Exhibit 10.25
LEASE AGREEMENT
THIS LEASE AGREEMENT (this
“Lease”) is made and entered into this ___day of
, 2008 (which represents the date this Lease was executed by the
last of the Lessor and the Lessee, the “ Effective
Date ”), by and between the Lessor and the Lessee
hereinafter named.
1. Definitions and Basic
Provisions. The following definitions and basic provisions
shall be construed in conjunction with and limited by the
references thereto in other provisions of this Lease:
(A) “Lessor”: Carew
Realty, Inc., a Delaware corporation
(B) “Lessee”: Kendle
International Inc., an Ohio corporation
(C) “Demised
Premises”: approximately 128,998 Useable Square Feet
(“USF”) in the Building commonly known as the Carew
Tower (the “Building”), located at 441 Vine Street,
Cincinnati, Ohio 45202; consisting of 17,636 USF on the Fourth (4
th )
Floor, 20,814 USF on the Fifth (5 th ) Floor, 13,708
USF on the Sixth (6 th ) Floor, 11,801
USF on the Seventh (7 th ) Floor, 12,754
USF on the Eighth (8 th ) Floor, 13,235
USF on the Ninth (9 th ) Floor, 13,254
USF on the Eleventh (11 th ) Floor, 13,254
USF on the Twelfth (12 th ) Floor and
12,542 USF on the Fifteenth (15 th ) Floor; such
Demised Premises being shown and outlined on the floor plans
attached hereto as Exhibits A-1 through A-9. The USF calculations
listed above are based upon a complete re-evaluation and analysis
provided by Lessor’s architect, PDT Architecture, of the
floors proposed above, the method of measurement associated with
such analysis and calculations is in accordance with BOMA
(ANSI-Z.65 1966) standards. The number of USF in the Demised
Premises shall be determined by Lessor’s architect and set
forth in the Declaration to be executed by Lessor and Lessee in the
form attached hereto as Exhibit C specifying the number of
square feet of Useable Area (as such term is defined in the BOMA
Standards) included in the Demised Premises. No load factor will be
added to the actual USF calculations or charged to Lessee. Within
the first month of the Lease Term, Lessee shall have the right, but
not the obligation, to have an architect of its choosing remeasure
the Demised Premises to verify the exact USF of the Premises. In
the event Lessee’s architect’s measurements in the
aggregate vary by more than one percent (1%) from Lessor’s
architect, Lessee shall notify Lessor of Lessee’s
architect’s measurements. Upon receipt of such notice,
Lessor, at its option, may (i) accept Lessee’s
architect’s measurements as the USF of the Demised Premises
and Lessor and Lessee shall execute an amendment to this Lease and
Exhibit C to reflect such change, or (ii) request that Lessee
and Lessor pick a third architect, agreeable by both, to measure
the Demised Premises. The measurement of the third architect shall
be averaged with either the Lessor or Lessee’s
architect’s measurements, whichever is closer thereto, which
averaged amount shall be deemed the USF of the Demised Premises and
Lessor and Lessee shall execute an amendment to this Lease and
Exhibit C to reflect such change. Lessor and Lessee shall each
pay one-half of the fees and expenses of the third architect and
each party shall pay the fees and expenses of their own architect.
If, pursuant to the foregoing, the USF of the Demised
Premises
as set forth in this Section 1(C) is revised, Lessee shall pay
any excess Annual Basic Rent (as defined below) owed to Lessor
within the next payment thereof, or Lessee shall take a credit for
any overpayment against the next payment thereof.
(D) “Lease Term”:
the period commencing on the Effective Date (the first day of the
Existing Lease Term being referred to herein as the
“Commencement Date”) and ending on May 31, 2019
(the “Expiration Date”). The term “Lease
Term” shall include any renewal terms exercised by Lessee
pursuant to Section 38 below.
(E) “Annual Basic
Rental”: the Annual Basic Rental for the Demised Premises
shall commence on the Commencement Date at rate of Fourteen Dollars
and 75/100 ($14.75) per USF.
The Annual Basic Rental shall
increase on June 1, 2010 and each Lease Year thereafter to a
per USF amount equal to the sum of (i) Eight Dollars and
27/100 ($8.27), plus (ii) an amount determined by multiplying
Six Dollars and 48/100 ($6.48) by a fraction, the numerator of
which shall be the most recently published monthly Index (as
hereinafter defined) preceding the first day of the Lease Year for
which the adjustment is then being made and the denominator of
which fraction shall be the monthly Index for the month preceding
the Commencement Date of the Lease.
The “Index” used herein
shall be the Consumer Price Index for All Urban Consumers, U.S.
City Average-All Items (1982-84 = 100), as published from time to
time by the Bureau of Labor Statistics of the United States
Department of Labor. If this Index shall be discontinued with no
successor or comparable successor Index, the parties hereto shall
attempt to agree upon a substitute formula, but if said parties are
unable to agree upon a substitute formula, then the matter shall be
determined by arbitration in accordance with the rules of the
American Arbitration Association then prevailing.
(F) “Security
Deposit”: Intentionally omitted.
(G) “Permitted Use”:
Lessee may use the Demised Premises for general administrative and
executive office purposes and all other lawful uses; provided,
however, that no such use shall cause the standard of the Building
to be decreased below its current condition as a first-class office
building. Such uses shall at all times be in conformance with the
Rules and Regulations attached hereto as Exhibit E, as the
same may be amended, modified or altered, from time to time in a
reasonable and non-discriminatory manner.
(H) “Lease Year”:
The period from June 1, 2009 to May 31, 2010, and each of
the one year periods thereafter during the Lease Term are
hereinafter referred to individually as a “Lease Year”
and collectively as “Lease Years”.
2. Granting Clause . In
consideration of the obligation of the Lessee to pay rent as herein
provided and in consideration of the other terms, covenants and
conditions hereof, Lessor hereby demises and leases to Lessee, and
Lessee hereby takes from Lessor, the Demised Premises to have and
to hold the same for the Lease Term specified in Section 1(D)
hereof, all upon the terms and conditions set forth in this
Lease.
3. Services by Lessor.
So long as Lessee is not in default hereunder, Lessor agrees to
furnish Lessee while occupying the Demised Premises the following
services:
(A) Hot and cold water at those
points of supply provided for the general use of Lessee and the
other occupants of the Building.
(B) Heat or air conditioning
from the Building systems as appropriate for the season, or
connections to the Building’s heating and air conditioning
systems, on a 24 hours basis on Monday through (and including)
Saturday of each week, public holidays excepted; provided that
Lessor shall provide heat or air conditioning on Sundays and public
holidays as requested by Lessee (with such request to be given to
owner in writing at least 24 hours prior to the commencement of the
requested additional heating and air conditioning service), in
which case Lessee shall pay (promptly upon receipt of an invoice
therefore) and be responsible for the actual costs of the
additional heating or air conditioning incurred by Lessor.
(C) Passenger elevator service
in common with other tenants for ingress to and egress from the
Demised Premises, with at least one such elevator to be operational
at all times without interruption or unreasonable delay.
(D) Janitorial cleaning services
as set forth in Exhibit F attached hereto.
(E) Electric lighting for public
and common areas of the Building in the manner and to the extent
similar to that provided in other first class high-rise office
buildings in the Cincinnati, Ohio central business district.
(F) Maintenance of the Common
Areas, including removal of rubbish, ice and snow.
(G) Life safety and security
systems that are currently installed within the Building operated
in the manner and to the extent similar to that provided by Lessor
to date in the Building.
Lessor
may enter the Demised Premises upon twenty-four (24) hours
advance notice to Lessee (except in an emergency in which case no
notice is necessary) to examine the same or to make alterations and
repairs therein or for any purpose which it may deem reasonably
necessary for the operation, maintenance, repair and alteration of
the Building and the Building equipment. Lessor shall use
commercially reasonable efforts to minimize any interruption to or
interference with Lessee’s use and enjoyment of the Demised
Premises caused by Lessor’s entrance in the Demised
Premises.
Lessor
reserves the right of stopping all or any portion of such services
at such times as may be necessary by reason of the following which
have an impact on the Building or such services to be provided:
accidents, repairs, alterations or improvements desirable or
necessary to be made until the same shall have been completed, or
whenever Lessor, after
exercising ordinary diligence, is unable to furnish all or any
portion of such services by reason of electric power failures
(except for any power failures due to Lessor’s failure to pay
applicable utility charges), labor difficulties, orders of any
governmental authority, riots, floods, or any other cause beyond
Lessor’s control. Failure to any extent to furnish, or any
stoppage of, these defined services, resulting from any cause,
shall not render Lessor liable in any respect for damages to either
person or property, nor be construed as an eviction of Lessee or
work an abatement of rent, nor relieve Lessee from fulfillment of
any covenant or agreement hereof. Should any equipment or machinery
used to furnish the above-referenced services break down, or for
any cause cease to function properly, Lessor shall use reasonable
diligence to repair same promptly, but Lessee shall have no claim
for rebate or abatement of rent or damages on account of any
interruptions in service occasioned thereby or resulting
therefrom.
If
Lessee requests that repairs, improvements, decorating, or other
work in the Leased Premises be done after regular business hours,
Lessor may charge Lessee any additional costs (including overtime)
resulting therefrom.
4. Payments.
(A) Lessee shall pay to Lessor,
at the address set forth in Section 30 below or to such other
payee or at such other address as designated by Lessor, as Annual
Basic Rental for the Demised Premises the sum specified in
Section 1(E) hereof, payable in equal consecutive monthly
installments, in advance, on or before the first day of each and
every calendar month during the Lease Term; provided, however, that
if the Commencement Date shall be a day other than the first day of
a calendar month, the Annual Basic Rental installment for the first
and last fractional months of the Lease Term shall be prorated on
the basis of the number of days during the month this Lease was in
effect in relation to the total number of days in such month.
Except as expressly provided herein, the obligation of the Lessee
to pay Annual Basic Rental is an independent covenant, and no act
or circumstance whether constituting breach of covenant by Lessor
or not, shall release Lessee of the obligation to pay rent. All
monthly utility charges (including meter reading fees and all
charges for natural gas) for the Demised Premises are included in
the Annual Basic Rental specified in Section 1(E) hereof. The
parties acknowledge and agree that all operating expenses for the
Building are included in the Annual Basic Rental and there shall
not be any additional rent for any operating expenses for the
Building.
(B) Lessee shall, and hereby
agrees to, supply, replace and pay for its own supplies and labor
for all replacements of light bulbs, fluorescent and otherwise,
ballasts and any above building standard light fixtures in the
Demised Premises; provided, however, Lessee shall not be
responsible for any repair or replacement of any building standard
light fixtures unless the need for such repair or replacement is
caused by Lessee, its employees, invitees, or contractors.
(C) In the event payment of any
and all amounts required to be paid pursuant to this Lease are not
timely made within five (5) days of their due date, a service
fee of five (5%) of the unpaid amount(s) will be due as additional
rent, at the election of Lessor.
5. Repairs and Re-Entry.
Except as otherwise provided herein as Lessor’s obligation,
Lessee will, at Lessee’s own cost and expense, keep the
Demised Premises and all other improvements to the extent covered
by this Lease in sound condition and good repair, including but not
limited to any separate heating and air conditioning units or
systems serving Lessee’s data centers within the Demised
Premises, and shall repair or replace any damage or injury done to
the Building or any part thereof by Lessee or Lessee’s
agents, contractors, employees and invitees, and if Lessee fails to
make such repair or replacements within thirty (30) days after
the need therefor arises or in the event of any damage or injury
that affects other tenants in the Building or the Building’s
systems Lessee fails to immediately make such repair or
replacements, Lessor may at its option make such repair or
replacement, and Lessee shall pay the reasonable cost thereof to
Lessor within fifteen (15) days of Lessor’s written
demand to Lessee therefor. Lessor shall repair or replace any HVAC
units or systems serving the Building or the Demised Premises,
except any separate heating and air conditioning units or systems
serving Lessee’s data centers within the Demised Premises,
which shall be Lessee’s responsibility; provided Lessee shall
collect all equipment manuals relating to the HVAC systems
installed by or on behalf of Lessee and deliver them to Lessor and
assign all written warranties relating to such HVAC systems to
Lessor. Lessee will not commit or allow to be committed any waste
or damage to or on any portion of the Demised Premises, and shall
at termination of this Lease by lapse of time or otherwise, deliver
up said Demised Premises and all other improvements to which Lessor
is entitled by this Lease to Lessor in as good condition as at the
date of possession, ordinary wear and tear not impairing
functionality excepted, failing which Lessor may restore the
Demised Premises to such condition and Lessee shall pay the
reasonable costs of same to Lessor within fifteen (15) days of
Lessor’s written demand to Lessee therefor. Lessor, its
agents, contractors, employees and representatives, shall have the
right, upon twenty-four (24) hours prior notice to Lessee
(except in the event of an emergency, in which case no notice is
required), to enter into and upon all parts of the Demised Premises
to inspect same or clean or to make such repairs, alternations or
additions as Lessor may from time to time deem necessary, and
Lessee shall not be entitled to any abatement or reduction of rent
as a result of such entry. In addition, Lessee shall permit Lessor
or Lessor’s agents and any other person authorized by the
same to enter the Demised Premises upon twenty-four (24) hour
prior notice during the last six (6) months of the Lease Term
for the purpose of exhibiting the Demised Premises to prospective
lessees so long as such entry does not unreasonably interfere with
Lessee’s business operations in the Demised Premises.
6. Assignment or
Sub-Letting. Lessee shall not mortgage, sell, assign or
transfer this Lease, or any interest herein, or allow the same to
be done by operation of law or otherwise, or sublet the Demised
Premises or any part thereof, except to a parent, affiliate or
wholly-owned subsidiary, or use or permit the Demised Premises to
be used for any purpose other than a Permitted Use set forth in
Section 1(G) hereof without the prior written consent of
Lessor, which consent shall not be unreasonably withheld,
conditioned, or delayed. In the event Lessee desires to assign this
Lease or sub-let the Demised Premises, Lessee shall provide Lessor
with not less than thirty (30) days written notice of
Lessee’s request, specifying in detail any and all terms of
such assignment or sub-lease and providing all information
regarding same as may be reasonably requested by Lessor. In the
event Lessor
gives
such consent, Lessee shall remain primarily liable for the payment
of all rents and other payments and for the performance of all of
the other terms and covenants contained in this Lease on its part
to be performed. In addition, in the event Lessor consents to an
assignment or sub-lease of the Demised Premises, which assignment
or sub-lease results in monthly payments to Lessee in excess of the
monthly payments due and owing from Lessee under the terms of this
Lease with respect to the same portion of the Demised Premises,
such excess monthly payments shall be shared equally between Lessee
and Lessor.
7. Alterations, Additions,
Improvements. Except as provided in Subsection 19(B) below,
Lessee will not make or allow to be made any alteration or
additions in or to the Demised Premises or the Building without the
prior written consent of Lessor, which consent shall not be
unreasonably withheld, conditioned, or delayed; except that Lessee
may make non-structural alterations which have no impact or affect
on the Building’s mechanical, electrical and plumbing
systems, security systems, or life safety systems without the
consent of Lessor. Such alterations, physical additions, or
improvements when made to the Demised Premises or Building by
Lessee shall be constructed in accordance with the Contractor Rules
& Regulations attached hereto as Exhibit D-1. All alterations,
physical additions or improvements shall be surrendered to Lessor
and become the property of Lessor upon termination in any manner of
this Lease, but this clause shall not apply to moveable
non-attached fixtures, equipment or furniture of Lessee. If any
mechanic’s lien is filed against the Demised Premises or the
Building as a result of any act or omission by Lessee, its agents,
employees or invitees, Lessee shall cause same to be discharged of
record within thirty (30) days after the lien is filed by
payment, deposit, bond, order of a court of competent jurisdiction
or otherwise. Lessor shall not charge Lessee for the review of
plans or any inspections that Lessor deems necessary with regard to
any future alterations. Prior to the commencement of any
construction by or on behalf of Lessee, Lessee must provide
detailed construction “permit” drawings for
Lessor’s review and written approval, as well as the
appropriate insurance and permit documentation required by Lessor
or by any governmental authority for all of such alterations. The
approval of any designs, plans or specifications required pursuant
to this Section 7 or Section 19(B) below by Lessor shall
not (a) be deemed to create any liability on the part of
Lessor, or any rights on behalf of any third party, with respect to
such designs, plans or specifications or be deemed an
acknowledgement or representation that such designs, plans and
specifications are in compliance with applicable legal requirements
or good engineering, architectural or construction practices or be
deemed a waiver of any obligation to provide improvements which
meet specified standards of design, construction and finish, or
(b) unless expressly and specifically authorized by Lessor,
relieve Lessee of its obligation to cause such improvements to be
completed in accordance with the approved designs, plans or
specifications and the requirements of this Lease.
8. Legal Use and Violations
of Insurance Coverage. Lessee will maintain the Demised
Premises in a clean and orderly, sanitary and good and safe
condition and comply with all laws, ordinances, orders, rules, and
regulations of all state, federal, municipal and other agencies or
bodies having jurisdiction with respect to the use, condition, or
occupancy of the Demised Premises. Lessee will not occupy or use,
nor permit the Demised Premises to be occupied or used for any
business or purpose which is unlawful in part or in whole, nor
permit anything to be done which will in any way increase the rate
of insurance on the
Building
or its contents, and in the event that there shall be any increase
in the rate of insurance on the Building or its contents created by
Lessee’s acts or conduct of business then Lessee hereby
agrees to pay such increase to Lessor within fifteen (15) days
of Lessor’s written demand to Lessee therfor. Lessee will at
all times conduct its business, and control its agents, employees,
and invitees in such a manner as not to create any nuisance,
interference with or interruption to the quiet enjoyment privileges
of other tenants of the Building or Lessor in the management of the
Building.
9. Indemnity, Liability and
Loss or Damage. Except as otherwise specifically set forth in
Section 27 or otherwise herein, Lessor and Lessee shall not be
liable or responsible for any loss or damage to any property or
person occasioned by theft, fire, act of God, public enemy,
injunction, riot, strike, insurrection, war, court order,
requisition or order of governmental body or authority, or any
other matter beyond the control of either party or for any damage
or inconvenience which may arise through repair or alteration of
any part of the Building, or failure to make such repairs, or from
bursting or leaking of water or steam pipes, or from any other
cause whatsoever beyond either Lessor’s or Lessee’s
reasonable control.
(A) Lessee’s
Indemnity. Lessee indemnifies, defends, and holds Lessor
harmless from claims for personal injury, death, or property damage
occurring in or about the Demised Premises, the Building in which
the Demised Premises are located or the Common Area that are caused
by the negligence or willful misconduct of Lessee, its agents,
employees, or invitees. When such a claim is caused by the joint
negligence or willful misconduct of Lessee and Lessor or Lessee and
a third party unrelated to Lessee, except Lessee’s agents,
employees, or invitees, Lessee’s duty to defend, indemnify
and hold Lessor harmless will be in proportion to Lessee’s
allocable share of the joint negligence or willful
misconduct.
(B) Lessor’s
Indemnity. Lessor indemnifies, defends, and holds Lessee
harmless from claims for personal injury, death or property damage
occurring in or about the Demised Premises, the Building in which
the Demised Premises are located or the Common Area that are caused
by the negligence or willful misconduct of Lessor, its agents,
employees, or invitees. When such a claim is caused by the joint
negligence or willful misconduct of Lessor and Lessee or Lessor and
a third party unrelated to Lessor, except Lessor’s agents,
employees, or invitees (including, without limitation, contractors,
subcontractors, or other parties employed in connection with the
construction of or on the Demised Premises and/or building),
Lessor’s duty to defend, indemnify and hold Lessee harmless
will be in proportion to Lessor’s allocable share of the
joint negligence or willful misconduct.
Notwithstanding
any obligations imposed upon Lessor, Lessee shall bear the sole
risk of any loss of, or damage to, any personal property (including
but not limited to, any furniture, machinery, equipment, goods or
supplies) of Lessee or which Lessee may have on or in the Demised
Premises, or any trade fixtures installed by or paid for by Lessee
on or in the Demised Premises, or any additional improvements which
Lessee may construct on or in the Demised Premises, or
Lessee’s trade or business, unless such loss or damage
results from the negligence or willful misconduct or omission of
Lessor.
10. Rules of Building .
Lessor has heretofore delivered to Lessee, and Lessee hereby
acknowledges the receipt of, a set of rules applicable to the
Building. Lessee and Lessee’s agents, employees, and
invitees, will comply fully with all rules of the Building, which
rules are made a part hereof as though fully set out herein. Lessor
shall at all times have the right to change such rules, make new
rules, or amend such rules in such reasonable manner as Lessor may
deem reasonably advisable, all of which new rules, changes and
amendments will be posted or forwarded to Lessee in writing and
shall be prospectively applied and carried out and observed by
Lessee. Lessor and Lessee acknowledged that different tenants in
the Building may negotiate changes in the Rules and Regulations
applicable specifically to them. To the extent that the same Rules
and Regulations apply to Lessee and other tenants in the Building,
Lessor shall apply and enforce the same uniformly and in a
non-discriminatory manner.
11. Holding Over . If
Lessee retains possession of the Demised Premises or any part
thereof after the expiration or termination of this Lease by lapse
of time or otherwise, Lessee shall pay to Lessor (i) for the
initial three (3) months, or portion thereof, during such
holdover period, an amount equal to one hundred and ten percent
(110%) of the rate of Annual Basic Rental by Lessee to Lessor with
respect to the Demised Premises for the month immediately preceding
the month of expiration or termination, and (ii) for any
month, or portion thereof, after the initial three (3) months
during such holdover period, an amount equal to one hundred and
twenty-five percent (125%) of the rate of Annual Basic Rental by
Lessee to Lessor with respect to the Demised Premises for the month
immediately preceding the month of expiration or termination. Such
holding over or retention of the Demised Premises by Lessee shall
operate and be construed only as a month-to-month tenancy, shall
not in any way be construed as an extension or renewal of the term
of this Lease, and shall be terminated only by giving thirty
(30) calendar day’s prior written notice to terminate.
Provided, however, that if Lessor gives Lessee written notice to
vacate the Demised Premises not less than sixty (60) days
prior to the end of the original term hereof (as the same may have
been extended pursuant to the exercise of any option contained
herein), any holding over shall constitute a forcible entry and
detainer as defined by the law of the State of Ohio.
12. Condemnation and
Casualty .
(A) In the event the Building or
any portion thereof necessary, in the reasonable opinion of Lessor,
to the continued efficiency and/or economically feasible use of the
Building shall be taken or condemned in whole or in part for any
public or quasi-public purposes, then the term of this Lease shall,
at the option of the Lessor, forthwith cease and terminate. In the
event the Demised Premises, or such portion thereof as would
prevent Lessee from occupying and using the Demised Premises for
the purposes herein provided, shall be taken or condemned for any
public or quasi-public purpose, then, at Lessor’s option,
either (i) the Term of this Lease shall forthwith cease and
terminate, or (ii) Lessor shall, to the extent reasonably
practicable, provide Lessee with such additional space and make
such repairs to the Demised Premises as may be necessary to enable
Lessee to use such additional and repaired space for the purposes
herein provided. All compensation awarded for any such taking,
condemnation, or sale proceeds in lieu thereof, shall be the
property of Lessor
without
any deduction therefrom for any present or future estate of Lessee,
and Lessee shall have no claim thereto, the same being hereby
expressly waived by Lessee, except for any portions of such award
or proceeds which are specifically allocated by the condemning or
purchasing party for the taking of or damage to trade fixtures of
Lessee, which Lessee specifically reserves to itself.
(B) If the Demised Premises or
the Building in which the Demised Premises are located shall be
damaged by any cause or means whatsoever not caused or contributed
to by the negligence or willful misconduct of Lessee, its
employees, servants, agents or visitors, and if said damage can be
repaired within a period of four (4) months by using standard
working methods and procedures, Lessor shall, within a reasonable
time of occurrence of said damage, enter and make repairs, and this
Lease shall not be affected but shall continue in full force and
effect. However, if within thirty (30) days from the date of
the occurrence of said damage, Lessor reasonably determines that
said damage cannot be repaired within a period of four
(4) months by using standard working methods and procedures,
or that there is not sufficient insurance to fully restore the
Demised Premises to substantially their condition prior to the
occurrence of said damage, then this Lease shall cease and
terminate as of the date of such occurrence, and Lessee shall pay
rent hereunder to the date of the occurrence of said damage and
shall within thirty (30) days of such determination by Lessor
surrender the Demised Premises to Lessor; provided, however, that
if within a period of thirty (30) days from the date of such
occurrence Lessor elects to keep this Lease in force and to restore
the Demised Premises to substantially the condition as existed
prior to the date of occurrence, Lessor shall provide Lessee with
written notice of such election within said thirty (30) day
period. If Lessor so elects to continue the lease and restore the
Demised Premises, Lessor shall, within a reasonable time after the
date of the notice of said election, enter the Demised Premises and
make repairs, and this Lease shall not be affected, except that
rents hereunder shall be reduced or abated while such repairs are
being made for the period of time and in the proportion that the
Demised Premises are untenantable. If, however, such damage is
contributed to or results from the negligence or willful misconduct
of Lessee, or Lessee’s employees, servants, agents, or
visitors, and if Lessor does not have insurance covering such
damage, the damage not covered by Lessor’s insurance shall
promptly be repaired by and at the expense of Lessee under the
control, direction and supervision of Lessor, and the rent shall
continue without abatement or reduction. The completion of the
repair of all such damage is subject to reasonable delays resulting
from causes beyond the reasonable control of the party obligated to
make such repairs. Lessor shall not be obligated to repair any
damage to the Demised Premises or the Building that is not covered
by insurance.
13. Entire Agreement .
It is expressly agreed by Lessee, as a material consideration of
this Lease, that there are, and were, no verbal representations,
understanding, stipulations, agreements or promises pertaining
hereto not incorporated in writing herein, and it is likewise
agreed that this Lease shall not be altered, waived, amended or
extended other than as provided herein or in a writing signed by
the parties to this Lease or their authorized agents.
14. Transfer of
Lessor’s Rights . Lessor shall have the right to transfer
and assign, in whole or in part, all of its rights and obligations
hereunder and in the Building. Upon any
such
transfer or assignment, the term “Lessor” shall be
deemed to refer only to the transferee or assignee of
Lessor’s interest hereunder, and Lessor shall thereafter be
released from all liability
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