Exhibit 10.33:
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT (this "Agreement") is made
and entered into this 15 th day of December, 2005 by and
between RAMAPO LAND CO., INC. ("Landlord"), a corporation organized
and existing under the laws of the State of New York, and HUDSON
TECHNOLOGIES, INC. (formerly Refrigerant Reclamation Industries,
Inc.) ("Tenant"), a corporation organized and existing under the
laws of the State of New York. Landlord and Tenant may sometimes be
referred to herein, individually, as a "party" and, collectively,
as the "parties".
WITNESSETH
WHEREAS , by virtue of the Lease Agreement by and between
Landlord and Tenant, dated May 20, 1994, which was extended by
virtue of a Lease Extension Agreement between Landlord and Tenant
dated April 7, 2005 and a Lease Extension Modification Agreement
between Landlord and Tenant dated May 20, 2005, together with all
riders thereto (collectively, the "Lease"), by which Tenant leased
approximately 21,095 rentable feet of space (the "Premises") in
that building located at 60 Torne Valley Road, Ramapo, New York
(the "Property"); and
WHEREAS , Tenant has remained past the Termination Date (as
hereinafter defined) on a month-to-month basis and will continue to
occupy the Premise under the Lease on the Termination Date;
and
WHEREAS , Landlord desires to terminate Tenant's tenancy
under the Lease subject to the terms and conditions set forth
below.
NOW THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord
and Tenant agree as follows:
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Recitals . The Recitals stated above are incorporated
herein by reference and are made a part of this Agreement as if
stated in their entirety.
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Capitalized Terms
. Unless otherwise defined herein,
all capitalized terms shall have the same meaning as they have in
the Lease.
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Termination Date
. Tenant's right to occupy the
Premises under the Lease shall be terminated as of 12:00 midnight
on December 14, 2005 (the "Termination Date"). Until the
Termination Date, the Tenant shall remain in the Premises, pursuant
to a month-to-month tenancy.
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Delivery of Premises to
Landlord. Intentionally
Omitted.
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Tenant's Representations,
Covenants and Warranties . Tenant makes the following representations,
covenants and warranties to the Landlord, acknowledging that each
such representation, warranty and covenant is material and shall be
relied upon by the Landlord:
A.
Tenant is not aware of
any default committed by Landlord under the Lease, and Tenant has
no existing defenses, claims, counterclaims or rights of offset
with respect to its obligation to pay or Rent or Additional Rent
under the Lease.
B.
Tenant is a corporation
duly organized, validly existing and in good standing under the
laws of the State of New York and has the power to terminate the
Lease.
C.
Tenant acknowledges that
Landlord may enter into new commitments, agreements and/or leases
with third parties (collectively and individually the "Third-Party
Agreements") concerning the Premises, and Tenant agrees that
Landlord may rely upon this Agreement and the fulfillment by Tenant
of its obligations hereunder, in entering into any such Third-Party
Agreements.
D.
The representations,
warranties and covenants contained herein are true and correct in
all material respects at the date of this Agreement and do not omit
to state a material fact necessary to make any of them not
misleading.
E.
The following definitions
shall be applicable to this Section and wherever used elsewhere in
the Agreement.
1.
"Environmental Condition"
means any condition with respect to any and all improvements on the
Property (including any conditions contained therein or derived
therefrom, of any kind or nature including without limitation,
structural, architectural, engineering, and environmental
condition), soil, surface waters, groundwaters, land, stream
sediments, surface or subsurface condition and ambient air,
Hazardous Substance on or about the Property (the Property as used
herein shall include all improvements thereon), whether or not yet
discovered, or violation of any Environmental Laws, arising from or
related to the operation of any business that is or was conducted
by Tenant (or Tenant's lessees, sub-lessees, predecessors or
occupants) on the Property, or any activity conducted by any person
or entity on the Property during the time of Tenant's occupancy, or
occurring prior to that time and known to Tenant.
2.
"Environmental Laws"
means all federal, state and local laws, whether common laws, court
or administrative decisions, statutes, rules, regulations,
ordinances, court orders and decrees, and administrative orders and
all administrative policies and guidelines concerning action levels
of a governmental authority (federal, state or local) now or
hereafter in effect relating to the environment, public health,
occupational safety, industrial hygiene, any Hazardous Substance
(including, without limitation, the disposal, generation,
manufacture, presence, processing, production, release, storage,
transportation, treatment or use thereof), or the Environmental
Conditions on, under or about the Property, as amended and as in
effect from time to time (including, without limitation, the
following statutes and all regulations thereunder as amended and in
effect from time to time: the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C.
§§ 9601, et seq .; the Superfund
Amendments and Reauthorization Act of 1986, Title III,
42 U.S.C. §§ 11001, et seq .; the
Clean Air Act, 42 U.S.C. §§ 7401
et seq .; the Safe Drinking Water Act, 42 U.S.C.
§§ 300(f), et seq .; the Solid Waste
Disposal Act, 42 U.S.C. §§ 6901,
et seq .; the Hazardous Materials Transportation Act,
as amended, 49 U.S.C. §§ 1801,
et seq .; the Resource Conservation and Recovery Act,
as amended, 42 U.S.C. §§ 6901,
et seq.; the Federal Water Pollution Cont
