Back to top

RIDER ATTACHED TO AND FORMING PART OF LEASE

Lease Agreement

RIDER ATTACHED TO AND FORMING 
PART OF LEASE | Document Parties: TETRAGENEX PHARMACEUTICALS, INC. | GOODRICH EXECUTIVE LLC You are currently viewing:
This Lease Agreement involves

TETRAGENEX PHARMACEUTICALS, INC. | GOODRICH EXECUTIVE LLC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: RIDER ATTACHED TO AND FORMING PART OF LEASE
Governing Law: New Jersey     Date: 11/14/2008

RIDER ATTACHED TO AND FORMING 
PART OF LEASE, Parties: tetragenex pharmaceuticals  inc. , goodrich executive llc
50 of the Top 250 law firms use our Products every day

RIDER ATTACHED TO AND FORMING
PART OF LEASE DATED                                      , 2008
BY AND BETWEEN GOODRICH EXECUTIVE L.L.C., AS LANDLORD
AND TETRAGENEX PHARMACEUTICALS, INC., AS TENANT

      37. This rider is hereby made part of the lease above described to which it is attached and in each instance in which the provisions, or any part thereof, of this rider shall contradict or be inconsistent with the provisions, or any part thereof, of said lease as constituted without this rider, the provisions of this rider shall prevail and govern and the contradicted or inconsistent provisions of said lease shall be deemed amended accordingly.

      38. LIENS

      Tenant agrees to indemnify and save Landlord harmless from and against any and all bills for labor performed or equipment, fixtures and materials furnished to or for Tenant, and from and against any and all liens, bills or claims therefore or against the demised premises or the building of which it forms a part, and from and against all losses, damages, costs, expenses, suits and claims whatsoever in connection with the work performed by or for Tenant. The demised premises and the building shall at all times be free of liens for labor and materials supplied or claimed to have been supplied to or on behalf of Tenant, and no financing statements or other security instruments shall be filed against the demised premises or the building or the contents thereof.

      Tenant shall not directly or indirectly create or permit to be created or to remain, and shall discharge, any mortgage, lien, security interest, encumbrance or charge on, pledge of or conditional sale or other retention agreement with respect to the demised premises or any part thereof, any equipment, fixtures or materials therein, Tenant’s interest under this lease, or any fixed rent or other rent payable under this lease. Supplementing the provisions of Article “3” hereof, the parties agree that if any action, suit or proceeding be brought upon any lien of the nature described in Article “3” hereof, for the enforcement of foreclosure of the same, Tenant covenants and agrees, at its own cost and expense, to defend the Landlord herein and to pay any and all costs and damages, including Landlord’s attorneys’ fees, and satisfy and discharge any judgment entered therein.

      Further supplementing the provisions of Article “3” hereof, Tenant agrees to deliver to Landlord, not later than five (5) business days prior to the date contemplated for the commencement of any alteration, certificates of general liability, property damage and public liability insurance in form and content satisfactory to Landlord together with Worker’s Compensation Insurance certificate, all with evidence of payment of premium thereon and providing for at least (10) days’ prior written notice of cancellation of same to Landlord.

      39. LATE CHARGE

      Whenever in this lease any sum, amount, item or charge, other than reserved rent, shall become due and payable by Tenant to Landlord, the same shall be deemed to be additional rent and the Landlord shall have the same rights and remedies for the nonpayment thereof as the Landlord would have for the nonpayment of the reserved or minimum rent herein stipulated and provided for to be paid by the Tenant. In the event that any payment to be made by Tenant shall become overdue for a period in excess of ten (10) days, a “late charge” of One Hundred Dollars ($100.00) may be charged by Landlord and shall be payable by Tenant on the 1st day of the month following Landlord’s demand therefor. The phrase “rent” as used in this lease shall mean the fixed or minimum rent reserved hereunder together with all other charges due from Tenant hereunder, which collectively constitute additional rent.

1


      40. DEMAND FOR CERTIFIED CHECKS

      In the event Tenant shall furnish Landlord with four (4) insufficient funds checks during the period of this lease term, or each successive option period if applicable, Tenant will then be required to furnish Landlord with certified checks for all rent, additional rent, and arrears due and owing throughout the term of the lease and/or option period. Failure by Tenant to comply with this provision will constitute a default under the terms hereof.

      41. HEATING, VENTILATION, AND AIR CONDITIONING

      (a) As long as Tenant is not in default under this lease, the Landlord, at its own cost and expense, shall, through the central air conditioning, heating and ventilation system of the building, furnish and distribute in the demised premises, ventilation and/or conditioned air (which term includes heating from October 1st through April 30th, as well as air cooling from May 1st to September 30th) on business days (Monday through Friday, holidays excepted) from 8:30 A.M. to 5:30 P.M. prevailing time, and on Saturdays from 8:30 A.M. to 2:00 P.M. when in Landlord’s reasonable judgment the same is required for comfortable occupancy of the demised premises. Tenant shall keep and cause to be kept closed the doors (when not in use) and all of the windows in the demised premises whenever the air conditioning system is in operation, and to lower and close the blinds when reasonably necessary because of the sun’s position. Tenant agrees to cooperate fully with Landlord at all times and to abide by all rules, regulations and requirements which Landlord reasonably may prescribe for the proper functioning and protection of the HVAC system.

      (b) Landlord shall have free and unrestricted access to all HVAC equipment. Landlord reserves the right to interrupt, curtail, stop or suspend any of the services herein referred when necessary because of accident, repairs, alterations or improvements, which in the judgment of Landlord are desirable or necessary, or to comply with government restrictions in the use of materials or in the use of the HVAC system or because of strikes or other cause or causes beyond the reasonable control of the Landlord, whether such other cause or causes are similar or dissimilar to those hereinabove mentioned, and no diminution or abatement of rent or other compensation shall or will be claimed by the Tenant nor shall this lease or any of the obligations of the Tenant be affected or reduced by reason of the interruptions, curtailment or suspension of HVAC services, provided that if resumption is, or becomes, within Landlord’s reasonable control, Landlord shall use all diligent and reasonable efforts to cause such resumption.

      If Tenant shall require any heating, ventilation or air conditioning service after the standard hours, Tenant shall request such service at least twenty-four (24) hours prior to the time Tenant desires said overtime services. Tenant agrees to pay, as additional rent, such charges for such overtime services as Landlord reasonably may determine from time to time. Landlord’s charges for providing such additional service shall be proportionately increased as increases in electricity or steam rates occur. Landlord shall have the right to decline to furnish conditioned air on hours and days other than the regular hours and days if, in the reasonable opinion of the Landlord, the furnishing of such service would be impractical or detrimental to the operation of the building.

      42. TAX ESCALATION

      (a) The term “Real Property” shall mean collectively the land and the building erected thereon.

2


      (b) The term “Taxes” shall mean all the taxes and assessments, special or otherwise, levied, assessed or imposed by Federal, State or Local Governments against the Real Property of which the demised premises form a part. If due to a future change in the method of taxation, any franchise, income, profit or other tax, or other payment, shall be levied against Landlord in whole or in part in substitution for or in lieu of any tax which would otherwise constitute a Tax, such franchise, income, profit or other tax or payment shall be deemed to be a Tax for the purposes hereof.

      (c) The term “Tax Year” shall mean each period of twelve (12) consecutive months commencing on the first day of the Base Tax Year (as defined below), and each twelve month period thereafter, or such other period as may hereafter be duly adopted as the fiscal year for real estate tax purposes by the City of Englewood Cliffs. As used herein and in Article 43 hereof, the phrase “term of the lease” shall mean the original term provided for in this lease and any renewal or extension thereof, irrespective of the sooner termination hereof by reason of Tenant’s default.

      (d) The term “Base Tax Year” shall mean the Calendar Year 2009.

      (e) The term “Base Taxes” shall mean the Taxes payable for the Base Tax Year.

      (f) If taxes for any Tax Year shall be increased above the Base Taxes, then the Tenant shall pay to the Landlord as additional rent 0.68% of such increase. The amount due hereunder shall be paid by Tenant within ten (10) days after the Landlord shall submit a statement to Tenant, showing in reasonable detail, the computation of the amount, if any, due hereunder to Landlord. Landlord shall have the right, at its sole discretion, to bill Tenant the amount due hereunder either in one lump sum or in equal monthly installments. Any such tax increase for the Tax Year in which this lease shall end shall be apportioned.

      (g) A tax bill for any relevant Tax Year (including the Base Tax Year) shall be conclusive evidence of the amount of taxes imposed for such year unless the assessment for such year be protested and, in such latter event, all computations and payments hereunder, pending final determination of the proceeding, shall be based upon such original tax bill, with retroactive adjustment to be made following such final determination.

      43. OPERATING COST INCREASE

      As used in this Paragraph: (A) “Operating Costs” shall mean all reasonable costs and expenses and taxes thereon, if any, paid or incurred by Owner or on behalf of Owner with respect to the operation, cleaning, repair, safety, management, security and maintenance of the demised premises and the Building containing same, and the parking area and other Common Areas (as defined below), in a manner consistent with that of buildings of similar type and quality in the vicinity of the Building, including but not limited to the following: (a) salaries, wages and bonuses paid to, and the cost of any hospitalization, medical, surgical, union and general welfare benefits (including group life insurance, any pension, retirement or life insurance plan and other benefit or similar expense relating to, employees of Owner engaged in the operation, cleaning, repair, safety, management, security or maintenance of the Building or in providing services to tenants of the Building; (b) social security, unemployment and other payroll taxes, the cost of providing disability and workmen’s compensation coverage imposed by any legal requirements, union contracts or otherwise with respect to said employees; (c) the cost of electricity, heating, and air conditioning for the public or common area portions of the Building; (d) gas, steam, water and other fuel and utilities; (e) the cost of casualty, rent, liability and any other insurance on or with respect to the Building, in limits reasonably determined by Owner in accordance with customary and usual standards for office buildings; (f) the

3


cost of repairs, maintenance and painting of the public or non-tenant areas in the Building; (g) repairs of roofs and the like; (h) rental of signs and equipment; (i) lighting; (j) removal of snow, trash, rubbish, garbage and other refuse; (k) depreciation of machinery and equipment used in maintenance, repair and/or replacement; (l) the cost of personnel to implement such services, to direct parking or to police the common areas; (m) gardening and landscaping; (n) legal and professional fees incurred in connection with the operation of the Building; (o) actual management fees paid to a third party with respect to the Building, or if no managing agent is employed by Landlord, a management fee not in excess of the then prevailing management fees charged for comparable buildings in the metropolitan area containing the Building; and (p) maintenance, repair, striping, sweeping, and snow plowing of the parking area, curbs, and sidewalks. The preceding list is for definitional purposes only and shall not impose any obligation upon Landlord to incur such expenses or provide such service, except if stated elsewhere in this Lease. Common Areas shall include all common facilities and shall mean all areas, space, equipment, signs and special services provided by Landlord for the common or joint use and benefit of the occupants of the building, and their employees, agents, servants, customers and other invitees, including without limitation, parking areas, elevators, roofs, stairs, hallways, curbs and sidewalks.

      (B) Operating Cost Base Year shall be the calendar year 2009.

      (C) Operating Cost Base shall mean the Operating Costs for the Operating Cost Base Year (whether or not retroactively determined).

      (D) Tenant’s Proportionate Share shall mean 0.68 percent.

      (E) If the Operating Costs for any calendar year during the term of this Lease shall increase above the Operating Costs for the Operating Cost Base Year, then Tenant shall pay to Landlord as additional rent 0.68% of such increase. During the first calendar year following the Operating Cost Base Year, the amount due hereunder shall be paid by Tenant within ten (10) days after Landlord shall submit a statement to Tenant, showing in reasonable detail the computation of the amount, if any, due hereunder to Landlord. Any such Operating Cost increase for the calendar year in which this Lease shall end shall be apportioned accordingly.

      If the Operating Costs shall be changed at any time during the remainder of the term of this lease after the Operating Cost Base Year, so that the Operating Costs shall then exceed the Operating Cost Base, Tenant shall pay as additional rent the sum equal to Tenant’s Proportionate Share of the amount by which the Operating Costs for the respective calendar year are greater than the Operating Cost Base, as an estimate of the Operating Cost Expense for the coming calendar year, in equal monthly installments commencing with the first monthly installment of fixed rent falling due hereunder on or after the effective date of such change in the Operating Costs and continuing thereafter until a new adjustment shall have become effective in accordance with the provisions of this Paragraph 43. Following the end of each calendar year, an adjustment shall be made based on the actual Operating Cost Expenses for said calendar year, and Tenant shall pay Landlord any difference between the estimated (billed) and actual figures within ten (10) days after Landlord shall submit a statement to Tenant. In no event shall Landlord be obligated to refund any sums to Tenant if the Operating Cost Expenses are less than the Operating Cost Base.

      Every notice given by Landlord pursuant to this Paragraph 43 shall be conclusive and binding upon Tenant unless (i) within five (5) days after the receipt of such notice Tenant shall notify Landlord that it disputes the correctness of the notice,

4


specifying the particular respects in which the notice is claimed to be incorrect, and (ii) if such dispute shall not have been settled by agreement, Tenant shall submit the dispute to arbitration pursuant to this lease within ten (10) days after receipt of the notice. Pending the determination of such dispute by agreement or arbitration as aforesaid, the Tenant shall pay additional rent or accept credit in accordance with Landlord’s notice and such payment or acceptance shall be without prejudice to Tenant’s position. If the dispute shall be determined in Tenant’s favor, Landlord shall forthwith pay Tenant the amount of Tenant’s overpayment of rents resulting from compliance with Landlord’s statement.

      44. ELECTRICITY

      (a) As long as Tenant is not in default in the payment of any rent or the performance of any covenants of this lease on Tenant’s part to be performed, Landlord shall furnish to the demised premises Standard Electrical Service for Tenant’s requirements for lighting and electrical appliances and equipment within the demised premises. In addition to the annual rental rate as specified on the front page of this Lease and additional rent as specified elsewhere herein, Tenant shall pay for the electricity used in the demised premises at the rate of $1,570.50 per annum, payable in equal monthly installments of $130.88 , and the aforesaid amount shall be deemed further additional rent and shall be paid on the first day of each and every month. Landlord reserves the right to have an electrician survey the demised premises (at Landlord’s sole cost and expense) to determine the actual electric consumption of Tenant. In the event the survey indicates that Tenant’s actual electric consumption exceeds the foregoing amount, Tenant shall pay the increased amount as additional rent from the date of the survey through the expiration of the term of this Lease.

      Tenant also agrees to purchase from Landlord or its agent all lamps, starters, ballasts or bulbs used in the demised premises. Tenant’s use of electricity in the demised premises shall be for the operation of lighting, business machines such as personal computers and other small office machines and lamps, and shall not at any time exceed the capacity of any of the electrical conductors and equipment in or otherwise serving the demised premises.

      In order to insure that such capacity is not exceeded and to avert possible adverse effect upon the building electric service, Tenant shall not, without Landlord’s prior written consent in each instance, connect any additional fixtures, appliances or equipment (other than lamps, personal computers, and similar small office machines) to the building’s electric distribution system or make any alteration or addition to the electric system of the demised premises existing at the commencement of the term of the lease. Should Landlord grant such consent, all additional risers or other equipment required therefor shall be installed by Landlord and the cost thereof shall be paid by the Tenant upon Landlord’s demand. As a condition to granting such consent, Landlord may require that the Tenant agree to an increase in the fixed rent by an amount which will reflect the value to the Tenant (determined by the current public utility rates for direct purchase by Tenant) of the additional services to be furnished by the Landlord.

      If the public utility rate schedule for the supply of electric current to the building shall be increased or decreased during the term of this lease, the amount defined in this Paragraph as Tenant’s cost for electricity shall be equitably adjusted to reflect the resulting increase or decrease in Landlord’s cost of furnishing electric service to the demised premises. Landlord reserves the right to discontinue furnishing electric energy to the Tenant in the demised premises at any time upon not less than thirty (30) days’ written notice to the Tenant. If Landlord exercises such right of termination, this lease shall

5


continue in full force and effect and shall be unaffected thereby except only that from and after the effective date of such termination Landlord shall not be obligated to furnish electric energy to the Tenant and the Tenant’s cost for electricity under this Paragraph shall be adjusted to reflect the resulting decrease in Landlord’s cost of furnishing electric service to the demised premises. If Landlord so discontinues furnishing electric service to Tenant, Tenant shall arrange to obtain electric energy directly from the public utility company furnishing electric services to the building. Such electric energy may be furnished to Tenant by means of the then existing building system feeders, risers and wiring to the extent that same are available, suitable and safe for such purposes. All meters and additional panel boards, feeders, risers, wiring and other conductors and equipment which may be required to obtain electric energy directly from such public utility company shall be installed by the Landlord at Tenant’s expense.

      45. ASSIGNMENT AND SUBLETTING

      (a) Tenant covenants and agrees that it will not, by operation of law or otherwise, assign, mortgage or encumber this lease, nor sublet or permit the demised premises or any part thereof to be used by others without Owner’s prior written consent in each instance, which consent shall not be unreasonably withheld. In determining whether to grant consent to Tenant’s sublet or assignment request, Landlord may consider any reasonable factor. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for deciding Tenant’s request:

 

(i)

financial strength of the proposed subtenant/assignee must be at least equal to that of the existing tenant;

 

 

 

 

(ii)

business reputation of the proposed subtenant/assignee must be in accordance with generally acceptable commercial standards;

 

 

 

 

(iii)

use of the premises by the proposed subtenant/assignee must be identical to the use permitted by this lease;

 

 

 

 

(iv)

managerial and operational skills of the proposed subtenant/assignee must be the same as those of the existing tenant;

 

 

 

 

(v)

use of the premises by the proposed subtenant/assignee will not violate or create any potential violation of any laws;

 

 

 

 

(vi)

use of the premises will not violate any other agreements affecting the premises, the Landlord or other Tenants.

      In no event may Tenant sublet all or any part of the demised premises, assign this lease in any manner or otherwise permit the occupancy of all or any part of the demised premises to any tenant, assignee, sublessee or other occupants of the building of which the demised premises forms a part. Any such request by Tenant to sublease all or any part of the demised premises, assign this lease in any manner or otherwise permit the occupancy of all or any part of the demised premises to any party who is a tenant, former tenant, assignee, sublessee or other occupancy of space in the building of which the demised premises forms a part shall not be subject to the terms of this numbered Article “45” hereof. Such party is hereinafter referred to as a “Prohibited Party”. The consent by Owner to any assignment or subletting shall not in any manner be construed to relieve Tenant from obtaining Owner’s express written consent to any other or further assignment or subletting.

6


      (b) Tenant may without Owner’s prior written consent, assign this lease to a corporation or other business entity (herein sometimes called a “successor corporation”) into or with which Tenant shall be merged, or consolidated, or a wholly owned or controlled corporation, or a franchisee, provided that the successor corporation shall use the demised premises only for the purpose specified in Paragraph 2 of this lease and provided further that there is delivered to Owner within five (5) business days after the effective date of such assignment, an instrument duly executed and acknowledged by the assignee whereby assignee assumes performance of Tenant’s obligations under this lease, as well as a true copy of the instrument of merger or consolidation, if the transaction wherein the assignment is made be one of merger or consolidation, or proof satisfactory to Owner that such assignment is to a wholly owned or controlled corporation, if the transaction wherein the assignment is made be one to a wholly owned or controlled corporation. If Tenant requests Owner’s consent to any other assignment of this lease or subletting of all or any portion of the demised premises, other than to a “Prohibited Party”, it shall submit in writing to Owner, at the time it requests such consent:

            (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant; and (iv) banking, financial and other credit information relating to the proposed assignee or subtenant, reasonably sufficient to enable Owner to determine the proposed assignee’s or subtenant’s financial responsibility.

      (c) Owner shall have the following options to be exercised by written notice to Tenant within thirty (30) business days after Tenant’s aforesaid request for Owner’s consent, which request shall be deemed sufficient upon which Owner must act only if the four (4) conditions in subparagraph (b) above have been complied with to Owner’s reasonable satisfaction:

            (i) If the request be for Owner’s consent to an assignment, Owner may require Tenant to execute an assignment to Owner, or to anyone designated by Owner, without payment of any premium therefor, provided that concurrently with the delivery of such assignment Owner, for itself and for any successor in interest as Owner, will execute and deliver an instrument releasing and discharging the Tenant from all obligations under this lease accruing after the effective date of such assignment but if said assignment be a pro tanto assignment, then such release and discharge shall relate to only so much of the demised premises as is covered by such assignment;

            (ii) If the request be for Owner’s consent to a sublease, Owner may require Tenant to execute a sublease to the Owner and/or its designee for the same term as the proposed sublease and upon the same terms and conditions as are contained in the proposed sublease except that the Owner or its designee shall not be required to pay any monies under said sublease other than reserved rent and additional rent at the same annual rate payable by Tenant under this lease, but prorated and apportioned according to the number of square feet of rentable area contained in the sublet premises, and except further, that Owner or its designee shall not be required to pay any premium therefor or perform any work thereunder as subtenant (for the purpose of readying the sublet premises for use), and except further, that the sublease shall provide for the unqualified right on the part of the subtenant to sub-sublet or assign the sublease to others for any lawful purpose and to alter the sublet premises in any manner Owner or its designee shall desire. Concurrently, with the delivery of the sublease to Owner, Owner, for itself and for any successor in interest as Owner, will execute and deliver an instrument indemnifying and holding Tenant harmless from any loss of rent or for other damages which Tenant might sustain by reason of the default of the sublessee under the sublease.

7


      (d) If Owner shall not exercise any of its aforesaid options within the time limited therefor, and if the use of the demised premises remains unchanged and the financial responsibility of the proposed assignee or subtenant be reasonably acceptable to Owner, its consent to the proposed assignment or subletting shall not be withheld, provided, however, that each of the following conditions is first complied with:

            (i) Tenant shall not then be in default under this lease;

            (ii) If the proposed assignment or subletting be of the entire demised premises, the assignee or sublessee as the case may be, shall execute an agreement, in form reasonably satisfactory to the Owner, whereby such proposed assignee or sublessee assumes performance of Tenant’s obligations under this lease and shall become jointly and severally liable with the Tenant for the performance thereof. If the proposed subletting be of less than the entire demised premises, sublessee shall execute and deliver a pro rata assumption of Tenant’s lease obligations;

            (iii) A duplicate original of the instrument of assignment or sublease, as the case may be, and of the assumption agreement duly executed by the appropriate party, shall be delivered to the Owner before the assignee or sublessee shall be let into possession of the demised premises or the sublet portion thereof.

            (iv) Tenant shall pay the sum of Five Hundred Dollars ($500.00) representing attorneys’ fees incurred by Owner in connection with the review and/or preparation and/or execution of any documents submitted to Owner relating to the proposed assignment or subletting.

      (e) If Owner’s written consent to a subletting shall have been obtained, Tenant shall pay to Owner, as additional rent hereunder due on the 1st day of each month of the term of the sublease, an amount equal to 100% of the annual sublet rent in excess of the annual rent payable hereunder, except that if the sublet be for less than all of the demised premises, appropriate pro rata adjustment of the rent payable under this lease shall be made in determining the excess of sublet rental over the pro rated rental payable under this lease. “Rent” or “Rental” as used herein shall mean the aggregate of reserved or fixed rent and any additional rent payable under the pertinent sublease, and such aggregate payable under the within lease.

      (f) Each of the foregoing provisions and conditions shall apply to each and every further attempted assignment or subletting other than to a “Prohibited Party”. An assignment of lease or a subletting as above provided shall not discharge or release from liability hereunder the Tenant or any other person, firm, or corporation which shall have previously assumed Tenant’s obligations hereunder, such liability to remain and continue for the balance of the term with the same force and effect as though no assignment had been effected.

      (g) The transfer in the aggregate of fifty percent (50%) or more of (i) the voting stock of any corporate tenant or (ii) the voting interest in any partnership tenant shall be deemed an assignment within the meaning of Article “11” of this lease and of this numbered Article, and shall require Owner’s prior written consent, which consent will not be unreasonably withheld upon compliance with all of the conditions set forth in subdivisions (a), (b), (c) and (d) hereof. The provisions hereof shall not apply to the transactions described in the first sentence of (b) hereof.

      (h) The provisions of this Article shall apply only to an assignment of this lease by the initial Tenant and to a subletting of all or any portion of the demised premises by the initial Tenant to other than a “Prohibited Party” and shall not apply to any other transaction providing for occupancy of all or any portion of the demised premises by a (i) third party other than the Tenant’s assignee or Tenant’s sublessee or (ii) an assignment or subletting to a “Prohibited Party”. For such other transactions, the provisions of Article “11” shall apply.

8


      46. BANKRUPTCY AND DEFAULT

      (A) BANKRUPTCY: (a) If Tenant assumes this lease and proposes to assign the same pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. S 101 et seq. (the “Bankruptcy Code”) to any person or entity who shall have made a bona fide offer to accept an assignment of this lease on terms acceptable to Tenant, then notice of such proposed assignment, setting forth (i) the name and address of such proposed person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided Landlord to assure such person’s future performance under the lease, including, without limitation, the assurance referred to in section 365(b)(3) of the Bankruptcy Code, shall be given to Landlord by Tenant not later than twenty (20) days after receipt by Tenant but in no event later than ten (10) days prior to the date that Tenant shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commission which may be payable out of the consideration to be paid by such person for the assignment of this lease.

      Furthermore, as one element (but not the exclusive element) of the adequate assurance (as stated in (iii) above) that such a trustee must provide Landlord for the future performance by any such assignee of Tenant’s obligations under this lease, there shall be deposited with Landlord within ten (10) days of demand therefore, to beheld pursuant to the provisions of Paragraph 30 hereof in addition to any other prepaid rent or security previously deposited with Landlord the amount of at least one (1) full year’s annual reserved rent and any additional rent (at the then current level of annual reserved rent and additional rent on the effective date of such assignment) to secure the full and faithful performance of the obligations of Tenant hereunder. In addition, adequate assurance shall mean that any such assignee of this lease shall have a net worth, exclusive of good will, equal to at least fifteen (15) times the aggregate of the annual reserved rent reserved hereunder plus all additional rent for the preceding calendar year.

      (b) If this lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations payable or otherwise delivered in connection with such assignment shall be paid or delive


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more