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FULL SERVICE" OFFICE LEASE CEMO-COMMERCIAL, INC.,

Office Lease Agreement

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NORPAC TECHNOLOGIES, INC. | CEMO-COMMERCIAL, INC

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Title: FULL SERVICE" OFFICE LEASE CEMO-COMMERCIAL, INC.,
Governing Law: California     Date: 7/30/2008

FULL SERVICE
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Exhibit 10.5

“FULL SERVICE” OFFICE LEASE

CEMO-COMMERCIAL, INC., 1107 Investment Blvd, Suite 150, El Dorado Hills, California 95762

 

THIS LEASE is made as of the        February 21, 2008       , (dated for reference purposes only) by and between Landlord and Tenant.

 

1.    Terms and Definitions . For the purposes of this Lease, the following terms shall have the following definitions and meanings:

 

“Full Service” Lease: In general, other than elaborated upon elsewhere in this Lease, this Lease provides for rental payment that covers common area and building maintenance, building taxes, utilities, janitorial services and building insurance.    Tenant pays costs of installation and maintenance of telephone/communication and security systems.

 

Landlord:

CSS Properties, LLC

 

 

Landlord's Address:

1107 Investment Blvd, Ste 150

El Dorado Hills, CA 95762

 

 

Tenant:

Cellynx, Inc.

 

 

Building Address:

5047 Robert J Mathews Parkway

El Dorado Hills, CA 95762

 

 

Suite number:

Suite 400

 

 

Premises:

Those certain premises defined in Paragraph 2(a) hereinbelow, approximately as shown on the drawing, to be shown as Exhibit A.

 

Approximate Square Feet within Premises: Approximately         1,570         square feet of 11,520 square foot building. Square feet shall be computed to include measurements to the outside of the outside walls, or where walls are recessed the drip line, to the outside of the interior hallway walls, and to the middle of interior walls that divide suites.

 

Term:

One (1) year, commencing on the Commencement Date, Upon Substantial Completion of Tenant Improvements , and terminating one (1) year from Commencement Date.

 

Early Possession:

           N/A              ("Early Possession Date").  If an Early Possession Date is specified and if Tenant totally or partially occupies the Premises after the Early Possession Date but prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early occupancy.  All other terms of this Lease shall be in effect during such period.  Any such early possession shall not affect nor advance the Expiration Date of the Original Term.

 

 

Rent:

See Paragraph 52 for monthly rent during each year of this lease.

 

 

Security Deposit:

The Security Deposit shall be $2,198.00.

 

 

Brokers:

The following real estate broker(s) (collectively, the "Brokers") and brokerage relationships exist in this transaction and are consented to by the Parties (check applicable boxes):

 

o    _________________

represents Landlord exclusively ("Landlord's Broker");

o    _________________

represents Tenant exclusively (“Tenant’s Broker");

x    Cemo Commercial, Inc.

represents both Landlord and Tenant ("Dual Agency").

 

Payment to Brokers: Upon the execution of this Lease by both Parties, Landlord shall pay to said Broker(s) jointly, or in such separate shares as they may mutually designate in writing, a fee as set forth in a separate written agreement between Landlord and said Broker(s) (or in the event there is no separate written agreement between Landlord and said Broker(s), the sum of (per agreement) for brokerage services rendered by said Broker(s) in connection with this transaction.

 

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2.       Premises and Common Areas Leased.

 

a.      Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, the Premises contained within the suite designated in Paragraph 1 and improved by Landlord with the Leasehold Improvements described in plans to be provided by Landlord and approved by Tenant, said Premises being agreed, for the purposes of this Lease, to have an area approximately the number of square feet designated in Paragraph 1, of that certain office building located at the address designated in Paragraph 1 (hereinafter called "Building".)  The Premises exclude the common rest rooms, entrance area, hallways, access ways, pipes, conduits, wires and appurtenant fixtures serving exclusively or in common other parts of the office project.  Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of Lease terms, covenants and conditions.

 

b.      Tenant shall have the non-exclusive right to use in common with other tenants in the Building and subject to the Rules and Regulations reasonably established by Landlord, the following areas appurtenant to the Premises:

 

(i)      The common rest rooms, entrance area, hallways, access ways, pipes, conduits, wires and appurtenant equipment serving the Premises;

 

(ii)      Common walkways and sidewalks necessary for access to the Building maintained by Landlord.

 

c.      Landlord reserves the right from time to time without unreasonable interference with Tenant’s use and having given Tenant prior notices:

 

(i)      To install, use, maintain, repair and replace pipes, ducts, wires and appurtenant meters and equipment for service to other parts of the Building above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas, and to relocate any pipes, ducts, conduits, wires and appurtenant meters and equipment included in the Premises which are located in the Premises or located elsewhere outside the premises and to expand the Building;

 

(ii)      To alter or relocate any other common facility.

 

3.       Term .  The term of this Lease shall be for the period designated in Paragraph 1 commencing on the Commencement Date, and ending on the expiration of such period, unless the term hereby demised shall be sooner terminated as hereinafter provided. Upon commencement of the term, this Lease shall be amended to set forth the actual dates of commencement and ending of the term.

 

4.       Possession .  Tenant agrees that in the event of the inability of Landlord to deliver possession of the Premises to Tenant on the date above specified for the commencement of the term of this Lease, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, nor shall the expiration date of the above term be in any way extended, but in such event Tenant shall not be liable for any rent until such times as Landlord tenders delivery of possession of the Premises to Tenant with Landlord's work therein, if any, substantially completed. Should Landlord tender possession of the Premises to Tenant prior the date specified for commencement of the term hereof, and Tenant elects to accept such prior tender, such prior occupancy shall be subject to all of the terms covenants and conditions of this Lease, including the payment of rent.

 

5.       Annual Basic Rent.   The term "Commencement Date" as used herein is defined in Paragraph 1, above.  From the Commencement Date, Tenant agrees to pay landlord as Annual Basic Rent for the Premises the Annual Basic Rent designated in twelve (12) equal monthly installments, each in advance on the first day of each and every calendar month during said term. In the event the term of this Lease commences or ends on a day other than the first day of a calendar month, then the rental for such periods shall be prorated in the proportion that the number of days this Lease is in effect during such periods bears to thirty (30), and such rental shall be paid at the commencement of such periods.  Said rental shall be paid to Landlord, without any prior demand therefor and without any deduction or offset whatsoever in lawful money of the United States of America, which shall be legal tender at the time of payment, at the address of Landlord designated in Paragraph 1 or to such other person or at such other place as Landlord may from time to time designate in writing.

 

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6.       Rental Adjustment .   Rent shall be adjusted in accordance with Paragraph 52.

 

7.       Security Deposit .  Tenant has deposited with Landlord the Security Deposit designated in Paragraph 1.  Said sum shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provisions of this Lease, including but not limited to the provisions relating to the payment of rent, landlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of any rent or any other sum in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's default.  If any portion of said deposit so used or applied, Tenant shall, within ten (10) days after demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall be a material breach to this Lease.  Landlord shall not be required to keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on such Security Deposit.  If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's interests hereunder) at the expiration of the Lease term.  Should Landlord sell its interest in the Premises during the term hereof and if Landlord deposits with the purchaser thereof the then unappropriated funds deposited by Tenant as aforesaid, thereupon Landlord shall be discharged from any further liability with respect to such Security Deposit.

 

8.       Use .  Tenant shall use the Premises for general office purposes and purposes incident thereto, and shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord. Tenant shall not use or occupy the Premises in violation of law or of the certificate of occupancy issued for the Building of which the Premises are a part, and shall, upon five (5) days written notice from Landlord, discontinue any use of the Premises which is declared by any governmental authority having jurisdiction to be a violation of law or of said certificate of occupancy.  Tenant shall comply with any direction of any governmental authority having jurisdiction, which shall, by reason of the nature of Tenant's use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with respect to the use of occupation thereof.  Tenant shall not do or permit to be done anything which will invalidate or increase the cost of any fire, extended coverage or any other insurance policy covering the Building and/or property located therein an shall comply with all rules, orders, regulations and requirements of the Pacific Fire Rating Bureau or any other organization performing a similar function.   Tenant shall promptly upon notice reimburse Landlord as additional rent for any additional premium charged for such policy by reason of Tenant's failure to comply with the provisions of this Paragraph 8.  Tenant shall not do or permit anything to be done in or about the Premises which will unreasonably obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises.  Tenant shall not commit or suffer to be committed any waste in or upon the Premises and shall keep the Premises in good repair and appearance.  Notwithstanding the foregoing, Tenant shall have no responsibility for repairing or maintaining:

 

a.      Any items warranted by Landlord,

 

b.      Structural portions of the Premises and the Building, including the roof, exterior walls and foundation, and,

 

c.      The electrical, plumbing and HVAC systems within the Premises.  As part of its use of the Premises, Tenant shall have the right to assemble and repair equipment at the Premises incidental to its business, provided that such activity does not constitute a major use of the Premises.

 

9.       Payment and Notices .  All rents and other sums payable by Tenant to Landlord hereunder shall be paid to Landlord at the address designated by Landlord in Paragraph 1 above or at such other places as Landlord may hereafter designate in writing.  Any notice required or permitted to be given hereunder must be in writing and may be given by personal delivery or by mail, and if given by mail shall be deemed sufficiently given if sent by registered or certified mail addressed to Tenant at the Building of which the Premises are a part, or to Landlord at its address designated in Paragraph 1.  Either party may by written notice to the other specify a different address for notice purposes except that Landlord may in any event use the Premises as Tenant's address for notice purposes.  Any notice or communication shall be deemed to have been given on the date, which it is personally delivered, or, if mailed, three (3) days after the date on which it is deposited in the United States.

 

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10.      Brokers .  The parties recognize that the brokers who negotiate this Lease are the brokers whose names are stated in Paragraph 1, and agree that Landlord shall be solely responsible for the payment of brokerage commissions to said brokers, and that Tenant shall have no responsibility therefor.  The parties warrant to each other that each has not dealt with any real estate agents or broker other than those brokers stated in Paragraph 1.  Each party agrees to indemnify, defend, and hold harmless from all loss, claim, cost, and expense incurred as a result of a breach of this warranty.

 

11.       Holding Over .  If Tenant holds over after the expiration or earlier termination of the term hereof without the express written consent of Landlord, Tenant shall become a tenant at sufferance only, at a rental rate equal to one hundred fifty percent (150%) of the rent in effect upon the date of such expiration (subject to adjustment as provided in Paragraph 6 hereof and prorated on a daily basis), and otherwise subject to the terms, covenants and conditions herein specified, so far as applicable.  Acceptance by Landlord of rent after such expiration or earlier termination shall not constitute a holdover hereunder or result in a renewal.  The forgoing provision of this Paragraph 11 are in addition to and do not affect Landlord's right of re-entry or any rights of Landlord hereunder or as otherwise provided by law.

 

12.       Taxes on Tenant's Personal Property and Trade Fixtures .

 

a.      Tenant shall be liable for and shall pay at least ten (10) days before delinquency, taxes levied against any personal property or trade fixtures placed by Tenant in or about the Premises.

 

b.      Landlord shall be responsible and shall pay for all taxes attributable to the real property Leasehold Improvements made by Landlord to the Premises.

 

13.       Condition of Premises .  Except as otherwise provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord had made any representation or warranty with respect to the Premises or the Building or with respect to the suitability of either for the conduct of Tenant's business.  Landlord hereby represents and warrants to Tenant that as of the Commencement Date, the Premises, Building and the property are in compliance with all applicable governmental laws, ordinances or regulations applicable to the use of the Premises, including, without limitation, the Americans with Disabilities Act of 1990.  Landlord shall indemnify, protect, defend and hold Tenant harmless from and against any costs, losses, or damages arising out of a breach of the foregoing representation.

 

14.       Alterations .

 

a.      Tenant shall make no alterations, decorations, additions or improvements in or to the Premises without Landlord's prior written consent, and then only by contractors or mechanics approved by Landlord.  Tenant agrees that there shall be no constructions of partitions or other obstructions, which might interfere with Landlord's free access to mechanical installations or facilities.  All such work shall be done at such times and in such manner as Landlord may from time to time designate.  Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, directions, regulations, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction and in full compliance with the rules, orders, directions, regulations, and requirements of the Pacific Fire Rating Bureau, or of any similar body.  Before commencing any work, Tenant shall give Landlord at least five (5) days written notice of the proposed commencement of such work and shall, if required by Landlord, secure at tenant's own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work.  Tenant further covenants and agrees that any mechanic's lien filed against the Premises or against the Building for work claimed to have been done for, or materials claimed to have been furnished to tenant, will be discharged by Tenant by bond or otherwise, within ten (10) days after the filing thereof, at the cost and expense of Tenant.  All alterations, decorations, additions or improvements upon the Premises, made by either party, including (without limiting the generality of the foregoing) all wall covering, built-in cabinet work, paneling, and the like, shall, unless Landlord elects otherwise, become the property of Landlord and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, expect that Landlord may, by written notice to Tenant, given at the time such work is performed, require Tenant to remove all partitions counters, railings, and the like installed by Tenant, and tenant shall repair any damage to the Premises arising from such removal or at Landlord's option, shall pay to the Landlord's costs of such removal and repair.  Notwithstanding anything contained in the foregoing to the contrary, Tenant shall have the right, without the consent of Landlord, to make certain minor alterations or improvements to the Premises costing in the aggregate not greater than $10,000, provided, however, that Tenant shall provide Landlord with notice of its intent to perform such work in advance of such performance.

 

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b.      All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant and may be removed by Tenant at any time during the lease term provided Tenant is not in default hereunder, and provided further that Tenant shall repair any damage caused by such removal.  If Tenant shall fail to remove all of its effects from said Premises upon termination of this Lease for any cause whatsoever, Landlord may, at its option, remove the same in any manner that Landlord shall choose, and store said effects without liability to Tenant for loss thereof, and Tenant agrees to pay Landlord upon demand any and all expenses incurred in such removal, including court costs and attorneys' fees and storage charges on such effects for any length of time that the same shall be in Landlord's possession, or Landlord may, at its option without notice, sell said effects, or any of the same, at private sale and without legal process, for such price as Landlord may obtain and apply the proceeds of such sale upon any amounts due under this Lease from Tenant to landlord and upon the expense incident to the removal and sale of said effects.

 

c.      Landlord reserves the right at any time and from time to time without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor or otherwise affecting Tenant's obligations under this Lease, to make such changes, alterations, additions, improvements, repairs or replacements in or to the Building (including the Premises if required so to do by any law or regulation) and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages and stairways, thereof, to change the name by which the Building is commonly known, as Landlord may deem necessary or desirable.  Nothing contained in this Subparagraph 14c. Shall be deemed to relieve Tenant of any duty, obligation, or liability of tenant with respect to making any repair, replacement or improvement or complying with any law, order or requirement or any government obligation, responsibility or liability whatsoever, for the care, supervision or repair of the Building or any part thereof other than as otherwise provided in this Lease.  Notwithstanding anything contained in the foregoing to the contrary, no such changes, alteration, additions, improvement, repairs or replacements in or to the building, and the fixtures or equipment thereof, shall materially affect tenant's access to and use of the Premises.

 

15.       Repairs.

 

a.      Subject to the representations and warranties and repair obligations of Landlord contained in this Lease, by entry hereunder, Tenant shall accept the premises as being in good and sanitary order, condition and repair.  Tenant shall, when and if needed or whenever reasonably requested by Landlord to do so, when not resulting from natural disaster as covered by Landlord’s insurance, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including all windows and doors, to keep, maintain and preserve the premises in good condition and repair.  Tenant shall upon the expiration or sooner termination of the term hereof surrender the Premises to Landlord in the same conditions when received, ordinary wear and tear and casualty damages (i.e. fire, earthquake) accepted.  At Lease termination, Tenant shall not be responsible for repainting walls or cleaning carpet unless damage is beyond that considered normal wear and tear.  Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises or the Building except as specifically herein set forth.

 

b.      Anything contained in Subparagraph 15a above to the contrary notwithstanding, Landlord shall repair and maintain the structural portions of the Building and the premises including the basic plumbing, heating, ventilating, air conditioning and electrical systems installed or furnished by Landlord, unless such maintenance and repairs are caused in part or in whole by Tenant, its agents, servants, or employees in which case Tenant shall pay to Landlord, as additional rent, the reasonable cost of such maintenance and repairs.  Landlord shall not be liable for any failure to make any such repairs or to perform any maintenance unless such failure shall persist for an unreasonable time (normally two days) after written notice of the need of such repairs or maintenance is given to Landlord by Tenant.  Tenant waives the right to make repairs at Landlord's expense under any law, statute or ordinance now or hereafter in effect.  Landlord also shall be responsible for repairing and maintaining in good condition and repair the common areas of the Building and the Premises.  Notwithstanding anything contained in the foregoing to the contrary, in the event that, as a result of any repairs, maintenance or improvements by Landlord to the Building or the Premises, Tenant's ability to use the Premises is adversely affected for a period of two (2) or more business days, all rent payable hereunder shall abate until such time as such repairs, maintenance or improvements no longer adversely affect Tenant's use of the Premises; provided, however, that no such abatement shall apply in the vent such repairs, maintenance or improvement are necessitated by Tenant's negligence or willful misconduct.

 

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c.      Matters Pertaining to Toxic Mold.  Whenever the terms “Hazardous Materials”, “Hazardous Substances”, or similar terms are used within the lease, such definitions shall include or shall mean mold and fungi of all types and conditions, whether containing toxic properties or not.  Furthermore, tenant shall comply with any guidelines established by the California Department of Health Services for the prevention or remediation of mold.  In addition to tenant’s obligation to prevent and remediate the existence of mold as required under this lease, tenant shall immediately notify landlord of any mold or chronic water intrusion or flood conditions that exist upon or within the Premises.

 

Regardless of the cause or responsibility for the presence of mold or a chronic water intrusion or flood condition, tenant shall take all steps necessary to prevent the amplification of any contamination problem, and shall take all steps necessary to prevent tenant’s employees, agents, invitees, customers, etc. from becoming exposed to any mold condition.

 

16.       Liens.   Tenant shall not permit any mechanic's, materialmen's or other liens to be filed against the real property of which the Premises form a part nor against the Tenant's leasehold interest in the Premises.

 

17.       Entry by Landlord .  Landlord reserves and shall, after providing prior notice to Tenant, have the right to enter the Premises to inspect the same and any other service to be provided by Landlord to Tenant hereunder, to submit said Premises to prospective purchasers or tenants, to post notices of non-responsibility, to alter, improve or repair the Premises or any other portion of the Building, all without being deemed guilty of any eviction of tenant and without abatement of rent, and may, in order to carry out such purposes, erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, provided that the business of Tenant shall be interfered with as little as is reasonably practicable.  Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby.  For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's vaults and safes and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means, or otherwise, or an eviction of Tenant from the Premises or any portion thereof, and any damages caused on account thereof shall be paid by Tenant.  Is understood and agreed that no provisions of this Lease shall be construed as obligation for Landlord to perform any repairs, alterations or decorations except as otherwise expressly agreed herein to be performed by Landlord.

 

18.       Utilities and Services .  Landlord agrees to furnish to the Premises reasonable quantities of electric current for normal lighting and fractional horsepower office machines, water for lavatory and drinking purpose, heat and air conditioning (engineered for size) required in Landlord's reasonable judgment for the comfortable use and occupancy of the Premises. Landlord shall not be liable for, and Tenant shall not be entitled to any abatement or reduction of rent by reason of Landlord's failure to furnish any of the foregoing when such failure is caused by accident, breakage, repairs strikes, lockouts, or other labor disturbances or labor disputes of any character, or for any other causes.  Notwithstanding anything contained in the foregoing to the contrary, in the event that interruption in utilities or services to the Premises continues for a period of three (3) or more days and such interruption is not the direct result of Tenant's negligence or willful misconduct, all rent payable hereunder shall abate until such time as such utilities and/or services are restored to the Premises.  If such interruption continues for a period of thirty (30) or more days, Tenant shall have the right to terminate this Lease upon ten (10) days written notice to Landlord.  Landlord shall provide janitorial services to the Premises.  Landlord shall pay costs of gas and electrical services to the Premises.

 

19.       Bankruptcy.   If Tenant shall file a petition in bankruptcy under any Chapter of the Bankruptcy Act as then in effect, or if Tenant be adjudicated bankrupt in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within sixty (60) days from the date thereof, or if a receiver or trustee be appointed of Tenant’s property, and the order appointing such receiver or trustee not be set aside or vacated within sixty (60) days after the entry thereof, or if the Tenant shall assign Tenant's estate or effects for the benefit of creditors, Landlord may, if Landlord so elects, with or without notice of such election and with or without entry or action by Landlord, forthwith terminate this Lease, and notwithstanding any other provision of this Lease, Landlord in addition to any and all rights and remedies allowed by law or equity, shall upon such termination be entitled to recover damages in the amount provided in Paragraph 25 (b) below and neither Tenant nor any person claiming through or under Tenant or by virtue of any statue or order of any court shall be entitled to possession of the Premises but obtain as damages by reason of any such termination an amount equal to the maximum allowed by any statue or rule of law in effect at the time when, and governing the proceedings in which such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of damages recoverable under the provisions of this Paragraph 19.

 

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20.       Indemnification.    Except to the extent arising from Landlord's negligence or willful misconduct, Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising from Tenant's use of the Premises or the conduct of its business or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises, and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act negligence or intentional misconduct, any action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel approved in writing by Landlord.  Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons, upon or about the Premises from any cause whatsoever except that which is caused by Landlord's negligence or by the failure of Landlord to observe any of the terms and conditions of this Lease and such failure has persisted for an unreasonable time, and Tenant hereby waives all its claims in respect thereof against Landlord. Except to the extent arising out of Tenant's negligence or willful misconduct, Landlord shall indemnify and hold harmless Tenant against and from any and all claims arising from any activity, work, or thing done, permitted or suffered by Landlord in or about the Building, and shall further indemnify and hold harmless Tenant against and from any and all claims arising from any breach or default in the performance of any obligation on Landlord's part to be performed under the terms of this Lease, or arising from the negligence or intentional misconduct of Landlord, or of its agents or employees, and from and against all costs, attorney's fees, expenses and liabilities incurred in or about such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Tenant by reason of such claim, Landlord upon notice from Tenant shall defend the same at Landlord's expense by counsel approved in writing by Tenant.

 

21.       Damage to Tenant's Property .  Except to the extent arising from Landlord's negligence or willful misconduct, notwithstanding the provision of Paragraph 20 to the contrary, Landlord or its agents shall not be liable for any damage to property entrusted to employees of the Building, nor for loss of or damage to any property by theft or otherwise, nor for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or from the pipes, appliances or plumbing works therein or from the roof, street, or sub-surface or from any other place or resulting from dampness or any other cause whatsoever.  Landlord or its agents shall not be liable for interference with the light or other incorporeal hereditaments.  Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or in the Building or defects therein or in the fixtures or equipment.

 

22.       Insurance.

 

a.      Tenant shall, during the entire term hereof and during any rent free period or period of prior occupancy, at its sole cost and expense, obtain, maintain and keep in full force and effect, with Tenant, Landlord and the mortgagees of Landlord named as insureds therein as their respective interests may appear


 
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