EXHIBIT 10.70
OFFICE SPACE SUBLEASE
THIS OFFICE SPACE SUBLEASE dated as of FEBRUARY 22, 2002 (the "Sublease")
between Xxxxx, Inc. a Massachusetts corporation, with principal offices at Xxx
Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter "Xxxxx" or "Sublandlord")
and INTERVISUAL BOOKS, INC., a California corporation with principal offices
prior to the Commencement Date, as defined herein, at 0000 Xxxxx Xxxx Xxxxxxxxx,
Xxxxx 0000, Xxxxx Xxxxxx XX. 00000 and at the Subleased Premises thereafter
(hereinafter "Subtenant" or "INTERVISUAL BOOKS, INC.").
WITNESSETH
WHEREAS, by lease dated June 24, 1999 Xxxxx, Inc. ("Sublandlord") leased from
Xxxxxxxxx Xxxxxx Office, LLC, ("Overlandlord"), certain premises in the building
located in the building known as 00000 XXXXXX XXXXXXXXX, XXXXXX XXX XXX, XX
00000 (the "Building") which lease, together with any modifications, amendments,
assignments and assumptions thereof, addenda, and/or supplements thereto, a copy
of which is attached hereto as Exhibit "A" and incorporated, is hereafter
referred to as the "Principal Lease"; and
WHEREAS, Sublandlord, Xxxxx desires to sublease such premises as is shown on
EXHIBIT B attached hereto (the "Subleased Premises") to Subtenant, INTERVISUAL
BOOKS, INC.
NOW, THEREFORE, in consideration of the payable rent and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Sublandlord, Xxxxx, and Subtenant, INTERVISUAL BOOKS, INC., agree as follows:
1. DEMISE. Xxxxx hereby subleases to INTERVISUAL BOOKS, INC. and INTERVISUAL
BOOKS, INC. hereby subleases from Xxxxx the Subleased Premises, including,
upon and subject to the terms, covenants, and conditions hereinafter set
forth. The parties agree that the Subleased Premises contain approximately
9,180 Square Feet (known as Suite Number C) on the SECOND floor of the
Building. This Sublease is specifically subject and subordinate to the
Principal lease, any ground or underlying leases (the "Ground Leases"), any
mortgages and/or deeds of trust, modifications, consolidations, and
replacements of the Ground Leases and said mortgages and deeds of trust
(collectively, "Superior Interests").
2. TERM. The term of this Sublease (the "Term") shall commence thirty (30)
days after Sublandlord, INTERVISUAL BOOKS, INC. and the Overlandlord have
executed this Office Space Sublease and/or any necessary Overlandlord
approvals (the "Commencement Date") and shall terminate on for the
premises) shall terminate on SEPTEMBER 30, 2004 (the "Expiration Date")
Xxxxx shall not be liable for any loss or damage caused by any failure to
deliver possession of the Subleased Premises to Subtenant on the
Commencement Date
3. RENT.
a) INTERVISUAL BOOKS, INC. agrees to pay Xxxxx as rent for the Subleased
Premises (the "Base Rent") equal monthly installments due on the first
day of every calendar month of the Term, at the following rates:
b) $10.80 PSF FOR BASE RENT/ $8,262.00 per month $1.50 PSF FOR
ELECTRICAL ESTIMATE/ $1,147.50 per month (the "Electrical
Estimate") $0.85 PSF FOR JANITORIAL/ $650.25 per month (the
"Janitorial Estimate")
INTERVISUAL BOOKS, INC. shall make the first month's Base Rent payment
upon the execution of this Sublease. Base Rent for any partial calendar
month during the Term shall be prorated on a per diem basis.
Payment by INTERVISUAL BOOKS, INC. of the Electrical Estimate and the
Janitorial Estimate and Adjustments.
(i) In order to provide for accurate monthly payments of the Electrical
Estimate and the Janitorial Estimate, from time to time during the Term
Sublandlord shall submit to INTERVISUAL BOOKS, INC. a statement from the
Overlandlord of Overlandlord's estimate of the amount of the total
Electrical Estimate and the Janitorial Estimate applicable to the
Subleased Premises. Tenant shall pay each month one-twelfth (1/12th) of
the Electrical Estimate and the Janitorial Estimate. Sublandlord may
revise the Electrical Estimate and the Janitorial Estimate at any time
during a calendar year by written notice to INTERVISUAL BOOKS, INC. (but
in no event more that twice), setting forth such revised payments to
Sublandlord. In such event, all monthly payments for the Electrical
Estimate and the Janitorial Estimate made by INTERVISUAL BOOKS, INC.
after such notice shall be in an amount calculated on the basis of such
revised estimate.
(ii) After the end of each calendar year, Sublandlord will as soon as
practicable (but in no event earlier than Sublandlord's receipt of a
written statement from the Overlandlord) submit to INTERVISUAL BOOKS,
INC. a statement of the actual electrical cost and the janitorial cost
incurred by the Overlandlord for the Subleased Premises for the
preceding calendar year. INTERVISUAL BOOKS, INC. shall pay Sublandlord,
within thirty (30) days of INTERVISUAL BOOKS receipt of such statement,
of the excess, if any, of actual electrical and janitorial expenses over
the Electrical Estimate and the Janitorial Estimate paid. If the amount
paid by INTERVISUAL BOOKS, INC. during the previous year exceeded
INTERVISUAL BOOKS, INC. share actual electrical and janitorial expenses
for the Subleased Premises for the year, the excess shall be credited
toward payment of the next installment of Base Rent to be paid by
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INTERVISUAL BOOKS, INC. If the amount paid by INTERVISUAL BOOKS, INC.
during the last calendar year of the Term exceeds INTERVISUAL BOOKS,
INC. share of actual expenses for such year, Sublandlord shall pay
INTERVISUAL BOOKS, Inc. the excess amount within thirty (30) days after
Overlandlord's submission to Sublandlord of the operating expense
statement for such calendar year.
Subtenant agrees to be responsible for any and all separately metered
utilities and, if appropriate and approved shall make arrangements for
direct billing with the provider.
c) All payments due under this Section 3 shall be payable without demand
(except as expressly provided), and without abatement, offset,
deduction, or counterclaim to the order of XXXXX, INC., XXX XXXX XXXXXX,
XXXXXX, XXXXXXXXXXXXX 00000, ATTENTION: CONTRACT SERVICES, or elsewhere
as designated from time to time in writing or by Xxxxx. If INTERVISUAL
BOOKS, INC. shall fail to pay any installment of Fixed Rent within five
(5) days after its due date or INTERVISUAL BOOKS, INC. shall also pay to
Xxxxx a late fee of Five (5%) of the amount due and interest on the
amount overdue from its original due date at a rate of the lesser of
1.5% per month and the maximum rate allowed by law, such interest to be
payable as additional rent hereunder. The payment of such late charge
shall be in addition to all other rights and remedies available to Xxxxx
in the case of non-timely payment of Base Rent and/or additional rent.
INTERVISUAL BOOKS, INC.'S obligations under this Section 3 shall survive
the expiration date or earlier termination of the Sublease.
d) There shall be no Real Estate Tax or Operating Expense passthrough
charges billed to the Subtenant. Subtenant shall be responsible for
directly requested service charges. Subtenant shall not pay any other
passthroughs from Overlandlord other than those specifically listed
herein.
4. USE. Subtenant shall use the Subleased Premises for the purposes set forth
in the Principal lease and for no other purpose whatsoever. INTERVISUAL
BOOKS, INC. shall use and occupy the Premises in full compliance with the
terms of the Principal Lease.
5. INCORPORATION OF PRINCIPAL LEASE, INAPPLICABILITY OF CERTAIN PROVISIONS,
ATTORNMENT
a) The terms and provisions of the Principal Lease are incorporated herein
by reference, except for such provisions as are inapplicable to the
Subleased Premises or are inconsistent with or modified by the terms of
this Sublease, and further except that all references to the premises
shall refer, instead, to the Subleased Premises and all references to
Sublandlord and Subtenant shall refer instead to Xxxxx and INTERVISUAL
BOOKS, INC. respectively.
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b) INTERVISUAL BOOKS, INC. (i)covenants and agrees that if, for any reason
whatsoever, the Principal Lease or leasehold estate of the Tenant
(Xxxxx) thereunder is terminated PRIOR TO THE AFOREMENTIONED EXPIRATION
DATE, this Sublease shall also terminate as of the date of the
termination of the Principal Lease unless INTERVISUAL BOOKS INC. and
Overlandlord elect to have this Sublease continue in full force, in
which case this Sublease will continue as a direct lease, under the same
terms and conditions, between Overlandlord and Subtenant, Subtenant will
attorn to Overlandlord and will recognize Overlandlord as Subtenant's
Sublandlord under this Sublease and Xxxxx shall be released by Overland
and INTERVISUAL BOOKS, INC. from any further liability. INTERVISUAL
BOOKS, INC. covenants and agrees to execute and deliver, at any time,
within ten (10) days following a request therefor by Xxxxx and/or
Overlandlord, any instrument which may be reasonably necessary or
appropriate to evidence such Attornment. (ii)Xxxxx shall provide written
notice to Intervisual of any default that has occurred under the
Principal Lease or if an event of default has occurred which with notice
or the passage of time, may become a default under the Principle Lease
including but not limited to any late payments to be paid by Xxxxx to
Overlandlord (iii)Xxxxx shall provide copies of any default notices that
are sent between Xxxxx and Overlandlord.
c) INTERVISUAL BOOKS, INC. shall perform all the obligations of Xxxxx under
the Principal Lease except as otherwise provided by this Sublease, and
INTERVISUAL BOOKS, INC.'s obligations shall be performed for the benefit
of Xxxxx and Overlandlord as Xxxxx may determine to be appropriate under
the circumstances. Subtenant shall indemnify Xxxxx against and hold
Xxxxx harmless from all claims, damages, costs, liabilities and expenses
including, but not limited to, reasonable attorney's fees and
disbursements, arising from or in connection with any failure to perform
or observe the obligations of the Subtenant under the Principal Lease as
incorporated in this Sublease by reference. INTERVISUAL BOOKS, INC.
shall not do, omit, or permit to be done any act or thing, which is, or
with notice or the passage of time would be, a default under the
Principal Lease or this Sublease.
6. CONDITION OF SUBLEASED PREMISES. Xxxxx shall deliver the Subleased Premises
broom clean and shall remove old equipment not required by Subtenant. Xxxxx
will assume responsibility, if any, for complying with city and state
applicable code/ordinances, other than those that are the responsibility of
the Overlandlord or the Subtenant. Xxxxx shall check that phones systems
are in working order at the commencement of the term. Subtenant shall be
responsible for any and all telephone maintenance issues. Xxxxx provides no
implied warranties or fitness for a particular purposes concerning said
telephone equipment. Xxxxx shall reinstall certain furniture items listed
in Exhibit "B" prior to the Commencement date. The use of existing
telephone hardware shall be without additional charge. Subtenant will
responsible for all telephone use charges, maintenance, service and taxes,
etc. associated with telephone use and operation.
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With the exception of the above, INTERVISUAL BOOKS, INC. agrees that it has
inspected the Subleased Premises, agrees to take the same in its present
"as is" condition, and acknowledges that no representation with respect to
its condition has been made and that Xxxxx will not perform any work to
prepare the Subleased Premises for INTERVISUAL BOOKS, INC.'S occupancy. Any
work required by INTERVISUAL BOOKS, INC. to prepare the Subleased Premises
for its occupancy, with the exception of property removal and cleaning, and
any other changes, alterations, or improvements desired to be made to the
Subleased Premises by Subtenant (collectively, "Alterations") shall be at
the sole cost and expense of Subtenant and shall be subject to the prior
written approval of Xxxxx and the Overlandlord, which approval may be
granted or withheld in Xxxxx'x reasonable discretion, and the sole
discretion of the Overlandlord and any Alterations so approved shall be
performed in full compliance with the applicable provisions of the
Principal Lease.
Following consent of the Overlandlord, Xxxxx shall permit
INTERVISUAL BOOKS, INC. access to the Subleased Premises prior
to the Commencement Date during normal business hours for the
purposes installation of furniture, fixtures and equipment
(FF&E). Access is strictly limited to FF& E installation and
not occupancy. INTERVISUAL BOOKS, INC. assumes any and
liability for loss/damage or destruction of said FF&E during
that period and shall not interfere with Xxxxx'x furniture
installation work to prepare the Subleased Premises pursuant
to this Paragraph 6.
7. REPAIR AND MAINTENANCE. INTERVISUAL BOOKS, INC. shall at its own expense
maintain and keep the Subleased Premises in good order, condition, and
repair, with reasonable wear and tear, fire and causalty excepted.
INTERVISUAL BOOKS, INC. shall be responsible for all damage and/or injury
done to the Subleased Premises or to the Building during the Term by
Subtenant or by its employees, agents, independent contractors, invitees,
or customer.
8. SUBLETTING/ASSIGNMENT. INTERVISUAL BOOKS, INC. shall not, by operation of
law or otherwise, assign this Sublease to, or further sublet to or permit
the use or occupancy of all or any part of the Subleased Premises by any
other party without the prior written consent of Xxxxx and the
Overlandlord, which consent may be granted or withheld in Xxxxx'x or
Overlandlord's sole and absolute discretion.
9. SUBLANDLORD'S OBLIGATIONS. Xxxxx agrees that INTERVISUAL BOOKS, INC. shall
be entitled to receive all services and repairs provided by Overlandlord
under the Principal Lease, and that Xxxxx will cooperate and use reasonable
efforts with INTERVISUAL BOOKS, INC., at INTERVISUAL BOOKS, INC.'s sole
cost and expense, to cause Overlandlord to perform Overlandlord's
obligations under the Principal Lease with respect to the Subleased
Premises, so long as INTERVISUAL BOOKS, INC. is not in default hereunder
beyond any applicable cure period. It is expressly agreed by the parties,
however, that Xxxxx does not assume any obligation to perform the terms,
covenants, and conditions contained in the Principal Lease on the part of
the Overlandlord to be performed, or any liability for the accuracy of any
warranty or representation made by Overlandlord under the aforementioned
Principal Lease and that
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Subtenant shall look solely to Overlandlord for the performance of such
obligations and the inaccuracy of any such warranties or representations.
10. RELEASE FROM LIABILITY. Neither Xxxxx nor any of its officers, agents, or
employees shall be liable for any injury, loss, or damage to persons or
property, sustained by INTERVISUAL BOOKS, INC. or any other person or other
entity due to (i) the Subleased Premises, the Building or any part or
appurtenances of either being or becoming out of repair, (ii) the happening
of any accident in or about the Subleased Premises or the building, or
(iii) any act or neglect of any tenant or occupant of the Building or of
any other person or other entity.
11. RIGHT TO CURE. If INTERVISUAL BOOKS, INC. fails to fulfill any of its
obligations under this Sublease including, but not limited to, its
obligations to maintain and repair the Subleased Premises or the Building,
which failure continues for more than five (5) days after written notice to
Subtenant (except in case of emergency where no notice and cure period
shall be afforded Subtenant) then Xxxxx or the Overlandlord may, at their
option, fulfill such obligation on Subtenant's behalf and Subtenant shall
upon demand reimburse Xxxxx or the Overlandlord for all expenditures, fines
or damages sustained by them due to Subtenant's noncompliance with or
nonperformance or breach of any of the terms, covenants, or conditions of
this Sublease or of the Principal Lease as incorporated herein. All
reimbursements under this Section 11 shall constitute additional rent
payable under this Sublease and shall bear interest in accordance with
Section 3 (c) above.
12. INSURANCE.
a) INTERVISUAL BOOKS, INC. shall throughout the Term and its sole cost and
expense maintain in full force and effect such policies of insurance as
are required of Xxxxx as tenant under the Principal Lease and to the
extent not provided therein, policies insuring Xxxxx from:
i) All claims, demands, and/or actions for injury to or death of any
person in any amount of no less than $2,000,000.00 for injury to or
death of more than one person in any one occurrence to the limit of
$2,000,000.00 made by, or on behalf of, any person or other entity
arising from, related to or in connection with the Subleased
Premises and $500,000.00 for property damage. XXXXX, OVERLANDLORD,
AND ANY THIRD PARTIES AS DEFINED IN XXXXXXXXX 00 XXXXXX XXXXX XX
NAMED AS ADDITIONAL INSUREDS ON SUCH POLICY OF INSURANCE. The
foregoing insurance limits shall be increased to such amounts as
Xxxxx, Overlandlord, and/or any Third Parties may require upon not
less than thirty (30) days' notice to Subtenant; and
ii) All workers' compensation claims as required by applicable law.
All insurance required to be maintained by Subtenant shall be with
companies and in form, substance, and amount reasonably satisfactory to
Xxxxx and Overlandlord. The aforesaid insurance shall not be subject to
cancellation,
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amendment, or modification except after at least thirty- (30) days'
prior written notice to Xxxxx and Overlandlord and any Third Parties as
additional insureds. Certificates of such insurance policies, in form
reasonably satisfactory to Xxxxx, shall be deposited with Xxxxx prior to
the commencement of the Term, and shall contain a waiver of all rights
of subrogation as such companies may have against Xxxxx and
Overlandlord.
b) Subtenant shall not store upon the Subleased Premises any materials or
use the Subleased Premises in any manner that may result in an increase
in Xxxxx'x and Overlandlord's premiums for the fire or casualty
insurance insuring the Building or Subleased Premises. Without limiting
the foregoing, in the event that Subtenant's storage of materials upon
or use of the same at the Subleased Premises results in an increase in
said premiums, Subtenant shall pay to Xxxxx and Overlandlord, as the
case may be, a sum equal to the amount of such increase following
delivery to Subtenant of reasonably detailed information evidencing that
Subtenant's actions were the cause of such increase in premiums.
13. INDEMNITY. Except in instances of gross negligence or willful/intentional
acts, the parties will protect, defend, indemnify, and hold harmless the
other respective party and their agents, directors, officers, and employees
from and against all liabilities, obligations, claims, damages, penalties,
causes of action, costs, and expenses (including without limitation
reasonable attorneys' fees and disbursements) imposed upon or incurred by
or asserted against any one or more of the aforesaid by reason if (i) any
failure on the part of a party to perform, (ii) any damage or injury to
persons or property occurring upon or in connection with the use or
occupancy of the Subleased Premises, or (iii) the performance of any labor
or services or the furnishing of any material or other property in respect
of the Subleased Premises or any part thereof; and if any action, suit or
proceeding is brought against any one or more of the aforesaid by reason of
any such occurrence, the parties will, at their respective options, either
defend such action, suit or proceeding at their own cost and expense with
counsel approved in writing by INTERVISUAL BOOKS, INC., Xxxxx and
Overlandlord, as the case may be, or reimburse INTERVISUAL BOOKS, INC.,
Xxxxx and Overlandlord, as the case may be, upon demand and as additional
rent hereunder for such costs and expenses (including reasonable attorney's
fees and disbursements) as INTERVISUAL BOOKS, INC., Xxxxx and Overlandlord,
as the case may be, may incur in connection with such defense. The terms
and provisions of this Section 13 shall survive the expiration or earlier
termination of the Term.
14. CONSENTS. The parties agree that this Sublease shall not become effective
for any purpose unless and until it has been consented to in writing by the
Overlandlord and by any other entitles whose consent is required under the
Principal Lease ("Third Parties"). Xxxxx shall reasonably promptly after
receipt of fully executed copies of this Sublease submit the same to
Overlandlord for its consent; provided, however, that Xxxxx shall not in
any event be liable to Subtenant for any failure to obtain same. Subtenant
shall fully cooperate with Xxxxx and Overlandlord and any Third Parties in
order to obtain the necessary consent(s) including, but not limited to,
promptly supplying such information
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and/or documentation as Xxxxx, Overlandlord, and/or any Third Parties may
request in connection therewith. If the consent of Sublandlord and
Overlandlord and that of any Third Parties is not obtained within
forty-five (45) days after full execution and delivery of this Sublease
then either party may, upon notice to the other, cancel this Sublease,
provided the party wishing to cancel has fully complied with its agreements
and obligations under this Section 14. Upon such cancellation Xxxxx shall,
so long as Subtenant has not occupied the Subleased Premises for any
purposes, refund to Subtenant any item of rent or additional rent paid by
Subtenant, and Xxxxx and Subtenant shall be entirely relieved of any
further obligations under this Sublease other than the terms and provisions
of Section 13 of this Sublease which shall survive such cancellation.
Notwithstanding anything to the contrary herein contained, Subtenant shall
have no responsibility for any costs or expenses of Xxxxx and Overlandlord
in connection with request for Sublandlord and Overlandlord's consent to
this Sublease.
In all provisions of the Principal Lease requiring the approval or consent
of Sublandlord and Overlandlord or any Third Parties, Subtenant shall only
request the approval or consent of Xxxxx and, thereafter, if Xxxxx grants
its approval, Subtenant shall apply to Overlandlord and/or any Third
Parties for such consent.
15. TERMINATION. Upon any termination of this Sublease, expiration or
otherwise:
a) Subtenant shall immediately vacate the Subleased Premises and surrender
possession thereof to Xxxxx in as good condition and as when Subtenant
took possession, ordinary wear and tear and repair acts of God excepted
and otherwise in accordance with the applicable provisions of the
Principal Lease;
b) Xxxxx shall have full authority and license to enter the Subleased
Premises and take possession in accordance with applicable law; and
c) Subtenant shall remove from the Subleased Premises all property not
owned by Xxxxx and Overlandlord, and shall repair and restore any damage
to the Subleased Premises and the Building caused by the removal
thereof. If Subtenant leaves any such property in the Subleased
Premises, it shall be deemed abandoned and title thereto shall pass to
Xxxxx with respect to the removal of any such property and the repair
and restoration of any damage thereby caused, which obligation shall
survive the expiration or other termination of this Sublease.
d) If the Subleased Premises are not surrendered upon termination of this
Sublease, Subtenant shall indemnify Xxxxx against any liability
resulting therefrom (including without limitation any liability accruing
to Xxxxx and Overlandlord under the Principal Lease) which would
include, but not be exclusive of, paying Overlandlord the complete rent
under the Principal Lease and any fees associated with "holding over"
beyond the term of the Sublease. Subtenant's obligations under this
Section 15 shall survive the expiration or earlier termination of the
Term.
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16. WAIVER OF RIGHTS.
a) No receipt of money by Xxxxx from INTERVISUAL BOOKS, INC. after the
commencement of any suit or after final Judgment for possession of the
Subleased Premises shall waive any default by Subtenant under this
Sublease or reinstate, continue, or extend the Term or affect any such
notice or suit, as the case may be.
b) No waiver of any default hereunder shall be implied from omission by
Xxxxx to take any action on any default other than and only for the time
and extent as may be specified in an express written waiver.
17. BROKER:
Each of the parties hereto represent and warrant to the other that it has
dealt with no broker, finder or agent, other than First Property Realty
Corporation (as representative of INTERVISUAL BOOKS, INC.) and Xxxxxx X.
Xxxxxxx, Inc. (as representative of Sublandlord) (the "Brokers") in
connection with the negotiation for or obtaining of this Sublease.
Sublandlord shall be responsible for the payment of commissions to the
Brokers pursuant to a separate agreement. Each party agrees to indemnify
and hold harmless from and against all loss, liability, and expenses
(including reasonable attorneys' fees and disbursements) incurred by the
other as a result of any claim made against the other which is based upon a
breach of said representation by the representing party. This Section 17
shall survive the expiration or other termination of this Sublease.
18. SECURITY DEPOSIT.
a) Upon execution of this sublease, as security for the faithful
performance and observance by INTERVISUAL BOOKS, INC. of the terms,
provisions, covenants, and conditions of this Sublease, INTERVISUAL
BOOKS, INC. has delivered to Xxxxx a security deposit in the amount of
$16,524.00. In the event Subtenant defaults in any of the terms,
provisions, covenants, and conditions of this Sublease, including, but
not limited to, the payment of Base Rent and/or additional rent, Xxxxx
may, at its discretion, use, apply or retain the whole or any part of
the security so deposited to the extent required for the payment of any
Base Rent and additional rent; or any other sum as to which Xxxxx may be
entitled or which it may expend by reason of Subtenant's default.
b) If Xxxxx applies or retains all or any portion of the security delivered
hereunder, Subtenant shall forthwith restore the amount so applied or
retained so that at all times the amount deposited shall be not less
than the security required hereunder.
c) If Subtenant fully and faithfully complies with all of the terms,
provisions, covenants, and conditions of this Sublease, the security
shall be returned without interest to Subtenant within thirty (30) days
after the Termination Date and after
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delivery of the entire possession of the Subleased Premises to Xxxxx in
accordance with and in the condition required by this Sublease.
19. NOTICES.
a) In all provisions of the Principal Lease requiring that Xxxxx, as tenant
thereunder notify the Overlandlord, INTERVISUAL BOOKS, INC. shall be
required to give notice to both Xxxxx and Overlandlord.
b) All notices, demands, requests, defaults and termination to be given in
connection with this Sublease (collectively, "notices") shall be in
writing and shall be sent by receipted personal delivery, by registered
or certified U.S. mail, return receipt requested, or a reputable
national overnight delivery air courier, to Xxxxx at Xxxxx, Inc.,
Attention: Senior Vice President and Chief Financial Officer, Xxx Xxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 with a facsimile copy to "Xxxxx
Contract Services" @ 000 000-0000 and to the Subtenant at the Subleased
Premises ATTN: President. Either party may change the address or person
to receive notices upon written notice to the other. All notices shall
be effective on receipt.
20. MISCELLANEOUS
a) This Sublease shall be governed by and construed in accordance with the
laws of the State of California.
b) The section headings are inserted only for convenience and reference and
in no way define, limit, or describe neither the scope of this Sublease
nor the intent of any provision hereof.
c) The provisions of this Sublease constitute, and are intended to
constitute, the entire agreement of the parties to this Sublease. No
terms, conditions, representations, warranties, promises or under
takings of any nature whatever, express or implied, exist between the
parties except as herein expressly set forth.
d) Any executory agreement hereafter made between Xxxxx and INTERVISUAL
BOOKS, INC. shall be ineffective to change, modify, waive, release,
discharge, terminate or effect an abandonment or surrender of this
Sublease, in whole or in part, unless such agreement is in writing and
signed by the parties hereto and consented to by Overlandlord and all
Third Parties to the extent required by the Principal Lease and/or any
such party's consent to this Sublease.
e) If any term, covenant, condition or provision of this Sublease is held
by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the provisions shall remain in full
force and effect, and shall in no way be impaired or invalidated and
shall be construed (to the extent possible) in such a way as to give
effect to the intent of the invalid, void, or unenforceable provision in
question.
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f) This Sublease shall bind and inure to the benefit of Xxxxx and
INTERVISUAL BOOKS, INC. and their respective heirs, distributees,
executors, administrators, successors and, except as otherwise provided
herein.
g) Xxxxx and INTERVISUAL BOOKS, INC. warrant and represent to each other
that their respective undersigned representatives have all due power and
authority to execute this Sublease on their respective behalf and that
all necessary corporate or similar action has been taken to ensure the
binding effect of the terms and provisions of this Sublease.
h) Each right and remedy of Xxxxx provided for in this Sublease shall be
cumulative and shall be in addition to every other right and remedy
provided in this Sublease or now or hereafter existing at law or in
equity or by statute or otherwise.
i) It is understood and agreed that the obligations of Xxxxx under this
Sublease shall not be binding upon Xxxxx with respect to any period
subsequent to the transfer of its interest in the Principal Lease, and
that in the event of such transfer said obligations shall thereafter be
binding upon the transferee of the Xxxxx'x interest as tenant under the
Principal Lease, but only with respect to the period ending with a
subsequent transfer thereof.
j) Xxxxx and INTERVISUAL BOOKS, INC. hereby waive, to the extent permitted
by law, the right to a jury trial in any action or legal proceeding
between the parties or their successors arising out of this Sublease or
Subtenant's occupancy of the Subleased Premises.
k) This Sublease may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which, together, shall
constitute one and the same Sublease.
l) The Subtenant, INTERVISUAL BOOKS, INC., at its sole expense may place
with the Sublandlord's and Overlandlord's consent building appropriate
signage at the entrance to the Suite, subject to the terms and
conditions of the Principal Lease.
m) If required by Xxxxx or Overlandlord, INTERVISUAL BOOKS, INC., at its
sole expense, agrees to restore the Subleased Premises to its present
condition at the termination of the Sublease in the event that it elects
(with all appropriate consent) to make alterations to the space.
n) Access to after hours HVAC is governed by the Principal Lease. Subtenant
agrees to pay any and all separately metered utility charges for its
space.
o) Parking will be provided pursuant to the ratio provided in the Principal
Lease, namely twenty-seven (27) uncovered, unreserved spaces and two (2)
uncovered
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reserved spaces at a blended rate of thirty five dollars per space per
month, or a total of $1,015.00 per month, payable as additional rent to
the monthly Base Rent.
p) Paragraphs 1.12 and 39.1-39.5 and Exhibits "C" of the Principal Lease
are hereby specifically excluded from this Sublease.
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IN WITNESS WHEREOF, Sublandlord, Xxxxx, Inc. and Subtenant, INTERVISUAL BOOKS,
INC., have executed this Sublease as of the date first written above.
Xxxxx, Inc. ("Sublandlord") WITNESS:
/s/ Xxxx X. Xxxxx
------------------------------- -------------------------------------
Signature
Xxxx X. Xxxxx
-------------------------------
Name
Senior Vice President & CFO
-------------------------------
Title
2/28/02
-------------------------------
Date
INTERVISUAL BOOKS, INC. ("Subtenant") WITNESS:
/s/ Xxx X. Xxxxxx
Signature
------------------------------- -------------------------------------
Xxx X. Xxxxxx
-------------------------------
Name
CFO
-------------------------------
Title
2/25/02
-------------------------------
Date
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EXHIBIT A
THE PRINCIPAL LEASE
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EXHIBIT B
THE SUBLEASED PREMISES
[FLOORPLAN]
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CONSENT
The undersigned, being the "Overlandlord" under the Principal Lease
described in the Office Space Sublease dated February, 22, 2002 (the
"Sublease"), hereby consents to the sublease of the office space as set forth in
said Sublease. The undersigned further agrees that, whenever it gives notice of
default to Sublandlord under the Principal Lease, it will also give notice to
the Subtenant under the Sublease, at its address first written above, and it
will accept performance by Subtenant of corrective measures to cure any default,
so long as performance is made within the time allowed in the Principal Lease.
OVERLANDLORD
XXXXXXXXX XXXXXX OFFICE, LLC
BY: /s/ Xxxxxxx Xxxxx
ITS: For Managing Member
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