EXHIBIT 10.21
LICENSE AGREEMENT
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LICENSE AGREEMENT (referred to herein as the "Agreement" or "License
Agreement") made as of the 1st day of August, 1998, between ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Company, a New York partnership having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, as Licensor (referred to herein as "Licensor"), and N2K, Inc., a
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Delaware corporation, having an office at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇,
as Licensee (referred to herein as "Licensee").
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WITNESSETH:
WHEREAS:
1. Licensor is the owner of the Building (referred to herein as the
"Building") known as ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ located in the Borough of Manhattan, City,
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County and State of New York;
2. Licensee desires to license and use a portion of the seventh
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(7th) floor of the Building as general offices; and
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3. Licensor is willing to license such space to License and Licensee
is willing to enter into such license all under the terms, covenants and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties agree as follows:
FIRST: (A) Licensor does hereby grant to Licensee upon the terms
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and conditions of this License Agreement a license to use a portion of the
seventh (7th) floor in the Building known as Unit 7A which is delineated by the
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outlining and crosshatched markings on the floor plan annexed hereto and made a
part hereof as Exhibit 1 (referred to as "Licensed Space"). The license granted
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hereunder shall be on a month to month basis (referred to herein as the "License
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Term") to commence on August 1, 1998 (such date is referred to herein as the
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"License Commencement Date") and to end on the last day of any calendar month,
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unless such License Term shall sooner cease and expire pursuant to any of the
terms or conditions of this License Agreement or pursuant to law (the date on
which the License Term shall end is sometimes referred to herein as the "License
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Termination Date"). Licensee waives any right to recover any damages which may
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result from Licensor's failure to deliver possession of the Licensed Space to
Licensee on the License Commencement Date. The License granted to Licensee
hereunder shall only apply to the Licensed Space, and Licensee shall have no
rights to or in any part of the Building except the Licensed Space.
(B) (1) MUTUAL TERMINATION OPTION: Either party hereto shall
have the right to terminate this License as of the last day (which day is
referred to as the "Earlier Termination Date") of any calendar month by notice
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to the other party exercising such right at least thirty (30) days prior to the
Earlier Termination Date. Time is of the essence with respect to the giving of
such notice. Neither party shall have the right to give such notice less than
thirty (30) days prior to the proposed Earlier Termination Date, and any notice
given less than thirty (30) days prior to the proposed Earlier Termination Date
purporting to exercise such option shall be void and of no force or effect.
Such notice of termination shall be given in accordance with the provisions of
Article EIGHTEENTH. Notwithstanding the giving of such notice of termination,
both parties shall comply with all of the terms, covenants and conditions of
this License on such party's part to be observed and performed, including,
without limitation, the covenant by Licensee to pay the License Fee and all
other charges and sums due under the License, for all periods through and
including the Earlier Termination Date. In the event either party shall give
any such notice of termination pursuant to the provisions hereof and shall
otherwise comply with the conditions of the exercise of such party's right to
terminate this License, this License shall come to an end and expire on the
Earlier Termination Date, unless sooner terminated pursuant to any other term,
covenant or condition of this License or pursuant to law.
(2) Upon request of either party, from time to time, the
other party will execute and deliver to the requesting party an instrument, in
form reasonably satisfactory to such requesting party, stating that the other
party has not exercised the right of termination contained herein or that either
party has exercised the right of termination contained herein, as the case may
be. Failure of either party to request the execution and delivery of such
instrument or failure of either party to execute such instrument, however, shall
not vitiate the foregoing provisions hereof.
SECOND: LICENSE FEE: (1) Licensee shall pay to Licensor an annual
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minimum license fee of Sixty-six Thousand Eight Hundred Fifty-two and 00//100
($66,852.00) Dollars (referred to herein as the "License Fee"). Such License
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Fee shall be payable in equal installments each in the sum of Five Thousand Five
Hundred Seventy-one and 00/100 ($5,571.00) Dollars in advance on the first (1st)
day of each month of the License Term without prior demand therefor and without
any offset of deduction whatsoever. The License Fee if applicable, shall be
collectable in the same manner as rent and Licensor shall have all of the rights
and remedies at law to collect same and shall be paid in lawful money of the
United States.
(2) Upon execution and delivery of this
License Agreement, Licensee shall pay to Licensor the sum of Five Thousand Five
Hundred Seventy-one and 00/100 ($5,571.00) Dollars as the License Fee for the
first (1st) full month of the License Term.
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THIRD: LICENSED SPACE USE: (A) The Licensed Space shall be used
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by Licensee solely for general offices and for no other purpose. Licensee
acknowledges and agrees that no representations have been made to Licensee with
respect to the use, if any, to which the License Space may be put.
(B) Licensee shall not use or occupy, or permit the use or
occupancy of the Licensed Space or any part thereof, for any purpose other than
the purpose specifically set forth in Paragraph A of this Article THIRD, or in
any manner which, in Licensor's judgment, (a) shall adversely affect or
interfere with (i) any services required to be furnished by Licensor to Licensee
or to any other tenant or occupant of the Building, or (ii) the proper and
economical rendition of any such service, or (iii) the use or enjoyment or any
part of the Building by any other tenant or occupant, or (b) tend to impair the
character or dignity of the Building. Without limiting the aforesaid, Licensee
shall conduct its business and control its agents, employees, invitees and
visitors in such manner as not to create any nuisance, or interfere with, annoy
or disturb Licensor or any tenant, Licensee, user or occupant of the Building.
FOURTH: ALTERATIONS. Licensee shall not make any changes,
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additions, improvements, alterations or other physical changes to the Licensed
Space, the Building or any portions thereof, or any of the systems therein or
thereon (referred to collectively as "Alterations" and singly as an
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"Alteration") without the prior written consent of Licensor in each instance,
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and in the event that Licensor grants such consent, such Alteration shall be
made in compliance with all Legal Requirements and performed in a manner and at
such times as Licensor reasonably designates and such Alterations or
installations shall not, in any event, interfere with the use and operation of
the Building by Licensor or any tenant, licensee, occupant or user thereof.
Without limiting the aforesaid, Licensee agrees that (a) prior to any
Alterations by Licensee or the installation of any of Licensee's equipment in
the Licensed Space, Licensee shall submit detailed plans and specifications of
the planned Alteration or installation to Licensor for Licensor's approval,
provided that in no event will Licensor's approval of such plans be deemed a
representation that they comply with applicable Legal Requirements, and will not
cause interference with communication operations of Licensor, or any tenant,
licensee, user or occupant of the Building and any such Alterations shall be
made only in accordance with the plans and specifications approved by Licensor,
(b) all contractors performing any Alterations, modification or maintenance work
on behalf of Licensee at the Licensed Space or in the Building shall be subject
to the prior written approval of Licensor prior to the commencement of such
work, which approval shall not be unreasonably withheld. In the event Licensor
or its agents employ any independent architect or engineer to examine any plans
or specifications submitted by Licensee to Licensor in connection with any
proposed Alteration, Licensee agrees to pay to Licensor a sum equal to any
reasonable fees incurred by Licensor in connection therewith. Nothing in this
License Agreement shall be construed in any way as constituting the consent or
request of Licensor, express or implied, by inference or otherwise, to any
contractor, subcontractor, laborer or materialmen, for the performance of any
labor or the furnishing of any material for any specific Alteration to, or
repair of, the Licensed Space, the Building, or any part thereof. Any
mechanic's or other lien filed against the Building, or the real property on
which the Building is situated, for work claimed to have been done for, or
materials claimed to have been furnished to, Licensee or any person claiming
through or under
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Licensee or based upon any act or omission or alleged act or omission of
Licensee or any such person shall be discharged by Licensee (by bond or
otherwise) at Licensee's sole cost and expense, within twenty (20) days after
the filing of such lien.
FIFTH: REPAIRS AND MAINTENANCE: Licensee shall, at its sole cost
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and expense, maintain and take good care of (i) the Licensed Space and all
fixtures, installations and appurtenances contained therein and (ii) Licensee's
personal property and equipment, personal property and all replacements and
additions thereto and Licensee shall make all repairs, structural or otherwise,
foreseen or unforeseen as and when needed to keep the Licensed Space, and
Licensee's personal property and equipment in good order and repair. Licensor
shall have no obligation to maintain, repair, operate or safeguard Licensee's
equipment.
SIXTH: UTILITIES AND SERVICES: (A) Except as hereinafter expressly
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provided, Licensor shall have no obligation to provide any utilities, including
electrical service, to the Licensed Space or for the operation of Licensee's
equipment and Licensor makes no representation as to the availability of such
utilities.
(B) (1) Prior to the License Commencement Date, Licensor, at
Licensor's expense, shall have installed a submeter or submeters in the Licensed
Space to measure Licensee's actual consumption of electricity in the entire
Licensed Space. Licensee shall pay to Licensor, from time to time, upon demand,
for the electricity consumed in the Licensed Space, as determined by a submeter
or submeters installed herein, the actual cost to Licensor of purchasing
electricity for the Licensed Space (as such actual cost is hereinafter defined)
plus all applicable taxes thereon. Licensor's actual cost for Licensee's KW and
KWH shall be determined by the application of the Building's electric rate
schedule per month from the corporation(s) and/or other entity(ies) selected by
Licensor to supply electrical service to the Building to Licensee's usage. With
respect to any period when any such submeter is not in good working order,
Licensee shall pay Licensor for electricity consumed in the portion of the
Licensed Space served by such submeter at the rate paid by Licensee to Licensor
during the most recent comparable period when such submeter was in good working
order. Licensee shall take good care of any such submeter and all submetering
installation equipment, at Licensee's sole cost and expense, and make all
repairs thereto occasioned by any acts, omissions or negligence of Licensee or
any person claiming through or under Licensee as and when necessary to insure
that any such submeter is, at all times during the License Term, in good working
order.
(2) With respect to the period (referred to as the "Interim
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Period"), if any, from the License Commencement Date through the date
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immediately prior to the date upon which the submeter or submeters shall be
operable, Licensee shall pay to Licensor monthly, on demand of Licensor, for the
electricity consumed in the Licensed Space, a sum equal to one-twelfth (1/12th)
of the product of (x) $1.50 multiplied by (y) 2,476. With respect to any period
during the Interim Period constituting less than a full calendar month, the
monthly payment referred to in the preceding sentence shall be approximately
prorated.
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(3) Licensee acknowledges that the Building heating,
ventilating and air conditioning system unit serving the floor of the Building
on which the Licensed Space is located (referred to herein as the "Floor HVAC
Unit") shall not be connected to the submeter(s) serving the Licensed Space,
but, instead, shall be connected to a separate meter(s) measuring the electrical
energy consumed by such Floor HVAC Unit. Accordingly, Licensee agrees that
during the License Term, Licensee shall pay to Licensor, from time to time upon
demand of Licensor and submission by Licensor to Licensee of invoices or bills
therefor 10.44% percent (hereinafter "Licensee's Electrical Share") of all
amounts shown on said separate meter(s) for such Floor HVAC Unit.
(4) Licensee acknowledges that the light and power system
serving the public areas of the floor of the Building on which the Licensed
Space is located (referred to herein as the "Floor Public Light and Power")
shall not be connected to the submeter(s) serving the Licensed Space but,
instead, shall be connected to a separate meter(s) measuring the electrical
energy consumed by such Floor Public Light and Power. Accordingly, Licensee
agrees that during the License Term, Licensee shall pay to Licensor, from time
to time upon demand of Licensor and submission by Licensor to Licensee of
invoices or bills therefor, Licensee's Electrical Share of all amounts shown on
said separate meter(s) for such Floor Public Light and Power.
(5) If either the quantity or character of electrical
service is changed by the corporation(s) and/or other entity(ies) selected by
Licensor to supply electrical service to the Building or is no longer available
or suitable for Licensee's requirements, no such change, unavailability or
unsuitability shall constitute an actual or constructive eviction, in whole or
in part, or entitle Licensee to any abatement or diminution of any fees or sums
due Licensor from Licensee under this License Agreement, or relieve Licensee
from any of its obligations under this License Agreement, or impose any
liability upon Licensor, or its agents, by reason of inconvenience or annoyance
to Licensee, or injury to or interruption of Licensee's business or otherwise.
Licensee covenants that at no time shall the use of the electrical energy in the
Licensed Space exceed the capacity of the existing feeders or risers or wiring
installations then serving the Licensed Space.
(6) Licensor shall provide an electrical load of four (4)
▇▇▇▇▇ per square foot of rentable area demand load to the Licensed Space. The
foregoing shall be exclusive of the electrical power for the Building HVAC
systems.
(C) As long as Licensee is not in default under any of the
terms, covenants or conditions of this Agreement on Licensee's part to be
observed and performed, Licensor, at Licensor's expense, shall furnish heat to
the Licensed Space, as and when required by law, from 8:00 A.M. to 6:00 P.M. on
business days and on Saturdays from 8:00 A.M. to 1:00 P.M.
(D) As long as Licensee is not in default under any of the
terms, covenants or conditions of this Agreement on Licensee's part to be
observed or performed, Licensor, at Licensor's expense, shall furnish and
distribute to the Licensed Space (i) conditioned air at reasonable temperatures,
pressures and degrees of humidity and in reasonable volumes and velocities, from
8:00 A.M. to 6:00 P.M. on business days and on
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Saturdays from 8:00 A.M. to 1:00 P.M. during the months of May, June, July,
August, September and October when required for the comfortable occupancy of the
Licensed Space; and (ii) mechanical ventilation through the Building air
conditioning system on 8:00 A.M. to 6:00 P.M. on business days and on Saturdays
from 8:00 A.M. to 1:00 P.M. throughout the year, except when conditioned air or
heat is being furnished. Notwithstanding the foregoing provisions of this
Article SIXTH, Licensor shall not be responsible if the normal operation of the
Building air conditioning system shall fail to provide conditioned air at
reasonable temperatures, pressures or degrees of humidity or in reasonable
volumes or velocities in any portions of the Licensed Space (a) which, by reason
of any machinery or equipment installed by or on behalf of Licensee or any
person claiming through or under Licensee, shall have an electrical load in
excess of four (4) ▇▇▇▇▇ per square foot of usable area for all purposes
(including lighting and power), or which shall have a human occupancy factor in
excess of one person per 100 square feet of usable area (the average electrical
load and human occupancy factors for which the Building air conditioning system
is designed) or (b) because of any rearrangement of partitioning or other
Alterations made or performed by or on behalf of Licensee or any person claiming
through or under Licensee. Whenever said air conditioning system is in
operation, Licensee agrees to cause all the windows in the Licensed Space to be
kept closed and to cause the venetian blinds in the Licensed Space to be kept
closed if necessary because of the position of the sun. Licensee agrees to cause
all the windows in the Licensed Space to be closed whenever the Licensed Space
is not occupied. Licensee shall cooperate fully with Licensor at all times and
abide by all regulations and requirements which Licensor may reasonably
prescribe for the proper functioning and protection of the air conditioning and
ventilating system. In addition to any and all other rights and remedies which
Licensor may invoke for a violation or breach of any of the foregoing provisions
of this Paragraph (D), Licensor may discontinue heating, air conditioning and
ventilating service during the period of such violation or breach, and such
discontinuance shall not constitute an actual or constructive eviction, in whole
or in part, or entitle Licensee to any abatement or diminution of rent, or
relieve Licensee from any of its obligations under this Agreement, or impose any
liability upon Licensor, or its agents, by reason of inconvenience or annoyance
to Licensee, or injury to or interruption of Licensee's business, or otherwise.
(E) (1) As long as this License Agreement is in full force and
effect and provided Licensee shall keep the Licensed Space in order, Licensor,
at Licensor's expense, shall cause the office areas of the Licensed Space to be
cleaned in a manner consistent with the standards and practices adopted by
Licensor for the Building, and shall cause Licensee's ordinary office waste
paper refuse to be removed. Licensee shall cooperate with any waste and garbage
recycling program of the Building and shall comply with all reasonable rules and
regulations of Licensor with respect thereto. Licensee acknowledges that
Licensor's obligation to cause the office areas of the Licensed Space to be
cleaned excludes any portion of the Licensed Space not used as office areas
(e.g., storage, mail and computer areas, private lavatories and areas used for
the storage, preparation service or consumption of food or beverages). Licensee
shall pay Licensor at Building standard rates or, if there are no such rates, at
reasonable rates, for the removal of any of Licensee's refuse or rubbish, other
than ordinary office waste paper refuse, from the Building, and Licensee, at
Licensee's expense, shall cause all portions of the Licensed Space used for the
storage, preparation service or consumption of food or beverages to be cleaned
daily in a manner
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satisfactory to Licensor, and to be exterminated against infestation by vermin,
roaches or rodents regularly and, in addition, whenever there shall be evidence
of any infestation.
(2) Licensee acknowledges and is aware that the cleaning
services required to be furnished by Licensor pursuant to this Section may be
furnished by a contractor or contractors employed by Licensor and agrees that
Licensor shall not be deemed in default of any of its obligations under this
Agreement unless such default shall continue for an unreasonable period of time
after notice from Licensee to Licensor setting forth the specific nature of such
default.
(F) As long as Licensee is not in default under any of the
terms, covenants or conditions of this Agreement on Licensee's part to be
observed and performed, Licensor, at Licensor's expense, shall furnish necessary
passenger elevator facilities twenty-four (24) hours per day on business days
and on from Saturdays 8:00 A.M. to 6:00 P.M. and shall have a passenger elevator
subject to call at all other times. Licensee shall be entitled to the non-
exclusive use of the freight elevator in common with other tenants and occupants
of the Building from 8:00 A.M. to 6:00 P.M. on business days, subject to such
reasonable rules as Licensor may adopt for the use of the freight elevator. At
any time or times all or any of the elevators in the Building may, at Licensor's
option, be automatic elevators, and Licensor shall not be required to furnish
any operator service for automatic elevators. If Licensor shall, at any time,
elect to furnish operator service for any automatic elevators, Licensor shall
have the right to discontinue furnishing such service with the same effect as if
Licensor had never elected to furnish such service.
SEVENTH: CONDITION OF THE LICENSEE SPACE. Licensee shall take the Licensed
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Space in the condition that the Licensed Space shall be in on the License
Commencement Date "as is". Licensor shall have no obligation to do any work or
perform any installations in order to prepare the Licensed Space for Licensee's
occupancy.
EIGHTH: END OF LICENSE TERM. Licensee shall vacate the Licensed Space
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upon the License Termination Date broom clean and in good order and in the same
condition that the Licensed Space existed on the License Commencement Date,
ordinary wear excepted, and Licensee shall, on or prior to the License
Termination Date, remove all of Licensee's personal property and all other
property and effects of Licensee and all persons claiming through or under
Licensee from the Licensed Space and the Building and Licensee shall repair all
damage to the Licensed Space and the Building occasioned by such removal.
Licensor shall have the right to retain any property and effects of Licensee or
such person which shall remain in the Licensed Space after the License
Termination Date and any net proceeds from the sale thereof, without waiving any
of Licensor's rights with respect to any "Event of Default" (as hereinafter
defined) by Licensee. Licensee hereby expressly waives for itself and for any
person claiming through or under Licensee any rights which Licensee or any such
person may have under the provisions of Section 2201 of the New York Civil
Practice Law and Rules or any successor law of like import then in force in
connection with any holdover summary proceedings which Licensor may institute to
enforce the
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foregoing provisions of this Article EIGHTH. If the date upon which the License
Term shall expire, terminate or end shall fall on a Sunday or holiday, then
Licensee's obligations under the first sentence of this Article EIGHTH shall be
performed on or prior to the Saturday or business day immediately preceding such
Sunday or holiday. Licensee's obligations under this Article EIGHTH shall
survive the License Termination Date.
NINTH: ASSIGNMENT AND SUBLETTING: (1) Licensee may not assign or
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transfer this License Agreement, or the License granted hereunder, without the
prior written consent of Licensor in each instance, which consent Licensor may
withhold in its sole discretion. The sale, pledge, transfer or other alienation
of (a) any of the issued and outstanding capital stock of any corporate Licensee
(unless such stock is publicly traded on a recognized security exchange or over-
the-counter market) or (b) any interest in any partnership or joint venture of
Licensee, however accomplished, and whether in a single transaction or in a
series of related and/or unrelated transactions, resulting in a change of more
than forty-nine (49%) percent of the then issued and outstanding capital stock
of any corporate Licensee (unless such stock is publicly traded on a recognized
security exchange or over-the-counter market) or any interest in any partnership
or joint venture of Licensee, however accomplished, and whether in a single
transaction or in a series of related/unrelated transactions, shall be deemed,
for the purposes of this Article NINTH, as an assignment of this License and
Licensee's rights granted hereunder which shall require the prior consent of
Licensor in each instance. Licensee shall not be permitted to sublicense the
Licensed Space without the prior written consent of Licensor which consent
Licensor may withhold at its sole discretion.
(2) As long as Licensee is not in default under any of
the terms, covenants or conditions of this License on Licensee's part to be
observed and performed beyond applicable notice and cure periods, Licensee shall
have the right without the prior consent of Licensor, to permit the use or
occupancy of, all or any part of the Licensed Space by any subsidiary or
affiliate of Licensee named herein for the use permitted in this License only
for such period as it shall remain such subsidiary or affiliate. For the
purposes of this Article: (a) a "subsidiary" of Licensee named herein shall mean
any corporation not less than fifty-one (51 %) percent of whose outstanding
voting stock at the time shall be owned by Licensee named herein, and (b) an
"affiliate" of Licensee named herein shall mean any corporation, partnership or
other business entity which controls or is controlled by, or is under common
control with Licensee named herein. For the purpose of the definition of
"affiliate" the word "control" (including, "controlled by" and "under common
control with") as used with respect to any corporation, partnership or other
business entity, shall mean the possession of the power to direct or cause the
direction of the management and policies of such corporation, partnership or
other business entity, whether through the ownership of voting securities or
contract. However, no such use and occupancy shall be valid unless, Licensee
shall give prompt notice to Licensor of any such use or occupancy of all or any
part of the Licensed Space and such use or occupancy shall be subject and
subordinate to all of the terms, covenants and conditions of this License. No
such use or occupancy shall operate to vest in the user or occupant any right or
interest in this License or the Licensed Space.
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(3) Licensor shall have the right to freely transfer
and assign, in whole or in part, all its rights and obligations hereunder and in
the Building and no further liability or obligation shall thereafter accrue
against Licensor.
TENTH: LICENSOR ACCESS. (A) (1) Licensor and its agents shall have
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the following rights in and about the Licensed Space: (i) to enter the Licensed
Space at all times to examine the Licensed Space or for any of the purposes set
forth in this Article TENTH or for the purpose of performing any obligation of
Licensor under this License Agreement or exercising any right or remedy reserved
to Licensor in this License Agreement, or complying with any Legal Requirement
which Licensor is obligated to comply with hereunder, and if Licensee, its
officers, partners, agents or employees shall not be personally present or shall
not open and permit an entry into the Licensed Space at any time when such entry
shall be necessary or permissible, to use a master key or to forcibly enter the
Licensed Space; (ii) to erect, install, use and maintain pipes, ducts and
conduits in and through the Licensed Space; (iii) to exhibit the Licensed Space
to others; (iv) to make such decorations, repairs, alterations, improvements or
additions, or to perform such maintenance, including, but not limited to, the
maintenance of all heating, air conditioning, ventilating, elevator, plumbing,
electrical, telecommunication and other mechanical facilities, as Licensor may
deem necessary or desirable; (v) to take all materials into and upon the
Licensed Space that may be required in connection with any such decorations,
repairs, alterations, improvements, additions or maintenance; and (vi) to alter,
renovate and decorate the Licensed Space at any time during the License Term if
Licensee shall have removed all or substantially all of Licensee's property from
the Licensed Space. The lessors under any superior lease and the holders of any
mortgage shall have the right to enter the Licensed Space from time to time
through their respective employees, agents, representatives and architects to
inspect the same or to cure any default of Licensor or Licensee relating
thereto. Licensor shall have the right, from time to time, to change the name,
number or designation by which the Building is commonly known which right shall
include, without limitation, the right to name the Building after any tenant of
the Building.
(2) Supplementing the provisions of this Paragraph A
above, Licensor, agrees that, except in cases of emergency, any entry upon the
Licensed Space shall be made at reasonable times, and only after reasonable
advance notice (which may be mailed, delivered or left at the Licensed Space,
notwithstanding any contrary provisions of this Agreement), and any work
performed or installations made by Licensor shall be made with reasonable
diligence and any such entry, work or installations shall be made in a manner
designed to minimize interference with Licensee's normal business operations
(however, nothing contained in this Section shall be deemed to impose upon
Licensor any obligation to employ contractors or labor at so-called overtime or
other premium pay rates).
(B) LICENSOR'S RESERVATION OF RIGHTS TO PORTIONS OF THE
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BUILDING: All parts (except surfaces facing the interior of the Licensed Space)
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of all walls, windows and doors bounding the Licensed Space (including exterior
Building walls, core corridor walls, doors and entrances), all balconies,
terraces and roofs adjacent to the Licensed Space, all space in or adjacent to
the Licensed Space used for shafts, stacks, stairways,
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chutes, pipes, conduits, ducts, fan rooms, heating, air conditioning,
ventilating, plumbing, electrical, telecommunication and other mechanical
facilities, closets, service closets and other Building facilities, and the use
thereof, as well as access thereto through the Licensed Space for the purposes
of operation, maintenance, alteration and repair, are hereby reserved to
Licensor. Licensor also reserves the right at any time to change the arrangement
or location of entrances, passageways, doors, doorways, corridors, elevators,
stairs, toilets and other public parts of the Building, provided any such change
does not permanently and unreasonably obstruct Licensee's access to the Licensed
Space. Nothing contained in this Article TENTH shall impose any obligation upon
Licensor with respect to the operation, maintenance, alteration or repair of the
Licensed Space or the Building.
(C) ACCESS TO THIRD PARTIES: Licensor and its agents shall have
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the right to permit access to the Licensed Space, whether or not Licensee shall
be present, to any receiver, trustee, assignee for the benefit of creditors,
sheriff, marshal or court officer entitled to, or reasonably purporting to be
entitled to, such access for the purpose of taking possession of, or removing,
any property of Licensee or any other occupant of the Licensed Space, or for any
other lawful purpose, or by any representative of the fire, police, building
sanitation or other department of the City, State or Federal Governments.
Neither anything contained in this Article TENTH, nor any action taken by
Licensor under this Paragraph (C), shall be deemed to constitute recognition by
Licensor than any person other than Licensee has any right or interest in this
License Agreement or the Licensed Space.
(D) NO ACTUAL OR CONSTRUCTIVE EVICTION: The exercise by
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Licensor or its agents or by the lessor under any superior lease or by the
holder of any mortgage of any right reserved to Licensor in this Article TENTH
shall not constitute an actual or constructive eviction, in whole or in part, or
entitle Licensee to any abatement or diminution of rent, or relieve Licensee
from any of its obligations under this License Agreement, or impose any
liability upon Licensor, or its agents, or upon any lessor under any superior
lease or upon the holder of any such mortgage, by reason of inconvenience or
annoyance to Licensee, or injury to or interruption of Licensee's business, or
otherwise.
ELEVENTH: LEGAL COMPLIANCE: (A) Licensee agrees that its use of the
-------- ----------------
Licensed Space and the installation, operation and maintenance of its Licensee's
personal property and equipment shall at all times, at Licensee's expense,
strictly comply with all applicable "Legal Requirements", and the orders and
requirements of all "Government Authorities". The term "Legal Requirements"
------------------
shall mean all present and future laws, codes, ordinances, statutes,
requirements, orders and regulations, ordinary and extraordinary, foreseen and
unforeseen, of any Governmental Authority (hereinafter defined) and all
directions, requirements, orders and notices of violations thereof. The term
"Governmental Authority" shall mean the United States of America, the State of
----------------------
New York, the County of New York, the Borough of Manhattan, the City of New
York, any political subdivision thereof and any agency, department, commission,
board, bureau of instrumentality of any of the foregoing, now existing or
hereafter created, having jurisdiction over Licensor, Licensee, the use of the
Licensed Space or the Building.
-10-
(B) In addition to the aforesaid, Licensee shall (i) not
generate, store, install, dispose of or otherwise handle any substance, waste or
material which is deemed hazardous, toxic, a pollutant or contaminant, under any
Legal Requirement now or hereinafter in effect (referred to herein as "Hazardous
---------
Substances") in the Licensed Space, or in or around the Building, in any manner
----------
contrary to any applicable Legal Requirements; (ii) not install or place in the
Licensed Space any asbestos or asbestos-containing materials (iii) at Licensee's
cost and expense remove, clean-up and remedy any Hazardous Substance in the
Licensed Space or the Building to the extent and in the manner required by any
applicable Legal Requirements, if the presence of such Hazardous Substances
resulted from the action or inaction of Licensee, its employees, contractors,
subcontractors, agents, licensees or invitees. Licensee shall not remove, clean
up, ▇▇▇▇▇, or disturb any asbestos or asbestos-containing material in or about
the Licensed Space except as Licensor shall direct.
TWELFTH: CASUALTY AND CONDEMNATION. (A) In the event that the
------- -------------------------
Licensed Space shall be damaged by fire or other casualty, Licensor shall have
no obligation to repair such damage provided that if Licensor gives Licensee
notice that it intends to repair such damage within ninety (90) days of such
damage or casualty then, this License Agreement shall remain in full force and
effect provided that Licensor shall undertake such repairs with reasonable
diligence. If the Licensee shall be unable to use all or substantially all of
the Licensed Space or Licensee's equipment by reason of a fire or casualty which
was not the result of the act or negligence of Licensee, then, during such
period of inability the License Fee or other sums payable by Licensee to
Licensor shall ▇▇▇▇▇ until the earlier of the date (i) such damage is repaired
or (ii) Licensee begins to use Licensed Space or this License Agreement and the
License Term shall end as provided in this Article TWELFTH; provided, however,
that in the event that only a portion of the Licensed Space is so rendered
unusable then, the Licensed Fee shall be abated in the same portion that the
usable portion of the Licensed Space bears the total amount of the Licensed
Space. In the event that Licensor shall not give notice that it intends to
repair such damage, then, Licensee shall have the option, by notice to Licensor
within thirty (30) days after the initial ninety (90) day period, to cancel this
License Agreement and the License Term in which event this License Agreement and
the License Term shall terminate and be of no further force and effect as of the
date of such notice and except for those obligations which survive expiration of
the License Term, neither party shall have any further obligation or liability
under this License Agreement for any period after such effective termination
date.
(B) Notwithstanding anything contained in this License Agreement
to the contrary, in the event that any of the following listed events shall
occur (sometimes referred to herein as the "License Termination Events"), then
--------------------------
this License and the License Term shall terminate and be of no further force and
effect as of the effective date that this License shall so terminate. For the
purposes hereof the License Termination Events shall be any of the following:
(I) if (a) the Licensed Space or (b) the Building
shall be damaged by fire or other casualty (whether or not
in such instance the Licensed Space shall be so damaged) and
Licensor shall decide not to repair or restore such damage
in which event the License Term shall terminate on a date
set forth
-11-
in a notice by Licensor to Licensee terminating this License and the
License Term (i) as of the date of such fire a casualty, if the Licensed
Space was damaged thereby, or (ii) a date set forth in Licensor's notice;
(II) the Licensed Space or a substantial part of the Building
shall be acquired or condemned by any legal authority or for public use or
purpose in which event the License granted hereunder shall terminate upon a
notice by Licensor to Licensee terminating this License Agreement and the
License Term as of the date of such taking.
(C) Licensee acknowledges that it has been advised that Licensor's
insurance policies do not cover Licensee's personal property or any other
property of Licensee in the Licensed Space; accordingly, it shall be Licensee's
obligation to obtain and maintain insurance covering its property in the
Licensed Space. Licensee shall attempt to obtain and maintain, throughout the
License Term, in Licensee's casualty and other insurance policies covering
Licensee's personal property and other property of Licensee in the Licensed
Space, so-called "waiver subrogation" provisions to the effect that such
policies shall not be invalidated should the insured waive, in writing, prior to
a loss, any or all right of recovery against any party for loss occasioned by
fire or other casualty. If Licensee is unable to obtain such provisions in
Licensee's property and other insurance policies, Licensee shall name Licensor
as an additional insured but not as a loss payee under such policies, it being
understood and agreed that Licensor shall have no right whatsoever to any of the
proceeds of such insurance. As long as such or similar provisions are included
in such insurance policies then in force, Licensee hereby waives (and agrees to
cause any other permitted occupants of the Licensed Space to execute and deliver
to Licensor written instruments waiving) any right of recovery against Licensor,
any lessors under any ground or underlying lease, the holders of any mortgage,
and all other tenants or occupants of the Building, and any servants, employees,
agents or contractors of Licensor, or of any such lessor, or holder or any such
other tenants or occupants, for any loss occasioned by fire or other casualty.
In the event that at any time such insurance carriers shall not include such or
similar provisions in any such insurance policy, the waiver set forth in the
foregoing sentence (or in any written instrument executed by any other permitted
occupant of the Licensed Space) shall, upon notice given by Licensee to
Licensor, be deemed of no further force or effect from and after the giving of
such notice. During any period while any such waiver of right of recovery is in
effect, Licensee, or any other permitted occupant of the Licensed Space, as the
case may be, shall look solely to the proceeds of such policies to compensate
Licensee or such other permitted occupant for any loss occasioned by fire or
other casualty.
THIRTEENTH: INDEMNITY AND INSURANCE. (A) Licensee covenants and
---------- -----------------------
agrees to defend, protect, indemnify and hold harmless Licensor, and its agents
(including its managing agents, ▇▇▇▇▇ Management Company, Inc.), and the agents,
servants and employees of each of the foregoing and such other entities as may
be designated by the Licensor (individually, "Indemnitee" and collectively the
----------
"Indemnitees") from and against each and every claim, demand, cause of action,
-----------
liability, cost, damage, loss, penalty, fine, judgment
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or expense (including, but not limited to, attorneys' fees and expenses incurred
in defense of the Indemnitees) which (i) may be made, asserted, brought or
recovered by any person, firm or corporation arising out of any death or bodily
or personal injury (including sickness or disease) or any damage to property to
the extent caused by, resulting from or in any way directly or indirectly
incidental to or in connection with the use of the Licensed Space or the
operation of the Licensee's equipment, and/or any act, omission or negligence of
Licensee and its agents contractors or employees and (ii) shall arise or result
from or be incurred in connection with or in any way be incidental to (1) any
breach by Licensee of its obligations under this License Agreement or (2) any
violation of any Legal Requirement or any fine, penalty or governmental order
issued to or enforced against Licensor or any Indemnitee by any relevant
Governmental Authority with regard to such violation; the term "expense" shall
-------
include, but not be limited to, any attorneys' fees or expenses incurred by
Licensor in connection with the aforesaid and attorneys' fees or expenses
incurred in connection with any action to recover such attorneys' fees or
expenses. The obligations of Licensee hereunder shall survive the expiration,
cancellation or termination of this License Agreement and the License Term.
(B) Without limiting the aforesaid, Licensee agrees to be
responsible for any damage caused to the Building, and/or any other property
owned by Licensor or any tenant, licensee, user or occupant of the Building
which may be caused by Licensee or any of its agents or representatives.
(1) Throughout the License Term and for so long as
Licensee (or any person through or under Licensee ) shall use or occupy the
Licensed Space, Licensee shall, at Licensee's cost and expense, obtain and
maintain throughout the License Term comprehensive public liability and water
legal liability insurance against any claims by reason of personal injury, death
and property damage occurring in or about the Licensed Space covering, without
limitation, the operation of any private air conditioning equipment and any
private elevators, escalators or conveyors in or serving the Licensed Space or
any part thereof, whether installed by Licensor, Licensee or others, and shall
furnish to Licensor duplicate original policies of such insurance at least ten
(10) days prior to the License Commencement Date and at least ten (10) days
prior to the expiration of the term of any such policy previously furnished by
Licensee, in which policies Licensor, and Licensor's Indemnitees shall be named
as parties insured, which policies shall be issued by companies, and shall be in
form and amounts, satisfactory to Licensor.
(2) Licensee shall comply with the "waiver of
subrogation" provisions referred to in Paragraph (C) of Article THIRTEENTH
hereof.
FOURTEENTH: SUBORDINATION. This License Agreement and License and all of
---------- -------------
Licensee's rights hereunder shall remain, subject and subordinate in all
respects to all ground or underlying leases now or hereafter in effect and to
all mortgages which may now or hereafter affect such leases and/or the Building
and/or the plot of land upon which it stands, and to all advances made or
hereafter to be made under such mortgages, and to all renewals, modifications,
consolidations, correlations, replacements and extensions of, and substitutions
for, such leases and mortgages. For the purposes hereof the word "mortgage" and
the words "ground or underlying lease"
-13-
as used herein shall be deemed to mean and include: (i) all existing ground or
underlying leases and mortgages, and all renewals, modifications,
consolidations, correlations, replacements and extensions of, and substitutions
for, said mortgages, and (ii) one or more new such underlying or ground leases
or mortgages given to or made or assigned to one or more savings banks,
commercial banks, trust companies, insurance companies, universities, pension
funds, or similar first mortgage lending institutions (referred to,
collectively, as "Institutional Lenders") and, if there shall be more than one
---------------------
such mortgage, all of such mortgages which shall be consolidated or correlated
in a single instrument setting forth the manner of payment of the total
indebtedness secured thereby, it being intended that such mortgage or mortgages
as so consolidated or correlated, shall be of the character commonly known as
"first mortgage", and (iii) any other such ground or underlying lease or
mortgage or mortgages whether or not of the character commonly known as "first
mortgage" held by a person or entity which is not an Institutional Lender
provided that any such other ground or underlying lease or other mortgage shall
contain a provision, or the holder thereof shall deliver an agreement to
Licensee, in either case to the effect that any steps or proceedings taken by
reason of default in any such underlying lease or mortgage shall not cut off
this License Agreement, nor shall Licensee's possession be disturbed by virtue
of such steps or proceedings, so long as there shall be no default by Licensee
under any of the terms, covenants or conditions of this License Agreement
however, Licensee agrees that Licensee shall have no right of set-off or other
claim against the holder of such underlying lease or mortgage (if such holder
should become Licensee's "licensor" under this License Agreement), based upon
any act of Licensor or any other circumstance or act occurring prior to the date
when such holder shall become Licensee's licensor under this License Agreement.
FIFTEENTH: LICENSOR LIABILITY LIMITATION. Licensor shall incur no
---------- -----------------------------
liability of any kind whatsoever to Licensee or to any person, firm or
corporation claiming by, through or under Licensee in connection with this
License or the revocation thereof, or the use by Licensee of all or any portions
of the Licensed Space or the Building. Licensor shall have no responsibility or
liability for any loss or damage that may occur to Licensee's property or
effects while located in the Licensed Space or the Building unless such damage
is due to the negligence of Licensor. No general or limited partner, officer,
director, employee or shareholder of Licensor or any agent thereof shall be
personally liable for the performance of Licensor's obligation under this
License Agreement. The liability of Licensor for any Licensor's obligation
under this License Agreement shall be limited to Licensor's interest in the
Building, and Licensee shall not look to any of Licensor's other assets for
enforcement or satisfaction of any such obligation, nor shall Licensee seek
recourse for such enforcement or satisfaction against any general or limited
partner, officer, director, employee or shareholder of Licensor or any agent
thereof. Licensee acknowledges and agrees that (i) Licensor shall not be
obligated to provide security or any other type of protection for any equipment,
personal property or installation in the Licensed Space, (ii) neither Licensor
nor its agents shall be liable or responsible to Licensee for any loss or damage
to any property or person occasioned by theft, fire, act of God, public enemy,
injunction, riot, strike, insurrection, war, court order, requisition or other
order of governmental body or authority, or for any damage or inconvenience
which may arise through maintenance, repair or alteration of any part of the
Building. Licensor and Licensee agree that neither party shall be liable to the
other for any special or consequential damages, including lost profits or
revenues, as a result of such parties default of
-14-
its obligations under this License Agreement, provided that nothing contained
herein shall otherwise limit, modify or violate any claim or remedy in law or
equity by one party hereof against the other by reason of a breach or default in
the other's obligations under this License Agreement.
SIXTEENTH: DEFAULT/REMEDIES (A) If at any time prior to or during
--------- ----------------
the License Term, any one or more of the following events (referred to as
"Events of Default") shall occur: (i) if Licensee shall default in the payment
-----------------
when due of any installment of License Fee or in the payment when due of any
other sums due Licensor hereunder, and such default shall continue for a period
of ten (10) days after notice by Licensor to Licensee of such default, or (ii)
if Licensee shall default in the observance or performance of any term, covenant
or condition (other than the covenants to make payment of License Fee or other
sums due Licensor) of this License Agreement granted hereunder on Licensee's
part to be observed or performed and Licensee shall fail to remedy such default
within thirty (30) days after notice by Licensor to Licensee of such default; or
(iii) if Licensee shall file a voluntary petition in bankruptcy or insolvency,
or such proceeding shall be commenced against Licensee or Licensee shall be
adjudicated a bankrupt or insolvent, or Licensee shall file or there shall be
filed against Licensee any petition or answer seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under present or any future federal bankruptcy act or any other present
or future applicable federal, state or other statute or law, or Licensee shall
make an assignment for the benefit of creditors, or Licensee shall seek or
consent to or acquiesce in the appointment of any trustee, receiver or
liquidator for Licensee or of all or any part of Licensee's property; or (iv) if
Licensee shall default in the observance or performance of any term, covenant or
condition on the part of Licensee to be observed or performed under any other
agreement with Licensor and such default shall continue beyond any grace period
set forth in such other agreement for the remedying of such default; or (v) if
Licensee shall desert or abandon the Licensed Space or Licensee's equipment; or
(vi) if Licensee's interest in this License shall devolve upon or pass to any
person, whether by operation of law or otherwise except as provided in Article
NINTH hereof then, upon the occurrence, at any time prior to or during the
License Term, of any one or more of such Events of Default, Licensor, at any
time thereafter, at Licensor's option, may give to Licensee a five (5) days'
notice of termination of this License and, in the event such notice is given,
this License and the License Term shall come to an end and expire upon the
expiration of said five (5) days with the same effect as if the date of
expiration of said five (5) days were the expiration date of the License Term
and this License Agreement, but Licensee shall remain liable for damages and all
other sums payable pursuant to law. Any notice given by Licensor to Licensee
under this Article SIXTEENTH shall be deemed a "ten day notice to quit" under
the provisions of Section 713 of the Real Property Actions and Proceedings Law.
(B) In the event that this License shall end, Licensor and its
agents and servants may immediately, or at any time after such default or after
the date upon which this License Agreement and the License Term shall expire and
come to an end, re-enter the Licensed Space or any part thereof, without notice,
either by summary proceedings or by any other applicable action or proceeding,
or by force or otherwise (without being liable to indictment, prosecution or
damages therefor), and may repossess the Licensed Space and dispossess Licensee
and any other persons from the Licensed Space and remove any and all of their
property and effects from the Licensed Space including Licensee's equipment and
Licensor, at Licensor's option, may relicense or lease the whole or any
-15-
part or parts of the Licensed Space, from time to time, either in the name of
Licensor or otherwise, to such tenant or tenants, Licensee or Licensees for such
term or terms ending before, on or after the expiration date of the License
Term, at such rental or rental fees or otherwise and upon such other conditions,
which may include concessions and free rent periods, as Licensor, in its sole
discretion, may determine. Licensee hereby waives the service of any notice of
intention to re-enter or to institute legal proceedings to that end which may
otherwise be required to be given under any present or future law. Licensee, on
its own behalf and on behalf of all persons claiming through or under Licensee,
including all creditors, does further hereby waive any and all rights which
Licensee and all such persons might otherwise have under any present or future
law to redeem the Licensed Space, or to re-enter or repossess the Licensed
Space, or to restore the operation of this License Agreement, after (i) Licensee
shall have been dispossessed by a judgment or by warrant of any court or judge,
or (ii) any re-entry by Licensor, or (iii) any expiration or termination of this
License Agreement and the Licensed Term, whether such dispossess, re-entry,
expiration or termination shall be by operation of law or pursuant to the
provisions of this License Agreement.
SEVENTEENTH: INABILITY TO PERFORM. If, by reason of strikes or
----------- --------------------
other labor disputes, fire or other casualty (or reasonable delays in adjustment
of insurance), accidents, Legal Requirement or any orders of any Government
Authority, or any other cause beyond Licensor or Licensee's reasonable control,
whether or not such other cause shall be similar in nature to those herein
before enumerated, Licensor or Licensee, as the case may be, is unable to
perform, fulfill or is delayed in fulfilling any of their respective obligations
under this Agreement or any instrument collateral thereto, then the performance
or observance of such obligation shall be suspended to the extent of and during
the duration of such inability and (i) no such inability or delay shall
constitute an actual or constructive eviction of Licensee, in whole or in part,
or entitle Licensee to any abatement or diminution of any of the License Fee or
any other sum due Licensor from Licensee hereunder, or (ii) no such inability or
delay shall relieve Licensor or Licensee, as the case may be, from any of their
respective obligations under this Agreement which are not affected by such
inability or delay, or impose any liability upon Licensor, or Licensee, as the
case may be, or their agents, by reason of inconvenience or annoyance to the
other party, or injury to or interruption of Licensee's business, or otherwise.
The provisions of this Paragraph 21 shall not apply to the obligations of either
Licensor or Licensee, to pay any monies due the other party. Licensor and
Licensee, as the case may be applicable, each agrees to employ reasonable
diligence to eliminate the cause of any inability or delay referred to in this
Paragraph, however, the provisions of this sentence shall not apply in the event
of any strike or labor dispute and neither party shall be required to employ
labor at overtime or any other premium pay rates unless there is a danger or
threatened danger to the health or safety of any occupant of the Building or the
environmental condition thereof.
EIGHTEENTH: NOTICES. Any bills, statements, notices, demands, requests
---------- -------
or other communications given or required to be given pursuant to this License
Agreement shall be effective only if rendered or given in writing, sent by
registered or certified mail, return receipt requested, or (i) by a nationally
recognized courier service such as Federal Express or UPS, addressed (a) to
Licensee, Att.: ▇.▇. ▇▇▇▇▇▇▇ (i) at the address set
-16-
forth above, or (ii) at any place where Licensee or any agent or employee of
Licensee may be found if mailed subsequent to Licensee's vacating, abandoning or
surrendering the Licensed Space, or (b) to Licensor at the address set forth
above, with a copy to ▇▇▇▇▇▇▇▇ & Fleece, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Att.: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. Any such ▇▇▇▇, statement, notice, demand,
request or other communication shall be deemed to have been rendered or given on
the date when it shall have been mailed as provided herein.
NINETEENTH: MISCELLANEOUS. (A) This License Agreement embodies and
---------- -------------
constitutes the entire understanding between the parties with respect to the
transaction contemplated herein. This License Agreement may not be modified,
amended or terminated, and Licensee's obligations hereunder shall in no way be
discharged, except as expressly provided in this License Agreement or by written
instrument executed by the parties hereto. If for any reason this License shall
be construed as a tenancy of any kind, such tenancy shall be on a month-to-month
basis only and shall be terminable by either Licensor or Licensee upon sixty
(60) days' prior written notice to the other party. This License Agreement
shall be governed by and construed in accordance with the laws of the State of
New York. This License Agreement shall not be binding or effective until this
License Agreement is executed and delivered by Licensor and Licensee. This
License Agreement may be executed in several counterparts, each of which shall
constitute an original, but all of which together shall constitute one and the
same instrument.
(B) The term "business days" as used in this Agreement shall exclude
-------------
Saturdays, Sundays and holidays, the term "Saturdays" as used in this Agreement
---------
shall exclude holidays and the term "holidays" as used in this Agreement shall
--------
mean all days observed as legal holidays by either the New York State Government
or the Federal Government. The terms "Person" and "persons" as used in this
------ -------
Agreement shall be deemed to include natural persons, firms, corporations,
associations and any other private or public entities, whether any of the
foregoing are acting on their own behalf or in a representative capacity. If
any term, covenant or condition of this Agreement or any application thereof
shall be invalid or unenforceable, the remainder of this Agreement and any other
application of such term, covenant or condition shall not be affected thereby.
This Agreement shall be construed without regard to any presumption or other
rule requiring construction against the party causing this Agreement to be
drafted. In the event of any action, suit, dispute or proceeding affecting the
terms of this Agreement, no weight shall be given to any deletions or striking
out of any of the terms of this Agreement contained in any draft of this
Agreement and no such deletion or strike out shall be entered into evidence in
any such action, suit or dispute or proceeding given any weight therein.
(C) Licensor and Licensee mutually represent and warrant to the other
that they had no dealings with any brokers, consultants, individuals or any
other entities in the negotiation and/or consummation of this License Agreement
other than ▇▇▇▇▇▇▇▇▇▇▇ & Company, LLC. Licensor and Licensee hereby mutually
agree to indemnify and hold the other party harmless from and against any
claims, costs, expenses (including, without limitation, legal fees) and other
liabilities incurred by the other party by reason of any claim or action for a
commission or fee or other compensation by any person or broker other than
▇▇▇▇▇▇▇▇▇▇▇ & Company, LLC in
-17-
connection with this License Agreement with whom the indemnifying party may have
dealt. The provisions of this Paragraph (C) shall survive the expiration or
earlier termination of the License Term and this License Agreement.
(D) This License Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns.
(E) Licensee shall have no right to record this License Agreement or
any memorandum thereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals as of the day and year first above written.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ COMPANY, Licensor
By:
By: _____________________________________
Name:
Title:
N2K, INC., Licensee
By: _____________________________________
Name:
Title:
-18-
STATE OF )
: ss.:
COUNTY OF )
On the ____________ day of ____________ 1998, before me personally
came ____________, to me known, who, being by me duly sworn, did depose and say
that he resides at ____________, that he is the ____________ of ____________,
the corporation described in and which executed the foregoing instrument; and
that he signed his name thereto by authority of the Board of Directors of said
corporation.
________________________________
Notary Public
-19-