Exhibit
10.8
LEASE
AGREEMENT
THIS LEASE
AGREEMENT, made as of this 1st day of July 2001, by and between
Sarcom Properties, Inc having its principal place of business at
8405 Pulsar Drive, Columbus, Ohio 43240, hereinafter referred to as
“Landlord”, and Sarcom Desktop Solutions, Inc., having
its principal place of business at 8337 Green Meadows Drive N.,
Lewis Center, Ohio 43035, hereinafter referred to as
“Tenant.”
1.
DEMISED PREMISES
Landlord, in
consideration of the rent to be paid and the covenants to be
performed by Tenant, does hereby demise and lease unto Tenant, and
Tenant hereby rents from Landlord, approximately 144,000 square
feet of space in a certain facility, together with the real estate
upon which it is located, and all improvements located therein,
located at 8337 Green Meadows Drive in the City of Lewis Center,
State of Ohio, as is more particularly described on Exhibit A
attached hereto and made a part hereof (said building,
improvements, and real estate shall be hereinafter referred to as
the “Premises”.)
2.
TERM
The term of this
lease shall commence on July 1, 2001 and terminate on December 31,
2004 unless sooner terminated as provided herein.
3.
RENT
(a)
Tenant shall pay to Landlord during each year of the Term hereof
annual fixed rental for the Premises in the amount of Eight Hundred
Seventy Six Thousand and No/100 Dollars ($876,000.00) per year
(“Fixed Rental”), payable in twelve (12) equal monthly
installments of Seventy Three Thousand and No/100 ($73,000.00)
each.
(b)
In the event Tenant elects to receive any portion of the Tenant
Allowance, as defined below, the Fixed Rental payable by Tenant for
the Premises shall increase on a pro rata basis, based upon the
portion of the Tenant Allowance taken, as illustrated below. For
example, if Tenant takes $30,000.00 of the $100,000.00 available
Tenant Allowance, the Fixed Rental shall increase by a percentage
calculated as follows: the amount of Tenant Allowance taken
($30,000.00) times an interest rate of 2.74% over the total Tenant
Allowance available ($100,000.00), or 82% in this case. The Fixed
Rental payable by Tenant ($876,000.00 annually, above) shall
increase by .82% and, in this example, shall become $883,183.20 per
year, payable in, twelve (12) equal monthly installments of Seventy
Three Thousand Five Hundred Ninety Eight and 60/100 Dollars
($73,598.60). In the event that Tenant elects to receive the entire
Tenant Improvement Allowance, as defined below, the Fixed Rental
payable by Tenant for the Premises shall be Nine Hundred Thousand
and No/100 Dollars ($900,000.00) per year, payable in twelve (12)
equal monthly installments of Seventy Five Thousand and No/100
Dollars ($75,000.00) each.
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The
monthly installment of the Annual Fixed Rental is due in advance on
or before the fifth day of each and every calendar month during the
term of this lease, to landlord at Sarcom Properties, Inc., 8405
Pulsar Drive, Columbus, Ohio 43240, or such other place as Landlord
may from time to time designate in writing without prior demand
thereof and without any set-off or deduction whatsoever. In the
event that the commencement date of the term of this Lease shall
occur on a day other than the first day of a calendar month, the
first rental payment shall be prorated on the basis of a thirty
(30) day month and shall be due and payable on the commencement
date.
(c)
Tenant shall pay any and all sums of money or charges required to
be paid by Tenant as additional rent under this Lease promptly when
the same are due, without any deduction or set-off whatsoever.
Tenant’s failure to pay any such amounts or charges when due
shall carry with it the same consequences as the failure to pay
Fixed Rental. All such amounts or charges shall be payable to
Landlord at the place where rent is payable.
(d)
In the event that (i) Tenant shall fail to pay Fixed Rental
payments on the date when due and such non-payment continues for
five (5) or more calendar days after the same be due and payable,
or (ii) Tenant shall fail to pay any other rental payment or charge
due from Tenant to Landlord hereunder on the date when due and such
non-payment continues for five (5) or more calendar days after the
same be due and payable, and Tenant does not cure the default in
(d)(i) or (ii) above within ten (10) calendar days after written
demand by Landlord that the default be cured, Tenant shall pay a
late payment charge equal to one and one-half percent (1.5%) per
month of the amount of such payment from the due date thereof until
paid by Tenant. In like manner, all othr obligations, benefits and
moneys which may be due to Landlord from Tenant under the terms
hereof, or which are paid by landlord because of Tenant’s
default hereunder, shall bear interest at the lesser of (i) the
highest rate then allowable by law or (ii) the rate of three
percent (3%) per annum above the prime rate announced by Bank One,
Columbus, NA of Columbus, Ohio as its prime rate as of the due
date, (in either instance the “Default Rate”) from the
due date until paid or, in the case of sums paid by Landlord,
because of Tenant’s default hereunder, from the dale such
payments are made by Landlord until the date Landlord is reimbursed
by Tenant
4.
USE OF PREMISES
(a)
Tenant shall use the Premises for general warehousing,
configuration, distribution and light manufacturing of computer
products clammed under Section 310.0 of the Ohio Basic Building
Code, effective September 1, 1992, being in either the S-1 Moderate
Hazard Storage Uses or the S-2 Low Hazard Storage Uses (see Exhibit
B), or any combination of the two, office uses, training and
education uses and for no other purpose without the prior written
consent of the Landlord, which shall not be unreasonably withheld
Landlord and Tenant have been provided an inspection report, issued
by Jezerinac Geers & Associates, Inc., dated December 15, 2000,
attached hereto as Exhibit C (“Inspection Report”),
which includes recommendations for the mediation of certain
structural defects of the Premises. Landlord covenants to perform
any and all actions required for the remediation of the structural
defects disclosed by the Inspection Report, as needed, throughout
the Term of this Lease. Subject to Landlord’s obligations
‘described in the preceding sentence, Tenant agrees and
accepts the Premises in an “as is” condition and
acknowledges that neither Landlord nor any officer, partner, agent,
or employee of the Landlord has made any other representation or
warranty regarding the Premises, its condition or Tenant’s
use and occupancy thereof, or undertaken any covenant, unless
expressly set forth in this Lease.
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(b)
Landlord shall, at its sole expense, comply with all laws,
ordinances, orders and regulations of federal, state, county, and
municipal authorities and with any direction of any public officer
or off, pursuant to law, and with any restrictions of record; which
shall impose any liability, order or duty upon Landlord or Tenant
with respect to Tenant’s use or occupancy of the Premises
including compliance wit : the Americans with Disabilities Act of
1990.
5.
INSURANCE
(a)
Tenant agrees: that, at its own cost and expense, it shall procure
and continue in force, the name of Landlord and Tenant, general
liability Insurance, on an occurrence basis, against any and all
claims for injuries to persons or damage to property occurring in,
about, or upon the Premises, in including the interior and exterior
common areas, if any, and including all damage from signs, fixtures
or other appurtenances, now or hereafter erected upon the Premises,
during the term of this Lease. Such insurance shall at all times be
in an amount not less than One Million Dollars ($1,000,000.00) on
account of bodily injury to or death of one (1) person and Two
Million Dollars ($2,000,000.00) on account of bodily injuries or
death of more than one person as a result of any accident or
disaster, and Five Hundred Thousand Dollars ($500,000.00) for
property damage in any one accident. Such insurance shall be
written by a company or companies authorized to engage in the
business of general liability insurance in the State of Ohio, and a
certificate of all such policies procured by Tenant in compliance
herewith shall be delivered to Landlord at least fifteen (15) days
prior to the time such insurance is required to be carried by
Tenant, and thereafter at least fifteen (15) days prior to the
expiration of any such policy. Such policy shall bear an
endorsement stating that the insurer agrees to notify Landlord not
less than ten (10) days in advance of modification or cancellation
thereof.
(b)
Tenant agrees that, at its own cost and expense, it shall procure
and continue in force, for the benefit of the Landlord, insurance
insuring the building, the fixtures and other property located
therein, on an all-risk basis, including, but not limited to, the
perils of fire, with fall extended coverage, vandalism and
malicious mischief, sprinkler leakage, collapse, and falling
objects, in an amount not less than One Hundred Percent (100%) of
full insurable replacement value thereof, without credit for
depreciation, and in all events sufficient in amount to prevent the
insured from being a co-insurer within the terms of the policy or
policies in question. Tenant shall also maintain, to the extent
applicable, insurance against loss or damage from the explosion of
boilers, heating apparatus or other pressure vessels installed in
the building, or any part thereof, and shall further maintain such
other insurance in such amounts and against such insurable risks as
may from time to time be reasonably required by Landlord. All
policies shall provide that loss thereunder shall be payable to
Landlord or, if Landlord should so request, to any mortgagee of
Landlord, provided that Landlord shall hold the proceeds of any
such policies and make the same available to Tenant under
conditions of disbursement satisfactory to said mortgagee and on
the basis of work completed. Such insurance shall be written by a
company or companies authorized to engage in the busies of fire and
extended coverage insurance in the State of Ohio, and a certificate
of all such .policies procured by Tenant in compliance herewith
shall be delivered to Landlord at least fifteen (15) days prior to
the time
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such insurance is required to be carried by
Tenant, and therefor at least fifteen (15) days prior to the
expiration of any such policy. Such policy shall bear an
endorsement stating that the insurer agrees to notify Landlord not
less than ten (10) days in advance of modification or cancellation
thereof.
(c)
If the Tenant at any time during the term hereof should fail to
secure or maintain the above insurance required in Article 5(a) and
5(b), the Landlord shall be permitted to obtain such insurance in
the Tenant’s name or as the agent of the Tenant. Any amount
paid by the Landlord for such insurance shall become immediately
due and payable as rent by Tenant to Landlord, together with
interest thereon at the prime rate charged by Bank One, Columbus,
NA of Columbus, Ohio as of the date of payment, from the date
of payment by Landlord until paid by Tenant. Any such payment by
Landlord shall not be deemed to be a waiver of any other rights
which the Landlord may have under the provision of this lease or as
provided by law.
(d)
Each of the parties hereby waives all causes of action and rights
of recovery against the other party, its agents, officers and
employees, for any loss or damage occurring to the Premises or the
improvements, fixtures, merchandise and personal property of every
kind located in and about the Premises resulting from any perils
fully and effectively covered by insurance, regardless of cause or
origin, including negligence of either party, its agents, officers
and employees, to the extent of any recovery under any policy or
policies of insurance, provided that the same will not be
invalidated in whole or in part by reason hereof.
6.
MAINTENANCE OBLIGATIONS
(a)
Landlord shall make repairs or replacements of those items
disclosed by the inspection report attached hereto as Exhibit C to
the extent such repairs or replacements are necessary. Landlord
otherwise shall be under no obligation to rebuild, replace,
maintain or make repairs of any nature, structural or otherwise, to
the Premises during the term of this Lease or any extension or
renewal thereof. Tenant shall, during the term of this Lease, and
any extension thereof, maintain the Premises, and, at its own
expanse, make all repairs and replacements, or ordinary or
extraordinary, structural or otherwise, required to keep the
Premises and all heating, air conditioning, plumbing and electrical
system and all fixtures and equipment, in good order and repair.
All repairs and replacements made by Tenant shall be equal in
quality to the original work. Notwithstanding anything herein to
the contrary, Landlord shall be responsible, at its sole cost and
expense, for compliance with all laws, ordinances, orders, codes
and regulations of federal, state, county, and municipal:
authorities and with any direction of any public officer or
officers, pursuant to law, and with any restrictions of record,
which require structural, changes to the Premises. Landlord hereby
represents that as of the date hereof ,the roof and all structural
components related thereto are not in need of any repairs or
replacement and are in good condition.
(b)
Tenant shall, at its sole cost and expense, maintain all parking
areas, driveways and access roadways situated the Premises in good
condition and repair and reasonably clear of snow and debris, and
shall at its expense adequately illuminate the parking areas and
driveways situated on the Premises during business hours.
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(c)
Tenant shall, at its sole east and expense, maintain and keep open,
free from obstruction and in good repair, all electric, water,
sewer and other utility lines and connections, conduits, pipes,
catch basins, manholes, poles, lighting fixtures and other related
facilities situated in, under or on the Premises.
(d)
In the event Tenant should neglect to maintain the Premises,
Landlord shall have the right (but not the obligation) to cause
repairs or corrections to be made. Any amounts paid by the Landlord
for such repairs or corrections shall become immediately due and
payable as rent by Tenant to Landlord, together with interest
thereon at the Default Rate.
Any such payments
by Landlord shall not be deemed to be a waiver of any other rights
which the Landlord may have under the provisions of this Lease or
as provided by law.
7.
REAL ESTATE TAXES AND ASSESSMENTS
(a)
Tenant shall pay as additional rent, during the term of this Lease
or any renewal or extension thereof, as promptly as the same become
due and payable, all personal property taxes and real estate taxes
and assessments, both general and special, and any other public
charges of any nature, ordinary or extraordinary, now or hereafter
levied, assessed, charged or imposed upon the Premises during the
term pf this Lease, or now or hereafter arising in respect of the
occupancy, use or won of the Premises, or any part thereof, by
Tenant. Landlord agrees to reimburse Tenant for any real estate
taxes and assessments, both general and special levied, assessed,
charged or imposed upon the Premises prior to the commencement of
the term of this Lease. Tenant shall furnish to the Landlord upon
demand receipts evidencing payment of all such taxes, assessments
and public charges. Upon termination of this Lease, all such taxes,
assessments and public charges for the then calendar year shall be
prorated between the parties using in the case of taxes the rate
and valuation in effect for the preceding year unless the rate and
valuation for the current year are known.
(b)
If Tenant fails to pay such tames, assessments, or charges,
Landlord may, at his option, pay such taxes, assessments, or
charges, together with all penalties and interest which may have
been added thereto because of Tenant’s delinquency or
default, and may likewise redeem the Premises, or any part thereof,
or the building or improvements situated thereon, from any tax sale
or sales. Any such amounts so paid by Landlord shall become
immediately due and payable as rent by Tenant to Landlord, together
with interest thereon at the prime rate charged by Bank One,
Columbus, NA of Columbus, Ohio, as of the due date, from the date
of payment by Landlord until paid by Tenant. Any such payment by
Landlord shall not be deemed to be a waiver of any rights which the
landlord may have under the provisions of this lease or as provided
by law.
8.
NET LEASE
It is the purpose
and intent of Landlord, and Tenant that the rent payable by Tenant
hereunder shall be absolutely net to Tenant so that his Lease shall
yield, net, to Landlord, the rent specified in Article 3 hereof,
and that all costs, expenses or obligations of every kind and
nature whatsoever relating to the Premier, except interest and
amortization required to be paid by Landlord on any mortgage, shall
be paid by Tenant. Tenant hereby agrees to and shall indemnify and
save Landlord harmless from and against any such costs, expenses
and obligation.
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9.
ALTERATIONS AND INSTALLATIONS
(a)
Tenant shall not make any alterations, installations, additions or
improvements in or to the Premises without Landlord’s prior
written consent in each and every instance, which consent will not
be reasonably withheld. Any of the foregoing work consented to by
Landlord shall be done by competent contractors, approved by
Landlord, in a good and workmanlike manner and at Tenant’s
sole expense, unless otherwise agreed to in writing by the parties.
Tenant shall, for all approved alterations, at its sole cost and
expense, obtain and provide Landlord with a copy of all
construction or alteration permits and with certificates of
occupancy upon completion and shall otherwise comply with all
applicable laws and regulations. If the: construction work is
expected to cost in excess of Ten Thousand Dollars ($10,000.00 ),
Landlord shall have the right to require Tenant to submit evidence
of the availability of funds for such work.
(b)
All alterations, upon, additions, or improvements in or to the
Premises, whether installed by Landlord or Tenant, shall become
Landlord’s property and shall remain upon and be surrendered
with said Premises without disturbance or injury upon the
termination this Lease by Lapse of time or otherwise, all without
payment or credit to Tenant, unless otherwise agreed to in writing
by Landlord and Tenant.
(c)
All articles of personal property and trade fixtures owned or
installed by Tenant at its expense on the Premises shall remain the
property of Tenant any may be removed by Tenant at any time,
provided that Tenant is not in default hereunder and that Tenant
shall promptly repair at its expense any and all damage to the
Premises caused by such removal. Landlord shall not be responsible
or liable to Tenant for any loss or damage that may be occasioned
by or through the acts or omissions of Landlord or of persons
occupying adjourning Premises, or for any loss or damage resulting
to the Tenant or its property from damage or destruction to the
Premises or from bursting, stoppage or leakage of water, gas, sewer
or steam pipes or any damage or loss of property within the
Premises from any causes whatsoever.
10.
DAMAGE OR DESTRUCTION
In the event
of loss or destruction at or wage or injury to the Premises, or any
part thereof, by fire, the elements or any other cause whatsoever,
Tenant shall have no right to terminate this Lease or to surrender
the Premises, whether or not the Premises are thereby rendered
untenantable or unfit for occupancy. Whether or not such loss,
destruction or damage shall be covered by insurance and whether or
not the insurance proceeds are adequate for the purpose, Tenant
shall promptly repair, restore or rebuild the damaged portions of
the Premises to a condition as nearly as reasonably possible to the
condition they were in immediately prior to such damage or
destruction, or with such changes and alterations as may be agreed
to by Landlord and Tenant. Landlord shall have the right to approve
all such construction n plans. Landlord agrees to disburse to
Tenant, or its contractor, insurance proceeds received by Landlord,
under conditions or disbursements satisfactory to Landlord and its
mortgagee which are reasonable and customary in the
community and on the basis of work completed. Such repairs,
restoration, replacements or rebuilding shall be prosecuted and
completed with reasonable diligence.
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11.
SUBORDINATION TO MORTGAGES
Provided Tenant
receives a Subordination and Non-Disturbance Agreement in a form
reasonably acceptable to Tenant, Tenant agrees that this Lease
shall be subject and subordinate to any mortgages that may
hereafter be placed upon the Premises and to any and all advances
to any be made thereunder and to the interest thereon, and any and
all renewals, replacements and extensions thereof, provided, that
any such mortgage or a separate agreement furnished by such
mortgagee to Tenant provides in substance, that if by foreclosure
or otherwise such mortgagee or any successor in interest shall come
into possession of the Premises or become the owner of the same or
take over the rights of Landlord in the same, it will not disturb
the possession, use or enjoyment, of the Premises by Tenant, its
successors or assigns, nor disaffirm this Lease or Tenant’s
rights or estate so long as, all of the obligations of Tenant are
fully performed in accordance with the terms of this Lease:
Tenant agrees that any mortgagee may elect to have this Lease a
prior lien to its mortgage and in the event of such election and
upon notification, by any mortgagee to Tenant to that effect, this
Lease shall be deemed prior in lien to the said mortgage whether
this Lease is dated prior to or subsequent to the date of said
mortgage. At the request of Landlord, Tenant shall execute and
deliver to Landlord whatever Instruments may be required for the
foregoing purposes.
12.
ASSIGNMENT AND SUBLETTING
(a)
Tenant shall not, without Landlord’s prior consent, which may
not be unreasonably withheld:
(1)
assign, hypothecate, mortgage, encumber, or convey this Lease;
(ii)
allow any transfer thereof or any lien upon Tenant’s interest
by operation of law;
(iii)
sublet the Premises or any part thereof; or
(iv)
permit the use or occupancy of the Premises or any part thereof by
anyone other than Tenant (items (i) through (iv), collectively, a
“Transfer”).
(b)
If Tenant desires the consent of the Landlord to an Assignment or
Subletting of all or a part of the Building Premises (that portion
of the Premises being assigned or sublet shall hereinafter referred
to as “Subject Premises”), Tenant shall submit to
Landlord:
(i)
the proposed sublease or assignment, which is not to commence prior
to the first day of the month immediately following the month in
which the thirtieth (30th) day following the submission to Landlord
occurs; and
(ii)
sufficient information to pent Landlord to determine the
acceptability of the financial responsibility and charter of
Sublessee or Assignee.
(iii)
the proposed sublease or assist shall be only for the remaining
term or renewal term existing at the time the sublease or
assignment is proposed; the Sublessee or Assignee shall have no,
right to exercise any renewal options.
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(c)
Landlord within thirty (30) days after receipt of such documents
may:
(i)
terminate this Lease for the Subject Premises on the date the
Sublessee or Assignment was to have been commenced; or
(ii)
so terminate this Lease for the, Subject Premises and lease the
Subject Premises, directly to Sublessee or Assignee; and
(iii)
if this Lease for the Subject Premises be so terminated, Tenant
shall remain liable, for the above fixed if this Lease for the
Subject’ Premises be so terminated, Tenant shall annual renal
to the termination die even though such may be billed
subsequently.
(1)
If Landlord either terminates this Lease for the Subject Premises
or terminates this Lease for the Subject Premises and leases the
Subject Premises directly to Sublessee or Assignee, Tenant’s
liability and this Lease shall remain in full force and effect for
the remainder of the Premises and the term if the Sublease is for
less than the entire Premises or remaining term:
(d)
If Landlord does not either terminate this Lease for the Subject
Premises or terminate this Lease for the Subject Premises and lease
the Subject Premises directly to Sublessee or Assignee pursuant to
paragraph (c) above, Landlord ill not reasonably withhold its
consent except that such consent need not be granted if:
(i)
in the reasonable judgment of Landlord the purposes for which the
Sublessee or Assignee intends to use the Subject Premises are not
in keeping with the use provisions contained within this Lease;
(ii)
the Subject Premises is not regular in shape with appropriate means
of ingress and egress and suitable for normal renting purposes;
(iii)
Space exists in the Building which may be leased directly from
Landlord without considering an Assignment or Sublease;
(iv)
Tenant is in default under this Lease;
(v)
in the reasonable judgment of the Landlord, the intended use of the
Subject Premises will increase the cost of insurance for the
Building; and
(vi)
consent will, cause Landlord to violate any covenant extended to
any other Tenant, Sublessee, or Assignee.
(e)
If Landlord grants consent:
(i)
the terms and conditions of this Lease, including among other
things, Tenant’s liability for the Subject Premises shall in
no way be deemed or modified, abrogated or amended;
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(ii)
the consent shall nut be deemed a consent to any further subletting
or assignment by either Tenant, Sublessee or Assignee;
(iii)
If Tenant shall fail to pay the rent as defined in Article 15, if
all or any part of the leased Premises are then assigned or sublet,
Landlord, in addition to any other remedies provided by this Lease
or provided by law, may at its option, collect directly from the
Assignee or Sublessee all rents becoming due to Tenant by reason of
the Assignment Sublease, and Landlord shall have a security
interest in all properties on the leased Premises to secure payment
of such sums. Any collection directly by Landlord from the Assignee
or Sublessee shall not be construed to constitute a novation or
release of Tenant from the further performance of its obligations
under this Lease.
(f)
No Assignment under this paragraph shall be valid or effective
until there is delivered to Landlord a duplicate original of the
written instrument of assignment in recordable form containing the
name and address of the Assignee and the assumption by the Assignee
of this Lease and of all obligations under this Lease to be
performed by Tenant after the effective date of the assignment. No
sublease consented to by Landlord shall be valid or effective until
a duplicate original thereof shall be delivered to Landlord.
(g)
Notwithstanding anything in this Lease to the contrary, a sale of
the stock or ownership interests of Tenant shall not be deemed to
be a Transfer for purposes this Lease. Moreover Tenant shall have
the right (a “Permitted Transfer”) to assign this Lease
in connection with any of the following: (1) sale of less than
fifty percent (50%) of: the stock or ownership interests of Tenant,
(2) sale or transfer of fifty percent (50%) or more of the stock or
ownership interests of Tenant, provided the transferee is in a
comparable or superior financial condition than Tenant at the time
of the transfer (3) merger or consolidation of Tenant, or (4) an
assignment or sublet to an entity which is controlled by,
controlling or under common control with Tenant, in each :case
wither Landlord’s consent Landlord shall have no right to
increase the Rent under this Lease, to recapture any or all of the
Premises or terminate the Lease or to seek the payment of any costs
of the Landlord in connection with such permitted transfer. Any
sublet or assignment hereunder shall not release or discharge
Tenant of or from any liability, whether past, present, or future,
under this Lease, and Tenant all continue fully liable thereunder;
provided, however, in the case of an assignment effected pursuant
to the preceding provision, Tenant shall be released and discharged
of its obligations and liabilities hereunder so long as any such
assignee has net worth equal to or in excess of the net worth of
Tenant and executes an instrument in writing fully assuming all of
the obligations : and liabilities imposed upon Tenant under this
Lease and delivers the same to Landlord where upon Tenant shall be
released of all such future accruing liability. Tenant shall
deliver to Landlord promptly after the effective date, of any such
Transfer, an executed copy of each such sublease or assignment
13.
ACCESS TO THE PREMISES
(a)
Landlord or Landlord’s agents shall have the right to enter
the Premises at all reasonable times with reasonable notice to
examine the same and to make such repairs as Tenant is obligated to
make hereunder, but has failed to make after written notice from
Landlord. Landlord shall be allowed to take all materials and
equipment into the Premises that may be required to carry out only
of the foregoing Landlord agrees, however, to use its best efforts
to prevent any unnecessary inconvenience to Tenant in exercising
any of the foregoing rights.
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(b)
After prior notice to Tenant, Landlord may exhibit the Premises to
prospective purchasers, lenders and tenants at reasonable times.
During the last one hundred eighty (180) days of this Lease, or any
renewal term, Landlord may enter the Premises for the purpose of
altering, renovating, decorating, repairing or otherwise preparing
the Premises for reletting.
(c)
Landlord reserves unto itself, however, the use of the roof,
exterior walls and the area above and beneath the Premises,
together with the right to install, maintain , use, repair
and replace pipes, ducts, conduits, wires, and structural elements
leading through the Premises in location which shall not
materially inter a with Tenant’s use thereof and serving
other parts of the Building Premises at Landlord’s
expense.
(d)
Landlord may exercise all or any of the foregoing rights without
being deemed guilty of an eviction or disturbance of Tenant’s
use and possession, without being liable in any manner to Tenant,
and without elimination or abatement of rent, or payment of other
compensation.
(e)
Notwithstanding anything herein to the contrary, Landlord’s
rights under this paragraph are limited to Tenant related purposes
or purposes which will directly benefit Tenant.
14.
MECHANICS LIENS
If a
mechanics lien is filed against the Premises for, or purporting to
be for, labor or material alleged to have been furnished; or to be
furnished to, or for Tenant or any Sublessee of Tenant at the
Premises, Tenant shall cause such lien to be discharged within
fifteen (15) days after written notice from Landlord, by bonding
proceedings or otherwise. If Tenant shall fail to take such actions
as shell cause such lien to be discharged within said fifteen (15)
day period, Landlord may, at its optima pay the amount of such lien
or may discharge the same by
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