EXHIBIT 10.78
Execution Copy
LEASE AGREEMENT
THIS LEASE AGREEMENT made and entered into as of the first day of July,
2003, by and between MOMENTUM FOOD SERVICES, INC., a corporation established and
existing under the laws of the State of Florida, (hereinafter referred to as the
"Tenant"), and Xxxxxxx X. Xxxxxxx, an individual residing at 0000 Xxxxxx Xxx,
Xxxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as the "Landlord").
W I T N E S S E T H :
WHEREAS, Landlord owns the improved real property and equipment
described below and desires to lease such improved property on the terms and
conditions as herein contained to Tenant, and Tenant desires to lease such
improved property on the terms and conditions herein contained from Landlord;
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter contained, and other good and valuable bargained for consideration,
the receipt and legal sufficiency of which is hereby acknowledged by both
parties hereto, the parties do hereby agree, intending hereby to be legally
bound, as follows:
ARTICLE I
PROPERTY
1.1 Landlord agrees to lease to Tenant, for its sole use,
possession and enjoyment, the property, including the real estate, building(s),
and all equipment and/or leasehold improvements, the address of which is 000
Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000, as more particularly described on
Exhibit A and Exhibit B hereto (hereinafter referred to as the "Property").
ARTICLE II
LEASE TERM
2.1 The term of this Lease Agreement shall be for the One year (1)
year period commencing on July 1, 2003, and ending on June 30, 2004, unless the
Lease is extended pursuant to the terms of Section 2.2 below.
2.2 Tenant shall have the right to renew or extend the term of
this Lease Agreement following the expiration of the Lease Term (a "Renewal
Term" or "Renewal Terms") for up to two successive five-year renewal periods.
Such options to renew shall be on the same terms and conditions as this Lease
Agreement, and the Rent for each year of any Renewal Term shall be at one
hundred and ten percent (110%), or to effect and ten percent (%10%) increase of
the then cumulate Rent at the commencement of each Renewal Term, if any, of the
rate then in effect under this Lease Agreement or other Renewal Term. In the
event Tenant exercises this option to renew, written notice thereof
1
Execution Copy
for any Renewal Term shall be given to Landlord at least ninety (90) days prior
to the expiration of the Lease Term or any Renewal Term.
ARTICLE III
RENT
3.1 The Tenant agrees to pay rent in the monthly amount of one
thousand five hundred dollars ($1,500) for the Property, payable in advance on
the first of each month, during the term hereof. Tenant shall make all payments
of rent required under this Lease payable to Landlord's office at the address
contained in Section 15.3 hereof or to such other entity and at such other place
that Landlord may from time to time designate in writing.
3.2 Tenant covenants that it will pay, when due, all real estate
taxes and assessments of any kind and nature imposed against the Property for
the term of this Lease Agreement. Tenant acknowledges that Landlord will have no
obligation to pay any taxes or assessments of any kind and nature imposed
against the Property.
ARTICLE IV
LANDLORD AND TENANT IMPROVEMENTS
4.1 The following items shall be the responsibility of the
Landlord and undertaken (subject to review and reasonable approval by Tenant) at
Landlord's expense:
_____________________________________
_____________________________________
4.2 The following items shall be the responsibility of the Tenant
and undertaken (subject to review and reasonable approval by Landlord) at
Tenant's expense:
_____________________________________
_____________________________________
4.3 During the Lease Term and any Renewal Term, Tenant shall not
make structural or exterior alterations to the Property without Landlord's prior
written consent, which consent shall not be unreasonably withheld, conditioned
or delayed, but Tenant shall have the right, without Landlord's consent, to make
non structural alterations to the interior of the Property ("Alterations") for
the conduct of Tenant's business.
4.4 Tenant's trade fixtures, furnishings and equipment in or on
the Property shall remain Tenant's property for all purposes. At Tenant's
option, Tenant shall remove any Alterations, other leasehold improvements and
all of its property on or before the Expiration Date (or, as appropriate, the
date the last Renewal Term expires), and Tenant shall return the Property to as
good a condition as it was in on the date Tenant first
2
Execution Copy
occupied the Property, ordinary wear and tear, obsolescence and damage from the
elements and casualty excepted.
ARTICLE V
MAINTENANCE, REPAIRS, COSTS AND EXPENSES
5.1 Tenant shall keep the Property and Tenant Improvements in good
condition and repair (reasonable wear and tear and damage from casualty and the
elements excepted) and shall suffer no waste on the Property except natural
deterioration and damage by casualty and the elements. Tenant shall also clean
the interior of the Property as Tenant deems reasonably necessary to maintain
the Property in a clean and sanitary condition and shall maintain and be
responsible for plate glass windows, plate glass doors and lighting fixtures on
the Property.
5.2 Tenant shall, for the term of this Lease and any Renewal Term,
maintain in good and safe operating condition and repair the structural
components of the Property and all improvements, including but not limited to
the roof, exterior and load bearing walls, the floor, the foundation and the
parking lot, the equipment and fixtures in the building, including but not
limited to heating and air-conditioning equipment and electrical wiring and
plumbing systems, unless any damage thereto is caused as a direct result of the
intentional or negligent misconduct or omission of Tenant, or its employees,
agents or invited guests or the breach of the provisions hereof by Tenant.
Tenant shall keep the vehicular parking areas, pedestrian walkways,
entranceways, docks, and the grounds surrounding the building clean, promptly
removing therefrom all trash, rubbish, cartons or other debris.
5.3 Landlord shall have no obligation to maintain or repair the
Property pursuant to this Lease Agreement or in any other respect.
ARTICLE VI
COVENANTS OF LANDLORD
6.1 Landlord warrants, represents, covenants and agrees as of the
date hereof and as of the date of Tenant's first occupancy hereunder as follows:
(a) Landlord owns the Property in fee simple and has full
right, power and authority to enter into this Lease Agreement for the term
(including any Renewal Term) herein granted; upon the payment of the Rent herein
provided and upon the substantial performance of all the material terms of this
Lease Agreement by Tenant, Tenant shall at all times during the Lease Term and
during any Renewal Term peaceably and quietly enjoy the sole use, occupancy and
possession of the Property without any disturbance from Landlord or anyone
claiming through the Landlord by assignment, mortgage, sale, pledge or
otherwise; Landlord is in undisputed and peaceful possession of the Property and
has the right to convey the leasehold interest to Tenant as provided herein;
there currently exists adequate access, parking and utility (power, light, gas,
water, sewer and telephone, etc.) service to the Property for the purposes
anticipated by the parties hereto;
3
Execution Copy
there are no title retention contracts, bills of sale or other encumbrances, of
record or otherwise, affecting the title to any personal property installed on
the Property; and there are no threatened or pending suits, proceedings
(including, but not limited to, an action for a taking of all or any part of the
Property for a public or quasi-public use), judgments, bankruptcies, liens or
executions against Landlord or affecting the Property.
(b) The Property may be used by Tenant during the Lease
Term and any Renewal Term for a manufacturing and distribution center and
associated maintenance and office use.
(c) The Property is tenantable and conforms and complies
with any and all applicable laws (including, but not limited to the U.S.
Department of Agriculture, the American with Disabilities Act; regulations;
building, safety and other applicable codes; ordinances or private
restrictions).
(d) There are no proposals for rezoning, street widening,
or utility work that might affect Tenant's use or occupancy of, or access to,
the Property.
ARTICLE VII
COVENANTS OF TENANT
7.1 Tenant covenants and agrees as follows:
(a) Tenant shall pay the Rent herein stipulated at the
time and in the manner herein provided.
(b) Tenant shall observe and comply with all laws,
ordinances and regulations applicable to the it with respect to the Property and
all lawful orders and requirements imposed by any other duly constituted
governmental authority having jurisdiction over the Property. Tenant shall be
responsible for the cost of compliance with any change in applicable building or
safety codes or regulations with respect to the Property during the term of this
Lease Agreement.
(c) Should any lien be filed against the Property or any
part thereof for any reason whatsoever by reason of Tenant's acts or omissions
or because of a claim against Tenant, Tenant shall cause same to be canceled and
discharged of record by bond or otherwise within sixty (60) days after notice
given by Landlord to Tenant. Should the Tenant fail to do so, Landlord, at its
sole option, may take such steps as are necessary, including the filing of an
action in Court against the lienor to remove the lien; in which case Tenant
shall be liable for the Landlord's reasonable costs and attorney's fees incurred
in doing so.
4
Execution Copy
ARTICLE VIII
USE
8.1 Tenant may use the Property for any lawful purpose and shall
not use or permit any of the Property to be used for any unlawful purpose.
8.2 Tenant shall have the right sole and exclusive right to place
exterior signs on the fascia and side of the building and above the building,
subject to any applicable laws, codes or ordinances. Tenant shall be solely
responsible for maintaining its signs and shall remove them, and repair any
damage caused by such removal, on or before the expiration of the Lease Term or
any renewal hereof.
8.3 Landlord and its agents, employees, and contractors shall have
the right to enter the Property during normal business hours, without due
interference with the conduct of Tenant's business therein, to inspect and
examine the Property and, during the last year of the Lease Term or the Renewal
Term, to exhibit the Property to prospective purchasers, mortgagees or tenants.
ARTICLE IX
ASSIGNMENT AND SUBLETTING
9.1 Tenant shall not, without Landlord's prior written consent
which consent shall not be unreasonably withheld, conditioned or delayed: (i)
assign, convey, mortgage, pledge or encumber this Lease Agreement or any
interest under it; or (ii) sublet the Property or any part thereof.
9.2 Notwithstanding anything herein to the contrary, if at any
time or from time to time during the Lease Term Tenant desires to sublet all or
a part of the Property or assign, convey, mortgage, pledge or encumber this
Lease Agreement or any interest under it, Tenant shall notify Landlord in
writing (hereinafter referred to in this Article IX as the "Notice") of the
terms of the proposed subletting or assignment, the identity of the proposed
assignee or subtenant and the area proposed to be sublet. Notwithstanding the
provisions of this Article IX, Tenant may sublet or assign, convey, mortgage,
pledge, encumber, or otherwise transfer this Lease Agreement or any interest
under it to its parent corporation or to an affiliate or subsidiary corporation
of which such parent corporation owns the majority of the shares of common stock
without Landlord's prior written consent or approval. In such event, Tenant
shall notify Landlord, in writing, of such an assignment or sublease,
conveyance, mortgage, pledge, encumbrance, or other transfer prior to the
commencement of the term of such assignment or sublease.
9.3 Within twenty (20) days after Landlord's receipt of the
proposed assignment or sublease, conveyance, mortgage, pledge, encumbrance, or
other transfer, Landlord shall approve or disapprove in writing the terms of the
proposed assignment or sublease, conveyance, mortgage, pledge, encumbrance, or
other transfer, and the proposed assignee or subtenant or other party thereto.
Failure to so approve or disapprove with such twenty (20) day period shall be
deemed approval by Landlord. If a
5
Execution Copy
fully executed counterpart of such assignment or sublease, conveyance, mortgage,
pledge, encumbrance, or other transfer is not delivered to Landlord within
forty-five (45) days after the date of Landlord's approval, then Landlord's
approval of same shall be deemed null and void and Tenant shall again comply
with all the conditions of this Section 9.3 as if the Notice hereinabove
referred to had not been given and received.
9.4 If, with the consent of Landlord, this Lease Agreement is
assigned or the Property or any part thereof is sublet or occupied by anyone
other than Tenant, Landlord may, after default by Tenant, collect rent from the
assignee, subtenant or occupant, and apply the net amount collected to the Rent,
but no such assignment, subletting, occupancy, or collection shall be deemed (i)
a waiver of any of Tenant's covenants contained in this Lease Agreement, or (ii)
the release of Tenant from further performance by Tenant of its covenants under
this Lease Agreement.
ARTICLE X
CASUALTY
10.1 If the Property is damaged or rendered untenantable by fire or
other casualty, this Lease Agreement shall continue in effect and all of
Tenant's obligations under this Agreement, including the obligation to pay rent
to Landlord will continue in full force and effect and Tenant shall not be
entitled to any offset, setoff or to terminate this Agreement in any manner.
ARTICLE XI
EMINENT DOMAIN
11.1 If all or any substantial part of the Property, including, but
not limited to, ten percent (10%) of the parking, access, building or signage,
should be taken for any public or quasi-public use under governmental law,
ordinance, or regulation, or by right of eminent domain, or by private purchase
in lieu thereof, and the taking would prevent or materially interfere with the
use of the Property by Tenant for the purpose for which it is then being used,
then, at the sole option of Tenant, this Lease Agreement shall terminate
effective when the physical taking shall occur in the same manner as if the date
of such taking were the date originally fixed in this Lease Agreement for the
expiration of the Lease Term.
11.2 If part of the Property is taken for any public or
quasi-public use under any governmental law, ordinance, or regulation, or by
right of eminent domain, or by private purchase in lieu thereof, and this Lease
Agreement is not terminated as provided in subsection 11.1 above, this Lease
Agreement shall not terminate but the Rent payable hereunder during the
unexpired portion of this Lease Agreement shall be reduced to such extent, if
any, as may be fair and reasonable under all of the circumstances, and Landlord
shall undertake to restore the Property to a condition suitable for Tenant's
use, as near to the condition thereof immediately prior to such taking as is
reasonably feasible under all circumstances.
6
Execution Copy
ARTICLE XII
INSURANCE
12.1 Tenant shall carry, at its expense, fire and extended coverage
insurance insuring Tenant's interest in its improvements and betterments to the
Property and any and all furniture, equipment, supplies, and other property
owned, leased, held, or possessed by it and contained therein. Tenant may, in
the alternative, elect to self-insure the Tenant improvements and its personal
property in whole or in part.
12.2 Tenant shall carry, at its expense, a policy or policies of
comprehensive general liability insurance, including personal injury and
property damage, in the amount of not less than One Million Dollars ($1,000,000)
for property damage and One Million Dollars ($1,000,000) per occurrence for
personal injuries or deaths of persons occurring in or about the Property, in
either event arising from the intentional or negligent acts or omissions of
Tenant, its employees, agents or business invitees. Said policy shall provide
that said insurance shall not be canceled unless thirty (30) days prior written
notice shall have been given to Landlord. Tenant may, in the alternative, elect
to self-insure the Property, in whole or in part, provided such self-insurance,
along with any and all additional third-party insurance shall equal not less
than One Million Dollars ($1,000,000). Tenant shall carry, at its expense, all
risk, fire and extended coverage insurance insuring the Property for 100% of its
replacement cost, as such may increase from time to time during the Term of this
Lease. Certificates of Insurance shall be delivered to Landlord by Tenant upon
Landlord's request and shall indicate Landlord as an additional insured as its
interest may appear.
ARTICLE XIII
INDEMNITY BY LANDLORD AND TENANT
13.1 Tenant shall indemnify, protect and save Landlord and its
shareholders, directors, officers, employees and agents harmless from suits,
actions, damages, liabilities and expenses (including reasonable attorneys'
fees) in connection with loss of life, bodily or personal injury or property
damage arising from the occupancy or use by Tenant of the Property or occasioned
wholly or in part by any intentional or negligent act or omission of Tenant, its
agents, contractors, employees, invitees or licensees. Subject to Landlord's
representations, warranties and covenants herein contained, including but not
limited to its maintenance and repair obligations contained in Section 5 hereof
and its indemnity obligation contained in Section 13.2 below, (i) Tenant shall
store its property in and shall occupy the Property at its own risk, and (ii)
Landlord shall not be responsible or liable at any time for any loss or damage
to Tenant's merchandise or equipment, fixtures or other personal property.
13.2 Tenant shall give prompt notice to Landlord in case of fire or
accidents on the Property, including notice of defects therein or in any
fixtures or equipment. Tenant shall pay all costs, expenses and reasonable
attorney's fees that may be incurred or paid by Landlord in enforcing the terms
of this Lease, including all reasonable attorney's fees and costs.
7
Execution Copy
ARTICLE XIV
EVENTS OF DEFAULT AND REMEDIES
14.1 The occurrence of any of the following shall constitute a
breach and an event of default by Tenant:
(a) The Rent payable under this Lease Agreement is not
paid within 10 business days after the date on which Tenant receives written
notice that it is past due;
(b) Tenant breaches or fails to comply substantially with
any material term, provision, condition, or covenant of this Lease Agreement,
other than the payment of Rent hereunder.
14.2 Upon the occurrence of an event of default, in the case of an
event of default under subsection 14.1 (a) above, and, in the case of an event
of default under subsection 14.1(b) above if such event of default is not cured
within thirty (30) days after written notice of such event of default is given
by Landlord to Tenant, or such longer period of time as is reasonably necessary
under the circumstances, Landlord shall have the option to do and perform any
one or more of the following in addition to, and not in limitation of, any other
remedy or right permitted it by law or in equity or by this Lease Agreement:
(a) Landlord, with or without terminating this Lease
Agreement, may re-enter the Property without any breach of the peace or damage
to Tenant's property and perform, correct or repair any condition which shall
constitute a failure on Tenant's part to keep, observe, perform, satisfy, or
abide by any material term, condition, covenant, agreement, or obligation of
this Lease Agreement, and Tenant shall fully reimburse Landlord on demand for
all costs and expenses reasonably incurred by Landlord in such performance,
correction or repairing.
(b) Landlord, with or without terminating this Lease
Agreement, may immediately, or at any time thereafter, demand in writing that
Tenant vacate the Property and thereupon Tenant shall vacate the Property and
remove therefrom all property thereon belonging to or placed on the Property by,
at the direction of, or with consent of Landlord within thirty (30) days after
receipt by Tenant of such notice from Landlord, whereupon Landlord shall have
the right to re-enter and take possession of the Property.
(c) Landlord, with or without terminating this Lease
Agreement, may immediately or at any time thereafter, re-let the Property or any
part thereof for such time or times, at such rental or rentals and upon such
other terms and conditions as Landlord in its commercially reasonable discretion
may deem advisable, and Landlord may make any alterations or repairs to the
Property which it may deem necessary or proper to facilitate such re-letting;
and if this Lease Agreement shall not have been terminated, Tenant shall
continue to pay all rent and all other charges due under this Lease Agreement up
to and including the date of beginning of payment of rent by any
8
Execution Copy
subsequent tenant of part or all of the Property, and thereafter Tenant shall
pay monthly during the remainder of the Lease Term the difference, if any,
between the rent and other charges collected from any such subsequent tenant or
tenants and the rent and other charges reserved in this Lease Agreement, but
Tenant shall not be entitled to receive any excess of any such rents collected
over the rents reserved herein.
(d) Landlord may immediately or at any time thereafter
terminate this Lease Agreement, and this Lease Agreement shall be deemed to have
been terminated upon receipt by Tenant of written notice of such termination;
upon such termination Landlord shall recover from Tenant all damages Landlord
may suffer by reason of such termination, including, without limitation, all
arrearages in rentals, costs, charges, reimbursements, the cost (including court
costs and reasonable attorneys' fees) of recovering possession of the Property.
14.3 The occurrence of the following shall constitute a
breach and an event of default by the Landlord:
(a) Any representation or warranty of Landlord herein
contained shall be determined to be incorrect, false or misleading when made.
(b) Landlord breaches or fails to comply substantially
with any material term, provision, condition or covenant of this Lease
Agreement.
14.4 If an Event of Default should occur on the part of Landlord,
at any time after its occurrence, upon written notice to Landlord and Landlord's
failure to cure such event of default within thirty (30) days after such notice,
and without limiting Tenant's other rights or remedies, Tenant may cure such
default and deduct or offset any such amounts from sums due to Landlord under
this Lease Agreement until Tenant is fully compensated for the expenses it may
incur and losses it may sustain as a result of such breach.
ARTICLE XV
RIGHT OF FIRST REFUSAL
15. If Landlord receives a bona fide offer from a third party to
purchase the entire parcel of land of which the Property is a part during the
term of this Lease or any renewal or extension hereof that is acceptable to
Landlord, Landlord will provide Tenant with the terms of the offer in writing
and offer to sell such parcel to Tenant on such terms. Tenant will have the
right to accept the offer by written notice to Landlord, received by Landlord
within ninety (90) days after Tenant's receipt of the offer. If Tenant accepts
the offer, Tenant will be bound to purchase the Property within ninety (90) days
after its notice of acceptance in accordance with the terms of the offer.
9
Execution Copy
ARTICLE XVI
TENANT'S OPTION TO PURCHASE THE PROPERTY
16.1 At any time during the Term of this Lease Agreement and any
extension or renewal hereof, Tenant shall have the option, on reasonable notice
to Landlord, to acquire the Property from Landlord for the amount of two hundred
and twenty five thousand dollars ($225,000). Tenant reserves the right to have
the Property appraised by an independent appraiser and in the event the
appraised amount is deemed less that the Purchase Price, then to negotiate in
good faith with Landlord to reach an adjusted Purchase Price.
ARTICLE XVII
MISCELLANEOUS
17.1 The parties agree that at the request of either party a short
form Lease of even date, herewith describing the Property, setting forth the
term hereof and referring to this Lease, shall be promptly executed and recorded
at the expense of the requesting party.
17.2 All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the entity, person or persons may require.
17.3
(a) All notices required or desired to be given with
respect to this Lease Agreement in order to be effective shall be in writing and
shall be deemed to be given to and received by the party intended to receive
such notice when hand delivered or three (3) days after such notice shall have
been deposited, postage prepaid, to the United States mail, certified, return
receipt requested, properly addressed to the addresses specified in subsection
15.3(b) below. In the event of a change of address by either party, such party
shall give written notice thereof in accordance with the foregoing.
(b) Landlord:
Xxxxxxx X. Xxxxxxx
0000 Xxxxxx Xxx
Xxxxxxxxxxx, Xxxxxxx 00000
Tenant:
MOMENTUM FOOD SERVICES, INC.
X.X. Xxx 0000
Xxxxx Xxxxx, Xxxxxxxx 00000
10
Execution Copy
17.4 Landlord represents and warrants to Tenant that (i) the
Property is now, and at the time of the commencement of Tenant's occupancy
thereof will be, free of any environmental contamination, (on, under or above
the Property) of any nature whatsoever, (ii) Landlord has fully and completely
complied with all applicable environmental laws with respect to the use,
occupancy and ownership of the Property, (iii) the Property is not located on
land which has been, is or is threatened to be (y) a land fill or (z) a
storage, disposal or waste site for dangerous or hazardous wastes or substances
under any applicable law, rule, regulation or ordinance and (iv) there are no
underground storage tanks on or under the Property. Tenant shall indemnify and
hold Landlord harmless from the presence of any hazardous substances or
violations of law relating to the protection of the environment caused by
Tenant's use of the Property and conduct of Tenant's business on or about the
Property.
17.5 Any dispute, controversy or claim arising out of or relating
to this Lease Agreement or any agreement contemplated hereby shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"), except as modified herein. The place of
arbitration shall be the Indianapolis, Indiana. Each of the parties to the
dispute, controversy or claim shall appoint one arbitrator who shall be an
attorney skilled in the legal and business aspects of the subject matter of this
Lease Agreement and of the dispute. The arbitrators so chosen by each of the
parties shall within thirty (30) days jointly select a third impartial
arbitrator. Notwithstanding the rules of the AAA, in any arbitration concerning
this Lease Agreement the parties shall conform to the following: (i) discovery
shall be limited to a maximum of one request to produce documents, thirty (30)
written interrogatories (including subparts), and four (4) depositions per party
(not to exceed one day in length each), and (ii) no expert witness testimony may
be offered by any party unless the arbitrators, in their sole discretion,
request same. The arbitrators' decision shall be final and binding on all
parties to the dispute, non-appealable, and may be entered in any court in the
United States of America for enforcement. The parties hereby irrevocably consent
and submit to the jurisdiction of such arbitration panel and any court of law or
equity chosen by the prevailing party to enforce their decision. The arbitrators
may, by unanimous decision only, award reasonable attorneys' fees and/or the
fees and expenses of the arbitrators to the party substantially successful on
the merits of the key claims and/or issues that are the subject of the
arbitration.
17.6 This Lease Agreement constitutes and contains the sole,
exclusive and entire agreement of Landlord and Tenant pertaining to the subject
matter hereof, and no prior or contemporaneous oral or written representation,
arrangement, covenant (including but not limited to any implied covenant at law
or otherwise), course of dealing or agreement between the parties not expressly
contained herein shall be binding thereon, nor shall any waiver of the terms
hereof by any party be binding thereon, unless such modification, amendment or
waiver is in writing, is dated after the date hereof, expressly states it is
intended as an amendment, modification or waiver of the terms hereof and is
signed by Landlord and Tenant. The content of each and every exhibit which is
11
Execution Copy
referenced in this Lease Agreement as being attached hereto is incorporated into
this Lease Agreement as fully as if set forth in the body of this Lease
Agreement.
17.7 If any clause or provision of this Lease Agreement is or
becomes illegal, invalid, or unenforceable because of present or future laws or
any rule or regulation of any governmental body or entity, effective during its
term, the intention of the parties hereto is that the remaining parts of this
Lease Agreement shall not be affected thereby, unless such invalidity is
essential to the rights of either party hereto in which event this Lease
Agreement shall terminate.
17.8 The captions used in this Lease Agreement are for convenience
only and do not in any way limit or amplify the terms and provisions hereof.
17.9 The provisions of this Lease Agreement shall inure to the
benefit of and be binding upon Landlord and Tenant, and their respective
successors, heirs, legal representatives, and assigns.
IN WITNESS WHEREOF, the undersigned parties have caused this Lease
Agreement to be signed and sealed on the day and year first above written.
LANDLORD:
Xxxxxxx X. Xxxxxxx
_______________________________________
TENANT:
MOMENTUM FOOD SERVICES, INC..
_______________________________________
By: Xxxxxx X. Xxxxx, Xx.
Title: Secretary
12
Execution Copy
EXHIBIT "A"
[attach legal description of property]
13
Execution Copy
EXHIBIT "B"
[attach schedule of fixed assets]
14
