EXHIBIT 10.3
L E A S E A G R E E M E N T
1. Parties THIS LEASE, dated the 3rd day of November, 1997, between
AMERICAN WAY L.L.C., 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxx 00000, party of the first part, hereinafter called
Lessor, and NEW HORIZONS COMPUTER LEARNING CENTER OF MEMPHIS,
INC., party of the second part, hereinafter called Lessee.
2. Consideration In consideration of rents, covenants and agreements
& Premises hereinafter reserved and contained on the part of Lessee to be
observed and performed, Lessor leases to Lessee and Lessee
rents from Lessor, those certain premises now erected at 0000
Xxxxxxxx Xxx [herein called "Property"] having approximately
27,473 square feet herein Called "Leased Premises".
The use and occupation by Lessee of the leased premises shall
include the use in common with other entitled thereto of the
common areas, employees' car parking areas, service roads,
loading facilities, sidewalks, customer car parking areas and
other facilities as may be designated from time to time by
Lessor.
Lessee leases the leased premises for the sole purpose of use
as a Computer Training Center.
3. Term TO HAVE AND TO HOLD the leased premises unto Lessee for a
period of Ten (10) Years. Said period shall commence on April
15, 1998, and expire on April 14, 2008.
4. Base Lessee agrees to pay to Lessor at Lessor's designated address
on the first day of every month during the term of this Lease,
without demand AND WITHOUT ANY REDUCTION or set-off
whatsoever, a fixed minimum base rent before escrows as stated
below.
In the event any payment due from Tenant shall remain unpaid
more than ten (10) days following the due date of such
payment, in addition to any amounts payable hereunder, Tenant
shall pay to Landlord as a late charge an amount equal to five
(5%) percent of any past due amount.
MINIMUM GUARANTEED RENTAL - MONTHLY $20,319.33
INITIAL COMMON AREA MAINTENANCE-MONTHLY 350.00
INITIAL INSURANCE ESCROW - MONTHLY 200.00
INITIAL TAX ESCROW PAYMENT MONTHLY 1,065.00
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TOTAL MONTHLY PAYMENT $21,934.33
L E A S E A G R E E M E N T
5. Waiver of Lessee hereby covenants to pay any and all sums designated
Notice rent without any demand or notice for payment of rent from
and Lessor, or his agent said demand or notice being expressly
Demand waived by Lessee.
6. Taxes PROPERTY TAXES - Lessee shall be liable for all taxes levied
& Insurance against the personal property and trade fixtures Insurance
placed by Lessee in the Demised Premises. If any such taxes
are levied against Lessor or Lessor's PROPERTY and if Lessor
elects to pay the same or if the assessed value of Lessor's
property is increased by inclusion of personal property and
trade fixtures placed by Lessee in the Demised Premises and
Lessor elects to pay the taxes based on such increase, Lessee
shall pay Lessor upon demand that part of such taxes for which
Lessee is primarily liable hereunder.
Lessee agrees to pay its proportionate share of all taxes,
assessments, and governmental charges of any kind and nature
whatsoever [hereinafter collectively referred to as the
"Taxes"], levied or assessed against the Property. During each
month of the term of this lease, Lessee shall make a monthly
escrow deposit with Lessor equal to 1/12th of its
proportionate share of the Taxes on the Property which will be
due and payable for that particular year. Lessee authorizes
Lessor to use the funds deposited by him with the Lessor under
this Article #7 to pay the Taxes levied or assessed against
the Property. Each Tax Escrow Payment shall BE DUE AND payable
at the same time in the same manner as the time and manner of
the payment of Minimum Guaranteed Rental as provided herein.
The AMOUNT OF THE INITIAL MONTHLY Tax Escrow payment is based
upon the Lessee's proportionate share of the estimated taxes
on the Property for year in question, and monthly Tax Escrow
Payment is subject to increase or decrease as determined by
Lessor to reflect an accurate escrow of Lessee's estimated
proportionate share of the Taxes. The Tax Escrow Payment
account of Lessee shall BE RECONCILED annually. If Lessee's
total Tax Escrow Payments are less than Lessee's total prorata
share of the Taxes on the Property, Lessee shall pay Lessor
upon demand the difference; if the total Tax Escrow Payments
are greater than Lessee's actual prorata share of the Taxes on
the Property, Lessor shall retain such excess and credit it to
the Lessee's Tax Escrow Account. Lessee's proportionate share
of the Taxes on the Property shall he computed by multiplying
the Taxes by a fraction, the numerator of which shall be the
number of square feet of floor space in the Demised Premises
and the denominator of which shall be the number of square
feet of all stores in the Property.
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L E A S E A G R E E M E N T
If Lessee should fail to pay any taxes, assessments or
governmental charges required to be paid by Lessee hereunder,
in addition to any other remedies provided herein, Lessor may,
if it so elect, pay such taxes/ assessments and governmental
charges. Any sums paid by Lessor shall be deemed to be so much
additional rental owing by Lessee to Lessor and due and
payable upon demand as additional rental plus interest at the
rate of ten [10%] percent per annum from the date of payment
by Lessor until repaid by Lessee.
If at any time during the term of this lease, the present
method of taxation shall be changed to that in lieu of the
whole or any part of any taxes, assessments, levies or charges
levied, assessed or imposed on real estate and the
improvements thereon there shall be levied, assessed or
imposed on Lessor a capital levy or other tax directly on the
rents received therefrom and/or a franchise tax, assessment,
levy or charges, measured by or based, in whole or in part,
upon such rents on the present or any future building or
buildings on the Property, then all such taxes, assessments,
levies, or charges, or the part thereof so measured or based
shall be deemed to be included within the term "Taxes" for the
purposes hereof.
Lessee may, alone or along with any other Lessee of building
at its or their sole cost and expense, in its or their own
name(s) dispute and contest any "Taxes" by appropriate
proceedings diligently conducted in good faith, but only after
Lessee and all OTHER LESSEES, if any, joining with Lessee in
such contest have deposited with Lessor the amount so
contested and unpaid, or their proportionate share thereof as
the case may be, which shall be held by Lessor without
obligation for interest until the termination of the
proceedings, at which time the amount(s) deposited shall be
applied by Lessor toward the payment of the items held valid
(plus any COURT COSTS, INTEREST, PENALTIES AND OTHER
liabilities associated with the proceedings), and Lessee's
share of any excess shall be returned to Lessee. Lessee
further agrees to pay to Lessor upon demand Lessee's share (as
among all Lessees who participated in the contest) of all
court costs, interest, penalties and other liabilities
relating to such proceedings. Lessee hereby Indemnifies and
agrees to hold harmless, Lessor from and against any cost,
damage or expense (including attorney fees) in connection with
any such proceedings.
Any payment to be made pursuant to this Article with respect
to the real estate tax year in which this lease commences or
terminates shall bear the same ratio to
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L E A S E A G R E E M E N T
the payment which would be required to be made for the full
tax year as that part of such tax year covered by the term of
this lease bears to a full tax year.
INSURANCE - Lessee agrees to pay its proportionate share of
Lessor's cost of carrying fire and extended coverage insurance
on the Property. During each month of the term of this lease,
Lessee shall make a monthly escrow deposit with the Lessor
equal to 1/12th of its proportionate share of the Insurance on
the Property which will be due and payable for the particular
year. Lessee authorizes Lessor to use the funds deposited by
him with Lessor under this Article 7, to pay cost of such
Insurance. Each Insurance Escrow payment shall be due and
payable at the same time and manner of the payment of
Guaranteed Rental as provided herein. The amount of the
initial monthly Insurance Escrow Payment will be that amount
set out in Article 4 above. The initial monthly Insurance
Escrow Payment is based upon Lessee's proportionate share of
the estimated Insurance on the Property for the year in
question, and the monthly Insurance Escrow Payment is subject
to increase or decrease as determined by Lessor to reflect an
accurate monthly escrow of Lessee's estimated proportionate
share of the Insurance. The Insurance Escrow Payment Account
of Lessee shall be reconciled annually. If the Lessee's total
Insurance Escrow Payments are less than Lessee's actual
prorata share of the Insurance on the Property, Lessee shall
pay to Lessor upon demand the difference; if the total
Insurance Escrow Payments by Lessee are more than Lessee's
actual prorata share of the insurance on the Property, Lessor
shall retain such excess and credit it to Lessee's Insurance
Escrow Payment account. Lessee's proportionate share of the
cost of Insurance on the Property shall be computed by
multiplying the cost of Insurance by a fraction, the numerator
of which shall be the number of square FEET OF FLOOR SPACE IN
THE DEMISED Premises and the denominator of which shall be the
number of square feet of all stores in the Property.
7. Addi- The Lessee shall pay as additional rent any money required to
tional be paid under this lease whether or not the same be designated
Rents "additional rent". If such amounts or charges are not paid at
the time provided in this ease, nevertheless, if not paid when
due, be collectible as additional rent with the next year
installment of rent thereafter falling due hereunder, but
nothing herein contained shall be deemed to suspend or delay
the payment of any amount of money or charge at the time
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L E A S E A G R E E M E N T
the same becomes due and payable hereunder or limit any other
remedy of the Lessor.
8. Proof of The Burden of proof of payment of rent in case of controversy
Payment shall be upon the Lessee
9. Security Lessee, contemporaneously with the execution of thislease, has
Deposit deposited with Lessor a sum equal to one month's rent, receipt
of which is hereby acknowledged by Lessor. Said deposit shall
be held by Lessor, without liability for interest, as security
for the faithful performance by Lessee of all the terms,
covenants-, and conditions of this lease by said Lessee to be
kept and performed during the term hereof. If at any time
during the term of this lease any of the rent herein reserved
shall be overdue and unpaid, or any other sum payable by
Lessee to Lessor hereunder shall be overdue and unpaid then
Lessor may, at the option of the Lessor (but Lessor shall not
be required to), appropriate and apply any portion of said
deposit to the payment of any such overdue rent or other sum.
Should Lessee comply with all of said terms, covenants and
conditions and promptly pay all of the rental herein provided
for as it falls due, and all other sums payable by Lessee to
Lessor hereunder, the said deposit shall be in full to Lessee
at the end of this lease, or upon the earlier termination of
this lease.
10. Subordi- Lessor shall have the right at any time and from time to,time
nation during the term of this Lease, as security for any
Non-Dis- indebtedness owed by Lessor, to create an encumbrance against
turbance its estate in the Premises OR ANY PARTY THEREOF; and provided,
and however, Lessor shall have first delivered to a written
Attornment Non-Disturbance and Attornment Agreement containing the
following:
a) Lessee's right to possession of the Premises pursuant to
all the terms and provisions of this Lease shall not be
disturbed if Lessee is not in default hereunder and so
long as Lessee shall pay the rent and observe and
perform all the provisions of this lease;
b) Should any beneficiary become the owner of the property
so encumbered or should said property be sold by reason
of foreclosure, Trustee's sale or other proceedings
brought to enforce said encumbrance, or should said
property be transferred by Deed in Lieu of Foreclosure,
this Lease shall continue in full force and effect as a
direct Lease between the then owner of the property
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L E A S E A G R E E M E N T
and Lessee upon the subject to all the terms, covenants and
conditions of this Lease for the balance of the term of lease
then remaining.
An express condition precedent to this Lease shall be the
delivery of said Nondisturbance Agreement, in the event the
premises or any estate therein owned by the Lessor is or has
been encumbered prior to the execution of this Lease.
11. Control of All parking areas, driveways, entrances and exits there to and
Common other facilities furnished by Lessor in or near the Property,
Areas including employee parking areas, truck ways, loading docks,
garbage pickup stations, pedestrian sidewalks, landscape
areas, and other improvements provided by Lessor for general
use, in common of Lessee, their officers, agents, employees
and customers, shall at all times be subject to the exclusive
control and management of Lessor. Lessor shall have both the
right from time to time to establish, modify and enforce
reasonable rules and regulations with respect to all common
areas mentioned and the right to construct or remove
facilities thereon; to police the same; and from time to time
change the area, level, location and arrangement of parking
areas and-other facilities hereinabove referred to; restrict
parking by Lessee, their officers, agents and employees to
employee parking areas designated from time to-time by Lessor.
Lessee WILL BE OBLIGATED TO ENFORCE forthwith the parking
restrictions imposed by Lessor and as a further part of its
obligation, Lessee agrees to furnish Lessor with the
automobile license numbers of its employees within fifteen
(15) days after being requested by the Lessor for such
numbers.
All common areas and facilities not within the leased
premises, which Lessee may be permitted to use and occupy, are
under a revocable license, and if the amount of such areas be
diminished, Lessor shall not be subject to any liability nor
shall Lessee be entitled to any compensation or diminution or
abatement of rent, nor shall such diminution of such areas be
deemed constructive or actual eviction.
The boundaries and location of the leased premises are
outlined on the site plan of the Property, which is deemed to
represent 48% of the Property space for purposes of
determining Lessee's share of the Center's costs under this
lease.
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L E A S E A G R E E M E N T
12. Cost of In each lease year, Lessee will pay to Lessor, in addition to
Mainte- the rental specified - hereinabove, as further additional
xxxxx on rent, subject to the limitation hereinafter set forth, a
Common proportion of that portion of Shopping operating costs
Areas incurred by Lessor, based upon the ratio of the square feet of
to the total square feet of all the building space owned by
Lessor in the Property. For the purpose of this paragraph, the
"operating expenses or costs" means the total cost and
expenses incurred by Lessor in operating and maintaining the
common facilities, actually used or available for use by
Lessee, excluding only items of expense commonly known as
designated as carrying charges but specifically including,
without limitation, gardening and landscaping, the cost of
public liability and property damage insurance, repairs, line
painting, lighting, sanitary control, removal of snow, trash,
rubbish, garbage and other refuse, depreciation on machinery
and equipment-used in such maintenance, the cost of personnel
to implement such services, to direct parking, and to police
the common facilities. "Common Facilities" means all areas,
space, equipment and special services provided by Lessor for
the common or joint use and benefit of the occupants of the
Property, their employees, agents, servants, customers and
other Invitees, including without limitation parking areas,
access roads, driveways, retaining walls, landscaped areas,
truck service ways or tunnels, loading docks, pedestrian
malls, courts, stairs, ramps and sidewalks, comfort and first
aide stations, washrooms, parcel pick up stations, canopies,
utilities, sprinkler hydrant charges, and hanging baskets or
FLOWER BOXES WITH plants. The additional rent provided herein
shall be computed annually. Lessee shall pay 1/12th of his/her
proportionate share of the Common Area Maintenance monthly
into the Common Area Escrow ACCOUNT. Each escrow payment shall
be due and payable at the same time and manner of the payment
of Guaranteed Rental as provided herein. The escrow payment is
estimated on Lessee's proportionate share of the Common Area
Maintenance and is subject to increase or decrease as
determined by Lessor to reflect an accurate monthly escrow of
Lessee's estimated proportionate share of the actual prorata
share of the Common Area Maintenance. If the Lessee's total
C.A.M. Escrow Payments are less than Lessee's actual prorata
share of the Common Area Maintenance, Lessor shall invoice
Lessee the difference which shall be paid promptly; if the
total Common Area Maintenance Escrow Payments are more than
Lessee's proportionate share of the cost of C.A.M. on the
Property, Lessor shall retain such excess and credit it to the
Lessee's Escrow Payment Account.
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L E A S E A G R E E M E N T
13. Improve- All improvements, additions and repairs made to the premises
ments & and building during the term of this lease shall at the
Fixtures expiration of same become the property of the Lessor, his
heirs or assigns, without cost to Lessor; it is agreed,
however, that all Trade Fixtures, installed by Lessee, shall
remain the property of the Lessee, and that such Trade
Fixtures will be removed at the expiration of this lease,
provided this lease be not then in default, and provided any
damage caused by such removal shall be repaired by the Lessee
at his own expense and the premises left in good condition.
14. Signs, All signs, both temporary and permanent shall be approved by
Awnings Lessor. All signs must conform to the other signs on Property.
& Canopies
15. Maintenance Lessee shall at all times keep the leased premises and all
of Leased show moldinqs), all partitions, doors, fixtures, equipment,
Premises and Premises appurtenances thereof (including electrical,
lighting, roof, plumbing, and any air conditioning and heating
systems) in good working order (including reasonably periodic
painting as determined by Lessor). Damage by unavoidable
casualty excepted, except for structural portions of the
premises, which shall be maintained by Lessor, but if Lessor
is required to make repairs to structural portions by reason
of Lessee's negligent acts or omission to act, Lessor may add
the cost of such repairs to the rent which shall thereafter
become due. Lessee is responsible for termite and pest control
as necessary. If Lessee refuses or neglects to repair or
maintain property as required hereunder and to the reasonable
satisfaction of Lessor as soon as reasonably possible after
written demand, Lessor may make such repair without liability
to the Lessee for any loss or damage that may accrue to
Lessee's merchandise, fixtures, or other property or to
Lessee's business by reason thereof, and upon completion
thereof, Lessee shall pay Lessor's costs for making such
repairs plus twenty percent (20%) overhead, upon
presentation of xxxx thereof, as additional rent.
16. Environ Lessor covenants that all handling, transportation, storage,
mental treatment and usage of asbestos, PCB transformers and
Matters hazardous, toxic and contaminated substances which are
regulated by federal, state or local laws and ordinances or
other rules and regulations promulgated pursuant thereto
(collectively, "Hazardous Materials") by Lessor, its agents,
employees or contractors that may occur on the Premises shall
throughout the term of Lease be in compliance with all
applicable federal, state and local laws, rules, regulations
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L E A S E A G R E E M E N T
and ordinances. Lessor further covenants that no leak, spill,
discharge, emission or disposal of Hazardous Materials will
occur during the term of Lease on the Premises and that the
soil, groundwater, soil vapor on and under the Premises, and
all improvements located thereon, will continue during the
term of Lease to be free of all Hazardous Materials. Subject
to the limitations contained herein, Lessor agrees to
indemnify, defend and hold Lessee and its officers, employees
and agents harmless from any claims, judgments, damages,
fines, penalties, costs, liabilities (including sums paid in
settlement of claims) or loss including attorney's fees
through the trial, appellate and administrative levels,
consultants fees, and expert fees which arise during or after
the term of Lease in connection with the presence or suspected
presence of Hazardous materials in the soil, groundwater, or
soil vapor on or under the Premises, and/or in any
improvements located thereon, unless such Hazardous Materials
are present as the result of the negligence or willful
misconduct of Tenant, its officers, employees or agents.
Without limiting the generality of the foregoing, this
indemnification does specifically cover costs incurred in
connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work required by a
federal, state or local governmental agency or political
subdivision because of the presence or suspected presence of
Hazardous Materials in the soil, groundwater or soil vapor on
or under the Premises, and any improvements located thereon,
unless the Hazardous Materials are present solely as the
result of the negligence or willful misconduct of Lessee, its
officers, agents or employees. Without limiting the generality
of the foregoing, this indemnification shall also specifically
cover costs in connection with:
a) Hazardous Materials that migrate, flow, percolate, diffuse
or in any way move onto or under the Premises after date
hereof; or
b) Hazardous Materials present on or under the Premises as a
result of any discharge, dumping, spilling (accidental or
otherwise) onto the Premises during or after the term of Lease
by any person or entity.
Lessee covenants that no asbestos or other Hazardous Materials
will be introduced onto the Premises through the actions of
Lessee without prior written approval of Lessor. Lessee
further covenants that all handling,
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L E A S E A G R E E M E N T
transportation, storage, treatment and usage of Hazardous
Materials by Lessee, its agents, employees or contractors that
may occur on the premises, after approval by lessor, shall
throughout the period from the date possession of the Premises
is delivered to Lessee through the end of the term of Lease
and any renewal, be in compliance with all applicable federal,
state and local laws, rules, regulations and ordinances.
Lessee agrees to indemnify, defend and hold Lessor and its
officers, employees and agents harmless from any claims,
judgments, damages, fines, penalties, costs, liabilities
(including sums paid in settlement of claims) or loss
including attorney's fees through the trial, appellate and
administrative levels, consultant fees, and expert fees which
arise during or after the term of Lease in connection with any
violation by Lessee of the covenants contained herein. Without
limiting the generality of the foregoing, this indemnification
does specifically cover costs incurred in connection with any
investigation of site conditions or any cleanup, remedial,
removal or restoration work required by a federal, state or
local governmental agency or political subdivision because of
the presence of Hazardous Materials in the soil, groundwater
or soil vapor on or under the Premises, and any improvements
located thereon caused by any violation by Lessee of the
covenants contained herein.
17. Liability Lessee shall, during the entire term hereof, keep in full
Insurance force and effect a policy of public liability and property
damage insurance with respect to the leased premises, and the
business operated by Lessee AND ANY subtenants of Lessee in
the leased premises in which the limits of public liability
shall not be less than $500,000 per person and $1,000,000 per
accident and in which the property damage liability shall be
not less than $100,000. The policy shall name Lessor, any
person, firms or corporation designated by Lessor, and Lessee
as insured, and shall contain a clause that the insurer will
not cancel or change the insurance without first giving the
Lessor ten (10) days prior written notice.
18. Increased Lessee agrees not to allow anything upon the premises or
Premium suffer to be done anything which may render invalid or cause
Fire an increase in any policy of insurance which Lessor may now or
Insurance hereafter have upon said building
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19. Indemni- Lessee will indemnify Lessor and save him harmless from and
fication against any and all claims, action, damages, liability and
of the expense in connection with loss of life, personal injury
Lessor and/or damage to property 'arising from or out of any
occurrence in, upon or at the leased premises or the occupancy
or use by Lessee of the leased premises or any part thereof or
occasioned wholly or in part by any act or omission of Lessee,
it agents, contractors, employees, servants, lessees or
concessionaires. In case Lessor shall, except where Lessor is
negligent, be made a party to any litigation commenced by or
against Lessee, then Lessee shall protect and hold Lessor
harmless and shall pay all costs, expenses and reasonable
attorney's fees incurred or paid by Lessor in connection with
such litigation.Lessee shall also pay all costs, expenses and
reasonable attorney's fees that may be incurred or paid by
Lessor in enforcing the covenants and agreements of this
lease.
20. Utilities All heat, water, electric current, gas, garbage or special
fees, metering charges, or other utilities or charges for the
use of the leased premises are to be paid by Lessee.
21. Default In the event of any failure of Lessee to pay any rental due
by Lessee hereunder within ten (10) days after the same shall be due or
any failure to perform any other of the terms, conditions, or
covenants of this lease to be observed or performed by Lessee
for more than thirty (30) days after written notice of such
default shall have been given to Lessee, or if Lessee or an
agent of Lessee shall falsify any report required to be
furnished to Lessor pursuant to the terms of this lease, or if
Lessee or any guarantor of this lease shall become bankrupt or
insolvent, or file any debtor proceedings or take or have
taken against Lessee or any guarantor of this Lease in any
court pursuant to any statute either of the United States or
any State, a petition in bankruptcy or insolvency or for all
or a portion of Lessee's or any such guarantor's property, or
if Lessee or any such guarantor makes an assignment for the
benefit of creditors, or petition for or enters into an
agreement, or if Lessee shall abandon said premises, or suffer
this lease to be taken under any writ of execution, then
Lessor besides other rights or remedies or may have, shall
have the immediate right or re-entry and the right to change
locks and prohibit entry to all others and may remove all
persons and property from the leased premises and such
property may be removed and stored in a public warehouse or
elsewhere at the cost of, and for the account of Lessee, all
without service of notice or resort to legal process and
without being deemed guilty others and may remove all persons
and property from the leased premises and such property may be
removed and stored in a public warehouse or elsewhere at the
cost of, and for the account of Lessee, all without service of
notice or resort to legal process and without being deemed
guilty of trespass, or becoming liable for any loss or damage
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which may be occasioned thereby. Moreover, upon the
occurrences of any of the events heretofore cited, Lessor may,
at his option, terminate this lease immediately upon written
notice to Lessee, and thereupon, Lessor shall be entitled to
exercise all rights and remedies of Lessor under this lease.
22. Right to The right of the Lessor to terminate this lease as set forth
terminate above shall not be exclusive of such other rights that the
not Lessor has or causes of action that may accrue to the Lessor
Exclusive because of the Lessee's failure to fulfill, perform or observe
the obligations, agreements or COVENANTS OF his lease, and the
exercise or pursuit by the Lessor the rights or causes of
action accruing hereunder shall not be an exhaustion of such
other rights or causes of action that the Lessor might
otherwise have.
23. Legal In the event of any court action between Lessor and Lessee or
Expenses a Sublessee to enforce any of the provisions or rights
hereunder, the prevailing party shall be entitled to recover
from the other all costs and expenses, including reasonable
attorney's fees, in such amount as the court may determine.
24. Good Lessee, upon request of any part in interest, shall execute
Standing promptly such good standing or estoppel certificates
Certificates certifying to Lessor's compliance with the lease as shall be
requested by Lessor. Lessee's failure to do so within fourteen
(14) days, or to unreasonably withhold such certificates,
shall entitle Lessor on ten (10) days' notice of its intention
to terminate the lease unless such certificate is
deliveredwithin that period.
25. Loss of Lessee agrees to carry plate glass insurance and to promptly
Damage replace at its own expense any broken or cracked glass in the
to Lessee's leased premises, however caused.
Property;
Plate Glass
26. Lien on A first xxxx is hereby expessly reserved by the Lessor and
Leasehold granted by the Lessee upon the terms and upon all interest of
the Lessee in this leasehold for the payment of rent and also
for the satisfaction of any cause of action which may accrue
to the Lessor by the provisions of this instrument. A first
lien is also expressly reserved by the Lessor and granted by
the Lessee upon all improvements and trade fixtures erected or
put in place or that may be erected or put in place upon the
premises by or through the Lessee or other
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occupants for the payment of rent and also for the
satisfaction of any causes of action which may accrue to the
Lessor by the provisions of this instrument. To enforce and
protect its rights, Lessor shall at all times have the right
of entry into the premises and the right to change locks and
prohibit entry from any person until his/her rental is paid.
27. Quiet The Lessor hereby covenants that if Lessee shall keep and
Possession perform all of the covenants of this lease on the part of
Lessee to be performed, Lessor will give to Lessee the quiet,
peaceful and uninterrupted possession of the said premises.
28. Altera- Lessee covenants not to make any changes, alterations or
tions additions about the said building or premises without first
obtaining the written consent of the Lessor and in no event to
do anything that shall weaken the building or structure now in
or that may hereafter be erected on the premises.
29. Delivery Upon the expiration of the terms of this lease, Lessee at end
at end of of covenants to deliver unto the Lessor the possession of
Lease Lease said building, lot and premises, cleared of all persons,
goods, and things not properly belonging to the same, in as
good order and condition as the same were received,
destruction or damage by fire, storm or other casualty and
ordinary wear and tear excepted, and no demand for such
delivery shall be necessary.
30. Right of The Lessor reserves the right during the term of this lease to
Entry enter said premises at reasonable hours to show the same to
other persons who may be interested in renting or buying the
property-, and- for the purpose of inspecting the premises and
to make such repairs as Lessor may deem necessary for the
protection and preservation of the said building and premises;
but Lessor is not bound to make any repairs whatever except as
otherwise provided herein, nor to be held liable for any
damage in consequence of leak, or for the stoppage of water,
sewer, gas, or drain pipes by reason of any other cause or
obstruction, not for any other defects about the building and
premises, Lessee having examined the same and being satisfied
therewith, but should such leaks, obstructions, freezing,
stoppages or other defects about the building and premises,
occur during the term of this lease or while the Lessee is
occupying the premises, then the Lessee shall remedy the same
promptly at the Lessee's expense unless the Lessor by written
agreement undertakes to do the same.
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31. Sub- The Lessee may not assign its interest in this lease nor
letting sublet the demised premises or any part thereof without
written consent of Lessor, provided that such consent shall
not be unreasonably withheld, and provided further that under
no circumstances will Lessee be relieved of its prior
liability under the terms and provisions hereof.
In the event that the rental due and payable by a sublessee
(or a combination of the rental payable under such sublease
plus any bonus or other consideration therefore or incident
thereto) exceeds the rental payable under this lease, or if
with respect to a permitted assignment, permitted license or
other transfer to Lessee by Lessor, the consideration payable
to Lessee by the assignee, licensee, or other transferee
exceeds the rental payable under this lease, then Lessee shall
be bound and obligated to pay Lessor all such excess rental
and other excess consideration within ten (10) days following
receipt thereof by Lessee from such sublessee, licensee, or
other transferee, as the case may be.
32. Destruc- Should the building upon the demised premises be totally
tion by destroyed by fire or other cause, or so damaged that
Fire, Etc. rebuilding or repairs cannot be completed within one hundred
eighty (180) days from date of fire, or other cause of damage,
this lease shall terminate and the Lessee shall be allowed an
abatement of rent from the date of such damage or destruction
and all rent falling due subsequently shall be cancelled.
However, if the damage is such that rebuilding or repairs can
be completed within one hundred eighty (180) days, Lessor
covenants and agrees to make such repairs within reasonable
promptness and dispatch and to allow Lessee an abatement in
the rent for such time as the building is untenable, and the
Lessee covenants and agrees that the terms of this leaseshall
not be otherwise affected.
33. Renewal No renewal, modification or extension of this lease is binding
or unless it is in writing and signed by both Lessor and Lessee,
holding and in the event no renewal is entered into, Lessee shall
over remain on a month-to-month basis for a period of no longer
than three (3) months on the same terms and conditions subject
to cancellation by either party upon one month's written
notice.
34. Waiver It is hereby covenanted and agreed that no waiver of any of
of Breach the covenants of this lease shall be construed to be a waiver
of any succeeding breach of the same or any other covenant.
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35. Covenants It is hereby covenanted and agreed between the parties hereto
Run to that all covenants, conditions, agreements, and undertakings
Heirs, etc. in this lease contained shall extend to and be binding on the
respective heirs, executors, administrators, successors and
assigns of the respective parties hereto the same as if they
were in every case named and expressed; also that the terms
"Lessor and Lessee" shall be construed in the singular or
plural number according as they respectively represent one or
more than one person.
36. Accord & No payment by Lessee or receipt by Lessor of a lesser amount
Satisfac- than the monthly rent herein stipulated shall be deemed to be
tion other than on account of the earliest stipulated rent, nor
shall any endorsement or statement on any check or any letter
accompany any check or payment as rent be deemed an accord and
satisfaction, and Lessor may accept such check or payment
without prejudice to Lessor's right to recover the balance of
such rent or pursue any other remedy in this lease provided.
37. Notice Any notice, demand, request or other instrument which may be
or are required to be given under this lease shall be
delivered in person or sent by United States certified mail,
postage prepaid, and shall be addressed to Lessor at 0000
Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxx 00000, or at such
other address as Lessor may designate by written notice and to
the Lessee at 0000 Xxxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000.
38. Rules Lessee agrees to abide by the Rules and Regulations applicable
& to the lease premises throughout the term of the lease.
Regula-
tions
39. Entire It is expressly understood and agreed by and between the
Agreement parties hereto that this lease and any riders attached hereto
forming part hereof set forth all the promises, agreements,
conditions and understanding between Lessor or his agent and
Lessee relative to the leased premises, and that there are no
other promises, agreements, conditions, or understanding,
either oral or written, between them other than are herein set
forth. It is further understood and agreed that no subsequent
alteration, amendment, change or addition to this lease shall
be binding upon Lessor or Lessee unless reduced to writing and
signed by them and direct reference therein made a part
hereof.
IN TESTIMONY WHEREOF, the above named Lessor and the above
named Lessee have executed this and one other original
instrument of identical tenor and date, on the
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day and year set forth in paragraph 1 of this lease.
This lease must be signed and returned no later than ten (10)
days from date shown on this lease or this lease shall become
null and void.
AMERICAN WAY L.L.C.
Xxxxxx Xxxxxx, III LESSOR
Chief Manager
NEW HORIZONS COMPUTER LEARNG
CENTER OF MEMPHIS, INC.
Xxxxx X. Xxxxxxxxx LESSEE
President
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