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Exhibit 10.24
LEASE
THIS LEASE (this "Lease") is made as of November 1, 1997, by and between
THERMO INSTRUMENT SYSTEMS INC., a Delaware corporation having a place of
business at 000 Xxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxx 00000 ("Lessor"),
and CAC INC., a Delaware corporation having a principal place of business at
00000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxx 00000 ("Lessee").
For and in consideration of the premises and mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEMISE OF PREMISES. Lessor does hereby lease to Lessee, and Lessee
does hereby lease from Lessor, those certain premises known and numbered as
00000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxx, together with all improvements thereon
and all rights, privileges, appurtenances and amenities belonging to or in any
way appertaining thereto (the "Premises"), which Premises are more particularly
described in EXHIBIT A attached hereto and incorporated herein by this
reference.
2. TERM. The term of this Lease shall be for a period of ten (10) years
(the "Term"), commencing on November 1, 1997 (the "Commencement Date") and
continuing through and including September 30, 2007; provided, however, that
Lessee shall have the right to terminate this Lease at any time upon no less
than thirty (30) days' prior written notice to Lessor.
3. RENT. Lessee hereby agrees to pay rent to Lessor in an amount equal to
$186,000 per annum (the "Rent"). All Rent shall be paid in equal monthly
installments in advance on the first day of each calendar month. Rent for any
partial month shall be prorated on a per diem basis based upon the actual number
of days of such month. Rent shall be payable in lawful money of the United
States to Lessor at the address set forth in Section 23 below or to such other
persons or at such other places as Lessor may from time to time hereafter
designate by written notice to Lessee.
4. USE. Lessee may use and occupy the Premises for any lawful purpose.
5. MAINTENANCE. Lessee shall, at all times throughout the Term, at its
sole cost and expense, put, keep and maintain the Premises and every improvement
located thereon in good order, condition and repair, except for reasonable wear
and tear, condemnation and casualty loss. This maintenance obligation shall
include all curbs, sidewalks, landscaping, beds, plantings, parking areas,
driveways, fixtures, appurtenances, mechanical and electrical systems, interior
and exterior items (including all roofs,), structural and non-structural items,
ordinary and extraordinary repairs, and all foreseen and unforeseen repairs,
whether or not necessitated by obsolescence or defects, latent or otherwise. As
used herein, "repairs" shall include replacements, restorations and/or renewals,
when necessary or appropriate to keep the Premises in good order, condition and
repair at all times throughout the Term. All repairs shall be made in a first
class
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workmanlike manner. In addition, Lessee shall keep and maintain the Premises in
a clean and orderly condition, free of dirt, rubbish, snow and ice. The
necessity for and adequacy of repairs to the Premises shall be measured by the
prevailing standard for premises of similar construction and class in the
locality in which the Premises are situated.
6. LEGAL REQUIREMENTS. Lessee agrees that, during the Term of this Lease,
Lessee shall, at Lessee's sole cost and expense, promptly observe and comply
with, and conform the Premises to, all present and future ordinances, laws,
rules and regulations affecting the Premises whether the same are in force and
effect at the time of the Commencement Date or may in the future be passed,
enacted, or directed (collectively, "Legal Requirements"), and Lessee shall pay
all costs , expenses, liabilities, losses, damages, fines, penalties, claims and
demands, including without limitation reasonable attorneys' fees, that may in
any manner arise out of or be imposed because of the failure of Lessee to comply
with the provisions of this Section 6. Lessee shall have the right, upon written
notice to Lessor, to contest any obligations imposed upon Lessee pursuant to the
provisions of this Section 6 and to defer its compliance during the pendency of
such contest, provided the enforcement of such Legal Requirement is stayed
during such contest and such contest will not subject Lessor to criminal penalty
or jeopardize the title to the Premises. Lessor shall cooperate reasonably with
Lessee in any such contest.
7. UTILITIES. Lessee agrees to pay directly to the applicable provider
thereof all charges for electricity, gas, water, garbage, sewage, telephone and
other utilities used or consumed in the Premises.
8. TAXES, ASSESSMENT AND INSURANCE.
8.1 TAXES AND ASSESSMENTS. Lessee agrees to pay, at Lessee's sole
cost and expense, all taxes and special and general assessments which may be
levied upon the Premises during the Term hereof prior to delinquency. Lessee
further agrees to pay, at Lessee's sole cost and expense, all taxes and special
and general assessments which may be levied upon Lessee's personal property
located upon the Premises during the Term of this Lease prior to delinquency.
8.2 INSURANCE. Lessee agrees to carry and maintain in full force and
effect during the Term of this Lease, at Lessee's sole cost and expense, with
reputable companies duly authorized to transact business in the state in which
the Premises are located, (i) public liability insurance naming Lessor as an
additional insured (to the extent of Lessee's negligence) and covering bodily
injury and property damage liability, with limits of coverage of not less than
$1,000,000 for each person and $1,000,000 in the aggregate for bodily injury or
death for each accident, and $1,000,000 for property damage for each accident,
and (ii) a policy of All-Risk insurance, with extended coverage endorsement,
insuring the improvements situated on the Premises on a full replacement cost
basis. The All-Risk insurance referenced in clause (ii) of the immediately
preceding sentence shall name Lessor as loss payee. Lessee shall, upon request,
furnish to Lessor certificates of all insurance required to be maintained by
Lessee under this Lease. Notwithstanding anything to the contrary contained in
this Lease, Lessor and Lessee each hereby waives all rights of recovery against
the other party, and such other party's insurance carrier (by way of subrogation
or otherwise), for all losses, damages or injuries to the Premises,
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any improvements thereon or any personal property of either party therein, to
the extent such waiver does not invalidate the insurance coverage of either
party and to the extent such losses, damages or injuries are covered by
insurance the damaged party is required to carry hereunder or otherwise elects
to maintain.
9. ALTERATIONS. Lessee shall have the right to make non-structural,
interior alterations, additions, betterments and improvements to the Premises
with Lessor's prior consent, which consent shall not be unreasonably withheld,
conditioned or delayed. Any and all alterations, additions, betterments and
improvements made by Lessee ("Lessee Alterations") shall be at Lessee's sole
cost and expense and in compliance with all applicable ordinances, laws, rules
and regulations. Lessee agrees to remove or bond over any mechanics',
materialmen's or other liens created against or imposed upon the Premises, or
any part thereof, as a result of any Lessee Alterations. All Lessee Alterations
shall become the property of Lessor upon the expiration or earlier termination
of this Lease; provided, however, that, notwithstanding the foregoing, Lessee
shall be required upon the expiration or earlier termination of this Lease to
remove from the Premises, at Lessee's sole cost and expense, all Lessee
Alterations which Lessor has indicated, at the time Lessor consented to the
same, are to be so removed by Lessee. Lessee shall repair, at Lessee's sole cost
and expense, any damage caused by such removal. Lessee's trade fixtures,
equipment and personal property located on the Premises, however installed or
located, shall be and remain the property of Lessee and may be removed at any
time from the Premises by Lessee.
10. CONDEMNATION. If any part of the Premises shall be taken for public
use by right of eminent domain or transferred by agreement under threat of such
taking, this Lease shall terminate as of the earlier of the date of such taking
or agreement or the date title is vested in the condemnor or transferee. All
rights to damages or compensation with respect to such taking shall belong to
Lessor in all cases, except that Lessee shall have the right to prove and
collect in a separate action the value of the trade fixtures and Lessee
Alterations installed by it and moving expenses. In the event of the termination
of this Lease under the provisions of this Section 10, all Rent paid in advance
shall be apportioned and returned to Lessee as of the date of such termination.
Notwithstanding the foregoing, in the event that only a part of the Premises
shall be so taken and the part not so taken shall, in Lessee's opinion, be
sufficient for the operation of Lessee's business, Lessee, at its election, may
retain the part not so taken and this Lease shall continue in full force and
effect with a reduction in Rent in corresponding proportion to the reduction in
square footage. In the event of a partial taking where Lessee elects to continue
this Lease in accordance with the provisions of the immediately preceding
sentence, Lessor shall promptly restore, at Lessor's sole cost and expense, the
remainder of the Premises as nearly equivalent as practicable to its condition
immediately prior to such taking. If Lessor fails to so restore the Premises
within ninety (90) days from the date that possession of the portion of the
Premises taken is delivered to the condemning authority (including any and all
periods of Excusable Delay), then, in such event, Lessee may elect to terminate
this Lease by no less than ten (10) days' prior written notice to Lessor given
no later than thirty (30) days after the expiration of the aforesaid ninety
(90)-day period.
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11. CASUALTY. In the event that less than fifty percent (50%) of the
Premises is damaged or destroyed by fire, the elements, or any other cause or
casualty, Lessor shall proceed with due diligence to repair the Premises
(excluding any Lessee Alterations) to a condition as nearly equivalent as
practicable to their condition immediately prior to such damage or destruction.
Within fifteen (15) days of such damage or destruction, Lessor shall notify
Lessee if the same can be so repaired within sixty (60) days of such damage or
destruction. If such repairs are not, or if Lessor notifies Lessee that the same
cannot be, completed as aforesaid within said sixty (60)-day period (including
any and all periods of Excusable Delay), Lessee may, at Lessee's option,
terminate this Lease as of the date of such damage or destruction upon written
notice to Lessor given no less than five (5) business days after Lessee's
receipt of Lessor's notice or the expiration of said sixty (60)-day period, as
the case may be. Upon termination of this Lease, all Rent paid in advance shall
be apportioned as of the date of the damage or destruction.
In the event that more than fifty percent (50%) of the Premises is damaged
or destroyed by fire, the elements, or other cause or casualty, Lessor or Lessee
shall have the option to terminate this Lease upon written notice given to the
other party no later than ten (10) business days after the date of the
occurrence of such damage or destruction. Any such termination shall be
effective as of the date of such damage or destruction. If neither party elects
to exercise its option to terminate, Lessor shall proceed with due diligence to
repair the Premises (excluding any Lessee Alterations) to a condition as nearly
equivalent as practicable to their condition immediately prior to such damage or
destruction. Within fifteen (15) days of such damage or destruction, Lessor
shall notify Lessee if the same can be so repaired within ninety (90) days of
such damage or destruction. If such repairs are not, or if Lessor notifies
Lessee that the same cannot be, completed as aforesaid within said ninety
(90)-day period (including any and all periods of Excusable Delay), Lessee may,
at Lessee's option, terminate this Lease as of the date of such damage or
destruction upon written notice to Lessor given no less than five (5) business
days after Lessee's receipt of Lessor's notice or the expiration of said ninety
(90)-day period, as the case may be. Upon termination of this Lease, all Rent
paid in advance shall be apportioned as of the date of the damage or
destruction. A just proportion of the Rent according to the nature and extent of
the damage shall be abated until the completion of any restoration performed by
Lessor pursuant to this Section 11.
12. SUBORDINATION. This Lease shall be subject and subordinate to the lien
of any first mortgage of the entire fee interest of the Premises to a bona fide
lending, thrift or banking institution, pension fund or insurance company to
provide construction and/or permanent financing and any renewals, modifications
or extensions thereof, provided that a Subordination, Recognition and
Non-Disturbance Agreement (a "Subordination Agreement") is executed,
acknowledged and delivered by such mortgagee to Lessee. Such Subordination
Agreement must be in form suitable for recording and must contain substantially
the following provisions:
(a) The mortgagee consents to and approves this Lease;
(b) Lessee shall not be named or joined as a party defendant in any
suit, action or proceeding for the foreclosure of the mortgage or to
enforce any rights under the mortgage or note or other obligation secured
thereby;
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(c) The possession by Lessee of the Premises and Lessee's rights
thereto shall not be disturbed, affected or impaired by, nor will this
Lease or the Term be terminated or otherwise affected by, (i) any suit,
action or proceeding upon the mortgage or the note or other obligation
secured thereby, or the foreclosure of the mortgage or the enforcement of
any rights under the mortgage or any other documents held by the mortgagee,
or by any judicial sale or execution or other sale of the Premises, or by
any deed given in lieu of foreclosure, or by the exercise of any other
rights given to the mortgagee by any other documents or as a matter of law
or (ii) any default under the mortgage or the note or other obligation
secured thereby;
(d) If the mortgagee takes possession of the Premises or starts
collecting rent or becomes the owner of the Premises by reason of
foreclosure of the mortgage or otherwise, or if the Premises shall be sold
as a result of any action or proceeding to foreclose the mortgage or by a
deed given in lieu of foreclosure, this Lease shall continue in full force
and effect, without necessity for executing any new lease, as a direct
lease between Lessee, as tenant thereunder, and the mortgagee or then owner
of the Premises, as landlord thereunder, upon all of the same terms,
covenants, and provisions contained in this Lease, and in such event the
mortgagee or new owner shall be bound to Lessee under all of the terms,
covenants and provisions of this Lease for the remainder of the Term
hereof, which terms, covenants and provisions such mortgagee or new owner
hereby agrees to assume and perform;
(e) The mortgagee must acknowledge and agree that all trade fixtures,
equipment and personal property owned by Lessee located or installed in or
on the Premises, regardless of the manner or mode of attachment, shall be
and remain the property of Lessee and may be removed by Lessee at any time.
In no event (including a default under this Lease or the mortgage) shall
the mortgagee have any liens, rights or claims in Lessee's property unless
such property or any part thereof shall be deemed fixtures; and the
mortgagee expressly waives all rights of levy, distraint, or execution with
respect to said property; and
(f) Such Subordination Agreement shall bind and inure to the benefit
of and be enforceable by the parties thereto and their respective heirs,
personal representatives, successors and assigns.
The term "mortgage", as used herein, includes mortgages, deeds of trust or
other similar instruments and modifications, consolidations, extensions,
renewals, replacements and substitutes thereof. In the event of the existence of
any mortgage at the time this Lease is executed and to which this Lease would
otherwise be subordinate, Lessor shall obtain a Subordination Agreement in the
form set forth above simultaneously with, or before the date of, Lessee's
execution of this Lease.
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13. ASSIGNMENT AND SUBLETTING. Lessee may not assign this Lease or sublet
the Premises, in whole or in part, without the express written consent of
Lessor. Notwithstanding anything to the contrary contained in this Lease, Lessee
shall have the right to make, without Lessor's consent, any assignment of this
Lease or subletting of all or any portion of the Premises to (a) a parent,
subsidiary, affiliate or division of Lessee, (b) any entity with which or into
which Lessee may consolidate or merge, or (c) any entity acquiring all or
substantially all of the assets of Lessee.
14. LESSEE'S DEFAULT.
14.1 EVENT OF DEFAULT. Each of the following events shall constitute
an "Event of Default" of Lessee:
(a) Lessee's failure to pay when due any payment of Rent or other sum
which it is obligated to pay by any provision of this Lease, which failure
continues for ten (10) days after written notice thereof by Lessor to Lessee;
and
(b) Lessee's failure to perform any of its other obligations under
the provisions of this Lease, which failure continues for thirty (30) days after
written notice thereof by Lessor to Lessee (or, if such failure cannot
reasonably be cured in thirty (30) days, if Lessee fails to commence to cure the
same within said thirty (30)-day period and thereafter diligently to prosecute
such cure to completion).
14.2 LESSOR'S REMEDIES. If any Event of Default occurs, Lessor shall
have the right, at the option of Lessor, to terminate this Lease upon three (3)
days written notice to Lessee, and thereupon to re-enter and take possession of
the Premises. If any Event of Default occurs, Lessor shall further have the
right, at its option, from time to time, without terminating this Lease, to
re-enter and relet the Premises, or any part thereof, as the agent and for the
account of Lessee upon such terms and conditions as Lessor may deem advisable or
satisfactory, in which event the rents received on such re-letting shall be
applied first to the expenses of such re-letting and collection including, but
not limited to, necessary renovation and alterations of the Premises, reasonable
attorneys' fees, any real estate commissions paid, and thereafter toward payment
of all sums due or to become due to Lessor hereunder, and if a sufficient sum
shall not be thus realized or secured to pay such sums and other charges, (i) at
Lessor's option, Lessee shall pay Lessor any deficiency immediately upon demand
therefor, and Lessor may bring an action therefor as such deficiency shall
arise, or (ii) at Lessor's option, the present value of the entire deficiency,
which is subject to ascertainment for the remaining Term of this Lease, less the
amount Lessee proves could have been reasonably avoided by Lessor, shall be
immediately due and payable by Lessee. Lessor shall not, in any event, be
required to pay Lessee any surplus of any sums received by Lessor on a
re-letting of the Premises in excess of the Rent provided in this Lease.
If any Event of Default occurs, Lessor, in addition to other rights and
remedies it may have, shall have the right in accordance with applicable law to
remove all or any part of Lessee's property from the Premises and any property
removed may be stored in any public warehouse or elsewhere at the cost of, and
for the account of, Lessee, and Lessor shall not be responsible for
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the care or safekeeping thereof whether in transport, storage or otherwise, and
Lessee hereby waives any and all claims against Lessor for loss, destruction
and/or damage or injury which may be occasioned by any of the aforesaid acts.
No such re-entry or taking possession of the Premises by Lessor shall be
construed as an election on Lessor's part to terminate this Lease unless a
written notice of such intention is given to Lessee. Notwithstanding any such
re-letting without termination, Lessor may at all times thereafter elect to
terminate this Lease for such previous Event of Default. Notwithstanding
anything to the contrary contained herein, Lessor agrees to use reasonable
efforts to mitigate its damages following the occurrence of an Event of Default.
15. ENVIRONMENTAL. Lessor agrees to indemnify, defend and hold harmless
Lessee from and against any and all liabilities, losses, damages, suits,
actions, causes of action, costs, expenses (including without limitation
reasonable attorneys' fees and disbursements and court costs), penalties, fines,
demands, judgments, claims or liens (including without limitation liens or
claims imposed under any environmental legislation) arising from or in
connection with the presence at the time of Lessee's taking possession of the
Premises of Hazardous Materials (as hereinafter defined) on, in or under, or the
subsequent removal thereof from, the Premises.
Lessee agrees to indemnify, defend and hold harmless Lessor from and
against any and all liabilities, losses, damages, suits, actions, causes of
action, costs, expenses (including without limitation reasonable attorneys' fees
and disbursements and court costs), penalties, fines, demands, judgments, claims
or liens (including without limitation liens or claims imposed under any
environmental legislation) arising from or in connection with the use, storage,
release or discharge by Lessee during the Term of Hazardous Materials on, in or
under, or the subsequent removal thereof from, the Premises.
For purposes of this Section 15, the term "Hazardous Materials" shall
include without limitation (A) any petroleum product, any flammable, explosive
or radioactive material, or any hazardous or toxic waste, substance or material,
including without limitation substances defined as "hazardous substances",
"hazardous materials," "solid waste" or "toxic substances" under any laws
relating to hazardous or toxic materials and substances, air pollution
(including noise and odors), water pollution, liquid and solid waste,
pesticides, drinking water, community and employee health, environmental land
use management, stormwater, sediment control, nuisances, radiation, wetlands,
endangered species, environmental permitting or petroleum products, which laws
may include, but not be limited to, the Federal Insecticide, Fungicide, and
Rodenticide Act, as amended; the Toxic Substances Control Act; the Clean Water
Act; the National Environmental Policy Act, as amended; the Solid Waste Disposal
Act, as amended; the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986; the Hazardous Materials Transportation Act, as
amended; the Resource Conservation and Recovery Act, as amended; the Clean Air
Act, as amended; the Emergency Planning and Community Right-to-Know Act, as
amended; the Occupational Safety and Health Act, as amended; comparable state
laws and ordinances; and all rules and regulations promulgated pursuant to such
laws and ordinances; and (B) any other
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substances or materials which are subject to comparable regulation by the State
of Texas or any other public or governmental authority having jurisdiction over
the Property.
The provisions of this Section 15 shall survive the expiration or earlier
termination of this Lease.
16. INDEMNIFICATION. Lessee shall indemnify, defend and hold harmless
Lessor from and against any and all damages, liabilities, actions, causes of
action, suits, claims, demands, losses, costs and expenses (including without
limitation reasonable attorneys' fees and disbursements and court costs) to the
extent arising from or in connection with the negligence or willful misconduct
of Lessee, its agents, employees, representatives or contractors.
Lessor shall indemnify, defend and hold harmless Lessee, its parent,
subsidiaries and affiliates, and their respective officers, directors,
shareholders and employees, from and against any and all damages, liabilities,
actions, causes of action, suits, claims, demands, losses, costs and expenses
(including without limitation reasonable attorneys' fees and disbursements and
court costs) to the extent arising from or in connection with the negligence or
willful misconduct of Lessor, its agents, employees, representatives or
contractors.
The party seeking indemnification under this Section (the "Indemnified
Party") shall provide prompt written notice of any third party claim to the
party from whom indemnification is sought (the "Indemnifying Party"). The
Indemnifying Party shall then have ten (10) days to elect, by written notice to
the Indemnified Party, to assume, at the Indemnifying Party's request, exclusive
control of the defense of such claim. The Indemnified Party agrees to cooperate
reasonably with the Indemnifying Party in connection with the performance of the
Indemnifying Party's obligations under this Section.
The provisions of this Section shall survive the expiration or earlier
termination of this Lease.
17. PREVAILING PARTY. If any action at law or in equity is brought to
enforce or interpret the provisions of this Lease, the prevailing party in such
action shall be entitled to reimbursement of the reasonable attorneys' fees and
disbursements and court costs incurred by said prevailing party in connection
with such action.
18. EXCUSABLE DELAY. Except as otherwise expressly provided herein, in any
case where either party hereto is required to perform any act, delays caused by
or resulting from acts of God, war, civil commotion, labor difficulties,
shortages of labor, materials or equipment, government regulations, or other
causes beyond such party's reasonable control (individually, an "Excusable
Delay") shall not be counted in determining the time during which the
performance of such act shall be completed, whether such time be designated by a
fixed date, a fixed time or "a reasonable time."
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19. BROKERAGE. Each of the parties hereto represents and warrants to the
other that there are no claims for brokerage commissions or finder's fees in
connection with the execution of this Lease. Each party shall indemnify and hold
harmless the other party from and against any and all claims for brokerage fees,
commissions or other charges arising from the dealings of such party in
connection with this Lease.
20. HOLDING OVER. Lessor agrees that no holding over by Lessee after the
expiration of this Lease shall operate to extend or renew this Lease, and that
any such holding over shall be construed as a tenancy from month to month at one
hundred fifty percent (150%) of the monthly Rent in effect when such holding
over shall have commenced, and such tenancy shall be subject to all the terms,
conditions, covenants and agreements of this Lease.
21. QUIET ENJOYMENT. Lessor agrees that, so long as Lessee is not in
default hereunder beyond the expiration of all applicable notice and cure
periods, Lessee may peaceably and quietly have, hold and enjoy the Premises
during the Term of this Lease, as the same may be extended, without any manner
of hindrance, disturbance or molestation.
22. SUCCESSORS AND ASSIGNS/LIMITATION OF LIABILITY. It is understood and
agreed by and between the parties hereto that the agreements, covenants, terms,
conditions, provisions and undertakings in this Lease shall extend to and be
binding upon the permitted assigns and successors-in-interest of the respective
parties hereto, as if they were in every case named and expressed, and shall be
construed as covenants running with the land; and wherever reference is made to
either of the parties hereto, it shall be held to include and apply also to the
heirs, personal representatives, beneficiaries, successors and permitted assigns
of such party, as if in each and every case so expressed. The obligations of
Lessor shall be binding upon the assets of Lessor which comprise the Premises
but not upon any other assets of Lessor.
23. NOTICES. Whenever, by the terms of this Lease, notice, demand or other
communication shall or may be given to either party, the same shall be in
writing and addressed as follows:
If to Lessor:
Thermo Instrument Systems Inc.
0 Xxxx Xxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attention: President
with a copy to:
Thermo Electron Corporation
00 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: General Counsel
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If to Lessee:
CAC Inc.
00000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: President
with a copy to:
Thermo Electron Corporation
00 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: General Counsel
or to such other address or addresses as shall from time to time be designated
by written notice by either party to the other as herein provided. All notices
shall be sent by registered or certified mail, postage pre-paid and return
receipt requested, or by Federal Express or other comparable courier providing
proof of delivery, and shall be deemed duly given and received (i) if mailed, on
the third business day following the mailing thereof, or (ii) if sent by
courier, the date of its receipt (or, if such day is not a business day, the
next succeeding business day).
24. YIELD UP. Lessee agrees on or before the expiration or earlier
termination of this Lease to remove its trade fixtures, equipment and personal
property, together with any Lessee Alterations required to be removed pursuant
to Section 9 above, to repair any damage caused by such removal, to surrender
all keys to the Premises and to yield up the Premises in the same order and
repair in which Lessee is obligated to maintain the Premises by the provisions
of this Lease, reasonable wear and tear and damage by casualty or condemnation
excepted.
25. MISCELLANEOUS. This Lease shall be governed by and construed in
accordance with the laws of the State of Texas. This Lease constitutes the
entire agreement between Lessor and Lessee with respect to the subject matter
hereof and shall not be supplemented, amended, varied or modified in any manner
except by an instrument in writing signed by duly authorized representatives of
both parties. No delay or omission on the part of either party to this Lease in
requiring performance by the other party or in exercising any right hereunder
shall operate as a waiver of any provision hereof or of any right hereunder, and
the waiver, omission or delay in requiring performance or exercising any right
hereunder on any one occasion shall not be construed as a bar to or waiver of
such performance or right on any future occasion. Any and all rights and
remedies which either party may have under this Lease, at law or in equity,
shall be cumulative and shall not be deemed inconsistent with each other, and
any two or more of all such rights and remedies may be exercised at the same
time insofar as permitted by law. Section headings and the organization of this
Lease are for descriptive purposes only and shall not control or alter the
meaning of this Lease. The individuals executing this Lease hereby represent and
warrant that they are empowered and duly authorized to so execute this Lease on
behalf of the parties they represent. This Lease may be executed in two (2)
counterpart copies, each of which shall constitute an original for all purposes.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease as a sealed
instrument as of the date first above written.
LESSOR:
THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: President and Chief Operating Officer
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LESSEE:
CAC INC.
By: /s/ X.X. Xxxxxxxx
-----------------------------------------
Name: X.X. Xxxxxxxx
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Title: President
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