LEASE
This lease is made and entered into as of the 23 day of October
2000, by and between LUCKY MANAGEMENT, CORP. (landlord) and GAMING
VENTURE CORP., U.S.A. (Tenant),
WITNESSETH:
For and in consideration of the rental and the covenants hereinafter
set forth to be kept and performed by Tenant, Landlord hereby leases to
Tenant and Tenant hereby leases from Landlord the "Leased Premises"
(described on Exhibit A hereto) for the term, at the rental and subject
to and upon all of the terms, covenants and agreements hereinafter set
forth.
A. LANDLORD: LUCKY MANAGEMENT
B. TENANT: GAMING VENTURE CORP., U.S.A.
C. LEASED PREMISES:
The leased Premises contains 2,000 square feet occupied by Tenant
located in the building (the "Building) located at 000 Xxxxxxx Xxxx,
in the city of Paramus, Bergen County, New Jersey.
D. LEASE TERM:
Sixty (60) months commencing on January 1, 2001 and ending on
December 31, 2005.
E. BASE RENT:
$2.000 per month.
F. SECURITY DEPOSIT
None
G. ADDRESSES FOR NOTICES AND PAYMENT OF RENT AND CHARGES:
TO LANDLORD:
Lucky Management Corp.
000 Xxxx Xxxxxx
Xxx 00
Xxxx Xxx, XX 00000
TO TENANT:
Gaming Venture Corp., U.S.A.
801Pascack Road
Paramus, NJ 07652
H. USE OF PREMISES:
Tenant shall be permitted to use and occupy the Leased Premises
for general office purposes.
BASIC LEASE TERMS
1. Leased Premises.
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1.1 Grant of Leased Premises. Landlord hereby leases to Tenant and
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Tenant hereby leases from Landlord the Leased Premises described in
paragraph C of the Summary of Basic Lease Terms.
1.2 Office Building. The Leased Premises is located in the
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Building. Tenant's use and occupancy of the Leased Premises shall
include the use, in common with others, of the Common Areas described
in Article 12 but excepting therefrom and reserving unto Landlord the
exterior faces of all exterior walls, the roof and the right to
install, use and maintain where necessary in the Leased Premises all
pipes, duct work, conduits and utility lines through hung ceiling
spaces, partitions, beneath the floor or through other parts of the
Leased Premises, and further subject to all present easements,
restrictions and agreements affecting the Building.
1.3 Construction By Tenant. Tenant shall be permitted to prepare
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the Leased Premises for occupancy. Such preparation shall include
reasonable non-structural improvements to the Leased Premises as are
approved by Landlord in writing. Prior to commencing any construction
activities, Tenant shall submit detailed plans of the proposed
improvements to Landlord for Landlord's approval. Landlord's failure
to deliver written objection to any such plans writing twenty (20) days
of receipt of such plans shall be deemed an approval to such plans.
All construction performed by Tenant shall be performed in a first-
class workmanlike manner and shall be performed in accordance with all
applicable State and municipal laws, regulations, codes and ordinances.
2. Term.
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2.1 Basic Terms. The term of this Lease shall be for the period of
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five years commencing and ending on the dates set forth in paragraph D
of the Summary of Basic Lease Terms.
2.2 Definition of Term. For the purposes of this Lease the word
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"Term" shall include the Basic Term and any agreed extension thereof.
3. Rent.
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3.1 Base Rent. Tenant agrees to pay to Landlord, by regular check,
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promptly when due, without notice or demand, as rent for the Leased
Premises, the Base Rent set forth in paragraph E of the Summary of
Basic Lease Terms for each and every month during the Lease Term. The
first installment of rent shall be due on January 2, 2001.
3.2 Place of Payments. All Rent payable hereunder, as well as
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other amounts payable by Tenant to Landlord under the terms of this
Lease, shall be paid as set forth in paragraph G of the Summary of
Basic Lease Terms, or at such other place as Landlord may from time to
time designate, in lawful money of the United States.
4. Condition of Leased Premises.
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Tenant hereby agrees that by taking possession of the Leased Premises
it is acknowledging that the Leased Premises is in a clean and good
operating condition on the date of possession.
5. Use.
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5.1 Permitted Use. Tenant shall use the Leased Premises solely for
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those purposes set forth in paragraph H of the Summary of Basic Lease
Terms and shall not permit the Leased Premises to be used for any other
purposes.
5.2 Compliance with Laws. Tenant shall at its sole cost and expense
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promptly comply with all applicable laws, statutes, ordinances, rules,
regulations, orders and requirements in effect during the Term
regulating the use or occupancy of the Leased Premises, including all
regulations governing the disposal of chemical waste and recyclable
materials and including the requirements of any board of fire
underwriters or other similar body now or hereafter constituted.
5.3 Insurance Cancellation. Tenant shall not do nor permit anything
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to be done on or about the Leased Premises which may in any way cause
cancellation or increase the existing rate of any insurance policy
covering the Building or any of its contents, or cause cancellation of
any such insurance policy. If any such action shall increase the rate
of any such policy, Tenant shall pay the amount of such increase.
6. Utilities and Services.
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6.1 Utilities. Tenant shall pay for all gas, electricity, and
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telephone used on or from the Leased Premises, including without
limitation, Tenant's percentage share for the use of Tenant's pro rata
portion of such utilities which are not separately metered. Landlord
shall provide reasonable back-up for any utilities which are not
separately metered.
6.2 Operation of Services. Tenant shall not make alterations or
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additions to the Leased Premises, or install any equipment or machinery
which would affect the heating and air conditioning system of the
Building, without Landlord's prior written consent.
6.3 Interruption of Services. Landlord may, with notice to Tenant,
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or without notice in case of emergency, cut off and discontinue
services when such discontinuance is necessary in order to make repairs
or alterations and Landlord shall diligently perform such repair or
alteration. If the Leased Premises are rendered unusable for their
intended purpose as a result of such failure, interruption or reduction
by Landlord for a continuous period of ten (10) business days and
Tenant is reasonably unable to occupy the Leased Premises as a result
thereof, the Base Rent shall thereafter xxxxx until Tenant is
reasonably able to occupy the Leased Premises or services are restored,
whichever first occurs.
7. Maintenance, Repairs and Alterations.
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7.1 Landlord's Obligation. Landlord shall maintain the structural
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integrity of the foundations, exterior roof and exterior walls
(excluding the interior surface of exterior walls) of the Building,
except that Tenant shall bear the cost of all repairs t the Leased
Premises and the Building which become necessary by reason of
negligence or misuse by Tenant. Landlord shall be responsible for
replacement and repair of all windows, doors and plate glass which are
the result of improper construction or installation. Except for
Tenant's obligation as provided in the following section, Landlord
shall make all other repairs, provide general maintenance and furnish
such limited janitorial services as Landlord deems reasonably necessary
for the operation of the Building.
7.2 Tenant's Obligations. Throughout the term of this Lease,
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Tenant shall exercise due care in the use and occupancy of the Leased
Premises and the Building and shall, at its expense, repair all damage
thereof with materials and workmanship of the same character, kind and
quality as the original. Tenant, at Tenant's expense, shall provide
for all special or additional maintenance services, including waste
disposal service, or replacement required by Tenant's special use of
the Leased Premises. Tenant will not bring into the Building or permit
the placing within the Building of equipment or property exceeding the
floor loads of the Building.
7.3 Notification to Landlord. Tenant agrees to notify promptly
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Landlord or its representative of any accidents or defects in the
Building of which Tenant becomes aware, including defects in pipes,
electric wiring and heating, ventilation and air conditioning equipment
or conditions which may cause injury or damage to the Building or any
person therein.
7.4 Surrender of Leased Premises. Upon the expiration or sooner
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termination of the Lease Term, Tenant agrees to quit and surrender the
Leased Premises, broom-clean, in good condition and repair, ordinary
wear and tear excepted, together with all keys and lighting fixtures
and equipment at any time made or installed in, upon or to the interior
or exterior (except personal property and trade fixtures put in at
Tenant's expense) all of which shall thereupon become the property of
Landlord, but the surrender of such property to Landlord shall not be
deemed to be a payment of Rent or in lieu of any Rent reserved
hereunder. Before surrendering the Leased Premises, Tenant shall
remove all of Tenant's personal property and trade fixtures. If
Tenant's shall fail to remove any of Tenant's personal property and
trade fixtures, then at the option of Landlord shall have the right to
remove and store said property, at the expense of Tenant, without
further notice to or demand upon Tenant and hold Tenant responsible for
any and all charges and expenses incurred by Landlord therefore.
8. Alterations and Additions.
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8.1 Landlord's Consent Required. Tenant shall not make any
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structural alterations or additions to the Leased Premises without
first obtaining Land1ord's written consent which consent shall not be
unreasonably withheld. Tenant shall cause any such structural
alteration approved by Landlord to he done promptly and in good and
workmanlike manner in accordance with the plans and specifications
submitted to and approved by Landlord and such reasonable rules and
regulations as may be established by Landlord. All work shall be
performed in accordance with applicable building codes and governmental
regulations. Tenant shall not be required to obtain Landlord's consent
for any non-structural repairs, improvements or alterations.
8.2 Payment for Work. All costs of any work performed by at
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the insistence of Tenant shall be paid promptly by Tenant so as to
avoid the assertion of any mechanic's and/or materialmen's liens.
Within thirty (30) calendar days after receipt of notice thereof,
Tenant shall discharge, by bonding, payment or other means acceptable
to Landlord, any mechanic's lien filed against the Leased Premises or
the Building resulting from material or labor furnished or performed at
the instance or request of Tenant. If the lien is not discharged
within said thirty (30) calendar day period, Landlord shall have the
right, but not the obligation, to discharge said lien by payment,
bonding or otherwise, and the costs and expenses to Landlord of
obtaining such discharge shall be paid to Landlord by Tenant on demand
as additional rent.
8.3 Signage. Tenant may install signs in the Leased Premises
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which are visible from outside the Leased Premises only with Landlord's
consent, which consent shall not unreasonably be withheld.
9. Insurance.
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9.1 Tenant's Insurance. Tenant shall at all times during the
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term and at its own cost and expense, procure and maintain in force
worker's compensation insurance and bodily injury liability and
property damage and contractual liability insurance against liability
for injury or death of any person in connection with the use, operation
or condition of the Leased Premises. The limits of any such insurance
shall not limit the liability of Tenant. Tenant shall at all times
during the term hereof, at its cost and expense, maintain in effect
policies of insurance covering its fixtures, equipment and leasehold
improvements installed by Tenant located on the Leased Premises, in the
amount of their full replacement value, providing protection against
any peril included in the classification of all risk coverage,
including without limitation, fire, sprinkler leakage and flood and
vandalism and malicious mischief on a one hundred percent (100%)
replacement cost basis covering all contents, merchandise, inventory,
equipment, floor covering, fixtures and improvements and such other
portion of the Leased Premises which Landlord is not responsible for
restoring.
9.2 Landlord's Insurance. Landlord shall procure and maintain,
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during the term of this Lease, fire and extended coverage insurance on
the Building and leasehold improvements (to the extent of the cost
thereof paid by Landlord) in amounts of not less than one hundred
percent (100%) of the replacement value (exclusive of foundations, and
improvements which Tenant is required to insure). Landlord will also,
throughout the term hereof, carry public liability and property damage
insurance with respect to the operation of the Building. Tenant shall
have no right to any portion of the proceeds of any insurance carried
by Landlord.
9.3 Form of Policies. All insurance required to carried by Tenant
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hereunder shall be with companies licensed to underwrite insurance
within the State of Nevada, naming Landlord, any persons, firms or
corporations designated by Landlord, and any mortgagee of the Building
of whose identity Tenant has been notified, as additional insureds.
Copies of all such policies or certificates issued by the insurance
company evidencing the existence and amounts of such policies shall be
delivered to Landlord upon request. No such policy shall be
cancelable, or subject to modification except after ten (10) calendar
days; prior written notice to Landlord and any mortgagee required to be
named thereunder.
10. Indemnity.
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10.1 Indemnification of Landlord. To the extent that Landlord is
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not otherwise covered by insurance, Tenant shall indemnify and hold
Landlord harmless from and against any and all losses, claims and
damages arising from Tenant's use of the Leased Premises or the
Building or the conduct of its business or from any act or omission to
act, activity, work or thing done, permitted or suffered by Tenant its
employees, agents, customers, or invitees in or about the Leaded
Premises, and shall further indemnify and hold Landlord harmless from
and against any and all claims arising from any breach or default in
the performance of any obligation of Tenant to be performed under the
terms of this Lease, or arising from any act or omission of Tenant or
any of its agents. licensees or sublessees, contractors or employees,
invitees or customers and from and against all costs, attorneys' fees,
expenses and liabilities incurred in connection therewith.
10.2 Indemnification of Tenant. To the extent that Tenant is not
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otherwise covered by insurance, Landlord shall indemnify and hold
Tenant harmless from and against any and all losses, claims and damages
arising from any act or omission to act, activity, work or thing done,
permitted or suffered by Landlord its employees, agents, customers, or
invitees in or about the Leaded Premises, and shall further indemnify
and hold Tenant harmless from and against any and all claims arising
from any breach or default in the performance of any obligation of
Landlord to be performed under the terms of this Lease, or arising from
any act or omission of Landlord or any of its agents, licensees or
sublessees, contractors or employees, invitees or customers and from
and against all costs, attorneys' fees, expenses and liabilities
incurred in connection therewith.
10.3 Indemnification of Other Tenants. Tenant shall indemnify and
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save harmless all other tenants of the Building from any loss or damage
caused to the Building owing to the leakage or escape of water, gas or
other substance from any pipes, machinery or equipment installed by
Tenant, its agents or employees, whether or not approval has been
granted by Landlord.
11. Damage, Destruction and Business Interruption.
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11.1 Repair of Damage to Leased Premises. If the Leased Premises of
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the Building are damaged by fire or other insured casualty and the
insurance proceeds have been made available therefore by the holder or
holders or any mortgages encumbering the Building, the damage shall be
repaired by and at the expense of Landlord to the extent of such
insurance process available therefore, provided such repairs can, in
Landlord's sole opinion, be completed within sixty (60) calendar days
after the occurrence of such damage without the payment of overtime or
other premiums. Until such repairs are completed, Rent shall be
abated in proportion to the part of the Leased Premises which is
unusable by Tenant in the conduct of its business (but there shall be
no abatement of Tent by reason of any portion of the Leased Premises
being unusable for a period equal to ten (10) business days or less).
If repairs cannot be completed with such sixty (60_ calendar days,
Tenant shall have the right by notice given to Landlord within ten (10)
days after Landlord's determination, to cancel this Lease as of the
date of the occurrence of such damage and, if Tenant does not so
cancel, Landlord may at its option make the repairs within a reasonable
time and in such event, this Lease shall continue in effect and Rent
shall be abated, if at all, in the manner provided above; however, if
Landlord elects not to make such repairs, then either party may, by
written notice to the other within thirty (30) calendar days after such
election, cancel this Lease as of the date of the occurrence of such
damage.
11.2 Building Damage. If the Building throughout shall be injured
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or damaged, whether by fire or otherwise (though the Leased Premises
may not be affected, or if affected, can be repaired within sixty (60)
calendar days) and within thirty (30) calendar days after the happening
of such injury Landlord shall decide not to reconstruct or rebuild the
Building, then, notwithstanding anything contained herein to the
contrary, upon notice in writing to that effect given by Landlord to
Tenant within said thirty (30) calendar days, Tenant shall pay the Rent
properly apportioned up to the date on which Tenant no longer uses and
occupies the Leased Premises, this Lease shall terminate as of such
date, and both parties hereto shall be freed and discharged of all
further obligations hereunder.
11.3 Application of Insurance Proceeds. Notwithstanding anything
---------------------------------
herein contained to the contrary, if the holder of any indebtedness
secured by a mortgage covering the Building requires that the insurance
proceeds be applied to such indebtedness, then Landlord shall have the
right to terminate this Lease by delivering written notice of
termination to Tenant within thirty (30) calendar days after such
requirement is made by any such holder, whereupon Landlord shall pay to
Tenant Tenant's cost for improvements to the Leased Premises, Tenant
shall pay the Rent, properly apportioned up to the date of termination
pursuant to such written notice and all other payments due hereunder,
this Lease shall terminate as of such date, and both parties hereto
shall be freed and discharged of all further obligations hereunder.
12. Common Area.
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12.1 Definition. The term "Common Areas" means all areas and
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facilities outside the Leased Premises that are part of the Building
provided and designated for the common use and convenience of Xxxxxxx
and other tenants of the Building, their respective officers, agents,
employees, customers and invitees. Common Areas include, but are not
limited to, corridors, lobbies, pedestrian sidewalks, stairways,
landscaped areas, drinking fountains and rest rooms on multi-tenant
floors, elevators and shipping and receiving areas of the Building,
parking areas, private streets and lighting or utilities.
12.2 Maintenance. Landlord will maintain, operate and repair (or
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cause others to do so) all of the Common Areas and keep the same in
clean and sightly condition, during the tem of this Lease. Landlord
shall have the right to adopt and promulgate reasonable rules and
regulations from time to time concerning the Common Areas generally
applicable to tenants and occupants of parking areas, if any,
designated exclusively for customers of the Building. For the purpose
of maintenance and repair, or to avoid any involuntary taking or to
prevent the public from obtaining prescriptive rights, Landlord my
temporarily close portions of the Common Areas, and such action shall
not be deemed an eviction of Tenant or a disturbance of Tenant's use of
the Leased Premises.
12.3 Tenant's Rights and Obligations. Landlord grants to Tenant,
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during the term of this Lease, the non-exclusive right and license to
use, for the benefit of Tenant and its officers, agents, employees,
customers and invitees, in common with others entitled to such use, the
Common Area as they from time to time exist, subject to the rights and
privileges of Landlord reserved herein. Tenant shall not ay any time
interfere with the rights of Landlord and others entitled to use any
part of the Common Area, and shall not store, permanently or
temporarily, any material, supplies or equipment in the Common Areas.
12.4 Changes to Common Areas. Landlord, after delivery of
-----------------------
reasonable notice to Tenant, shall have the right at any time during
the term to change, alter, remodel, reduce or improve the Common Areas,
drains, pipes, heating and air conditioning apparatus or any other part
of the Building, except the leased Premises, without compensation to
Tenant provided that no such activities shall unreasonable interfere
with the conduct of business by Tenant. For such purposes, Landlord
may, if necessary, enter, pass through and work upon the Leased
Premises; provided that Landlord shall carry out such work diligently
and reasonably.
13. Subletting.
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13.1 No Subletting or Assignment. Tenant shall not sublet, or
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advertise or offer to sublet or sublease, all or any part of the Leased
Premises, nor assign, convey or mortgage this Lease or any interest
herein, without the prior written consent of Landlord, which consent
may be granted or refused in the sole discretion of Landlord.
13.2 Subletting and Assignment Defined. A sale by Tenant of
---------------------------------
substantially all of its assets, a merger of Tenant with another
corporation, or the transfer of fifty percent (50%) or more of the
beneficial ownership of the stock in a corporate tenant shall
constitute a prohibited assignment hereunder. Consent by Landlord to
any one assignment or subletting shall not in any way be construed as
relieving Tenant from obtaining Landlord's express written consent to
any further assignment or subletting.
13.3 Documentation. All documents utilized by Tenant to evidence
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any subletting or assignments to which Landlord may consent shall be
subject to prior written approval by Landlord or its counsel. Tenant
shall submit all financial statements and information for the proposed
sublessee or assignee as requested by Landlord. Tenant shall pay all
Landlord's costs and expenses, including reasonable attorneys' fees,
incurred in determining whether or not to consent to any requested
subletting or assignment and in reviewing and approving such
documentation; provided, however, that no such costs or expenses shall
be payable if no modification to this Lease is required.
14. Tenant's Default.
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14.1 Default. If default shall be made in the payment of any sum to
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be paid by Tenant under this Lease, and such default shall continue for
five (5) calendar days, or default shall be made in the performance of
any of the other covenants or conditions which Tenant is required to
observe and to perform, and such default shall continue for fifteen
(15) calendar days after written notification of such other default by
Landlord, or if the interest of Tenant under this Lease shall be levied
upon under execution or other legal process, of if any petition shall
be filed by or against Tenant to declare Tenant a debtor under the
Federal Bankruptcy Code, for the reorganization or rehabilitation of
Tenant or to delay, reduce or modify Tenant's debts or obligations, or
if any petition shall be filed or other action taken to reorganize or
modify Tenant's capital structure if tenant is a corporation or other
entity, or if Tenant be declared insolvent according to law, or if any
assignment of Tenant's property shall be made for the benefit of
creditors, or if a receiver or trustee is appointed for Tenant or
Tenant's property, then Landlord may treat the occurrence of any one or
more of the foregoing events as a default under this Lease (provided
that no such levy, lien, execution, legal process or petition filed
against Tenant shall constitute a default under this lease if Tenant
shall diligently contest the same by appropriate proceeding and shall
remove or vacate the same within twenty (20) calendar days from the
date of its creation, service or filing).
14.2 Remedies. In the event of a default under this Lease by
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Tenant, Landlord shall have all of the following remedies, in addition
to all rights and remedies provided at law or in equity:
14.2.1 Termination of Lease. Landlord may terminate this Lease
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and forthwith repossess the Leased Premises and be entitle to recover
as damages a sum of money equal to the total of (i) the cost of
recovering the Leased Premises, including Landlord's attorneys' fees;
(ii) the unpaid Rent earned at the time of termination, plus interest
thereon at the rate of twelve percent (12%) per annum from the due
date; (iii) the balance of the Rent for the remainder of the Lease Term
less the reasonable rental value; and (iv) damages for the wrongful
withholding of the Leased Premises by Tenant.
14.2.2 Repossession without Termination. Landlord may retake
--------------------------------
possession of the Leased Premises and shall have the right but not the
obligation, without being deemed to have accepted a surrender thereof,
and without terminating this Lease, to relet the same for the remainder
of the Lease Term provided for herein upon terms and conditions
satisfactory to Landlord; and if the Rent received through such
reletting does not at least equal the Base Rent provided for herein,
Tenant shall pay and satisfy any deficiency between the amount of the
Rent so provided for and that received through reletting; and, in
addition, Tenant shall pay all reasonable expenses incurred in
connection with any such reletting, including, but not limited to, the
cost of renovation, altering and decorating for an occupant and leasing
commissions paid to any real estate broker or agent and attorneys' fee
incurred.
14.3 No Waiver. No failure by Landlord to insist upon the strict
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performance of any agreement, term, covenant or condition hereof or to
exercise any right or remedy consequent upon a breach thereof, and no
acceptance of full or partial Rent, additional rent or other payment
during the continuance of any such breach, shall constitute or be
implied as a waiver of any such breach or of any such agreement, term,
covenant or condition. No agreement, term, covenant or condition
hereof to be performed or complied with by Tenant, and no breach
thereof, shall be waived, altered or modified except by written
instrument executed by Landlord. No waiver of any breach shall affect
or alter this Lease, but each and every agreement, term, covenant or
condition hereof shall continue in full force and effect with respect
to any other than existing or subsequent breach thereof.
Notwithstanding any termination of this Lease, the same shall continue
in full force and effect as to any provisions which require observance
or performance by Landlord or Tenant subsequent to such termination.
14.4 Bankruptcy. Nothing contained in this Article 14 shall limit
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or prejudice the right of Landlord to prove and obtain as liquidated
damages in any bankruptcy, insolvency, receivership, reorganization or
dissolution proceeding, an amount equal to the maximum allowed by any
statute or rule of law governing such a proceeding and in effect at the
time when such damages are to be proved, whether or not such amount be
greater or equal to the amounts recoverable, either as damages or Rent,
referred to in any of the proceeding provisions of this paragraph.
15. Quiet Environment
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15.1 Covenant of Quiet Environment. Landlord agrees that Tenant,
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upon paying Rent and other monetary sums due under this Lease and
performing the covenants and conditions of this Lease, may quietly
have, and hold and enjoy the Leased Premises during the term hereof,
subject, however, to the provisions herein. Landlord agrees to make
best efforts to protect Tenant from interference or disturbance by
other tenants; however, Landlord shall not be liable for any
interference or disturbance caused by other tenants or third parties,
nor shall Tenant be released from any of its obligations under this
Lease because of such interference or disturbance; provided, however,
that if Tenant is prevented from doing business by interference or
disturbance by other tenants or occupants of the Building and Landlord
is not able to xxxxx the interference or disturbance within sixty (60)
days after Tenant has given landlord notice of the interference or
disturbance, then Tenant shall have the right to cancel this Lease
16. General Provisions.
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16.1 Captions. Article and paragraph captions are for convenience
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only and are not a part of this Lease and shall not be used for
interpretation or construction of this Lease.
16.2 Time of Essence. Time is of the essence of this Lease.
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16.3 Severability. The invalidity of any provision of this Lease,
------------
as determined by a court of competent jurisdiction, shall in no way
affect the validity of any other provision hereof.
16.4 Modification for Mortgage. If any lending institution with
-------------------------
whom Landlord negotiated or shall hereafter negotiate for interim,
standby or permanent financing for the Building shall require a
modification of this Lease as a condition to providing such financing,
Landlord shall provide written notice of the requirement to Tenant and
Tenant agrees within thirty (30) calendar days to make any such
modification so long as it does not materially alter any of Tenant's
obligations hereunder. If Tenant unreasonably fails or refuses to make
such modification within said thirty (30) calendar day period this
Lease may, at Landlords sole option, be terminated by Landlord as of
the date set forth in a written notice from Landlord to Tenant, which
date shall in no event by fewer than ninety (90) calendar days
following such notice.
16.5 Entire Agreement. This Lease, along with any exhibits or
----------------
attachments hereto, constitutes the entire agreement between the
parties relative to the Leased Premises and there are no oral
agreements or representations between the parties with respect to the
subject matter hereof. This Lease supersedes and cancels all prior
agreements and understandings with respect to the subject matter
hereof. This Lease may be modified only in a writing, signed by the
parties in interest at the time of modification.
16.6 Recording. This Lease shall not be recorded and any
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recordation shall be a default under this Lease.
16.7 Binding Effect: Choice of Law. Subject to any provision hereof
-----------------------------
restricting assigning or subletting by Tenant and subject to the
provisions for the transfer of Landlord's interest, this Lease shall be
binding upon and inure to the benefit of the parties, their successors
and assigns. This Lease shall be governed by the laws of the State of
Nevada.
16.8 Entry by Landlord. After reasonable notice delivered to
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Tenant, Landlord and its agents shall have the right to enter and
inspect the Leased Premises at reasonable times for the purpose of
examining and ascertaining the condition of the Leased Premises or
inspecting the same, to supply limited janitorial services and any
other services to be provided by Landlord hereunder, and make such
alterations, repairs, deliveries, improvements or additions to the
Leased Premises or to the Building as Landlord may deem necessary or
desirable. If Tenant shall no be personally present to open and permit
any entry into the Leased Premises at any time when such entry by
Landlord is necessary, Landlord may enter by means of a master key
without liability to Landlord and without affecting this Lease.
16.9 Authority. If Tenant is a corporation or if any party binding
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Tenant is a corporation, said corporation and each individual executing
this Lease on behalf of said corporation represents and warrants that
such individual is duly authorized to execute and deliver this Lease on
behalf of said corporation in accordance with a duly adopted resolution
of the Board of Directors of said corporation or in accordance with the
By-Laws of said corporation and that this Lease is binding upon said
corporation in accordance with its terms.
16.10 Notices. Any notice or document required or permitted to be
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delivered hereunder shall be deemed to be duly given when deposited in
the United States Mail, postage prepaid, Certified or Registered Mail,
or when sent by overnight delivery service, or when hand-delivered
against receipt, addressed to the parties hereto at the respective
addresses set forth in paragraph G of the Summary of Basic Lease Terms,
or at such other address as they have theretofore specified by written
notice delivered in accordance herewith.
Any notice may be given on behalf of a party by its attorney and, in
the case of Landlord, by Landlord's real estate agent for the Building.
16.11 Security Deposit. As additional security for the full and
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prompt performance by Tenant of the terms and covenants of this Lease,
Tenant shall deposit with Landlord the sum set forth in paragraph F of
the Summary of Basic Lease Terms, which shall not constitute rent for
any month (unless so applied by Landlord on account of Tenant's
default). Tenant shall, upon demand, restore any portion of said
security deposit which may be applied by Landlord to cure any default
by Tenant hereunder. To the extent that Landlord has not applied said
sum on account of default, the security deposit shall be returned
(without interest) to Tenant promptly after termination of this Lease.
16.12 Counterparts. This Lease may be executed in several
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counterparts, each of which shall be deemed an original, and all such
counterparts shall together constitute one and the same instrument.
16.13 Early Termination. In the event that Landlord enters into a
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binding contract for the sale of the Building with a third party in an
arms length transaction, or enters a long-term lease for the Building
(such lease having a base term of twenty-five (25) years of greater),
Landlord shall, within ten (10) business days of entry into such
agreement, deliver notice of such agreement in writing to Tenant.
Tenant shall have the right, but not the obligation, to remain in
possession of the Leased Premises, under the terms of this Lease, for a
period of one hundred twenty (120) days from the date of Landlord's
delivery of such notice. Upon Tenant's vacation of the Leased Premises
pursuant to the terms of this section 16.13, neither Landlord nor
Tenant will have any further obligation to the other hereunder except
as otherwise specifically provided.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as
of the day and year first above written.
LANDLORD:
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TENANT:
GAMING VENTURE CORP., U.S.A.
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