the land and building for the satisfaction of Xxxxxx's remedies
for the collection of a judgement (or other judicial process) against Owner in
the event of any default by Owner hereunder, and no other property or assets of
such Owner (or any partner, member, officer or director thereof, disclosed or
undisclosed), shall be subject to levy, execution or other enforcement procedure
for the satisfaction of Xxxxxx's remedies under or with respect to this lease,
the relationship of Owner and Tenant hereunder, or Xxxxxx's use and occupancy of
the demised premises.
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[GRAPHIC] Space to be filled in or deleted.
SEE RIDER ATTACHED HERETO AND MADE A PART HEREOF
In Witness Whereof, Owner and Xxxxxx have respectively signed and sealed this
lease as of the day and year first above written.
Witness for Owner: 0 XXXXXX XXXXXX ASSOCIATES, LLC [CORPORATE SEAL]
------------------------------------------------
[L.S.]
---------------------------------- ------------------------------------------------
By:
Witness for Tenant ACCUFACTS SCREENING INC. [CORPORATE SEAL]
------------------------------------------------
[L.S.]
---------------------------------- ------------------------------------------------
By: Xxxxxx Xxxxxx, Pres.
