LEASE AGREEMENT
IN CONSIDERATION of the covenants herein contained, ▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Holdings Limited Liability Co. (hereinafter referred to as "Lessor") does hereby
lease to Presstek, Inc. (hereinafter referred to as "Lessee") and Lessee hereby
leases from Lessor the following described premises, hereinafter called the
"Leased Premises" upon the terms and conditions hereinafter set forth.
1. PREMISES
The building located at ▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ County,
containing approximately 24,000 square feet, more or less.
2. TERM
Unless sooner terminated as hereinafter provided, the term of this Lease
shall be for a period of two (2) years commencing on March 16, 1996 and
ending on March 15, 1998.
3. BASE RENT
Lessee shall pay to Lessor base rent at the rate of $114,000.00 dollars per
year, payable in advance in monthly installments of $9,500.00* on the first
day of each calendar month in advance, the first monthly payment to be made
on execution of this Lease, including payment in advance for appropriate
fractions of a monthly payment for any portion of a month at the
commencement of said term or at the termination of this Lease, all payments
to be made to Lessor or its agent, at ▇.▇. ▇▇▇ ▇▇▇, ▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or
at such other place as Lessor shall from time to time in writing designate.
4. ADJUSTMENTS TO BASE RENT
If the "cost of living" has increased as shown by the Consumer Price Index
(Boston, Massachusetts, All Items, All Urban Consumers, Base Year = ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇ Bureau of Labor Statistics), then the amount of base rent due
hereunder during each calendar year of this Lease and any estensions
thereof shall be annually adjusted in proportion to any increase in rent
due on NA of each year during the lease term. The base month from which to
determine the amount of each increase in the Index shall be NA which figure
shall be compared with the figure for NA and each NA thereafter to
determine the percentage increase, if any, in the base rent to be paid
during the
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* 3/16/97 to 3/15/98 $120,000/year or $10,000/month.
following calendar year. In no event, however, shall the base rental rate,
as adjusted, be less than the base rent stated hereinabove. In the event
that the publication of the Consumer Price Index as presently computed is
discontinued as a measure of "cost of living" a comparable alternate index
then in general use to compute such rental adjustment as provided herein.
5. SECURITY DEPOSIT
Lessee shall pay to Lessor a security deposit in the amount of -0- dollars
upon the execution of this Lease, which shall be held as security for the
Lessee's performance as provided herein and refunded to Lessee without
interest within thirty (30) days of the expiration or earlier termination
of this Lease subject to Lessee's satisfactory compliance with the
conditions hereof. Lessor shall not be required to segregate any such sums
held as a security deposit from other funds of the Lessor.
6. USE OF PREMISES
Lessee shall use the leased premises only for the purpose of research and
development. Said use of the premises by Lessee shall be in accordance with
and in compliance with Section 4.129 Industrial One (1) District as
contained in the Zoning By-Laws of the Town of ▇▇▇▇▇▇ as amended from time
to time.
7. ADDITIONAL RENT
(A) During each year of the initial term of this Lease and any renewal
term, Lessee shall pay to Lessor, as additional rent, within twenty (20)
days following notice thereof, Lessee's proportionate share of any and all
real estate taxes assessed for with respect to the land and building of
which the leased premises are a part for all tax periods wholly or
partially included in the term of this Lease. The term "real estate taxes"
shall mean the real estate taxes and assessments imposed upon the land and
building of which the leased premises are a part, including, but not
limited to, any and all other taxes, levies, betterments, assessments and
charges arising from the ownership and/or the operation of the building
which are or shall be imposed by Federal, State, Municipal or other
authorities, and which are or may become a lien upon said land and
building. If due to a future change in the method of taxation, any
franchise, income or profit tax shall be levied against Lessor in
substitution for or in lieu of any tax which would otherwise constitute a
real estate tax or if a specific tax on rentals from the building shall be
levied against Lessor, such franchise, rental, income or profit tax shall
be deemed to constitute real estate taxes for the purposes hereof.
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Lessee's proportionate share of any such real estate taxes shall be a sum
equal to 100% percent of such real estate taxes as defined hereinabove.
(B) During each year of the initial term of this Lease and any renewal
term, Lessee shall pay to Lessor at the times set forth in this paragraph
Lessee's share of Lessor's operating costs for the land and buildings of
which the leased premises are a part. Lessee's proportionate share of any
such operating costs shall be a sum equal to 100% percent of the total of
the Lessor's operating costs. Lessor's operating costs shall include,
without limitation, utilities, supplies, janitorial services, employees
wages, social security and employment insurance contributions, union
benefits, rubbish removal, snow and ice removal, maintenance and
replacement of landscaping, and premiums for public liability and property,
damage, fire, extended coverage insurance, and all costs of any kind paid
or incurred by Lessor in operating, cleaning, equipping, protecting,
lighting, repairing, replacing, heating, air conditioning and maintaining
the land and/or building of which the leased premises are a part or any
portion thereof. These Costs shall also include a reasonable reserve for
repair and replacement of equipment used in the maintenance and operation
of the building and all costs except those properly charged as a capital
expense and depreciation of the original cost of construction. Lessee shall
pay to Lessor the amount of Lessee's share of said operating costs within
thirty (30) days after written notice from Lessor.
(C) Lessee shall pay interest, at an annual rate of eighteen (18%) percent
from the date due, for any installment of rent or other payment which is
not received by Lessor within ten (10) days of said due date.
8. UTILITIES
Lessor shall provide equipment required to adequately heat the leased
premises and to cool any office areas in the leased premises for normal
uses in season. Lessee shall pay directly all charges for utilities,
including but not limited to, heat, electricity, water, and telephone, used
on the leased premises. No plumbing or electrical work of any type shall be
done without Lessor's approval and the appropriate municipal permit and
inspector's approval. Lessee hereby acknowledges that water connections are
provided by Lessor for domestic sanitary purposes only and no process water
usage shall be permitted on the leased premises.
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9. COMPLIANCE WITH LAWS
Lessee acknowledges that no trade, occupation, or activity shall be
conducted in the leased premises or use made thereof which will be
unlawful, improper, noisy or offensive or contrary to any law or any
municipal by-law or ordinance in force in the city or town in which the
premises are situated. Lessee shall keep all employees working in the
leased premises covered with Workmen's Compensation insurance, and Lessee
shall be responsible for causing the premises and any work conducted
therein to be in full compliance with the Occupational Safety and Health
Act of 1970 and any amendments thereof.
10. FIRE INSURANCE
Lessee shall not permit any use of the leased premises which will make
voidable any insurance on the property of which the leased premises are a
part or on the contents of said property or which would be contrary to any
law or regulation from time to time established by the Insurance Services
Office (or successor), local fire department or any similar body. Lessee
shall on demand reimburse Lessor and all other tenants for all additional
insurance premiums caused by Lessee's use of the premises. Lessee shall not
vacate the leased premises or permit the same to be unoccupied other during
Lessee's customary non-business days or hours.
11. MAINTENANCE
Lessor agrees to keep in good order, condition and repair the roof, (but
not the inside surface thereof), foundations and structural portions of the
premises, to the extent the same were originally constructed by Lessor,
excepting any glass in the leased premises and any condition in the
premises caused by any act or neglect of the Lessee or any employee, agent,
servant or contractor of Lessee. Without limitation, Lessor shall not be
responsible for the making of any improvements or repairs in the premises
other than as expressly provided herein. Further, Lessor shall never be
liable for any failure to make repairs which, under the provisions of this
section or elsewhere in this lease, Lessor has undertaken to make unless
Lessee has given notice to Lessor of the need to make such repairs, or of a
condition of the premises requiring repair and Lessor has failed to
commence to make such repairs within a reasonable time after receipt of
such notice. Lessee agrees to maintain at its expense all other aspects of
the leased premises in the same condition as they are at the commencement
of the term or as they may be put in during the term of this Lease, normal
wear and tear and damage by fire or other casualty only excepted, and
whenever necessary, to replace light bulbs, plate glass and other glass
therein, acknowledging
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that the leased premises are now in good order and the light bulbs and
glass whole. Lessee will properly control or vent all solvents, degreasers,
or other similar substances, and shall not cause the areas surrounding the
leased premises to be in anything other than a neat and clean condition,
depositing all waste in appropriate receptacles. Lessee shall not permit
the leased premises to he overloaded, damaged, stripped or defaced nor
suffer any waste and will not keep animals in the leased premises. Any
maintenance which is necessitated by some specific aspect of Lessee's use
of the premises shall be at Lessee's expense.
12. ALTERATIONS
Lessee shall not make any structural changes, alterations or additions to
the leased premises, but Lessee shall have the right, at its expense, from
time to time, having first obtained Lessor's written consent thereto (which
consent shall not be unreasonably withheld) to make non-structural
alterations, additions and changes in the leased premises; provided,
however, that such alterations and changes shall not injure the safety of
the structure of the leased premises, nor diminish its value and shall be
done in a good and workmanlike manner in a quality at least equal to the
present construction, and provided further that only upon Lessor's request,
Lessee, at the expiration or other termination of this Lease, shall restore
the leased premises or Lessor designated portions thereof, to their
original condition. Except as otherwise provided, upon expiration or
earlier termination of this Lease, any such alteration, addition or change
not required by Lessor to be removed shall become part of the real estate
and the property of Lessor. Maintenance of such improvements installed by
Lessee shall be Lessee's exclusive responsibility. Lessee shall not permit
any mechanic's liens or similar liens to remain upon the leased premises in
connection with work of any character performed or claimed to have been
performed at the direction of the Lessee and shall cause any such lien to
be released or removed forthwith without cost to Lessor. Lessee further
covenants and agrees to save Lessor harmless and indemnified from all
injury, loss, claims or damage to any person or property occasioned by or
arising out of any such work.
13. ASSIGNMENT OR SUBLEASING
Lessee shall not assign this Lease nor sublet or allow any other firm or
individual to occupy the whole or any part of the leased premises without
Lessor's prior written consent, which consent shall not be unreasonably
withheld. Notwithstanding any such consent, Lessee shall remain directly
and primarily liable to Lessor for the payment of all rent and the full
performance of the covenants and conditions of this Lease.
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14. SUBORDINATION
This Lease, and Lessee's interest hereunder, shall be subordinate to the
lien of any present or future mortgage or mortgages upon the leased
premises or any property of which the leased premises are a part
irrespective of the time of execution of the time or recording of any such
mortgage or mortgages. The word "mortgage" as used in this Article shall
mean mortgages, deeds of trust, and any other similar instruments in the
nature of a mortgage, and all modifications, extensions, renewals and
replacements thereof, and any and all advances thereunder. Lessee shall,
when requested, promptly execute and deliver such written instruments as
shall be necessary to show the subordination of this Lease to said
mortgages or other such instruments in the nature of a mortgage, and in any
event, Lessee hereby appoints Lessor attorney-in-fact irrevocable of Lessee
to execute, acknowledge and deliver any and all further instruments
required to affect any such subordination, if required by the holder of any
mortgage or other such instrument in the nature of a mortgage. If at any
time during the term hereof, or any extension thereof, Lessor shall hold
the demised premises as Lessee or tenant from any person, firm or
corporation owning the fee thereof, whether such leasehold or tenancy shall
come or have come into existence before, after or simultaneously with the
commencement of the term hereof, then this Lease and all the terms,
provisions and covenants herein contained shall be subject and subordinate
to such Lease (the "▇▇▇▇▇▇▇▇▇") whereby Lessor holds the leased premises,
and Lessee covenants that it will not do or permit to be done on or with
respect to the leased premises any act or anything whatsoever which may be
a violation of the terms of the ▇▇▇▇▇▇▇▇▇, and Lessee further covenants and
agrees that upon the termination of the ▇▇▇▇▇▇▇▇▇ for any reason
whatsoever, other than the voluntary unilateral act of Lessor, or the
agreement of Less and such Overlandlord, this Lease and all obligations
thereunder not then accrued shall at Lessor's sole election, cease and
determine.
15. LESSOR'S ACCESS
Lessor shall have the right to enter the leased premises at all reasonable
hours for the purpose of inspecting or making repairs to the same, and
Lessor shall also have the right to make access available at all reasonable
hours to prospective or existing mortgagees or purchasers of the leased
premises or the property of which the leased premises are a part. For a
period commencing nine (9) months prior to the expiration of the term of
this Lease, Lessor shall have reasonable access at all reasonable hours to
the leased premises for the purpose of exhibiting the same to prospective
tenants.
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16. SNOW REMOVAL
17. RUBBISH REMOVAL
18. COMMON AREAS AND PARKING
Lessee shall have the right, without additional charge, to use up to all
available parking spaces in the parking facilities provided for the leased
premises, stairs, walkways or other areas in common with the others
entitled to the use thereof for reasonable access to the leased premises.
Said parking areas plus any stairs, walkways or other common areas shall in
all cases be considered extensions of the leased premises to the extent
that they are utilized by Lessee, or Lessee's employees, visitors or
business invitees. Lessee shall not obstruct in any manner any portion of
the building or the walkways or approaches to said building and will
conform to all reasonable rules and regulations now or hereafter made by
Lessor for parking and for the care, use, or alteration of the building,
its facilities and approaches. Lessee further warrants that Lessee will not
permit any employee or visitor to violate this or any other covenant or
obligation of Lessee. No vehicle shall be stored or left in any parking
area for more than three (3) nights without Lessor's written approval.
Unregistered or disabled vehicles or storage trailers of any type may not
be parked overnight at any time. Lessee agrees to assume all expense and
risk for the towing of any misparked vehicle belonging to Lessee or
Lessee's agents, employees, business invitees or callers at any time.
Lessor shall have the right form time to time, to (A) change the size of
any common facility, (B) change the location and nature or any common
facility, (C) make, and from time to time change, reasonable rules and
regulations relating to the use of the common facilities, (D) employ police
officers to enforce such rules and regulations and to regulate the conduct
of persons using the common facilities, (E) designate specific parking
areas or other facilities or portions thereof for use by occupants of the
leased premises and their employees and agents and to change from time to
time the arrangement of parking areas, (F) temporarily close any common
facilities to make repairs or changes or to prevent the acquisition of
easements or a dedication to public use, or to discourage use of such
facilities by anyone not entitled thereto, and (G) do any other act or
thing respecting the common facilities which in Lessor's sole judgment may
be desirable to improve the convenience and utility of the common
facilities to the occupants of the premises and their customers.
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19. INDEMNIFICATION
Lessee shall save Lessor harmless and indemnified, to the extent permitted
by law, from and against any and all claims, actions, loss, damages,
liability and expense in connection with loss of life, personal injury
and/or damage to property arising out of or resulting from any occurrence
in, upon or at the leased premises or the occupancy or use by Lessee or the
leased premises or any part thereof, or anywhere, if occasioned wholly or
in part by any act, neglect, failure to perform the obligations imposed by
this Lease or any breach thereof, or omission of Lessee, its agents,
contractors, employees, servants, licensees, concessionaires, or any other
persons occupying space in the leased premises. In case Lessor shall be
made a party to any litigation commenced by or against Lessee, then Lessee
shall protect and hold Lessor harmless and indemnified from and against and
shall pay all costs, expenses and reasonable attorney's fees incurred or
paid by Lessor in connection with such litigation. Lessee agrees that
Lessor shall not be liable to Lessee or anyone claiming under Lessee for
any injury, loss or damage by or resulting from the act or negligence of
any occupant of adjoining premises, upper stories, or any other part of the
building of which the leased premises are a part.
20. LESSEE'S LIABILITY INSURANCE
During the term of this Lease and any extension thereof, Lessee, at
Lessee's own expense shall maintain or cause to be procured and maintained,
in the names of Lessor and Lessee, a policy or policies of general
liability insurance against claims and damages in connection with the
premises in amount of not less than One Million ($1,000,000.00) Dollars
with respect to injuries or deaths suffered in any one accident and in the
amount of not less than Five Hundred Thousand ($500,000.00) Dollars with
respect to damage to property. Lessee covenants and agrees that Lessee,
will upon demand, as often as reasonably requested by Lessor, furnish to
Lessor a complete list, statement and description of all insurance,
together with certificates from each insurance company issuing any thereof,
that the same is in full force and effect, that all premiums have been
paid, and that the same will not be cancelled except upon ten (10) days
written notice to Lessor by registered or certified mail, return receipt
requested.
21. FIRE, CASUALTY, EMINENT DOMAIN
Should a substantial portion of the leased premises, or of the property of
which they are a part, be substantially damaged by fire or other casualty,
or be taken by eminent domain, Lessor may elect to terminate this Lease.
When such
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fire, casualty or taking renders the leased premises unsuitable for their
intended use, a just and proportionate abatement of rent shall be made and
Lessee may elect to terminate Lease if: (A) Lessor fails to give written
notice within thirty (30) days of its intention to restore the leased
premises or (B) Lessor fails to restore the leased premises in a condition
substantially suitable for their intended use within one hundred and eighty
(180) days of said fire, casualty or taking. Lessor reserves and the Lessee
grants to Lessor all rights which the Lessee may have for damages or injury
to the leased premises for any taking by eminent domain, except for damage
to Lessee's fixtures, property or equipment.
22. BROKERAGE
Lessee warrants and represents to Lessor that Lessee has dealt with no
broker or third party with respect to this Lease and Lessee agrees to
indemnify Lessor against any brokerage claims arising by virtue of this
Lease. Lessor warrants and represents to Lessee that Lessor has employed no
exclusive agent in connection with the letting of the leased premises.
23. SIGNS
Lessee shall not erect any sign on the leased premises without the written
consent of the Lessor, and in the event of Lessor's consent, Lessee shall
only place such signs as shall be purchased directly from Lessor and shall
be of such size, style, color, and wording and in such location as Lessor
shall in its sole discretion deem necessary in order to maintain an
aesthetically pleasing appearance for the land and building of which the
leased premises are a part.
24. DEFAULT, BANKRUPTCY AND ACCELERATION OF RENT
In the event that, (A) Lessee shall be declared bankrupt or insolvent
according to law, or if any assignment shall be made of Lessee's property
for the benefit of creditors or, (B) Lessee shall default in the payment of
his security deposit or any installment of rent or of any invoice for goods
or services or other sums herein specified and such default shall continue
for ten (10) days after written notice thereof, or (C) Lessee shall default
in the observance or performance of any other of Lessee's covenants,
agreements or obligations hereunder and the effect of any such default
shall not have been cured or Lessee shall not have commenced and diligently
prosecuted the same at all times thereafter within thirty (30) days after
written notice of said default from the Lessor, or (D) Lessee vacates the
premises or permits them to be unoccupied for more than ten (10) days, then
Lessor shall have the
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right thereafter while such default continues, and without demand or
further notice, to re-enter and take complete possession of the leased
premises, to declare the term of this Lease ended and to remove Lessee's
effects without being guilty of any manner of trespass and without
prejudice to any remedies which might be otherwise used for arrears of rent
or other default or breach of covenant. Lessee shall indemnity Lessor
against all loss of rent and other payments which Lessor may incur by
reason of such termination during the remainder of the term. If Lessee
shall default, in the observance or performance of any conditions or
covenants on Lessee's part to be observed or performed under or by virtue
of any of the provisions in any Article of this Lease, Lessor, upon ten
(10) days written notice to Lessee, without being under any obligation to
do so and without thereby waiving such default, may remedy the same for the
account of and at the expense of Lessee. If Lessor pays or incurs any
obligations for the payment of money in connection therewith, including,
but not limited to, reasonable attorney's fees in instituting, prosecuting
or defending any action or proceeding, such sums paid or obligations
incurred, with interest at the rate of eighteen (18%) percent per annum and
costs, shall be paid to Lessor by Lessee as additional rent. Upon default
of this Lease by Lessee, and because the payment of rent in monthly
installments is for the sole convenience of Lessee, the entire balance of
rent which will accrue hereunder shall at the option of the Lessor become
immediately due and payable. Lessee further agrees to pay all reasonable
attorney's fees incurred by Lessor in enforcing any and all obligations of
Lessee under this Lease at any time.
25. NOTICE
All notices or other communications shall be deemed given and delivered to
the respective parties three (3) days after mailed by registered or
certified mail, postage and registration or certification charges prepaid,
addressed to the parties at the addresses set forth hereinabove, except
that either party may, by written notice to the other, designate another
address which shall thereupon become the effective address of such party
for the purposes of this paragraph.
26. OCCUPANCY
In the event that Lessee takes possession of said premises prior to the
commencement of the term of this Lease, Lessee covenants and agrees to
perform and observe all of Lessee's covenants herein from the date upon
which Lessee takes possession except its obligation for the payment of
additional rents for any period of less than one month. In the event that
Lessee remains after the agreed expiration
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date of this Lease without the written permission of Lessor, then all other
terms of this Lease shall continue to apply except that Lessee shall be
liable to Lessor for any and all loss, damages or expenses incurred by
Lessor, and rent shall be due in monthly installments at a rate of one
hundred and fifty (150%) percent of that which would otherwise be due under
this Lease, it being understood between the parties that such extended
occupancy as a tenant at sufferance is solely for the benefit and
convenience of Lessee and as such has greater value.
27. FIRE PREVENTION
Lessee agrees to use every reasonable precaution against fire and agrees to
provide and maintain approved, labelled fire extinguishers and emergency
lighting equipment within the leased premises as required or recommended by
the Insurance Services Office (or successor organization), OSHA or local
authorities.
28. OUTSIDE AREA
No goods or things of any type or description shall be held or stored
outside the leased premises at any time without the express written
approval of Lessor.
29. ENVIRONMENT
Lessee will so conduct and operate the leased premises as not to interfere
in any manner with the use and enjoyment of other portions of the same or
neighboring buildings by other by reason of odors, smells, noise,
accumulation of garbage or trash, vermin or other pests or otherwise, and
will at its expense employ a professional pest control service if
necessary. Lessee agrees to maintain efficient and effective devices for
preventing damage to heating equipment from harmful solvents, degreasers,
cutting oils, and similar substances which may be used within the premises.
No hazardous waste or chemical waste of any sort shall be stored or allowed
to remain within the leased premises at any time.
30. RESPONSIBILITY
Lessor shall not be held liable to anyone for loss or damage caused in any
way by the use, leakage or escape of water, for cessation of any service or
utility rendered customarily to said premises or buildings or agreed to by
the terms of this Lease, due to any accident, to the making of repairs,
alterations or improvements, to labor difficulties, weather conditions, or
mechanical breakdowns, to trouble or scarcity in obtaining fuel,
electricity, service or supplies from the
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sources which they are usually obtained for said building or to any cause
beyond the Lessor's immediate control.
31. SURRENDER
Lessee shall at the expiration or earlier termination of this Lease remove
all of Lessee's goods and effects from the leased premises. Lessee shall
deliver to Lessor the leased premises and all keys, locks thereto, and
other fixtures and equipment connected therewith and all alterations
additions and improvements made to or upon the leased premises except those
requested by Lessor to be removed including, but not limited to, any
offices, partitions, plumbing and plumbing fixtures, air conditioning
equipment and duct work of any type, exhaust or heaters, water coolers,
burglar alarms, telephone wiring, air or gas distribution piping,
compressors, overhead cranes, hoists, trolleys or conveyors, counters or
sides attached to the walls or floors and all electrical work, including
but not limited to lighting fixtures of any type, wiring conduits,
distribution panels, bus ducts, raceways, outlets and disconnects. Lessee
shall deliver the leased premises in a clean and neat order and in the same
condition as they were at the commencement of the term, or as they were put
in during the term hereof, reasonable wear and tear and damage by fire or
other casualty only excepted. In the event of Lessee's failure to remove
any and of Lessee's property from the leased premises, Lessor is hereby
authorized, without liability to Lessee for loss or damage thereto, and at
the sole risk of Lessee, to remove and store any such property at Lessee's
expense, or to retain the same under Lessor's control, or to sell at public
or private sale, without notice, any or all of the property not so removed
and to apply the net proceeds from such sale to the payment of any sum due
hereunder, or to destroy such property which shall be conclusively deemed
to have been abandoned.
32. WAIVER
One or more waivers of any covenant, condition or agreement contained
herein shall not be construed as a waiver of a further breach of the same
covenant, condition or agreement or of any other covenant, condition or
agreement, and a consent or approval by one party to any act by the other
such consent or approval shall not be deemed a waiver or render unnecessary
consent or approval to any subsequent similar act.
33. NO ABATEMENT OF RENT
The obligation of Lessee to make all payments of rent and any additional
rent in the form of real estate taxes, operating costs or otherwise shall
be absolute and
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unconditional and shall not be subject to set off, recoupment or
counterclaim, except as expressly set forth herein.
34. BENEFIT
All covenants, agreements, conditions and undertakings under this Lease
shall extend to and be binding upon the legal representatives, successors
and assigns of the respective parties hereto.
35. GENERAL
(A) Every term and provision of this Lease shall be deemed of the essence
and every breach thereof material to the Lessor.
(B) All representations, warranties and agreements of the parties in this
Lease shall be deemed special, unique and extraordinary, and any breach
thereof by the parties shall be deemed to cause the other party irreparable
injury not properly compensable by damages in an action of law, and the
rights and remedies of the parties hereunder may therefore be enforced both
at law and in equity, by injunction or otherwise.
(C) All rights and remedies of each party shall be cumulative, and not
alternative, in addition to and not exclusive of any other right or remedy
to which such party may be lawfully entitled in case of any breach or
threatened breach of any terms or provisions herein except as otherwise
expressly provided herein.
(D) The rights and remedies of each party shall be continuing and not
exhausted by any one or more uses thereof, and may be exercised at any time
or from time to time and as often as may be expedient; and any option or
election to enforce any such right or remedy may be exercised or changed at
any time or from time to time.
(E) This Lease sets forth the entire agreement by the parties, and no
custom, act, forebearance, or words of silence at any time, gratuitous or
otherwise, shall impose any additional obligation or liability upon either
party or waive or release either party from any default or from the
performance or fulfillment of any obligation or liability, or operate as
against either party as a supplement, alteration, amendment or change of
any term or provision set forth herein, including this clause, unless set
forth in a written instrument duly executed by such party expressly stating
that it is intended to impose such an additional obligation or liability or
to constitute such a waiver or
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release, or that it is intended to operate as such a supplement,
alteration, amendment or change.
(F) If any term or provision of this Lease or the application thereof to
any person, property or circumstance shall to any extent be invalid or
unenforceable, the remaining terms and provision shall not be affected
thereby, and each term and provision or this Lease shall be valid and
enforceable to the fullest extent permitted by law.
(G) The various headings of this Lease Agreement are inserted for
convenience only and shall not affect the meaning or interpretation or this
Agreement or any provision hereof.
(H) This Lease shall be construed in accordance with the laws of the State
of New Hampshire.
36. OPTION TO RENEW
In the event that Lessee is not in default of any of the provisions of this
Lease at the time of its exercise of the option hereunder and for the
period of time continuing to the expiration of the initial term or the
renewal term, if any, the Lessee shall have the right and option to extend
the Lease for one (1) additional term of two (2) years each by giving
written notice of its desire to so extend this Lease two hundred and
seventy (270) days at least prior to the expiration of the initial term or
any such renewal term. Upon the giving of any such notice, the term of this
Lease shall automatically be extended for an additional period of two (2)
years without the necessity for the execution of any other instrument in
confirmation thereof. Lessor and Lessee shall execute and deliver any such
instrument in recordable form as either may reasonably request for the
purpose of confirming this Lease and the exercise of any such extension
right. Except for the rights of extension which have theretofore been
exercised and the rent payable during any such extension period, any such
extension shall be upon all of the same terms, conditions and provisions
herein contained. References in this Lease to the term hereof shall be
deemed to include any renewal term for which the original term may be so
extended. The base rent due and payable by Lessee during any such renewal
term shall be in an amount as shall be mutually agreed upon by Lessor and
Lessee prior to the commencement of said renewal term.
37. RULES AND REGULATIONS
Lessee agrees to comply with the rules and regulations set forth in the
Exhibit attached to this Lease (as tho same may be amended from time to
time) as to the use and/or occupancy of the leased premises and land and
buildings of which the
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same form a part, and the same are incorporated by reference herein and
made a part of this Lease.
38. NOTICE TO VACATE
Lessee will, in writing, give Lessor notice to vacate said premises within
sixty (60) days prior to expiration of lease.
If written notice is not received by Lessor within sixty (60) days prior to
expiration of lease, Lessee will be responsible for monthly rental payments
for sixty (60) days after Lessor has received such notice to vacate
premises.
IN WITNESS WHEREOF, the Lessor and Lessee have caused these presents to be
executed on this 16th day of April 1996, intending this document to take effect
as a sealed instrument.
LESSOR:
/s/ ▇▇▇▇▇▇ ▇. York /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- --------------------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager
▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Holdings Limited Liability
Company
LESSEE:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------- --------------------------------
Witness
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Witness
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RULES AND REGULATIONS EXHIBIT
1. In the event that Lessee shall desire to place any shades, coverings,
decorations, or the like upon any windows in the leased premises, Lessee
shall only utilize vertical blinds for such purposes, which blinds shall
first be approved by Lessor, said approval not to be unreasonably withheld.
2. Lessee hereby acknowledges that Lessor maintains high pressure sodium
lights on or about the leased premises which provide exterior lighting for
the safety and convenience of all of the Lessor's tenants and a portion of
said high pressure sodium lights are regulated by circuit breakers located
within the leased premises. Lessee shall not, at any time during this Lease
or any extension thereof, in any manner interfere with the automatic on/off
device for said high pressure sodium lights nor shall Lessee at any time
interfere with the electricity being provided to said lights or place the
circuit breakers within the leased premises in such a position as to
prevent electricity from being provided to said lights.
3. Lessee shall not obstruct any pedestrian walks, entrances, or exits to the
building in which the leased premises are situated, or any common areas or
facilities, with anything, or in any manner whatsoever, and shall not
obstruct any and all entrances, exits curb cuts, or walks serving the land
and building of which the leased premises are a part, nor create or suffer
any hazardous condition therein or thereon.
4. Lessee shall not leave, place, or dispose of any litter, refuse, garbage,
or thing outside the leased premises other than garbage or refuse in
containers or receptacles expressly designated by Lessor for that purpose,
as and where so designated. All refuse and garbage shall be removed by
Lessor from the leased premises and deposited and disposed of in
containers, in a manner and at times acceptable to Lessor.
5. Receiving, shipping, loading, and unloading by Lessee shall be done at the
loading dock or docks serving the leased premises, and Lessee, and its
employees, agents or invitees shall exercise due care and safety
precautions with respect to the same.
6. Lessee shall not conduct, advertise or suffer the occurrence of any auction
sale, bankruptcy sale, going out of business sale, distress sale, or the
like at the leased premises or at the land and buildings of which the
leased premises are a part.
7. Lessee shall keep the leased premises clean and free of refuse at all
times, shall paint the interior of the leased
premises when reasonably necessary, and shall use pest extermination as and
when required and whenever Lessor shall direct.
8. Lessor shall comply with all applicable laws and governmental authorities
regarding the use and occupancy of the leased premises as said laws may for
time to time appear and/or be amended.
9. Lessee shall keep and maintain temperatures at the leased premises
sufficiently high to prevent freezing of, or interference with, any flow in
pipes in, at, and about the leased premises.
10. Lessee shall not attach, display, or maintain on the outer walls, doors,
windows, or roof of the leased premises or the building of which the same
from a part, any sign, awning, aerial, lettering matter or thing of any
time without Lessor's prior written consent which consent shall not be
unreasonably withheld. In the event Lessor grants approval to Lessee for
the display or erection of any sign, display or lettering, Lessee shall
maintain and keep the same in good repair, good appearance and good working
order at all times and make all replacements thereto as and when required
to keep the same in such condition.
11. Lessee shall not use any sound device which shall be deemed objectionable
to Lessor or other tenants, including, but not limited to loud speakers,
microphones, transmitters, amplifiers, or phonographs, which sounds can be
heard from outside of the leased premises.
12. Lessee shall not do anything which may damage the personal property of any
business or occupant at the building in which the leased premises are
located or any part thereof, or be a nuisance to other tenants located
therein.
13. The plumbing facilities, drains and lines in or about the leased premises
shall not be used by Lessee or anyone under its control for any purpose any
than that for which they were constructed, nor shall Lessee put (or dispose
of) any foreign substance therein of a kind other than that for which such
facility was specifically designed, or permit such event to occur; and all
costs and expenses of repairing, replacing or restoring said facilities or
equipment by reason of any breakage, stoppage, or damage resulting from a
violation of this provision shall be borne by Lessee.
14. Lessee shall not burn any trash or garbage of any kind in or about the
leased premises, the building and land of which leased premises are a part,
or within one thousand feet of the outside property lines of said land and
building.
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15. Lessee shall not use nor suffer the use of the respective portions of the
land of which leased premises are a part for any purposes other than those
designated by Lessor, to wit: parking areas for parking of vehicles used in
the business conducted in the leased premises, employee parking, and
parking for business invitees; loading docks for the loading and unloading
of vehicles transporting material or equipment to or from the leased
premises; and curb cut and turn around areas for the unobstructed passage
of vehicles of and from said areas.
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