LEASE

 

Exhibit 10.27

 

 

LEASE BETWEEN

 

1375 KINGS HIGHWAY/777 COMMERCE DRIVE ASSOCIATES, LLC

AND 14 MAMARONECK AVENUE REINVESTMENT ASSOCIATES, LLC,
collectively, the

 

LANDLORD

 

c/o Celestial Capital Group, Inc.

10 East 40 ^th Street

New York, New York 10016

 

AND

 

COMPETITIVE TECHNOLOGIES, INC.

 

TENANT

 

LEASE SUMMARY

 

 

  

 

 

 

SCHEDULE “A”

 

RENT SCEHDULE

 

 

 

TABLE OF CONTENTS

 

 

 

THIS LEASE is made as of April ________ 2006, between 1375 Kings Highway/777 Commerce Drive Associates, LLC and 14 Mamaroneck Avenue Reinvestment Associates, LLC, each a Connecticut limited liability company (collectively, “Landlord”), with offices at c/o Celestial Capital Group, Inc., 10 East 40th Street, New York, NY 10016, and COMPETITIVE TECHNOLOGIES, INC. (“Tenant”) with offices at 1960 Bronson Road, Fairfield, CT 06824.

 

ARTICLE 1. DEFINITIONS

 

1.01. The following terms shall have the meanings set forth opposite each term or in the indicated Section:

 

“Additional Rent” - Section 4.01

 

“Additional Space” - Section 33.01

 

“Alterations” - Section 25.01

 

“Base Rent” - Section 3.01

 

“Broker” - Section 29.01

 

“Building” - That certain real property in which the Demised Premises are located, known as 777 Commerce Drive, Fairfield, Connecticut.

 

“Commencement Date” - Section 2.03

 

“Common Areas” - Shall mean all means of egress and ingress, including public sidewalks and walkways, lobbies, vestibules, stairways, corridors, passenger elevators, and public lavatories. It shall also include those portions of the premises that are dedicated for parking and passage of motor vehicles.

 

“Demised Premises” - The space on the first floor of the Building shown on the floor plan attached hereto as Exhibit “A”.

 

“Early Termination Option” - Section 2.07

 

“Landlord’s Work” - The work to be performed by Landlord as described in Exhibit “B” attached hereto.

 

“Lease Interest Rate” - Shall mean the sum of (i) the prime or base lending rate announced from time to time by the Wall Street Journal plus (ii) three percentage points.

 

 

“Lease Summary” - The list of terms attached to this Lease and made a part thereof. The terms set forth in the Lease Summary are incorporated by reference in the applicable Articles of the Lease with the same effect as if set forth in full in such Articles.

 

“Lease Year” - The period commencing on the Commencement Date and ending on the last

day of the month in which the first anniversary of the Commencement Date occurs, and each

 

12-month period thereafter, except that if the period between the last such anniversary and the end of the Term is less than 12 months, then the last Lease Year shall be such lesser period.

 

“Legal Holidays” - Shall include New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, Christmas Day, and any other state or national holiday as may be established from time to time. In addition to the afore- mentioned days, Legal Holidays also shall include days prior or subsequent to the enumerated holidays such as the Friday after Thanksgiving and the Friday immediately succeeding Christmas, when Christmas falls on a Thursday. In addition, if any Legal Holiday falls on a weekend and is celebrated by the State of Connecticut or Federal Government on a weekday, such weekday also shall be deemed a Legal Holiday hereunder.

 

“Operating Expenses” - Shall mean any or all expenses incurred by Landlord in connection with the operation of the Building, including all expenses incurred as a result of Landlord’s compliance with any of its obligations hereunder, and such expenses shall include: (i) salaries, wages, medical, surgical and general welfare benefits (including group life insurance), pension payments and other fringe benefits of employees of Landlord or Landlord’s Managing Agent engaged in the operation and maintenance of the Building; (ii) payroll taxes, workmen’s compensation, uniforms and dry cleaning for the employees referred to in subdivision (i); (iii) the cost of all charges for steam, heat, ventilation, air conditioning and water (including sewer rental, taxes, septic and well costs, if applicable) furnished to the Building and/or used in the operation of all of the service facilities of the Building and the cost of all charges for electricity furnished to the public and service areas of the Building and/or used in the operation of all of the service facilities of the Building including any taxes on any of such utilities; (iv) the cost of all charges for rent, hazard, casualty, war risk insurance (if obtainable from the United States government) and liability insurance for the Building carried by Landlord; (v) the cost of all building and cleaning supplies for the Building and charges for telephone for the Building; (vi) the cost of all charges for the management of the Building based on a fee equal to the then prevailing rate paid to managing agents of a first class office building in Fairfield County; (vii) the cost of all charges for window cleaning and service contracts with independent contractors for the Building; (viii) the cost of rentals of capital equipment designed to result in savings or reductions in Operating Expenses; (ix) the cost of capital improvements made by Landlord with respect to the maintenance and/or operation of the Building, amortized over the shorter of (A) ten (10) years and (B) the life of such capital improvements; (x) the cost of compliance by Landlord with any federal, state, municipal or local ordinances affecting the Building; (xi) the cost relating to the maintenance and operation of the elevators in the Building; (xii) the cost relating to protection and security; (xiii) the cost relating to lobby decorations and interior and exterior landscape maintenance, snow plowing and maintenance of the parking areas; (xiv) repairs, replacements and improvements which are appropriate for the continued operation of the Building, including, but not limited to, repairs and improvements to the HVAC, plumbing and electrical systems; (xv) painting of non-tenanted areas; and (xvi) professional and consulting fees. Operating Expenses shall not include (xviii) costs of painting and decorating for any tenant’s space; (xix) administrative wages and salaries, including executive compensation; (xx) renting commissions; (xxi) franchise taxes or income taxes of Landlord; (xxii) real estate taxes to the extent included in Article 4; (xxiii) the cost of furnishing electricity and HVAC to Tenant and to any other tenants in the Building who separately pay for the cost of all such services; (xxiv) the cost of providing overtime heat, air-conditioning, and separately metered water to tenants of the Building to the extent that the same are payable by the tenants for whom such services are provided; (xxv) the cost of any work or service provided to any tenant of the Building that is not provided to Tenant under this Lease; and (xxvi) attorney’s fees in preparing and enforcing leases for tenants in the Building.

 

 

 

“Renewal Term” - Section 2.06

 

“Rent” - Collectively, the Base Rent and the Additional Rent.    

 

“Rent Commencement Date” - Section 3.01

 

“Security Deposit” - Section 30.01

 

“Structural” - Shall mean the parts of the Building which are integral to the structure of the Building, and includes: stairwells and towers; foundations; sub-flooring; column supports; load bearing walls; roof; exterior walls above and/or below grade; fire escapes; and anything integral to the support of the Building.

 

“Taxes” - Shall mean all real estate taxes, school taxes, sewer rents, rates and charges, assessed, levied or imposed upon the Building (including special or extraordinary assessments), and all assessments or other governmental charges, general, specific, assessed, levied or imposed upon the Building, and “Tax” shall mean any of such taxes. There shall be excluded from Taxes any capital stock, income, inheritance, estate, succession, transfer, sales, gift or similar taxes of Landlord or any franchise or unincorporated business tax upon Landlord. If, due to a change in the method of taxation, any franchise, income, profit or other tax, however designated, shall be levied against Landlord in substitution, in whole or in part, for, or in lieu of, any tax which would otherwise constitute a Tax, such franchise, income, profit or other tax shall be deemed to be a Tax for the purpose hereof.

 

“Tenant’s Share of Operating Expenses” - Section 4.03

 

“Tenant’s Work” - The work to be performed by Tenant (if any) as described in Exhibit “B” attached hereto.

 

 

“Tenant’s Tax Share” - Section 4.02

 

“Term” - Section 2.02

 

ARTICLE 2. DEMISE AND TERM

 

2.01. Landlord hereby leases to Tenant, and Tenant hires from Landlord, the Demised Premises, for the Term and at the Rent described below, and otherwise upon the terms of this Lease.

2.02. The “Term” is the number of years specified in the Lease Summary, plus the number of days necessary so that the Term shall end on the last day of a calendar month. The Term shall commence on the Commencement Date, and shall end on such earlier date on which the Term may be canceled or terminated pursuant to this Lease or as provided by law.

 

2.03. The “Commencement Date” shall be the date upon which Landlord notifies Tenant that Landlord’s Work, as described on Exhibit B attached hereto, has been “substantially completed”; i.e ., with the exception of minor “punch list” items that: (i) do not materially interfere with Tenant’s use of the Demised Premises for the purpose specified in the Lease Summary, (ii) do not unreasonably interfere with the completion of Tenant’s fitout work, if any, and (iii) can be remediated or completed within thirty (30) days after the Commencement Date. Tenant shall cooperate with Landlord and promptly approve or specify any change in the drawings and specifications submitted by Landlord for Landlord’s Work. If Tenant shall delay in such approval and/or specification so that Landlord is unable to begin work within fifteen (15) days of the date on which this Lease is executed and delivered, or shall specify any item other than those offered by Landlord as building standard and such item is not immediately available, then the completion of Landlord’s Work will be deemed to occur one day earlier for each day of the delay than the date on which Landlord’s Work has been substantially completed. Landlord represents that, on or before the Commencement Date, a permanent or temporary certificate of occupancy will have been issued for the Demised Premises by the applicable municipal building authority. If the certificate of occupancy is temporary, it shall permit Tenant to use the Demises Premises for the purposes stated in this Lease, and Landlord shall diligently pursue the issuance of a permanent certificate of occupancy.

 

2.04. Landlord will provide Tenant reasonable access to the Demised Premises prior to the Commencement Date for the purposes of installation of its telecommunications wiring and equipment, and to otherwise prepare the Demised Premises for its occupancy, provided that such work does not interfere with the timely completion of Landlord’s Work. Such entry shall be on all the terms of this Lease applicable during the Term other than the payment of Base Rent.

 

2.05. If Landlord is unable to give Tenant possession of the Demised Premises by August 15, 2006, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired, nor shall the same be construed to extend the Term, but the Commencement Date shall be the date when Landlord shall have given Tenant notice that the Demised Premises are ready for occupancy. If Landlord gives Tenant possession of the Demised Premises after August 15, 2006, and provided that such delay is not caused by Tenant’s failure to promptly submit and/or approve plans and specifications for Landlord’s Work or Tenant’s Work (if any) or by Tenant’s selection of a non-Building standard item that is not immediately available, then the Rent Commencement Date shall be extended by two (2) additional days for each day beyond August 15, 2006 that Landlord’s Work is not substantially completed as defined in Section 2.03.

 

 

2.06. Tenant may renew this Lease for one additional term of five (5) years (“Renewal Term”), to commence upon the expiration of the Term, provided that Tenant is not in default hereunder on the expiration date of the Term, or on the date that Tenant shall give notice of its election to renew this Lease. Tenant shall exercise the renewal option by giving Landlord written notice of its election to do so at least nine (9) months before the Term expires. The Renewal Term shall be upon the same terms and conditions provided in this Lease, except for (i) Base Rent, which shall be ninety-five (95%) percent of fair market value for the first Lease Year of the Renewal Term, but in no event less than the Base Rent payable by Tenant in the last year of the Term, with annual increases of $1.00 per R.S.F. for each remaining year of the Renewal Term and (ii) the Base Year for Taxes and the Base Year for Operating Expenses, which shall be readjusted as set forth in the Lease Summary. If the parties cannot agree upon fair market value, it shall be determined by two (2) independent brokers, one chosen by Tenant and one chosen by Landlord, provided that neither broker has represented Tenant or Landlord in the preceding two years. In the event that such brokers shall be unable to agree on fair market value, they shall choose a third broker who, together with the other two brokers, shall jointly determine fair market value.

 

2.07. Tenant shall have the one-time option to terminate this Lease upon the expiration of the fifth Lease Year, by (i) giving Landlord written notice thereof not less than nine (9) months prior to the termination date and (ii) paying to Landlord with its written notice the sum of $28,126.00. This payment represents the agreed upon liquidated damages for early termination of this Lease. Tenant shall not have the right to exercise this option if it is in default under this Lease beyond any applicable notice and cure period at the time that the required written notice is given by Tenant, or at any time thereafter prior to the termination date.

 

ARTICLE 3. BASE RENT

 

3.01. The “Rent Commencement Date” shall be the date specified in the Lease Summary. During the Term, commencing on the Rent Commencement Date, Tenant shall pay to Landlord Base Rent for each Lease Year at the rate specified in the Lease Summary, without notice, demand, abatement, set off or counterclaim, at the office of Landlord indicated above, or at such other place as Landlord may designate in writing, in equal monthly installments in advance on the first day of each month, except the first month’s installment of Base Rent shall be payable upon the execution of this Lease. If the Rent Commencement Date shall occur on a day other than the first day of a calendar month, the Base Rent shall be prorated for the period from the Rent Commencement Date to the last day of such calendar month.

 

 

3.02. Beginning on the Commencement Date, Landlord will pay the base rent and additional rent for the remaining term of Tenant’s lease (“Stub Rent”) at 1960 Bronson Road, Fairfield, CT, which lease expires on December 31, 2006. Prior to the Commencement Date, Tenant shall substantiate the Stub Rent by giving Landlord copies of its lease and recent rent bills. In no event shall Landlord’s liability for Stub Rent exceed $84,375.00. Such payments shall be made from an escrow account created on or before the Commencement Date. If the Stub Rent on the Commencement Date is for a period of less than six (6) months, then in addition to paying the Stub Rent, Landlord also shall give Tenant a credit for the amount of Stub Rent representing the difference between the Stub Rent owing on the Commencement Date and six months’ Stub Rent, which credit shall be applied against the Base Rent due under this Lease. In no event shall Landlord be responsible for more than six (6) months of Tenant’s Stub Rent. Landlord shall indemnify Tenant for any damages, claims, charges and expenses, including reasonable attorneys’ fees, which may be incurred by or asserted against Tenant by reason of Landlord’s breach of the obligations set forth in this Section 3.02.

 

ARTICLE 4. ADDITIONAL RENT

 

4.01. In addition to the Base Rent, Tenant shall pay to Landlord as Additional Rent any and all other sums provided in this Lease to be paid by Tenant to Landlord. Notwithstanding any terms contained in Article 3 of this Lease, Tenant’s obligation to pay Additional Rent shall commence upon the Commencement Date. Additional Rent shall be paid without demand, abatement, set off or counterclaim, at the office of Landlord indicated above, or at such other place as Landlord may designate in writing, within thirty (30) days after Landlord shall have rendered and Tenant shall have received a bill on account thereof. The nonpayment of Additional Rent shall entitle Landlord to exercise all rights and remedies as are provided in the case of nonpayment of Base Rent.

 

4.02. Tenant shall pay that percentage set forth in the Lease Summary as “Tenant’s Tax Share”, of the excess, if any, of the Taxes for each Lease Year after the Base Year over the Taxes for the Base Year specified in the Lease Summary.

 

4.03. Tenant shall pay that percentage set forth in the Lease Summary as “Tenant’s Share” of Operating Expenses of the excess, if any, of the Operating Expenses for each Lease Year after the Base Year over the Operating Expenses for the Base Year specified in the Lease Summary.

 

 

 

ARTICLE 5. ELECTRICITY

 

5.01. Landlord shall supply electricity to the Demised Premises on a submetered basis. Tenant shall pay to Landlord, on a monthly basis, as Additional Rent, the amounts determined by the submeter installed for the purpose of measuring the electric consumption of the Demised Premises, calculated by applying to Tenant’s measured electrical demand and consumption 100% of the public utility rate schedule then applicable to Landlord for purchase of electricity for the Building. Where more than one submeter measures the service to Tenant, the service rendered through each submeter may be computed and billed separately to Tenant. Bills for electric energy shall be rendered at such times as Landlord may elect and such amount shall be paid by Tenant as Additional Rent within ten (10) business days from the date Landlord invoices Tenant for such charges. Upon request, but in no event more than once annually, Landlord shall, at Tenant’s sole cost and expense, furnish to Tenant copies of public utility invoices and any other documents used by Landlord to compute Tenant’s usage of electricity.

 

5.02.   Notwithstanding any provision set forth in this Article 5, Landlord shall make reasonable efforts to supply electricity to the Demised Premises on a direct metered basis. Tenant shall pay the cost of installing and maintaining the meter, and the costs of such service shall be paid directly by Tenant to the public utility provider. A default by Tenant in the payment of its electric bills beyond any applicable notice by Landlord and cure period under Section 17.01 shall be deemed a default by Tenant under this Lease.

 

5.03. Tenant agrees at all times that its use of electric current shall not exceed the capacity of existing feeders to the Buildings or the risers or wiring installation. Tenant shall make no electrical installations, alterations, additions or changes to electrical equipment or appliances without the prior written consent of Landlord in each instance. Tenant shall at all times comply with the rules, regulations, terms and conditions applicable to service equipment, wiring and requirements of the utility supplying electricity to the Building. If, in Landlord’s reasonable judgment, Tenant’s electrical requirements necessitate installation of additional risers, feeders or other proper and necessary equipment, and if Landlord has approved such installation, the same shall be installed by Landlord at Tenant’s sole expense, which shall be chargeable and collectible as Additional Rent and paid within ten (10) business days after rendition of a bill to Tenant therefor. Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of electrical service furnished to the Demised Premises by reason of any requirement, act or omission of the utility serving the Building or for any reason not attributable to Landlord.

 

 

ARTICLE 6. USE AND COMMON AREAS

 

6.01. Tenant shall use the Demised Premises for the purpose specified in the Lease Summary and for no other purpose, and subject to the Rules and Regulations attached hereto as Exhibit “C”.

 

6.02. Tenant, its employees, agents, customers and invitees, shall have the non-exclusive right for and during the Term to use the Common Areas, as from time to time constituted, in common with Landlord and all others to whom Landlord has granted or may hereafter grant rights, and their employees, agents, customers and invitees, subject to such changes in the Common Areas and to such reasonable rules and regulations as Landlord may from time to time make or promulgate. Tenant shall not at any time interfere with the rights of other tenants and occupants and their respective employees, agents, customers and invitees or any others whom the Landlord has granted or may hereafter grant rights, to use any part of the Common Areas. Landlord may, at any time and from time to time, close any Common Areas to make repairs or changes therein, to effect construction, repairs or changes within the Building, to preclude a claim of title by adverse possession, and may do such other acts in and to the Common Areas as in   its sole judgment may be desirable to improve the convenience thereof.

 

6.03.   Landlord shall reserve ten (10) parking spaces, five (5) located in the parking area in the front of the Building and five (5) located in the parking area in the rear of the Building, for the exclusive use by Tenant, its principals, officers and employees. Such spaces shall be as close as possible to the Building. In addition to the reserved parking spaces, Tenant, its employees, agents, customers and invitees shall have the non-exclusive right for and during the Term to use the parking areas of the Building, as from time to time constituted, in common with Landlord and all others to whom Landlord has granted or may hereafter grant rights, and their employees, agents, customers and invitees, subject to such reasonable rules and regulations as Landlord may from time to time promulgate. Tenant’s non-exclusive right to use the parking areas of the Building will be on a non-reserved, “first come, first served” basis and no overnight parking shall be permitted. During the Term, no additional charge shall be imposed upon Tenant, its employees, agents, customers and invitees for their use of the parking areas of the Building.

 

6.04. Tenant shall keep the Demised Premises free of hazardous substances/materials as defined by applicable federal, state or local laws and not cause or permit the Demised Premises to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, produce or process hazardous substances/materials except in compliance with all applicable federal, state or local laws or regulations. Tenant shall be responsible and pay for all costs of segregating, packaging, treating, transporting and disposing of all hazardous or infectious waste generated by Tenant at or from the Building. All hazardous or infectious waste shall be identified, segregated, measured, stored and disposed of by Tenant in a manner that complies with all federal, state and local laws or regulations applicable to hazardous or infectious waste. None of the Common Areas may be used by Tenant for the storage or disposal of hazardous or infectious waste. Landlord represents that on the Commencement Date, the Demised Premises will be free of hazardous substances/materials as defined by applicable federal, state or local laws.

 

 

ARTICLE 7. UTILITIES AND SERVICE

 

7.01. Landlord shall furnish hot and cold water in the public lavatories located on the floor(s) on which the Demised Premises are located, and shall furnish separately metered hot and cold water to the Demised Premises if the Demised Premises include plumbing fixtures. The installation of the meter shall be at Landlord’s expense.

 

7.02. Landlord shall furnish heat and cooling to the Demised Premises through a separate HVAC system which, prior to installation, shall be subject to reasonable review by Tenant’s engineers. Tenant’s consumption of heat shall be measured by submeter and calculated by applying to Tenant’s consumption 100% of the public utility rate schedule then applicable to Landlord for purchase of gas for the Building. Bills for heat shall be rendered at such times as Landlord may elect, and such invoices shall be paid by Tenant as Additional Rent within ten (10) business days of Tenant’s receipt thereof. Tenant’s consumption of electricity for air conditioning shall be measured and payable as set forth in Section 5.01.

 

7.03. Landlord shall furnish automatic, non-attended elevator service for the Demised Premises in common with other tenants in the Building.

 

7.04. Landlord shall furnish electrical energy to the Demised Premises for ordinary small office machines, PC’s, lighting fixtures for use during typical business hours, a microwave, refrigerator and coffee machines. Tenant shall not connect any machines that exceed the capacity of the electrical system serving the Demised Premises or dissipate heat in excess of that for which the HVAC system is designed, and agrees that the connected load in the Demised Premises shall not in the aggregate exceed 5 watts at 120 volts single phase per rentable square foot, exclusive of air conditioning, except with the prior written consent of Landlord.

 

7.05. It is understood that if any services to be provided by Landlord are interrupted by reason of accident, construction or any other reason (other than the intentional misconduct or negligence of Landlord), such interruption shall not be deemed a constructive eviction, Landlord shall not be liable in damages to Tenant, and Tenant shall not be entitled to an abatement of

Rent. However, Landlord shall use reasonable efforts to promptly and diligently restore service and take all steps reasonably necessary to minimize the deprivation of services to Tenant.

 

ARTICLE 8. REPAIRS AND MAINTENANCE

 

8.01. Throughout the Term, Tenant shall, at its own cost and expense, be responsible for all non-structural repairs within the Demised Premises and any Structural repairs to the Demised Premises or Building or Building systems caused by actions or omissions of Tenant, its employees, agents or invitees. Tenant shall bear all costs of light bulbs for use in the Demised Premises. Subject to Tenant’s Share of Operating Expenses, Landlord shall be responsible for Structural repairs within the Demised Premises or to the Building, except for those necessitated by actions or omissions of Tenant, its employees, agents or invitees. Tenant shall, at its sole cost and expense, maintain the HVAC units that solely service the Demised Premises, but Landlord shall, at its sole cost and expense, replace such HVAC units, if necessary.

 

 

 

8.02. Landlord shall provide cleaning in the Demised Premises, including the cleaning of exterior windows, in accordance with the cleaning specifications attached hereto as Exhibit “D.” Tenant shall not clean, nor require, permit or allow any exterior window in the Demised Premises to be cleaned from the outside.

 

8.03. Landlord shall maintain, or cause to be maintained, the Common Areas and parking areas in good order and repair, including removal of snow from all outdoor areas and walkways in accordance with sound management practices of comparable buildings.

 

ARTICLE 9. ASSIGNMENT AND SUBLETTING

 

9.01. Tenant may not assign its interest in all or part of the Demised Premises, nor sublease all or part of the Demised Premises or permit any other person to use or share any space therein, without the prior written consent of Landlord in each case, which consent shall not be unreasonably withheld. Tenant shall pay Landlord’s reasonable attorneys’ fees and other reasonable expenses for reviewing and documenting any requested assignment or sublease, regardless of whether Landlord consents thereto. It shall not be deemed unreasonable for Landlord to withhold consent to an assignment or sublease of this Lease if the proposed assignee/subtenant shall have a net worth less than the Tenant or if the use for which the proposed assignee or subtenant would employ the Demised Premises would violate the Building’s Rules and Regulations, or any then existing exclusive use provisions contained in other leases for the Building.

 

9.02. For purposes of this Lease, if Tenant shall be other than a natural person, the term “assignment” shall be deemed to include the sale or other transfer of a majority of the shares or other equity interests in Tenant, in one transaction or a series of related transactions, and shall include any event which by operation of law vests this leasehold interest in any person other than the person named as Tenant in the Lease Summary.

 

9.03. Notwithstanding anything contained herein to the contrary, and provided that Tenant is not in default under this Lease, Tenant may, without the consent or approval of Landlord, assign this Lease or sublease any portion of the Demised Premises to an entity that is the result of a merger or consolidation with Tenant, or to an entity under the common control of Tenant. Tenant shall give Landlord notice of any assignment or sublease covered by this Section 9.03 and a copy of the assignment or sublease agreement.

 

 

9.04. No consent by Landlord to any assignment or sublease (including an assignment or sublease permitted by Section 9.03) shall be deemed to release Tenant from its obligations under this Lease.

 

9.05. Whenever Tenant shall request Landlord’s consent to an assignment of this Lease or a subletting of the Demised Premises or a portion thereof, Tenant shall be deemed to have offered to terminate the Term (or, if less than   all the Demised Premises is to be sublet, then such offer shall be deemed to be for the termination of this Lease as to the portion of the Demised Premises proposed to be sublet). At any time within thirty (30) days after Tenant shall have made such request and furnished to Landlord all information regarding the proposed transaction and the proposed assignee or subtenant as Landlord reasonably requests, including all consideration to be paid in connection therewith, Landlord may elect, by giving notice to Tenant, to terminate the Term or to terminate this Lease as to that portion of the Demised Premises to be sublet, as the case may be, effective on the date on which such assignment or sublease was to become effective. In case of a partial termination, the expense of lawfully dividing the space shall be borne by Tenant. Notwithstanding the foregoing, Landlord shall not have the right to terminate the Lease if Tenant withdraws its request for Landlord’s consent to a proposed assignment or sublease by written notice to Landlord within five (5) business days of Landlord’s denial of such request.

 

9.06. Tenant shall indemnify Landlord from and against any claim brought by any broker, or by any assignee or subtenant, in any such transaction proposed by Tenant.

 

9.07.   Tenant shall not advertise for the purpose of assigning or subletting the Demised Premises. Tenant shall not negotiate with, assign or sublease to any other tenant or occupant in the Building, or any potential tenant with whom Landlord is negotiating or with whom Landlord

or Landlord’s agent has dealt within the twelve (12) months immediately preceding Tenant’s request for Landlord’s consent to any such assignment or sublease.

 

ARTICLE 10. WORK BY LANDLORD

 

10.01. Tenant shall take the Demised Premises in its “as is” condition on the date of this Lease, except for Landlord’s Work to be performed by Landlord, as shown on Exhibit “B” attached hereto. Space planning for a test fit shall be performed by Tenant’s architect, at Tenant’s sole cost and expense. Landlord shall pay for and perform construction for Landlord’s Work and pay all architect and engineering fees in connection with Landlord’s Work, except for the space planning fees of Tenant’s architect.

 

ARTICLE 11. COMPLIANCE WITH LAWS AND INSURANCE

 

11.01. Tenant shall, at its own cost and expense, execute and comply with all notices, orders, rules, regulations, requirements, ordinances and laws of the village, town, county, state and federal governments, and/or each and every department, bureau and office thereof, to the extent that any such notices, rules, orders, regulations, requirements, ordinances or laws at any time issued and enforced shall be applicable to the interior of the Demised Premises and to the use and occupancy thereof, provided, however, that Tenant shall not be responsible for Structural repairs, unless the Structural repair is necessitated by the actions or omissions of Tenant, its employees, agents, or invitees. Landlord shall comply with requirements of the Americans with Disabilities Act of 1990 that pertain to the Demised Premises and any other laws applicable to the Building (excluding, however, those applicable to the interior of the Demised Premises or to Tenant’s use and occupancy thereof).

 

 

ARTICLE 12. SIGNS  

 

12.01. Landlord shall furnish and install, at Landlord’s sole cost and expense, the Building tenant standard signage on the entrance door to the Demised Premises. Landlord shall provide Tenant one listing on its lobby directory and one listing on the directory on the floor on which the Demised Premises are located. Tenant shall not erect any signs on the exterior of the Demised Premises or on any exterior windows without Landlord’s consent.

 

ARTICLE 13. INSURANCE

 

13.01. Tenant agrees to obtain and maintain during the Term commercial general publi