EXHIBIT 10.15
SUBLEASE AGREEMENT
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THIS SUBLEASE AGREEMENT ("Sublease") is made as of the 22nd day March,
2000 between KPMG LLP, a Delaware limited liability partnership ("Sublandlord")
and GREENWICH TECHNOLOGY PARTNERS, INC. a Delaware corporation ("Subtenant").
RECITALS
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Power Authority of The State of New York a.k.a. New York Power
Authority ("Landlord"), as landlord and KPMG Peat Marwick LLP (now known as KPMG
LLP), as tenant, did enter into that certain lease agreement, dated July 30,
1997 (the "Lease") for the lease by Sublandlord of certain space located in that
certain building (the "Building") known as 000 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx
Xxxx.
The space leased in the Building by Sublandlord pursuant to the Lease
is hereinafter referred to as the "Premises."
Sublandlord and Subtenant desire to enter into this Sublease, pursuant
to the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant the entire Premises.
NOW, THEREFORE, for and in consideration of the mutual covenants and
obligations set forth in this Sublease, Sublandlord and Subtenant do hereby
agree as follows:
1. Subleased Premises. Sublandlord does hereby lease to Subtenant,
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and Subtenant does hereby lease and rent from Sublandlord, the entire Premises,
being that portion of the 8th floor of the Building leased to Sublandlord
pursuant to the Lease consisting of approximately 29,400 rentable square feet
(the "Subleased Premises").
2. Term. The term of this Sublease (the "Sublease Term") shall
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begin on the Commencement Date. The term "Commencement Date" means the later to
occur of (i) April 15, 2000, and (ii) the date the written consent of Landlord
to this Sublease has been obtained. The Sublease Term shall expire at 12:00
midnight on the date that is one day prior to the "Expiration Date" (as such
term is defined in Section 1.2 of the Lease), unless the Lease or this Sublease
is sooner terminated or expires earlier in accordance with the terms and
conditions set forth therein or herein. It is acknowledged and agreed that,
notwithstanding the fact that the Sublease Term will not commence until April
15, 2000, Base Rent (as defined below) shall begin to accrue on April 1, 2000.
3. Rent.
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(a) Subtenant shall pay to Sublandlord, throughout the Sublease Term,
a base rent per annum (the "Base Rent") as follows:
Base Rent Period
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$536,800.00 April 1, 2000 through March 14, 2001
$646,800.00 March 15, 2001 through July 31, 2003
$705,600.00 August 1, 2003 through the date that is one day
prior to the Expiration Date
The Base Rent shall be payable by Subtenant to Sublandlord, in advance, in equal
consecutive monthly installments which are due and payable on or before the
first day of each calendar month during the Sublease Term, with appropriate
prorations for any partial month occurring at the end of the Sublease Term,
except that the first month's rent, in the sum of $44,733.33, shall be paid upon
the execution of this Sublease and applied to the Base Rent due for the month of
April, 2000.
(b) Subtenant shall also pay to Sublandlord, throughout the Sublease
Term as additional rent ("Additional Rent") all additional rent and other
charges due under the Lease, as if (i) the "Base Tax Year" were the tax fiscal
year January 1, 2000 through December 31, 2000, and (ii) "Base Operating
Expenses" were the "Operating Expenses" for the calendar year 2000 (as such
quoted terms are defined in the Lease). Subtenant shall be responsible for both
any estimated payments of Additional Rent and any reconciliation payments of
Additional Rent which are payable by Sublandlord pursuant to the Lease.
Appropriate prorations shall be made with respect to any partial calendar years
included in the Sublease Term. Subtenant shall make all Additional Rent
payments to Sublandlord upon demand.
(c) In addition to the foregoing, Subtenant shall be solely
responsible for all other costs or charges attributable to the Subleased
Premises or the Building facilities made available to Subtenant during the
Sublease Term including, without limitation, for items such as damage repair,
HVAC service, janitorial services, electrical consumption, parking fees, light
bulb replacement and other items. Subtenant shall also pay any and all tax due
with respect to Rent (as such term is hereinafter defined) pursuant to the laws
of New York and/or any political subdivision thereof, provided, however, that
Subtenant shall not be responsible for the payment of any tax levied on
Sublandlord that is in the nature of an income tax.
(d) The Base Rent, Additional Rent and all sums due from Subtenant
under subparagraph (c) of this Article "3" are collectively referred to in this
Sublease as "Rent".
4. Relationship to Lease. This Sublease and all of Subtenant's
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rights hereunder are expressly subject and subordinate to all of the terms of
the Lease. Subtenant hereby acknowledges that it has received a copy of the
Lease and has read all of the terms and conditions thereof.. Subtenant hereby
agrees to assume all obligations of Sublandlord (as tenant under the Lease) with
respect to the Subleased Premises. Subtenant hereby acknowledges that Subtenant
shall look solely to Landlord for the performance of all the Landlord's
obligations under the Lease and that Sublandlord shall not be obligated to
provide any services to Subtenant or otherwise perform any obligations in
connection with this Sublease. Subtenant acknowledges that any termination of
the Lease may result in a termination of the Sublease. Sublandlord agrees,
however, not to hereafter voluntarily enter into any agreement with Landlord to
terminate the Lease provided, however, that the foregoing shall not be construed
or interpreted in any
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manner as prohibiting Sublandlord from exercising any right currently contained
in the Lease for the termination of the Lease. Notwithstanding the foregoing,
and provided Subtenant is not in default under this Sublease beyond the
expiration of any applicable notice and cure period, Sublandlord agrees not to
exercise its right to terminate the Lease, pursuant to Section 43.1 of the
Lease, unless Subtenant has exercised its right under Article "18" of this
Sublease to terminate this Sublease. In the event of a default under the Lease
or any underlying lease of all or any portion of the Subleased Premises which
results in the termination of such lease, Subtenant shall, at the option of the
lessor under any such lease ("Underlying Lessor"), attorn to and recognize the
Underlying Lessor as landlord hereunder and shall, promptly upon the Underlying
Lessor's request, execute and deliver all instruments necessary or appropriate
to confirm such attornment and recognition. Notwithstanding such attornment and
recognition, the Underlying Lessor shall not (a) be liable for any previous act
or omission of Sublandlord under this Sublease, (b) be subject to any offset,
not expressly provided for in this Sublease, which shall have accrued to the
Subtenant against Sublandlord, or (c) be bound by any modification of this
Sublease or by any prepayment of more than one month's rent, unless such
modification or prepayment shall have been previously approved in writing by the
Underlying Lessor. Subtenant hereby waives all rights under any present or
future law to elect, by reason of the termination of such underlying lease, to
terminate this Sublease or surrender possession of the Subleased Premises. This
Sublease is subject to all of the terms, covenants, agreements, provisions, and
conditions of the Lease, and Subtenant or any assignee of Subtenant, as the case
may be, will not have the right to a further assignment thereof or sublease or
assignment thereunder, or to allow the Subleased Premises to be used by others,
without the prior reasonable consent of the Underlying Lessor in each instance,
which consent shall be granted or withheld by the Underlying Lessor subject to
the provisions and on all the same terms and conditions set forth in the
underlying lease.
5. Use. Subtenant's use of the Subleased Premises shall be strictly
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in accordance with the use and all other provisions of the Lease. Subtenant
shall make no alterations or changes to the Subleased Premises of any kind or
nature without Sublandlord's prior written consent, which consent shall not be
unreasonably withheld or delayed with respect to nonstructural alterations which
will not affect the outside of the Building or adversely affect the Building's
structure, electrical, HVAC, plumbing or mechanical systems. It is agreed that
it will be reasonable for Sublandlord to withhold its consent to any such
alterations if Subtenant has been unable to obtain the Landlord's consent to
such alterations. In addition, Sublandlord's consent may be conditioned upon
all of the same things that Landlord's consent may be conditioned upon pursuant
to the provisions of the Lease and upon Subtenant complying with all of the
provisions of Article "13" of the Lease. Without limiting the generality of the
foregoing, wherever Landlord's consent or approval is required, or wherever
information, documentation, sums of money, or other items are required to be
delivered to Landlord, pursuant to Article "13" of the Lease, Sublandlord's
consent and approval, shall also be required and Subtenant shall also be
required to make all such deliveries to Sublandlord. Sublandlord hereby
consents, in concept, to the installation by Subtenant of an Internet Working
Lab provided, however, that Subtenant complies with all of the terms, covenants
and conditions of the Lease and this Sublease in connection with such
installation (including, without limitation, any requirement under the Lease to
remove said Internet Working Lab from the Subleased Premises on or about the
expiration or sooner termination of the Lease).
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6. Default. Any act or omission by Subtenant that would constitute,
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create, cause, or contribute to a default under the Lease shall be a default by
Subtenant under this Sublease. In addition, any failure by Subtenant to (i) pay
Rent when due (and the continuance of such failure for five (5) days following
notice from Sublandlord to Subtenant) or, (ii) perform any other obligations
required under this Sublease, shall be a default hereunder. Any default by
Subtenant shall entitle Sublandlord to exercise any and all of the same rights
and remedies against Subtenant as are available to Landlord against Sublandlord
as tenant under the Lease, arising out of a default, beyond the expiration of
any and all applicable grace, notice and cure periods under the Lease, by the
Sublandlord as tenant under the Lease, and any other remedies available at law
or in equity under the laws of New York.
7. Quiet Enjoyment. Subject to the Lease and provided Subtenant has
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performed its obligations hereunder, Subtenant shall have the quiet enjoyment of
the Subleased Premises without interference by Sublandlord or anyone claiming
by, through or under Sublandlord.
8. Insurance and Indemnities. Subtenant hereby agrees to indemnify
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and hold Sublandlord harmless, with regard to its leasing and use of the
Subleased Premises, to the same extent that Sublandlord is required to indemnify
and hold Landlord harmless with respect to the Premises. Likewise, Subtenant
hereby agrees to obtain and provide evidence satisfactory to Sublandlord, on or
before the Commencement Date, that Subtenant is carrying insurance in the same
amounts and of the same types required to be carried by Sublandlord with regard
to the Premises and, to the extent Landlord is required to be named by
Sublandlord on any such insurance, Subtenant shall name both Landlord and
Sublandlord.
9. Subleasing and Assignment. Subtenant shall not sublease all or
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any portion of the Subleased Premises, or permit them to be used or occupied by
others, or assign its rights under this Sublease or its rights with regard to
the Subleased Premises, without the prior written consent of Sublandlord, which
consent, subject to the provisions hereinafter provided, shall not be
unreasonably withheld or delayed. It is agreed that it shall be reasonable for
Sublandlord to withhold its consent to any such sublease, use, occupancy or
assignment if Subtenant has been unable to obtain the Landlord's consent to the
same. The transfer of a majority of the issued and outstanding capital stock of
Subtenant (if Subtenant is a corporation) or the transfer of a majority of the
total legal or beneficial interests in any other entity, constituting Subtenant,
in a single transaction or in a series of related transactions, shall be deemed
an assignment of this Sublease requiring Sublandlord's consent. Any act made in
violation of the foregoing provisions of this paragraph shall be null, void and
of no force or effect. Except as otherwise provided in this Sublease to the
contrary, any assignment of this Sublease, or subletting of the Subleased
Premises, shall be subject to all of the same terms and conditions as an
assignment of the Lease or subletting of the Premises, and Subtenant shall
comply with all of the provisions of Article "18" of the Lease, as if Subtenant
were the tenant under the Lease and Sublandlord were Landlord and Sublandlord
shall have all of the same rights and options that Landlord has under Article
"18" of the Lease with respect to any assignment or subletting or proposed
assignment or subletting except that where "fifty (50%) percent" appears in
Section 18.13 of the Lease it shall be deemed deleted and replaced with "one
hundred (100%) percent" for the purpose of this Article "9" of this Sublease.
Subject to Subtenant's compliance
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with the provisions of Article "18" of the Lease and of this Article "9" of the
Sublease, Sublandlord agrees to consent to a sublease of the entire Subleased
Premises from Subtenant to The County of Westchester Industrial Development
Agency ("the "XXX") and to an immediate sublease back of the entire Subleased
Premises from the XXX to Subtenant (collectively, the "Preapproved Transaction")
subject to (i) the original documentation for the Preapproved Transaction being
delivered to Sublandlord in a form reasonably acceptable to Sublandlord, and
(ii) Subtenant having obtained Landlord's written consent to the Preapproved
Transaction.
10. Condition of Subleased Premises. The Subleased Premises are
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being leased in their "AS-IS" condition and the parties acknowledge that
Sublandlord has made no representations and is unwilling to make any
representations concerning the condition or suitability of the Subleased
Premises. Upon the expiration or earlier termination of the Sublease Term,
Subtenant shall return the Subleased Premises to Sublandlord in the condition
required by the Lease upon the expiration of the term thereof.
11. Notices. Notices by Sublandlord and Subtenant shall be given to
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each other in the same manner provided by the Lease at the following addresses:
Sublandlord:
KPMG LLP
Three Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: National Director, Real Estate
With a copy to:
Loeb & Loeb LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Subtenant:
GREENWICH TECHNOLOGY PARTNERS, INC.
000 Xxxx Xxxxxx
0xx Xxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
With a copy to:
Stephens, Baroni, Xxxxxx & Xxxxx, LLP
000 Xxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
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12. Brokers. Each party represents to the other that it has not
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dealt with any real estate broker, sales person or finder in connection with
this Sublease other than INSIGNIA/ESG and ANTARES REAL ESTATE SERVICES LLC
(collectively, the "Broker"). Each party hereby agrees to indemnify and hold
the other harmless from and against any liabilities and claims for commissions
and fees due or claimed to be due by any party other than the Broker, claiming
to have dealt with the indemnifying party in connection with this Sublease.
Subject to the terms and conditions of separate agreements with each of the two
(2) entities constituting the Broker, Sublandlord shall pay INSIGNIA/ESG, INC.
$111,066.00, and ANTARES REAL ESTATE SERVICES LLC $222,132.00, as and for their
respective commissions in connection with this Sublease. Notwithstanding the
foregoing, the foregoing commission figures were calculated based on the
assumption that Base Rent will first begin to accrue an April 1, 2000 and if
Base Rent does not first begin to accrue on April 1, 2000 said figures shall be
adjusted in accordance with the provisions of the respective agreements between
Sublandlord and each of the two (2) entities constituting the Broker.
13. Security Deposit. Subtenant shall deposit with Sublandlord, upon
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the execution hereof, $227,360 as security for Subtenant's faithful performance
of Subtenant's obligations hereunder. If Subtenant fails to pay Rent or other
charges due hereunder, or otherwise defaults with respect to any provision of
this Sublease, and the same continues for more than five (5) days following
written notice to Subtenant, Sublandlord may use, apply or retain all or any
portion of said deposit for the payment of any Rent or other charge in default
or for the payment of any other sum to which Sublandlord may become obligated by
reason of Subtenant's default, or to compensate Sublandlord for any loss or
damage which Sublandlord may suffer thereby. If Sublandlord so uses or applies
all or any portion of said deposit, Subtenant shall within five (5) days after
written demand therefore deposit cash with Sublandlord in an amount sufficient
to restore said deposit to the fall amount hereinabove stated and Subtenant's
failure to do so shall be a material breach of this Sublease. Sublandlord shall
not be required to keep said deposit separate from its general accounts. If
Subtenant performs all of Subtenant's obligations hereunder, said deposit, or so
much thereof as has not theretofore been applied by Sublandlord, shall be
returned, without payment of interest or other increment for its use to
Subtenant (or at Sublandlord's option, to the last assignee, if any, of
Subtenant's interest hereunder) at the expiration of the Sublease Term and after
Subtenant has vacated the Subleased Premises. No trust relationship is created
herein between Sublandlord and Subtenant with respect to said security deposit.
Provided (i) pursuant to an initial public offering of Subtenant, the shares of
Subtenant are sold for net proceeds of at least $25,000,000.00, and (ii)
Subtenant is not then in default under this Sublease, the security deposit
required hereunder shall be reduced to $113,680.00
14. Landlord's Consent. Subtenant does hereby acknowledge that all
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of Sublandlord's obligations under this Sublease are expressly contingent upon
Sublandlord obtaining the written consent to this Sublease from the Landlord
under the Lease. If Sublandlord has not obtained such consent on or before
March 31, 2000, this Sublease shall automatically terminate.
15. Parking. For so long as this Sublease remains in full force and
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effect, Sublandlord hereby assigns to Subtenant Sublandlord's right to use the
parking spaces provided
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for, and made available to Sublandlord, pursuant to the Lease and Subtenant
shall pay Sublandlord (or at Sublandlord's option, Subtenant shall pay the
Landlord directly) all costs, expenses and fees charged by the Landlord for such
parking spaces, including, without limitation, any taxes or other charges
relating to such parking spaces. This assignment by Sublandlord to Subtenant is
only effective for the Sublease Term and for use in connection with the use and
occupancy by Subtenant of the Subleased Premises, and shall terminate and be of
no further force or effect upon the expiration or termination of the Sublease
Term.
16. Roof Rights. For so long as this Sublease remains in full force
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and effect, Sublandlord hereby assigns to Subtenant its rights to use the
Building's roof (the "Roof Rights") provided Subtenant assumes all obligations
and liabilities of Sublandlord, in a written agreement acceptable to
Sublandlord, under the Lease with respect to the Roof Rights and under any
separate agreement which may exist relating to the Roof Rights. Subtenant
hereby agrees to defend, indemnify and hold Sublandlord harmless from and
against any and all costs, damages, claims, and expenses (including, without
limitation, attorneys' fees) Sublandlord may suffer or incur as a result of, in
connection with, or arising out of, the assignment of the Roof Rights hereunder.
17. Sublandlord's Termination Option. Sublandlord shall have the
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right ("Sublandlord's Early Cancellation Right") to cancel this Sublease
effective on July 31, 2003 (for the purposes of this paragraph 17,
"Sublandlord's Early Termination Date") provided Sublandlord gives Subtenant
notice of such cancellation ("Sublandlord's Cancellation Notice") on our before
July 31, 2002 (time being of the essence). If Sublandlord exercises
Sublandlord's Early Cancellation Right, then, subject to the provisions
hereinafter provided in this paragraph, the Sublease Term shall end and expire
on Sublandlord's Early Termination Date as if such date were the date originally
fixed herein for the end and expiration of the Sublease Term. Notwithstanding
the foregoing, if at any time prior to January 1, 2002 (time being of the
essence) (i) Subtenant had positive net income for three (3) consecutive months,
as verified by Sublandlord, to Sublandlord's satisfaction, within thirty (30)
days following the expiration of such consecutive three (3) month period, or
(ii) Subtenant's monthly net loss, multiplied by the number of months then
remaining in the Sublease Term, does not exceed the unrestricted available cash
as then reflected on Subtenant's balance sheet, as verified by Sublandlord, to
Sublandlord's satisfaction, within thirty (30) days following the month in which
such net loss occurs, then, in either of such events, the provisions of this
paragraph 17 shall be null, void, and of no force or effect, and if Sublandlord
had theretofore exercised Sublandlord's Early Cancellation Right, it shall be
void ab initio and Sublandlord's Cancellation Notice shall be deemed to have
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never been given.
18. Subtenant's Termination Option. Subtenant shall have the right
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("Subtenant's Early Cancellation Right") to cancel this Sublease effective on
July 31, 2003 (for the purposes of this paragraph 18, "Subtenant's Early
Termination Date") provided Sublandlord receives notice from Subtenant of
Subtenant's exercise of Subtenant's Early Cancellation Right ("Subtenant's
Cancellation Notice") on or before July 1, 2002 (time being of the essence). If
Subtenant's Cancellation Notice is timely received (i) it shall be irrevocable,
(ii) the Sublease Term shall end and expire on Subtenant's Early Termination
Date as if such date were the date originally fixed herein for the end and
expiration of the Sublease Term, and (iii) at least thirty
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(30) days prior to Subtenant's Early Termination Date Subtenant shall pay to
Sublandlord (a) all sums that would be required to be paid by Sublandlord to
Landlord pursuant to Section 43.1 of the Lease at least thirty (30) days prior
to "Tenant's Early Termination Date" (as defined in the Lease) had Sublandlord
exercised its right to terminate the Lease as provided in Section 43.1 of the
Lease, and (b) the unamortized brokerage commission (without interest) incurred
by Sublandlord in connection with this Sublease, as of Subtenant's Early
Termination Date, based on the assumption that such commission is amortized on a
straight-line basis in equal monthly installments over the entire originally
contemplated Sublease Term commencing on the Commencement Date.
19. Subtenant's Contraction Option. Subtenant shall have the one
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time right to reduce the size of the Subleased Premises by up to 5,000 rentable
square feet, in the manner hereinafter provided (Subtenant's Contraction Right),
provided Sublandlord receives notice from Subtenant of Subtenant's exercise of
Subtenant's Contraction Right ("Subtenant's Contraction Notice") no later than
July 1, 2001 (time being of the essence). Subtenant's Contraction Notice shall
(i) set forth a date for the reduction of the Subleased Premises (the "Effective
Reduction Date) which Effective Reduction Date shall be no earlier than August
2, 2002 and no later than August 30, 2002, and (ii) contain a diagram, drawn to
scale, and prepared by a licensed architect, describing the portion of the
Subleased Premises to be eliminated therefrom (the "Eliminated Space").
Notwithstanding the foregoing, (i) both Landlord and Sublandlord must
specifically approve of the Eliminated Space, and (ii) the Eliminated Space must
be leaseable and marketable. If either or both of the conditions set forth in
the preceding sentence (the "Elimination Conditions") have not been satisfied,
Subtenant's Contraction Notice shall be deemed to have been withdrawn and shall
be null, void, and of no force or effect. If Subtenant's Contraction Notice is
timely received by Sublandlord and the Elimination Conditions have been
satisfied, (i) Subtenant shall pay to Sublandlord, at least thirty (30) days
prior to the Effective Reduction Date, (a) all sums that would be required to be
paid by Sublandlord to Landlord pursuant to Section 43.2 of the Lease at least
thirty (30) days prior to "Tenant's Early Termination Date of Up to 5,000 Square
Feet" (as defined in the Lease) had Sublandlord exercised its right under
Section 43.2 of the Lease to cancel the Eliminated Space, (b) the product
obtained by multiplying (x) the unamortized brokerage commission (without
interest) incurred by Sublandlord in connection with this Sublease, as of the
Effective Reduction Date, based on the assumption that such commission is
amortized on a straight-line basis in equal monthly installments over the entire
originally contemplated Sublease Term commencing on the Commencement Date, by
(y) a fraction, the numerator of which is the rentable square feet contained in
the Eliminated Space, and the denominator of which is 29,400, and (c) all costs
of separating the Eliminated Space from the balance of the Subleased Premises
including, but not limited to, the costs of construction to comply with all
applicable statutes, laws, rules, regulations and codes affecting the Subleased
Premises and the Eliminated Space, and (ii) on or before the Effective Reduction
Date Subtenant shall quit and surrender the Eliminated Space to Sublandlord in
the condition required under this Sublease upon the expiration of the Sublease
Term.
20. Limitation of Liability. This Sublease has been executed by KPMG
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LLP as Sublandlord. However, Subtenant agrees that in enforcing its rights
against Sublandlord, Subtenant shall rely solely on the assets of KPMG LLP in
the United States of America and as if KPMG LLP, which is a limited liability
partnership, was in fact a corporation adequately
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capitalized for all purposes and the partners were shareholders. Subtenant
further agrees that no partner or partners of Sublandlord shall be liable or
responsible for the obligations or liabilities of Sublandlord pursuant to,
arising out of, or in connection with this Sublease. Subtenant shall not take
any action against any partner or partners, or the assets of any partner or
partners, of Sublandlord, by virtue of Sublandlord having executed this
Sublease, or by virtue of the failing of Sublandlord to perform any of its
duties or obligations pursuant to, arising out of, or in connection with this
Sublease. With respect to any provision of this Sublease or any holding or
interpretation of law which provides, in effect, that Sublandlord shall not
unreasonably withhold or unreasonably condition or delay any consent or any
approval, Subtenant in no event shall be entitled to make, nor shall Subtenant
make, any claim, and Subtenant hereby waives any claim, for money damages, nor
shall Subtenant claim any money damages by way of set-off, counterclaim or
defense, based upon any claim or assertion by Subtenant that Sublandlord has
unreasonably withheld or unreasonably delayed or conditioned any consent or
approval. Subtenant's sole remedy in such cases shall be an action or proceeding
to enforce any such provision, or for specific performance, injunction or
declaratory judgment.
21. Miscellaneous. This Sublease shall be governed by the laws of
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the State of New York. This Sublease supersedes all prior discussions and
agreements between the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease, as
of the day and year first above written.
SUBLANDLORD:
KPMG LLP, a Delaware limited liability
partnership
By:/s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx
National Director
Real Estate
SUBTENANT:
GREENWICH TECHNOLOGY PARTNERS, INC., a
Delaware corporation
By:/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, CFO
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