Exhibit 10.36
COMMERCIAL
LEASE
This Commercial Lease, executed September 16,
2008, by and between ROSEVILLE PROPERTIES MANAGEMENT COMPANY
, a Minnesota Corporation, as agent for Lexington Business Park,
LLC, a Minnesota limited liability company (”Landlord”)
and BIODRAIN MEDICAL, INC., a Minnesota Corporation
(“Tenant”).
DEFINITIONS :
“Building” -- That certain office/warehouse building on
real property located in the City of Mendota Heights, County of
Dakota, State of Minnesota, containing approximately 42,600 square
feet and commonly addressed as 2060 Centre Pointe Boulevard,
Mendota Heights, Minnesota 55120 ( See Exhibit A)
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“Demised Premises”
- That certain portion of the
Building addressed Suite 7 signified on Exhibit A and shown on
Exhibit B. The Demised Premises includes a non-exclusive easement
for access to Common Areas as defined below, and all licenses and
easements appurtenant to the Demised Premises. Landlord and Tenant
stipulate and agree for purposes of this Lease Agreement, including
the calculation of Additional Rent, that the square footage of the
Demised Premises is 3,593 square feet.
“Common Areas”
– The term “Common
Area” refers to all areas used non-exclusively by Tenant and
other tenants in the Building, including, but not limited to,
corridors, lavatories, driveways, truck docks, parking lots and
landscaped areas. Common Areas are available to Tenant and its
employees, agents, customers, and invitees for reasonable use in
common with other tenants, their employees, agents, customers and
invitees, subject to reasonable rules and regulations set forth by
Landlord. Landlord will ensure that at least 5 parking stalls are
available within the Common Area, on an unreserved basis, for each
1,000 square feet of the Demised Premises.
In consideration for the Base Rent, Additional
Rent and any additional consideration outlined in this Lease,
Landlord leases to Tenant the Demised Premises under the following
conditions:
1.0 TERM OF LEASE AND POSSESSION:
Landlord gives and Tenant takes possession of
Demised Premises for the term (the “Term”) of
Five (5) years beginning November 1, 2008 (the
“Commencement Date”) , and ending October 31,
2013 (the “Expiration Date”), unless terminated earlier
as herein provided.
Unless otherwise stated in this Lease, Landlord
shall deliver possession of the Demised Premises to Tenant in its
“as-is” condition within five (5) business days
following the date of lease execution, but delivery of possession
prior to the Commencement Date shall not affect the expiration date
of this Lease. Tenant’s possession of the Demised Premises,
unless Tenant delivers written notice to Landlord within ten (10)
business days of possession, shall be conclusive evidence that the
Demised Premises are in good and satisfactory condition. Any
occupancy by Tenant prior to the Commencement Date commences all
mutual terms and obligations of this Lease, except Tenant’s
obligation for Additional Rent pursuant to Section 3.0 shall not
begin until October 1, 2008, and Base Rent pursuant to Section 2.0
shall begin November 1, 2008. Landlord shall have no responsibility
or liability for loss or damage to fixtures, facilities or
equipment installed or left on the Demised Premises, except to the
extent caused by Landlord’s, or its agents’,
employees’ or contractors’ gross negligence or willful
misconduct.
2.0 BASE RENT:
Landlord is due and Tenant shall pay Landlord,
base rent (“Base Rent”) as scheduled:
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Months 1 through 12
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$3,000.00 per month
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Months 13 through 24
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$2,395.33 per month
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Months 25 through 36
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$2,467.19 per month
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Months 37 through 48
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$2,541.20 per month
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Months 49 through 60
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$2,617.45 per month
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3.0 ADDITIONAL RENT:
Tenant shall reimburse to Landlord for the month
of October, 2008, and thereafter, monthly, beginning November 1,
2009 (Tenant is not responsible for Additional Rent during Months 1
through 12 of this Lease) and continuing throughout the Term of the
Lease, Tenant’s Share (as that term is hereinafter defined)
of the following Additional Rent:
Common Area Maintenance (CAM) expenses, Real
Estate Taxes/Assessments, any not separately metered Utilities as
contemplated in Section 3.3 below, and any Miscellaneous
Charges or Reimbursements.
Landlord may estimate annual CAM and Real Estate
Taxes/Assessments expenses as a basis for reimbursement for any
calendar year and invoice in monthly installments (see Exhibit
C). During the Term of Lease and/or any extension of this
Lease, Landlord, within 120 days of each calendar year end, will
provide to Tenant a written statement of actual CAM and Real Estate
Taxes/Assessments expenses. If Tenant has underpaid its share of
any of these expenses, Tenant shall reimburse Landlord as invoiced
within ten (10) days after receipt of such invoice. If Tenant
has overpaid its share of any of these expenses, Landlord will
credit such amount against the most current monthly invoice. If the
Term of Lease is less than one calendar year any reimbursement(s)
will be prorated based on time of occupancy for such year. Upon
prior written notice to Landlord, Tenant shall have the opportunity
to audit the actual CAM and Real Estate Taxes/Assessments expenses
statement for a period of 90 days after receipt of said statement.
Tenant waives its right to audit the actual CAM and Real Estate
Taxes/Assessments expenses if Tenant fails to exercise such right
during said 90 day period.
Tenant’s Share of all Additional Rent will
be determined by using 3,593 square feet as the square footage of
the Demised Premises, which includes Tenant’s proportionate
share of any rooms considered common areas to the Building, divided
by the total square footage of the Building to obtain an annual
cost per square foot.
Landlord, at its election, may invoice for
reimbursement(s) of any Utility usage as contemplated in
Section 3.3 below.
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3.1 COMMON AREA MAINTENANCE EXPENSES
(CAM):
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Common Area Maintenance (CAM) shall
include but not be limited to maintenance, repair, replacement and
care of all lighting, plumbing, roofs, parking surfaces, landscaped
areas, signs, snow removal, non-structural repair and maintenance
of the exterior of the Building, costs of equipment purchased and
used for such purposes, cleaning and cleaning supplies for the
common areas, insurance premiums, management fees not to exceed
five percent (5%) of gross collected rents, wages and fringe
benefits of personnel employed for such work. Additionally, during
the Term of this Lease, any extension and/or renewal of this Lease,
CAM expenses shall include the annual cost or portion allocable to
the Building of any capital improvements made to the Building by
Landlord which result in a reduction of expenses or required under
any
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governmental law or regulation that was not
applicable at the time it was constructed. Such costs will be
amortized over their useful life and only those portions which
occur during the Term will be charged to Tenant.
Notwithstanding the foregoing, CAM shall exclude
the following: (i) payments of principal and interest on any
mortgage or other encumbrance on the Building; (ii) amounts
reimbursable from insurance proceeds, under warranty or by Tenant,
any other tenant in the Building or any other third party other
than pursuant to a CAM expense provision similar to this Section;
(iii) interest, late charges or penalties incurred as a result of
Landlord’s failure to pay bills in a timely manner (unless
such failure is directly related to the failure of Tenant to pay
Tenant’s Share of any such bill in a timely manner); (iv)
leasing or brokerage fees; (v) depreciation; (vi) costs incurred in
connection with the transfer or disposition of all or a portion of
Landlord’s interest in the Building; (vii) costs of providing
to other tenants services which are not available to Tenant; (viii)
attorneys’ fees and other legal costs incurred as a result of
defaults by, or litigation or other disputes with, other tenants of
the Building; (ix) bad debt expenses or rent loss or reserves for
bad debts or rent loss; (x) expenses, including permits, license,
design, space planning, and inspections costs, incurred in tenant
build-out, renovating or otherwise improving, modifying or
decorating, painting or redecorating space for other tenants or
other occupants of space; (xi) salaries, wages, benefits, or other
compensation of any kind or nature paid to any officer or employee
of Landlord (or any subsidiary or affiliate of Landlord) above the
grade of building manager; (xii) Rentals and other related expenses
incurred in the leasing of air conditioning systems or other
equipment ordinarily considered to be of a capital nature, except
equipment which is used in providing janitorial services and which
is not affixed to the Building; (xiii) Costs associated with the
operation of the business of the partnership or entity which
constitutes Landlord, or the operation of any parent, subsidiary or
affiliate of Landlord, as the same are distinguished from the costs
of operation of the Building, including without limitation
partnership accounting and legal matters, costs of defending any
lawsuits with any mortgagee, costs of selling, syndicating,
financing, mortgaging, or hypothecating any of Landlord’s
interest in the Building, and costs of any disputes between
Landlord and its employees or disputes of Landlord with third-party
building management; (xiv) the cost of services provided by
Landlord’s affiliates to the extent that such costs would
exceed the costs of such services rendered by unaffiliated third
parties on a competitive basis; and (xv) costs of correcting
defects in the design or construction of the Building, the major
Building systems or the material used in the construction of the
Building (including latent defects in the Building or the
inadequacy of design of the Building) or in the Building equipment
or appurtenances thereto.
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3.2 REAL
ESTATE TAXES AND ASSESSMENTS:
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Real Estate Taxes and Assessments shall mean all
Real Estate Taxes, all assessments and any taxes in lieu thereof
payable on each calendar year, which may be levied upon or assessed
against the Building. Any tax year commencing during any lease year
shall be deemed to correspond to such lease year. Special
Assessments will be amortized over the longest time period
allowable by the taxing authority and only those portions that
occur during the Term will be charged to Tenant. In the event the
taxing authorities additionally include in such real estate and
assessments the value of any improvements made by Tenant, or of
machinery, equipment, fixtures, inventory or other personal
property or assets of Tenant, then Tenant shall pay all the taxes
attributable to such items. Upon Tenant’s request, Landlord
will furnish a copy of the Real Estate Tax
statement.
Landlord reserves, and Tenant hereby assigns to
Landlord, the sole and exclusive right to contest, protest,
petition for review, or otherwise seek a reduction in the Real
Estate Taxes.
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Landlord shall provide mains and conduits to
supply water, gas, electricity and sanitary sewage to the Building.
Tenant shall pay directly, when due, all charges for sewer and
water usage, garbage/refuse disposal/removal and recycling,
electricity, gas and other fuels, telephone/communication services
and/or other utility services or energy source furnished to the
Demised Premises during the term of this Lease, or any extension
and/or renewal of this Lease which is separately metered. All other
such services or sources shall be considered CAM items. If
Tenant’s usage of any utility that is not separately metered
is deemed disproportionate as determined by Landlord, Landlord may
elect to submeter and bill Tenant accordingly. Landlord accepts no
responsibility for any disruption of any utility service due to
accident, natural causes or circumstances beyond Landlord’s
control and/or the utility provider’s inability to deliver
said service.
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3.4
MISCELLANEOUS CHARGES AND REIMBURSEMENTS
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Miscellaneous Charges and Reimbursements shall
include, without limitation, reconciliation of Real Estate
Taxes/Assessments, CAM and Utilities, service requests facilitated
by Landlord at the direction of Tenant, Tenant improvement
reimbursements for work requested by Tenant, notes due Landlord and
any other miscellaneous charge due Landlord.
4.0
COVENANT TO PAY RENT:
The covenants
of Tenant to pay the Base Rent and the Additional Rent are each
independent of any other covenant, condition, provision or
agreement contained in this Lease. Base Rent and Additional Rent
shall be paid without setoff, deduction, demand or counterclaim of
any nature whatsoever, unless expressly authorized hereunder. All
rents are due and payable, in advance, on the first day of each
month during the Term of Lease and any extensions of the Lease to
Landlord at:
2575 North
Fairview Avenue, Suite 250
Roseville,
Minnesota 55113
or such other
address as Landlord shall designate to Lessee in
writing.
5.0
OVERDUE PAYMENTS :
All Base Rent
and Additional Rent under this Lease and any extension shall be due
on the first day of each calendar month, unless otherwise
specified. Service charges shall be imposed after the fifth day of
each calendar month in the amount five percent (5%) of the
outstanding balance due.
6.0
USE :
The Demised
Premises shall be used and occupied by Tenant solely for the
purposes of general office, lab, storage or related uses and Tenant
agrees that such use shall be in compliance with all applicable
laws, ordinances and governmental regulations affecting the
Building and Demised Premises. Tenant shall promptly upon discovery
discontinue any use of the Demised Premises which is not in
compliance with any applicable laws, ordinances or governmental
regulations. The Demised Premises shall not be used in such manner
that, in accordance with any requirement of law or of any public
authority, Landlord shall be obliged on account of the purpose or
manner of said use to make any addition or alteration to or in the
Building. The Demised Premises shall not be used in any manner
which will increase the rates required to be paid for public
utility or for fire and extended coverage insurance covering the
Demised Premises. Tenant shall occupy the Demised Premises, conduct
its business and use reasonable efforts to
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control its
agents, employees, invitees and visitors in such a way as is
lawful, and reputable and will not permit or create any nuisance,
noise, odor, or otherwise which unreasonably interferes with,
annoys or disturbs any other tenant in the Building in its normal
business operations or Landlord in its management of the Building.
Tenant’s use of the Demised Premises shall conform to all the
Landlord’s rules and regulations relating to the use of the
Building; provided that such rules and regulations do not conflict
with the terms and conditions of this Lease. Outside storage on the
Building of any type of equipment, property or materials owned or
used on the Demised Premises by Tenant or its customers and
suppliers shall not be permitted.
7.0
SECURITY AND DAMAGE DEPOSIT :
Tenant has
deposited with Landlord the sum of three thousand and 00/100
dollars ($3,000.00), receipt of which is acknowledged hereby by
Landlord. Landlord shall hold deposit, without liability for
interest, as a security and damage deposit for the faithful
performance by Tenant during the Term of Lease or any extension.
Prior to the time when Tenant shall be entitled to the return of
this security deposit, Landlord may co-mingle such deposit with
Landlord’s own funds and to use such security deposit for
such purpose as Landlord may determine. In the event of the failure
of Tenant to keep and perform any of the terms, covenants and
conditions of the Term of Lease or any extension of this Lease,
then Landlord, either with or without terminating this Lease, may
(but shall not be required to) apply such portion of said deposit
as may be necessary to compensate or repay Landlord for all losses
or damages sustained by Landlord due to such breach on the part of
Tenant. Landlord may apply said deposit without limitation to
overdue and unpaid rent, any other sum payable by Tenant to
Landlord pursuant to the provisions of this Lease, damages or
deficiencies in the reletting of Demised Premises, and reasonable
attorney's fees incurred by Landlord. Should the entire deposit or
any portion thereof, be appropriated and applied by Landlord, in
accordance with the provisions of this paragraph, Tenant upon
written demand by Landlord, shall remit to Landlord a sufficient
amount of cash to restore said security deposit to the original sum
deposited. Tenant’s failure to remit such security deposit
within ten (10) days after receipt of such demand shall
constitute a breach of this Lease. Upon the termination of this or
any extension, Landlord shall return to Tenant the deposit or any
remaining balance. Tenant shall have no right to anticipate return
of said deposit by withholding any amount required to be paid
pursuant to the provision of this Lease.
In the event
Landlord shall sell the Building, convey or dispose of its interest
in this Lease, Landlord may assign said security deposit or any
balance to Landlord’s assignee, whereupon Landlord shall be
released from all liability for the return or repayment of such
security deposit and Tenant shall look solely to the assignee for
the return and repayment of security deposit. Said security deposit
shall not be assigned or encumbered by Tenant without the written
consent of Landlord, and any assignment or encumbrance without such
consent shall not bind Landlord.
8.0 CARE
AND REPAIR OF DEMISED PREMISES:
Tenant shall,
at all times throughout the Term of Lease and any extensions, and
at its sole expense, keep and maintain the Demised Premises in a
clean, safe, and sanitary condition and in compliance with all
applicable laws, codes, ordinances, rules and regulations.
Tenant’s obligations hereunder shall include without
limitation, the maintenance, repair, replacement, if necessary of
all interior walls, partitions, doors and windows, including the
regular painting thereof, all exterior entrances, windows, doors
and docks, the replacement of all broken glass, of any
fixture/equipment/component of heating, ventilation, air
conditioning (HVAC) systems, all lighting systems, plumbing systems
and electrical systems exclusively serving the Demised Premises. In
the event that an HVAC rooftop unit or ceiling hung unit heater
requires replacement, the cost of such replacement shall be shared
between Landlord and Tenant, Tenant’s share to be based on a
ratio of the time remaining in the Term as compared to the
estimated useful life of the replacement unit, unless caused by the
misuse or neglect of Tenant, in which case Tenant shall contribute
within ten (10) days following Landlord’s written demand an
amount determined based upon the remaining useful life of the
replaced unit at the time of such damage. Provided the damage was
not caused by the misuse or neglect of Tenant. Tenant’s share
shall be paid as Additional Rent on a monthly basis over the
remainder of the Term. Landlord will not pass on Landlord’s
share in
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Additional
Rent. Such estimations are fifteen (15) years for a roof top unit
and ten (10) years for a ceiling hung unit heater under normal
conditions. When used in this provision, the term "repairs" shall
include replacements, and all such repairs or replacements made by
the Tenant shall be of equal quality or condition that existed at
the Commencement Date. The Tenant shall keep and maintain all
portions of the Demised Premises and the sidewalk and areas
adjoining the same in a clean and orderly condition, free of
accumulation of dirt, rubbish, snow and ice, regardless of any CAM
performed by Landlord. Tenant shall maintain a minimum temperature
in the Demised Premises of 40 degrees Fahrenheit during the Lease
Term.
If Tenant
fails, refuses or neglects to maintain or repair the Demised
Premises as required in this Lease after notice has been given
Tenant, in accordance with Article 17.0 of this Lease, Landlord may
make such repairs or replacements without liability to Landlord for
any loss or damage that may accrue to Tenant’s merchandise,
fixtures or other property or to Tenant’s business by reason
thereof, except to the extent caused by Landlord’s, or its
agents’, employees’, or contractors’ gross
negligence or willful misconduct, and upon completion thereof,
Tenant shall pay to Landlord all costs plus ten percent (10%) for
overhead incurred by Landlord in making such repairs or
replacements.
Landlord
shall repair, at its expense (but subject to inclusion in CAM
pursuant to the provisions in Article 3.0), the structural portions
of the Building, unless such repairs are required as a result of
the acts of Tenant, its employs, agents, assigns or invitees, in
which case the costs thereof shall be borne by Tenant and payable
by Tenant to Landlord.
Except as
otherwise provided herein, Landlord shall be responsible for all
outside maintenance of the Demised Premises, including grounds and
parking areas. All maintenance which is the responsibility of the
Landlord shall be provided as reasonably necessary to the
comfortable use and occupancy of Demised Premises during business
hours, except Saturdays, Sundays and holidays, upon the condition
that the Landlord shall not be liable for damages for its
performance due to causes beyond its control.
9.0
HAZARDOUS MATERIALS :
Tenant shall
not (either with or without negligence) cause or permit the escape,
disposal or release into or onto the Demised Premises or the
Building of any biologically or chemically active or other
hazardous substances, or materials. Tenant shall obtain and
maintain, if required by law or regulation, a hazardous substance
small generator permit and comply with all conditions thereof.
Tenant shall not allow the storage or use in the Demised Premises
or the Building of such substances or materials in any manner not
sanctioned by law or by the highest standards prevailing in the
industry for the storage and use of such substances or materials,
nor allow to be brought into the or onto the Demised Premises or
the Building any such materials or substances except in the
ordinary course of Tenant’s business, and then only after
written notice is given to Landlord of the identity of such
substances or materials. Without limitation, hazardous substances
and materials shall include those described in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation
and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., or
any applicable state or local laws and the regulations adopted
under these acts. If any lender or governmental agency shall ever
decide to ascertain whether or not there has been any release of
hazardous materials brought into or onto the Demised Premises or
the Building by Tenant, its employees, agents, contractors,
licensees or other Person or in connection with Tenant’s use
thereof, then the reasonable costs thereof shall be reimbursed by
Tenant to Landlord upon demand as additional charges. In addition,
Tenant shall execute affidavits, representations and the like from
time to time at Landlord’s request concerning Tenant’s
best knowledge and belief regarding the presence of hazardous
substances or materials on the Demised Premises or the Building. In
all events, Tenant shall indemnify Landlord from any release of
hazardous materials on the Demised Premises or the Building
occurring while Tenant is in possession, or elsewhere if caused by
Tenant or persons acting under Tenant. The within covenants shall
survive the expiration or earlier termination of the Term of this
Lease.
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10.0
PUBLIC LIABILITY INSURANCE :
Tenant shall
during the Term hereof keep in full force and effect at its own
expense a policy or policies of public liability insurance with
respect to the Demised Premises and the business of Tenant, on
terms and with companies reasonably acceptable to Landlord, in
which both Tenant and Landlord shall be covered by being named as
insured parties under reasonable limits of liability not less than:
$1,000,000 for injury/death to any one person; $2,000,000 for
injury/death to more than one person, and $1,000,000 with respect
to damage to property. Tenant shall further provide for business
interruption or rent loss insurance to cover a period of not less
than six (6) months. Such policy or policies shall provide that
thirty (30) days written notice must be given to Landlord prior to
cancellation or modification thereof. Tenant shall furnish evidence
satisfactory to Landlord at the time this Lease is executed that
such coverage is in full force and effect.
11.0
SIGNAGE AND DISPLAYS:
Landlord
shall provide vinyl lettering on the Demised Premises exterior door
identifying the Tenant’s name and the suite number of the
Demised Premises. Any other sign, lettering, logo, picture, notice
or advertisement proposed to be installed on or in any part of the
Demised Premises and visible from the exterior of the Building, or
visible from the exterior of the Demised Premises, shall be subject
to Landlord’s “Building Standard Signage”
guidelines and the proposed signage and installation thereof shall
be subject to Landlord’s prior written approval (which shall
not be unreasonably withheld, conditioned or delayed) and shall be
installed at Tenant’s sole cost and expense. In the event of
a violation of the foregoing by Tenant, Landlord may remove the
same without any liability and may charge the expense incurred by
such removal to Tenant. Tenant agrees to maintain its signage in
good repair, and to hold Landlord harmless from any loss, cost, or
damages resulting from the erection, existence, maintenance, or
removal of the signage.
12.0
ALTERATIONS, INSTALLATION, FIXTURES:
Unless
otherwise stated, Tenant shall not make any alterations, additions
or improvements in or to the Demised Premises or add, disturb or in
any way change any plumbing or wiring, (except cabling) without the
prior written consent of the Landlord (which shall not be
unreasonably withheld, conditioned or delayed). In the event
alterations are required by any governmental agency by reason of
the use and occupancy of the Demised Premises by Tenant, Tenant
shall make such alterations at its own cost and expense after first
obtaining Landlord’s written approval (which shall not be
unreasonably withheld, conditioned or delayed) of plans and
specifications and furnishing such indemnification as Landlord may
reasonably require against liens, costs, damages and expenses
arising out of such alterations. Landlord shall notify Tenant, at
the time of such approval, if Landlord requires removal of any
fixtures at Lease Expiration. Tenant shall warrant to Landlord that
all such alterations, additions, or improvements shall be in strict
compliance with all relevant laws, ordinances, governmental
regulations and insurance requirements. Construction of such
alterations or additions shall commence only upon Tenant obtaining
and exhibiting to Landlord the requisite approvals, licenses and
permits and indemnification against liens. All alterations,
installations, physical additions or improvements to the Demised
Premises made by Tenant shall at once become the property of
Landlord and shall be surrendered to Landlord upon the termination
of this Lease; provided, however, this clause shall not apply to
movable equipment or furniture or trade fixtures owned by Tenant,
which may be removed by Tenant at the end of the Term; provided
that Tenant shall repair any damage caused to the Demised Premises
or Building as a result of such removal.
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13.0
ACCESS TO DEMISED PREMISES :
Landlord will
provide Tenant with two (2) copies of keys to access all lockable
doors in the Premises at no cost to Tenant. Tenant may make
additional copies of keys at Tenant’s sole cost and expense.
All keys, including duplicates made by Tenant, will be returned to
Landlord at the end of the term.
Tenant agrees
to permit Landlord and the authorized representatives of Landlord,
upon reasonable advance notice to Tenant, to enter the Demised
Premises at all times during usual business hours for the purpose
of inspecting the same and making any necessary repairs to the
Demised Premises and performing any work therein that may be
necessary to comply with any laws, ordinances, rules, regulations
or requirements of any public authority or of the Board of Fire
Underwriters or any similar body or that Landlord may deem
necessary to prevent waste or deterioration in connection with the
Demised Premises. Nothing herein shall imply any duty upon the part
of Landlord to do any such work which, under any provision of this
Lease, Tenant is required to perform and the performance thereof by
Landlord shall not constitute a waiver of the Tenant’s
default to perform the same. Landlord may, during the progress of
any work in the Demised Premises or Building, reasonably keep and
store upon the Demised Premises or Building all necessary
materials, tools, and equipment. Landlord shall not in any event be
liable for reasonable inconvenience, annoyance, disturbance, loss
of business, or other damage of the Tenant, nor shall
Tenant’s lease obligations be affected by reason of making
repairs or the performance of any work, including materials
handling into or through the Demised Premises or Building, but
Landlord shall use reasonable efforts to minimize such impacts on
Tenant and its business.
Landlord
reserves the right to enter upon the Demised Premises (a) at any
time in the event of an emergency and (b) at reasonable hours with
reasonable notice to exhibit the Demised Premises to prospective
purchasers or others; and to exhibit the Demised Premises to
prospective tenants and to display "For Rent" or similar signs on
windows or doors in the Demised Premises during the last one
hundred twenty (120) days of the Term of this Lease, all without
hindrance by Tenant.
14.0
REMOVAL OF FIXTURES :
Notwithstanding anything contained in Article
12.0, 18.0, or elsewhere in this Lease, if Landlord requests, then
Tenant will promptly remove, at the sole cost and expense of
Tenant, all fixtures, equipment and alterations made by Tenant, at
the time Tenant vacates the Demised Premises, and Tenant will
promptly restore said Demised Premises to the condition that
existed immediately prior to said fixtures, equipment and
alterations having been installed or made, all at the sole cost and
expense of Tenant.
15.0
ASSIGNMENT OR SUBLETTING :
Tenant shall
use and occupy the Demised Premises throughout the entire Term only
for the purposes herein specified and for no other purposes, in the
manner and substantially the extent now intended, and shall not
transfer or assign this Lease or sublet the Demised Premises, or
any part thereof, whether by voluntary act, operation of law, or
otherwise, without obtaining the prior consent of Landlord in each
instance, which consent may be withheld by Landlord in its sole
discretion, except however, Landlord shall not unreasonably
withhold its consent to a sublease if the sublessee has a net worth
greater than One Million Dollars . Tenant shall seek such consent
of Landlord by a written request therefor, setting forth such
information as Landlord may deem necessary, which if the consent
requested is for a sublease with a sublessee purported to have a
net worth greater than one million dollars must include a letter of
intent and a current and complete financial statement certified by
the sublessee or an officer of the sublessee if sublessee is an
entity. If a sublease approval by Landlord is for a sublessee
having a net worth greater than one million dollars, Landlord shall
not disapprove a sublease or terms thereof that are consistent with
the letter of intent provided to Landlord. Consent by Landlord to
any assignment of this Lease or to any subletting of the Demised
Premises shall not be deemed a consent or waiver
of
8
Landlord’s right under this Article as to
any subsequent assignment or subletting. Sale, assignment, or
change of ownership of Tenant or a sale of all or substantially all
of the assets of Tenant, will require Landlord consent, which
consent may be withheld by Landlord in its sole discretion, unless
Tenant provides to Landlord evidence satisfactory to Landlord,
including a financial statement certified by the purchaser,
assignee or successor owner evidencing the purchaser, assignee or
successor owner has a net worth of not less than one million
dollars and such purchaser, assignee or successor owner expressly
assumes Tenant’s obligations under this Lease by an
assignment in form satisfactory to Landlord (if such conditions are
satisfied, herein a “Permitted Assignee”). Tenant
shall
