Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposes.
Appears in 2 contracts
Sources: Master Equipment Lease Agreement (E Spire Communications Inc), Master Equipment Lease Agreement (E Spire Communications Inc)
Lease. Lessor 11.1 If this Offer is accepted and the Tenant approves the Landlord’s form of lease, the Tenant agrees to execute such form of lease, provided that such form of lease shall be modified to Lessee and Lessee agrees to reflect the provisions of this Offer. The Tenant shall have until the expiry of 30 days after it receives a copy of the lease from Lessor the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this LeaseOffer to approve such form of lease and Schedule “C” to be attached to this Offer. Lessor's Should the Tenant not approve the Lease and/or Schedule “C”, then it shall deliver written notice to that effect to the Landlord together with any requested changes to the Lease or Schedule “C” within the time specified above. In the event that the Landlord and the Tenant cannot agree to these changes, if any, by such date or such other date that the parties mutually agree to, then this Offer shall be null and void and (subject to Section 8.2) the Deposit shall be returned forthwith to the Tenant and neither party shall have any further legal obligation to fund Schedules under this Lease the other except Section 21.5 shall terminate on continue to bind the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) parties. Upon substantial completion of the definition of Commitment Termination Date shall occur Landlord’s Improvements, Landlord agrees to complete and Lessee shall have ordered additional Equipment prior submit to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance Tenant 4 copies of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved Lease incorporating therein the terms of this Offer to Lease, the agreements with Commencement Date, the vendors under which Lessor will, subject Annual Rent and Rentable Area and Tenant shall promptly execute the Lease and return all copies thereof to Landlord but in any event prior to taking occupancy of the Premises whereupon Landlord shall execute the Lease and furnish 2 copies to Tenant. Subject to the terms conditions contained herein, this Offer to Lease and conditions the agreed to form of this Lease, purchase the Units. The Units lease shall be leased for commercial purposes only, binding and not for consumer, personal, home or family purposesenforceable between the parties prior to execution of the Lease itself.
Appears in 2 contracts
Sources: Lease Agreement, Lease (Tekmira Pharmaceuticals Corp)
Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject similar or dissimilar to the conditions specified herein foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. The parties intend that the obligations of Lessee hereunder shall be covenants and therein. Each Schedule shall constitute a agreements that are separate and independent lease from any obligations of Lessor hereunder or under any other Operative Agreements, and contractual obligation the obligations of Lessee incorporating shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Lease. This Lease shall be noncancellable by Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by Legal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise, except as otherwise expressly provided herein, Lessee shall, unless prohibited by Legal Requirements, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; providedif it had not been terminated in whole or in part, howeverand in such case, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur so long as such payments are made and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any no Lease Event of Default exists. Lessor shall have no obligation occurred and be continuing, Lessor will deem this Lease to fund any Schedule if any term or condition have remained in such Schedule is not satisfied effect. Each payment of Rent made by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and Lessee hereunder shall be absolute and unconditionalfinal and, and absent manifest error in the computation of the amount thereof, Lessee shall not be subject to, and Lessee hereby waives seek or have any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of such payment from any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making Participant or any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor party to any general, special, incidental or consequential damages, agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and (ix) seek specific performance, replevin management of the Properties and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee or the like any subtenant of Lessee on any account or for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesreason whatsoever.
Appears in 2 contracts
Sources: Lease Agreement (Quality Food Centers Inc), Lease Agreement (Fred Meyer Inc)
Lease. Lessor agrees At or about the Closing of Sellers acquisition of the Subject Property or the Exchange Property, whichever the case may be, Seller will grant to Purchaser a Lease of the Subject Property or the Exchange Property, whichever the case may be, which lease shall contain a provision for rent in the amount of One Hundred Dollars ($100.00) and expire upon the expiration or termination of this Agreement or the IRE Alternative Ethanol Production Facility Land Option, whichever the case may be. The terms of the lease shall provide that all general real estate taxes accruing during period of the applicable Option, (even if the same are not then due) shall be paid by Purchaser when the same become due and payable, together with all other expenses normally incident to Lessee the ownership of real estate. IRE shall have the right to sublet the real estate for farming purposes which sublease shall terminate by its own terms on a date not later than March 1 in the calendar year this Agreement, or the IRE Alternative Ethanol Production Facility Land Option expires, whichever the case may be. At all times during the existence of the Lease, IRE will provide Seller with evidence that there is in place a customary commercially reasonable Landlord Tenant liability insurance policy with reasonable limits of coverage and Lessee agrees naming Seller as an insured. The Lease shall provide that neither Purchaser, nor its agents or representatives, shall permit any grading or excavations of the Subject Property or the IRE Alternative Ethanol Production Facility Land, or any removal of trees nor shall they construct any building improvements thereon during the term of this Agreement and/or the Lease, unless Purchaser shall proceed to lease either Closing under this Agreement or Closing under the IRE Alternative Ethanol Production Facility Land Option, whichever the case may be. The Lease shall also provide, among other things, except to the extent attributable to the negligent acts or omissions of Seller, its directors, employees, agents and contractors IRE shall indemnify and hold harmless the Subject Property, and/or the IRE Alternative Ethanol Production Facility Land and Seller, its and their successors and assigns, from Lessor all claims, suits, threats of suit, loss, costs (including attorneys fees and costs of suit), injury (including personal injury), or damage or liens arising from possession of the Equipment described Subject Property and /or the IRE Alternative Ethanol Production Facility Land. The Lease shall also provide that, in each Schedule all events, Purchaser will keep the Subject Property and/or the IRE Alternative Ethanol Production Facility Land free and clear of all liens, claims and demands, including mechanic’s liens, in connection with work performed on the terms and subject to Subject Property and/or the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all IRE Alternative Ethanol Production Facility Land or any part of any claimed damages resulting from Lessor's default under this Leasethereof and materials provided in connection with such work, (vi) accept partial delivery of where such work was performed or contracted for or such materials were provided or contracted for on or before the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesClosing Date.
Appears in 2 contracts
Sources: Option Agreement (Illinois River Energy LLC), Option Agreement (Illinois River Energy LLC)
Lease. Lessor agrees Tenant shall remain bound by this Lease in accordance with its terms. Tenant shall not, without the consent of Landlord, modify, surrender or terminate the Lease, nor seek nor be entitled to lease to Lessee and Lessee agrees to lease from Lessor any abatement, deduction, deferment or reduction of Rent, or set-off against the Equipment described Rent. Except as expressly provided in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor, the obligations of Landlord and Tenant shall not be affected by reason of [i] any damage to, or destruction of, the Leased Property or any part thereof from whatever cause or any Taking (as hereinafter defined) of the Leased Property or any part thereof; [ii] the lawful or unlawful prohibition of, or restriction upon, Tenant's obligation to fund Schedules use of the Leased Property, or any part thereof, the interference with such use by any person, corporation, partnership or other entity, or by reason of eviction by paramount title; [iii] any claim which Tenant has or might have against Landlord or by reason of any default or breach of any warranty by Landlord under this Lease shall terminate on the Commitment Termination Dateor any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; provided[iv] any bankruptcy, howeverinsolvency, that if the event in either clause (i) reorganization, composition, readjustment, liquidation, dissolution, winding up or clause (ii) other proceeding affecting Landlord or any assignee or transferee of Landlord; or [v] any other cause, whether similar or dissimilar to any of the definition foregoing, other than a discharge of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior Tenant from any such obligations as a matter of law. Except as otherwise specifically provided in this Lease, Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law [a] to such date and identified modify, surrender or terminate this Lease or quit or surrender the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment Leased Property or any unfunded portion thereof at thereof; or [b] entitling Tenant to any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense suspension or counterclaimdeferment of the Rent or other sums payable by Tenant hereunder. Lessee waives any The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements and the Rent and all rights and remedies conferred upon Lessee other sums payable by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights Tenant hereunder shall continue to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of be payable in all events unless the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of obligations to pay the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject same shall be terminated pursuant to the terms and conditions express provisions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home Lease or family purposesby termination of this Lease other than by reason of an Event of Default.
Appears in 1 contract
Sources: Lease Agreement (Just Like Home Inc)
Lease. Lessor agrees (a) Sublandlord represents to lease Subtenant that attached hereto as Exhibit B is a true and complete copy of the Lease including any amendments thereto, that the Lease is in full force and effect, that Sublandlord has not received a notice of default or a notice of termination, and that Sublandlord is not aware of any default by Landlord or Sublandlord under the Lease. Subtenant represents to Lessee Sublandlord that it has read the Lease and Lessee agrees to lease from Lessor the Equipment described in each Schedule on understand and accepts the terms and subject conditions thereof.
(b) Except as may be inconsistent with the terms hereof, all of the terms, provisions, covenants and conditions contained in the Lease are incorporated herein by reference and are made a part of this sublease with the same force and effect as if Sublandlord were the Landlord under the Lease and Subtenant were the Tenant thereunder from and after the commencement of the Term, and, in case of any breach of this Sublease by Subtenant, Sublandlord shall have all of the rights and remedies against Subtenant as would be available to Landlord against Tenant under the Lease if such breach were made by the Tenant thereunder. Further, any references in the Lease to the conditions specified “Premises” shall mean and be the “Subleased Premises.”
(c) Subtenant shall not do anything which would cause the Lease to be terminated or forfeited, and Subtenant shall indemnify and hold Sublandlord harmless from and against any and all claims, liabilities, losses, damage, demands, expenses (including without limitation reasonable attorney’s fees), actions and causes of action of any kind whatsoever by reason of any breach or default on the part of Subtenant hereunder by reason of which the Lease may be terminated or forfeited.
(d) Notwithstanding anything contained herein to the contrary, the following provisions of the Lease are excluded from this Sublease, and therein. Each Schedule Subtenant shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules have no rights under this Sublease or the Lease shall terminate on to exercise any of the Commitment Termination Date; provided, however, that if following provisions of the event Lease without the prior written consent of Sublandlord and Landlord (which consent may be granted or withheld for any reason in either clause Sublandlord’s or Landlord’s sole and absolute discretion):
(i) or clause The portions of the Section 2.3(a) granting Tenant an option to lease the Covered Spaces;
(ii) Section 2.4;
(iii) Intentionally Left Blank;
(iv) Section 3;
(v) Section 4.3;
(vi) The final two sentences of Section 13.12;
(vii) Section 13.13; and
(viii) Section 15.
(e) This Sublease is separate from and subordinate to the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and Sublandlord shall not be subject toliable for any act or failure to act caused by the default of Landlord under the Lease.
(f) So long as Subtenant shall not be in default under the terms and conditions of this Sublease, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Sublease, Subtenant shall have all of the rights of Sublandlord under the Lease with respect to the Subleased Premises.
(g) Notwithstanding anything hereunder to the contrary, the only services or rights to which Subtenant is entitled hereunder are those to which Sublandlord is entitled under the Lease and for all such services and rights Subtenant shall look to Landlord under the Lease, purchase and Sublandlord shall have no obligation to supply any such services or perform any other obligation of Landlord.
(h) Sublandlord shall forward to Subtenant copies of all notices received by Sublandlord from Landlord under the UnitsLease, which materially affect the Subtenant’s rights, title or interest in the Subleased Premises. The Units Sublandlord agrees punctually to perform all of its obligations as Tenant under the Lease and to use due diligence to cause Landlord to perform all of its obligations under the Lease.
(i) Notwithstanding anything herein to the contrary or any right acquired pursuant hereto, the Subtenant shall be not limit, interfere with or restrict in any way Sublandlord’s using or further dividing or subletting to any third party(ies), any of the remaining on or about 33,957 square feet leased for commercial purposes onlyby Sublandlord under the Lease, and not for consumer, personal, home in whole or family purposesin part(s).
Appears in 1 contract
Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Changematerial adverse change to the general affairs, management, results of operations, condition (financial or otherwise) or prospects of Lessee, whether or not arising from transactions in the ordinary course of business, (b) there is any material adverse deviation by Lessee from the business plan of Lessee presented to and not disapproved in writing by Lessor, since the date first written on the cover page of this Lease, (c) any Event of Default exists. Lessor shall have no obligation to fund any Schedule , or (d) if any term or condition in such any Schedule is not satisfied by the Delivery Date of such Schedule. This Lease shall constitute a "Finance Lease" under Division 10 of the California Uniform Commercial Code ("UCC"); provided, however, that the characterization of this Lease as a "Finance Lease" is for purposes of Division 10 of the UCC only, and shall not affect the accounting treatment of this Lease. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that that, at the time of each Schedule, it has will have received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the UnitsUnits covered by such Schedule. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposes. This Lease describes the terms of, and is intended by the parties hereto to be, a true lease; provided, however, that the parties acknowledge that the terms and conditions of the Lease may, alternatively, create a secured financing or lease for security. If this Lease as supplemented by any Schedule constitutes a security agreement or lease for security, the Lessee hereby grants a security interest to Lessor in all of Lessee's right, title and interest in the Units described in Annex A to such Schedule and the proceeds thereof, to secure all of Lessee's obligations under this Lease and such Schedule.
Appears in 1 contract
Sources: Master Equipment Lease Agreement (Calypte Biomedical Corp)
Lease. Lessor agrees Twenty-fifth. - The foregoing rights and remedies are not Provisions intended to lease be exclusive but additional to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and Not Exclusive remedies conferred upon Lessee the Landlord would otherwise have by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance law. Leasing Twenty-sixth. - All of the leased propertyterms, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms covenants and conditions of Binding On this Leaselease shall inure to the benefit of and be binding upon Heirs, purchase the Units. The Units shall be leased for commercial purposes onlyrespective heirs, executors, administrators, successors Successors, and assigns of the parties hereto. However, in the event of Etc. the death of the Tenant, if an individual, the Landlord may, at its option, terminate this lease by notifying the executor or administrator of the Tenant at the demised premises. Tenant Twenty-seventh. - This lease and the obligations of Tenant to Obligation pay rent hereunder and perform all of the other covenants and agreements hereunder on part of Tenant to be performed shall in nowise be affected, impaired or excused because Landlord is unable to supply or is delayed in supplying any service expressly or implied to be supplied or is unable to make, or is delayed in making any repairs, additions, alterations or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of governmental preemption in connection with the National Emergency declared by the President of the United States or in connection with any rule, order or regulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by the war. No Oral Twenty-eighth. - This instrument may not for consumer, personal, home or family purposesbe changed orally. Changes Trash Twenty-ninth. - It is understood that Tenant shall comply with and Recycle the trash and recycling program as outlined and enforced by the Boro of Red Bank and by the Landlord. It is understood that trash is picked up each evening by the Borough of Red Bank from a deposit container provided by Landlord in designated area of parking lot. Tenant shall deposit his office trash in said container.
Appears in 1 contract
Sources: Lease Agreement (BigString CORP)
Lease. Lessor The Mortgaged Property includes a leasehold estate pursuant to the Lease under which Mortgagor is the lessee. In respect of the Lease, ▇▇▇▇▇▇▇▇▇ hereby covenants, warrants and agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: with Mortgagee that:
(a) there is any Material Adverse ChangeIn no event shall Mortgagor do or permit to be done, or omit to do or permit the omission of, any act or thing, the doing of or omission to do, which would impair the lien of this Mortgage or would constitute grounds for the termination of any such Lease, or, with the giving of notice or the passage of time or both, would entitle the landlord thereunder to declare a forfeiture thereof or a default thereunder, or to re-enter the property covered by such Lease;
(b) Mortgagor will not release, surrender or terminate the Lease without the prior written consent of Mortgagee, nor without similar consent will Mortgagor modify, amend or change in any Event manner any of Default exists. Lessor the terms, provisions, covenants or agreements contained in the Lease, except for such amendments as do not materially reduce the rights or increase the obligations of Mortgagor under the Lease;
(c) There shall have be no obligation to fund merger of any Schedule if of the Lease or the estate created thereby or of any term building, building service equipment or condition other improvements now or hereafter constituting a portion of the Mortgaged Property with the fee estate of the land and premises covered by such Lease, by reason of the fact that any of said Agreements or the interests and estates created thereby or any interest in such Schedule is not satisfied building, equipment or other improvement be held directly or indirectly by or for the Delivery Date account of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, any person or persons who shall constitute a "finance lease" under hold the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance fee estate in that portion of the leased property, (iii) recover damages from Lessor for breach of warranty Mortgaged Property covered by such Lease or for any other reason, (iv) claim a security portion thereof or any interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments such fee estate; nor shall there be a merger by reason of the fact that all or any part of the estates or any claimed damages resulting from Lessor's default interests of Mortgagor under this the Lease may be conveyed or mortgaged to a person who shall hold the fee estate in the Premises covered thereby or any portion thereof; and
(d) If Mortgagor (or a successor under the Lease, (vi) accept partial delivery becomes the owner of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any fee estate of the Equipment. Lessee acknowledges that it has received Premises covered thereby, this Mortgage shall, without further act or deed, be deemed to have spread to, shall cover and approved the terms of the agreements with the vendors under which Lessor will, subject such fee estate to the terms lien and conditions charge of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesMortgage.
Appears in 1 contract
Sources: Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement (MGP Ingredients Inc)
Lease. This Lease establishes the general terms and conditions by which Lessor agrees to may lease to any individual Lessee and Lessee agrees to lease from Lessor the Equipment described in (the "Equipment") listed on each Equipment Schedule on the terms and subject executed periodically pursuant to the conditions specified herein and thereinthis Lease. Each such Equipment Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating incorporate by reference the terms of this Lease, and shall be a separate lease agreement as to the Equipment listed thereon for all purposes, including default. Lessor's If the provisions of an Equipment Schedule conflict with the provisions of this Lease, the provisions of such Equipment Schedule shall prevail. Although each Equipment Schedule may be executed only by an Individual Lessee, each individual Lessee and its respective successors and assigns shall be absolutely and unconditionally jointly and severally liable for each and every obligation to fund Schedules arising under this Lease shall terminate on and any Equipment Schedule thereto. Each Individual Lessee agrees that Lessor may proceed directly against any Individual Lessee for the Commitment Termination Date; providedpayment, however, that if the event in either clause (i) performance or clause (ii) observance of the definition each and every obligation of Commitment Termination Date shall occur and any Individual Lessee under this Lease or any Equipment Schedule thereto. The obligations of any Individual Lessee shall not be subject to any counterclaim, setoff, recoupment or defense based upon any claim any Individual Lessee may have ordered additional Equipment prior to such date and identified against any other Individual Lessee or the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute remain in full force and unconditionaleffect without regard to, and shall not be subject toreleased, and discharged or in any way affected by, any circumstance or condition affecting any Individual Lessee, including without limitation (a) any waiver, consent, extension, renewal, indulgence or other action or inaction under or in respect of this Lease or any Equipment Schedule; (b) any invalidity or unenforceability, in whole or in part, of any such agreement or instrument with respect to any Individual Lessee; (c) any failure on the part of any Individual Lessee for any reason to perform or comply with any term of any Equipment Schedule; (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to any other Individual Lessee its properties or creditors; or (e) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, with respect to any other Individual Lessee. Each Individual Lessee hereby waives any right requirement of diligence or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lesseepromptness on the part of the Lessor in the enforcement of the Lessor's rights to (i) cancel hereunder or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for under any other reason, (iv) claim a security interest in any rejected property in Lessee's possession Loan Document with respect to the obligations of itself or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Leaseother Individual Lessee. Without limiting the foregoing any failure to make any demand upon, (vi) accept partial delivery of the Equipment, (vii) "cover" by making to pursue or exhaust any purchase rights or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposes.remedies against
Appears in 1 contract
Lease. Lessor to Tenant on or before such date for any reason whatsoever, this Lease shall not be void or voidable for a period of 180 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to lease accept possession of the Premises in its then existing condition, "as-is", including all patent and latent defects. Except as otherwise specifically provided herein, Tenant's taking possession of any part of the Premises shall be deemed to Lessee be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating accordance with the terms of this LeaseLease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession or within one hundred twenty (120) days thereafter. Lessor's obligation to fund Schedules under this Lease shall terminate on At the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) time Landlord delivers possession of the definition of Commitment Termination Date Premises to Tenant, Landlord and Tenant shall occur and Lessee shall have ordered additional Equipment prior to such date and identified together execute an acceptance agreement in the specific installation of such Equipment in writing to Lessorform attached as Exhibit D, then the Commitment Termination Date shall be extended by three monthsappropriately completed. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor Landlord shall have no obligation to fund any Schedule if any term or condition in deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such Schedule is not satisfied by the Delivery Date of such Schedule. This Leaseacceptance agreement has been executed, and LesseeTenant's obligation to pay all rent Base Monthly Rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and Additional Rent shall not be subject to, and Lessee hereby waives any right excused or delayed because of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) LesseeTenant's rights failure to (i) cancel or repudiate this Lease, (ii) reject or revoke execute such acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesagreement.
Appears in 1 contract
Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor shall remain upon and be surrendered with the Equipment described in each Schedule on the terms and subject Demised Premises as a part thereof.
17.7 Tenant shall repair any damage to the conditions specified Demised Premises caused by Tenant's removal of any property from the Demised Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant.
17.8 All business and therein. Each Schedule trade fixtures, machinery and equipment, built-in furniture and cabinets, including but not limited to, those items listed on Exhibit "E" attached hereto, together with all additions and accessories thereto, installed in and upon the Demised Premises and paid for by Landlord shall constitute a separate be and independent lease remain the property of Landlord and contractual obligation of Lessee incorporating shall not be removed by Tenant at any time during the terms Term of this LeaseLease (except with Landlord's prior written consent). LessorNotwithstanding anything to the contrary contained herein, in no event may Tenant remove from the Demised Premises any improvement which materially or adversely affects any Building system or as to which Landlord contributed payment (including, without limitation, the Leasehold Improvements or fume hoods to which Landlord contributed payment), without Landlord's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Dateprior written consent, which may be withheld in Landlord's sole discretion; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and Landlord shall not be subject towithhold its consent to the removal of any improvements which may affect the Building systems and which Landlord has not contributed payment if following such removal Tenant restores the Demised Premises to its original condition (including, and Lessee hereby waives any right of or towithout limitation, abatementif deemed necessary by Landlord, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights required adjustments to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance the HVAC system). If Tenant shall fail to remove all of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover its effects from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject Demised Premises prior to the terms and conditions termination of this Lease, purchase then Landlord may, at its option, remove the Units. The Units shall be leased for commercial purposes onlysame in accordance with law, and not store said effects, and Tenant agrees to pay Landlord upon demand any expenses incurred for consumersuch removal and storage or Landlord may, personalat its option, home in accordance with law, sell said property or family purposesany of the same, for such price as Landlord may obtain and apply the proceeds of such sale against any amounts due under this Lease from Tenant to Landlord and against any expenses incident to the removal, storage and sale of said personal property.
17.9 [INTENTIONALLY OMITTED]
17.10 Tenant shall pay to Landlord an amount equal to five percent (5%) of the cost to Tenant of all changes installed by Tenant or its contractors or agents (other than Minor Alterations, as hereinafter defined) to cover Landlord's
Appears in 1 contract
Sources: Lease (Axys Pharmecueticals Inc)
Lease. Lessor agrees to lease to Lessee The Leasehold Mortgagee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Ground Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, howeverrespectively, agree that if the event in either clause provided (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee Tern shall have ordered additional Equipment prior commenced pursuant to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Leaseprovisions thereof, (ii) reject or revoke acceptance the Tenant shall he in possession of the leased propertypremises demised under the Lease, (iii) recover damages from Lessor for breach of warranty or for any other reason, the Lease shall be in full force and effect. and (iv) claim a security interest the Tenant shall not be in material default beyond any rejected property in Lessee's possession notice and grace period under any of the terms, covenants or control, (v) deduct from Rental Payments all conditions of the Lease or any of this Agreement on the part of the Tenant to be observed or performed thereunder or hereunder, the right of possession of Tenant and its rights and privileges to the teased premises shall not be terminated, affected or disturbed by (a) the Leasehold Mortgagee in the exercise of any claimed damages resulting from Lessor's default of its rights under this Lease, (vi) accept partial delivery the Leasehold Deed of Trust and any sale of the Equipment, (vii) "cover" by making Improvements pursuant to the exercise of any purchase rights and remedies under the Leasehold Deed of Trust or lease otherwise shall be made subject to Tenant’s right of other property in substitution for property due from Lessor, (viii) recover from possession under the Lessor any general, special, incidental or consequential damages, for any reason whatsoeverLease, and (ixh) seek specific performance, replevin or the like for Ground Lessor in the exercise of any of its rights under the Equipment. Lessee acknowledges that it has received Ground Lease and approved the terms any termination of the agreements with Ground Lease pursuant to the vendors exercise of any rights and remedies under which Lessor will, the Ground Lease or otherwise shall be made subject to Tenant’s right of possession under the terms Lease. Further, the Leasehold Mortgagee and conditions the Ground Lessor. respectively, agree not to join Tenant as a party defendant in any action or proceeding foreclosing the Leasehold Deed of this Lease, purchase Trust unless such joinder is necessary to foreclose the Units. The Units shall be leased Leasehold Deed of Trust and then only for commercial purposes only, such purpose and not for consumer, personal, home or family purposesthe purpose of terminating the Lease.
Appears in 1 contract
Lease. Lessor agrees to lease to Lessee costs and Lessee agrees to lease from Lessor attorney fees incurred by Landlord in connection with the Equipment described evaluation, processing, and/or documentation of any requested Transfer, whether or not Landlord's consent is granted. Landlord's reasonable costs shall include the cost of any review or investigation performed by Landlord or consultant acting on Landlord's behalf of (i) Hazardous Materials (as defined in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms Section 7.2E of this Lease) used, stored, released, or disposed of by the potential Subtenant or Assignee, and/or (ii) violations of Hazardous Materials Law (as defined in Section 7.2E of this lease) by the Tenant or the proposed Subtenant or Assignee. Lessor's obligation Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to fund Schedules under this Lease shall terminate on Landlord an executed counterpart of the Commitment Termination Date; provided, however, that if document evidencing the event in either clause Transfer which (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment is in writing to Lessor, then the Commitment Termination Date shall be extended a form reasonably approved by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this LeaseLandlord, (ii) reject or revoke acceptance of contains the leased propertysame terms and conditions as stated in Tenant's notice given to Landlord pursuant to Paragraph 14.1B, and (iii) recover damages in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without any required Landlord's consent shall constitute an Event of Tenant's Default and shall be voidable at Landlord's option. Landlord's consent to any one Transfer shall not constitute a waiver of the provisions of this Paragraph 14.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from Lessor for breach of warranty or for any other reason, (iv) claim person shall not be deemed to be a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part waiver by Landlord of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions provision of this Lease, purchase the Units. The Units shall Lease nor to be leased for commercial purposes only, and not for consumer, personal, home or family purposesa consent to any Transfer.
Appears in 1 contract
Sources: Lease (Quickturn Design Systems Inc)
Lease. Lessor agrees Subordinate Provided Landlord obtains on behalf of Tenant a commercially reasonable nondisturbance agreement from the applicable mortgagee, this Lease shall be subject and subordinate to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule any mortgage now or hereinafter placed on the terms Lot or Building, or both, or any portion or portions thereof which are separately and subject together hereinafter in this Article IX referred to as "the mortgaged premises", and to each advance made or hereafter to be made under any mortgage, and to all renewals, modifications, increases, consolidations, replacements and extensions thereof and all substitutions therefor. The foregoing provision shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord or any mortgagee may request. In the event that any mortgagee or its respective successor in title shall succeed to the conditions specified herein interest of Landlord, then, at the option of such mortgagee or successor, this Lease shall nevertheless continue in full force and thereineffect and Tenant shall and does hereby agree to attorn to such mortgagee or successor and to recognize such mortgagee or successor as its Landlord. Each Schedule Any mortgagee shall constitute have the election to subordinate its mortgage to this Lease, exercisable by sending a separate and independent lease and contractual obligation notice of Lessee incorporating such election to Tenant, which notice may be recorded at the option of the mortgagee. Provided that Tenant is not in default under any of the terms of this Lease. Lessor, Landlord shall use diligent efforts to obtain from any such mortgagee on Tenant's obligation behalf an agreement on the part of such mortgagee to fund Schedules under recognize this Lease and all of Tenant's rights hereunder as though this Lease were prior to any such mortgage, such agreement to be in form and substance of the Subordination, Non-Disturbance and Attornment Agreement attached hereto as Exhibit E and incorporated herein by reference (the "Non-Disturbance Agreement"), subject to the execution and delivery by ▇▇▇▇▇▇, at the time of execution of this Lease, of the Non-Disturbance Agreement (and Tenant acknowledges that the execution of such Non-Disturbance Agreement by ▇▇▇▇▇▇▇▇'s mortgagee shall terminate on be at the Commitment Termination Date; sole discretion of such mortgagee), provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessormortgagee, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof purchaser at any time if: a foreclosure sale or otherwise, shall not be:
(a) there is liable for any Material Adverse Change, act or omission of a prior Landlord (including the Landlord); or
(b) subject to any Event offset or defenses which the Tenant might have against any prior landlord (including the Landlord); or
(c) bound by any rent or additional rent which the Tenant might have paid in advance to any prior landlord (including Landlord) for any period beyond the month in which foreclosure or sale occurs; or
(d) bound by any security deposit which Tenant may have paid to any prior landlord (including Landlord), unless such deposit is in an escrow fund available to the mortgagee; or
(e) bound by any agreement or modification of Default exists. Lessor the Lease made without the consent of the mortgagee; or
(f) bound by any notice of termination given by any prior landlord (including Landlord) without the mortgagee's written consent thereto; or
(g) personally liable under this Lease and the mortgagee's liability under the Lease shall have no obligation be limited to fund the ownership interest of the mortgagee in the Premises; or
(h) liable for any Schedule if any term fact or circumstance or condition in to the extent existing or arising prior to the mortgagee's (or such Schedule is not satisfied by purchaser's) succession to the Delivery Date interest of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" the Landlord under the California Uniform Commercial Code ("UCC") Lease and shall be absolute and unconditional, and such mortgagee or such purchaser further shall not be subject toliable except during that period of time, if any, in which such mortgagee or purchaser and Lessee hereby waives any right Tenant are in privity of estate. Any claim by ▇▇▇▇▇▇ under the Lease against the mortgagee or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance such successor shall be satisfied solely out of the leased property, (iii) recover damages from Lessor for breach mortgagee's or such successor's interest in the Premises and Tenant shall not seek recovery against or out of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession assets of mortgagee or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposessuch successor.
Appears in 1 contract
Lease. 2.1. The Lessor hereby leases to the Lessee and the Lessee hereby agrees to take on lease to Lessee from the Lessor the Leased Asset(s) described in the Lease Documents attached for the Lease Period stated in item Appendix ‘B’, upon the terms and Lessee conditions herein set forth;
2.2. The Lessee, covenants and agrees to lease pay to the Lessor, upon the execution of this Agreement, the sum specified in Appendix ‘B’ hereto attached as and by way of a security deposit in respect of each item of Leased Assets to be applied at the absolute discretion of the Lessor in respect of any rent or other sum in default under this Agreement at any time or times. The aggregate amounts of the said security deposits shall be deposited in an Account to be opened in the name of the Lessee with the Lessor (hereinafter called “the Security Deposit Account”). The Lessee shall not be entitled to and shall not (except with the prior written consent of the Lessor) make any withdrawals from or deposits in (other than the deposit of the amount of the said security deposits) the Security Deposit Account. The Lessee shall also have no right of set off against the amounts for the time being lying to the credit of the Security Deposit Account or the amount of the said security deposits or any profit accruing, accrued or paid thereon. The Lessor shall, however, be entitled to withdraw from the Equipment described in each Schedule on Security Deposit Account and appropriate for itself such amount as may from time to time be due and owing from the terms Lessee under or pursuant to this Agreement and which may not have been paid to the Lessor by the due date thereof. At the expiry or earlier termination of this Agreement and subject to the conditions specified herein return to the Lessor of the equipment/ machinery/ property in the condition and thereinat the time and in the manner required by this Agreement, the Lessee shall be entitled to receive the amount then lying to the credit of the Security Deposit Account after and subject to the deduction there from of all and any amounts due or owing or which may thereupon or thereafter become due owing from the Lessee to the Lessor under or pursuant to this Agreement, whether on account of rent or additional rent or on account of other costs, charges and expenses or on accounts of amounts which in the opinion of the Lessor may be due and payable under or pursuant to any indemnity given by the Lessee to the Lessor or on account of the purchase price payable by the Lessee to the Lessor in the event the Lessee’s promise to purchase the leased Assets becomes effective.;
2.3. Each Schedule shall constitute a separate The Lessee covenants and independent lease and contractual obligation of Lessee incorporating the terms agrees to pay an amount as Advance Rental on execution of this LeaseAgreement as specified in Appendix ‘B’. Lessor's obligation to fund Schedules This Advance rental shall be accrued as Income by the Lessor as the same becomes due based on the passing of the usage period of lease under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event Agreement in either clause (iaccordance with Appendix ‘B’(Rental Schedule) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee attached hereto.
2.4. The Lessor shall have ordered additional Equipment prior an absolute right to such date and identified apply the specific installation amount of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, Advance rental not yet accrued as income in its sole discretion, terminate its commitment herein to fund absolute discretion in respect of any default in payment of Lease Rentals or for the Lessor's Commitment or payment of any unfunded portion thereof other amounts outstanding under this Lease at any time if: (a) there or form time to time from the Lessee or wherever the Lessor wishes to utilize It.
2.5. If in accordance with Clause 2.3, any amount is utilized by Lessor in respect of any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition rent in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty default or for the payment of any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default amounts outstanding under this Lease, (vi) accept partial delivery of Lease Agreement at any time or from time to time than the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from Lessee will pay to the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposessuch amount immediately.
Appears in 1 contract
Sources: Ijarah/Leasing Agreement
Lease. Lessor agrees As applied to lease this Sublease, the words “Landlord” and “Tenant” as used in the Lease shall be deemed to Lessee refer to Sublandlord and Lessee agrees Subtenant hereunder, respectively. This Sublease shall be subject in all respects to lease from Lessor the Equipment described in each Schedule on terms of, and the rights of Landlord under the Lease. Sublandlord represents that a true and correct redacted copy of the Lease is attached hereto as Exhibit C (the “Redacted Lease”). Subtenant confirms that it has read the Redacted Lease and is familiar with the terms and subject provisions thereof that were not redacted. Except as otherwise expressly provided herein, the covenants, agreements, terms, provisions and conditions of the Redacted Lease insofar as they relate to the conditions specified herein Premises, insofar as they are visible on such Exhibit C (i.e., unredacted), and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating insofar as they are not inconsistent with the terms of this Lease. Lessor's obligation to fund Schedules Sublease are made a part of and incorporated into this Sublease as if recited herein in full, and the rights and obligations of Landlord and the Tenant under this the Lease shall terminate on be deemed the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) rights and obligations of the definition of Commitment Termination Date shall occur Sublandlord and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") Subtenant respectively hereunder and shall be absolute binding upon and unconditionalinure to the benefit of Sublandlord and Subtenant respectively except that the time limits contained in the Lease for the giving of notices, and shall not be subject tomaking of demands, and Lessee hereby waives or performing of any right act, condition or covenant on the part of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of Subtenant as tenant under the leased property, (iii) recover damages from Lessor for breach of warranty Lease or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part the exercise by Sublandlord as landlord under the Lease of any claimed damages resulting from Lessor's default right, remedy or option, are changed for the purposes of incorporation herein by shortening the same in each instance by two (2) business days so that in each instance Subtenant shall have two (2) business days less time to observe or perform under this Sublease than Sublandlord has as tenant under the Lease. As between the parties hereto only, (vi) accept partial delivery in the event of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved a conflict between the terms of the agreements Lease and the terms of this Sublease, the terms of this Sublease shall control only to the extent they are inconsistent with the vendors under which Lessor willterms of the Lease and their respective counterpart provisions in the Lease shall be excluded only to such extent. For purposes of the provisions of the Lease incorporated into this Sublease, subject to except as limited herein or where the terms and conditions of this context otherwise requires, the word “Tenant,” as used in the Lease, purchase shall mean “Subtenant,” the Units. The Units word “Landlord” shall be leased for commercial purposes only, mean “Sublandlord,” the word “Premises” shall mean “Premises,” and not for consumer, personal, home or family purposesthe word “Lease” shall mean “Sublease.”
Appears in 1 contract
Sources: Sublease (Ziprecruiter, Inc.)
Lease. 5.1 The Lessor agrees to lease to Lessee the Lessee, and the Lessee agrees to lease from Lessor the Lessor, the Equipment described upon the terms set forth in each Schedule this Agreement.
5.2 The term of this Agreement shall, unless earlier terminated pursuant to the express provisions hereto, expire on the terms and subject to the conditions specified herein and thereinExpiry Date. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and The Lessee shall have ordered additional no right to request an extension of the Lease Period other than in accordance with Clause 13.8.
5.3 The Lessee leases the Equipment prior "as is". The Lessor does not let or supply the Equipment to the Lessee with or subject to any condition or warranty, express or implied, whether statutory or otherwise, whether as to the state of quality of the Equipment or as to description, repair or fitness for any purpose or otherwise, and all such date conditions and identified the specific installation warranties are hereby expressly excluded.
5.4 No third party (including any affiliate of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment ) has any authority to bind the Lessor or make any unfunded portion thereof at representation or give any time if: (a) there is any Material Adverse Change, warranty or (b) any Event guarantee on behalf of Default exists. the Lessor.
5.5 The Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives liable for any right of defects or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of deficiencies in the leased property, (iii) recover damages from Lessor for breach of warranty Equipment or for any other reason, (iv) claim a security interest direct or consequential damages therefrom or for any interruption in any rejected property in the Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessorbusiness occasioned by the Lessee's default under this Lease, (vi) accept partial delivery of inability to use the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, Equipment for any reason whatsoever. The Lessor shall under no circumstances be liable to provide the Lessee with any replacement equipment
5.6 The Lessor hereby assigns to the Lessee for the Lease Period any and all guarantees, warranties and other rights (ownership excluded) which may have been (or in the future are) given to the Lessor in respect of the Equipment and which the Lessor has the right to assign. The Lessor shall take all reasonable steps, at the cost and expense of the Lessee, to obtain all necessary consents to so assign. To the extent that any rights may not be assigned to the Lessee, such rights shall, as between the Lessor and the Lessee, solely inure to the benefit of the Lessee, and (ix) seek specific performancethe Lessor shall, replevin at the Lessee's sole expense and risk, enforce such rights or give the like for any Lessee a power of attorney to enforce in the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesLessor's name.
Appears in 1 contract
Lease. Lessor agrees Lender shall have the period of time permitted Landlord for curing any default under the Lease as therein provided or, if greater, thirty (30) days after receipt by Lender of such notice, during which time it shall have the right, but not any obligation, to lease to Lessee remedy such default of Landlord, by paying any taxes and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms assessments owing by Landlord, making any repairs and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation improvements, making any deposits or doing any other act or thing required of Lessee incorporating Landlord by the terms of this the Lease. Lessor's obligation ; and all payments so made and all things so done and performed by Lender shall be as effective to fund Schedules prevent the rights of Landlord from being forfeited or adversely affected because of any default under this the Lease shall terminate on as the Commitment Termination Datesame would have been if done and performed by Landlord; provided, however, that if the event in either clause (i) act or clause (ii) omission does not involve the payment of money from Landlord to Tenant and the nature of the definition default, act or omission, the requirements of Commitment Termination Date shall occur local law or prudent mortgage lending practices require Lender to take possession of, appoint a receiver with respect to, or to foreclose on, or otherwise commence legal proceedings to recover possession of, the Premises in order to effect such remedy and Lessee such legal proceedings and consequent remedy cannot reasonably be achieved within the said thirty (30) days, then Lender shall have ordered additional Equipment prior such further time as is reasonable under the circumstances to effect such date remedy (but in any event not to exceed 180 days in the aggregate) provided that Lender shall notify Tenant within thirty (30) days after receipt of Tenant’s notice of Lender’s intention to effect such remedy, and, provided further, that if required under the circumstances, Lender shall institute immediate legal proceedings to appoint a receiver for the Premises or to foreclose on or recover possession of the Premises within said thirty (30) day period and identified thereafter prosecute said proceedings and remedy with due diligence to completion. In the specific installation of such Equipment event that neither Lender nor Landlord cures the default specified in writing to Lessorthe notice within the time periods specified herein, then the Commitment Termination Date Tenant shall be extended by three months. Lessor may, in entitled to exercise and assert its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" rights under the California Uniform Commercial Code ("UCC"Lease against Landlord, but not otherwise. Notwithstanding the foregoing, nothing under this Section 6 or this Agreement shall be deemed to delay, condition or prevent the exercise of Tenant’s express remedies pursuant to Sections 2.5(b), 3.5(e), 6.3, 12.7(b) and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation12.7(c) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of under the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of Lease on the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesset forth therein.
Appears in 1 contract
Lease. Lessor agrees (a) The parties agree that the Sublease is subject and subordinate to lease the terms of the Lease, and all terms of the Lease, other than Sublandlord’s obligation to Lessee pay Monthly Installments of Rent, are incorporated into the Sublease. In no event shall the Sublease or this Consent Agreement be construed as granting or conferring upon the Sublandlord or the Subtenant any greater rights than those contained in the Lease nor shall there be any diminution of the rights and Lessee agrees privileges of the Landlord under the Lease, nor shall the Lease be deemed modified in any respect. Without limiting the scope of the preceding sentence, any construction or alterations performed in or to lease from Lessor the Equipment described Sublet Premises shall be performed with Landlord’s prior written approval and in each Schedule on accordance with the terms and conditions of the Lease. It is hereby acknowledged and agreed that any provisions in the Sublease which limit the manner in which Sublandlord may amend the Lease are binding only upon Sublandlord and Subtenant as between such parties. Landlord shall not be bound in any manner by such provisions and may rely upon Sublandlord’s execution of any agreements amending or terminating the Lease subsequent to the date hereof notwithstanding any contrary provisions in the Sublease.
(b) Without limiting the scope of the foregoing, any construction or alterations performed in or to the Sublet Premises shall be performed with Landlord’s prior written approval and in accordance with the terms and conditions of the Lease. As an accommodation to Sublandlord and Subtenant, Landlord hereby consents to the construction of the alterations described in plans (the “Plans”) attached as Exhibit “F” to the Sublease (the “Sublease Alterations”), provided that Landlord’s consent to such Sublease Alterations shall be subject to the following terms and conditions: (i) Sublandlord and Subtenant shall have complied with all of the terms and conditions specified herein of Article 6 of the Lease, including, without limitation, approval by Landlord of any amendment to the Plans and therein. Each Schedule of the contractors to be retained to perform the Sublease Alterations; (ii) the Sublease Alteration shall constitute a separate be performed in accordance with the Plans and independent lease with the specifications set forth in Exhibit B attached hereto; (iii) Sublandlord shall not be required to remove any portion of the Sublease Alterations described on the Plans with respect to the second floor of the Sublet Premises, so long as such Sublease Alterations comply with the specifications set forth in Exhibit B hereto; (iv) Sublandlord shall be required to remove the portion of the Sublease Alterations described on the Plans with respect to the first floor of the Sublease Premises and contractual obligation shall restore the first floor of Lessee incorporating the Sublet Premises to the condition existing prior to the installation of such Sublease Alterations, all in accordance with the terms of this Articles 6 and 26 of the Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event and (v) except as expressly set forth in either clause (iiii) above, Landlord hereby reserves any and all rights Landlord may have under the Lease to approve any alterations or clause (ii) of improvements to the definition of Commitment Termination Date shall occur Sublet Premises, and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor Landlord may, in its sole discretion, terminate its commitment herein refuse to fund release Sublandlord from any obligation under the Lessor's Commitment Lease to remove alterations or improvements performed by Subtenant in the Sublet Premises and Landlord further reserves the right to condition any unfunded portion thereof such approval or release on Landlord’s receipt of adequate security from Subtenant to ensure the removal and restoration of such alterations or improvements. Sublandlord shall be responsible for all elements of the design of the Plans and any amendments thereto (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Sublet Premises and the placement of Subtenant’s furniture, appliances and equipment), and Landlord’s approval of such Plans shall in no event relieve Sublandlord of the responsibility for such design. Notwithstanding the foregoing, Subtenant agrees for the benefit of Sublandlord and Landlord that prior to the termination or earlier expiration of the term of the Sublease, Subtenant shall remove, at Subtenant’s sole cost at expense, all of Subtenant’s alterations and improvements on the first floor of the Sublet Premises, as Landlord requires Sublandlord to remove pursuant to this Section 7(b); provided that Subtenant’s failure to perform such removal shall not in any time if: (a) there is any Material Adverse Change, way excuse or (b) any Event of Default exists. Lessor shall have no otherwise limit Sublandlord’s obligation to fund any Schedule if any term or condition remove such alterations in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation accordance with this Section 7(b).
(c) Landlord hereby consents to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance Subtenant’s permitted use of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest Sublet Premises described in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery Section 1.10 of the EquipmentSublease, (vii) "cover" by making any purchase or lease so long as such use complies with all of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this the Lease, purchase including without limitation Article 1 of the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesLease.
Appears in 1 contract
Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor If the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; providedLocation is leased or subleased by Operator, however, that if the event in either clause (i) Franchisor shall have the right of approval of such lease or clause sublease, as applicable (the "Lease"), a true and correct copy of which shall be delivered to Franchisor at least 15 days prior to the execution thereof; (ii) the term of said Lease shall be for a period which is not less than the Term of this Agreement, unless Franchisor shall approve, in writing, a shorter term; (iii) Operator shall neither create nor purport to create any obligations on behalf of Franchisor, nor grant or purport to grant to the landlord thereunder any rights against Franchisor, nor agree to any other term, condition, or covenant which is inconsistent with any provision of this Franchise Agreement; (iv) Operator shall duly and timely perform all of the definition of Commitment Termination Date shall occur terms, conditions, covenants and Lessee shall have ordered additional Equipment prior to such date and identified obligations imposed upon him under the specific installation of such Equipment in writing to Lessor, then Lease; (v) the Commitment Termination Date Location shall be extended by three months. Lessor mayconstructed and improved pursuant to the provisions of Section 5.4 hereof; (vi) the Lease shall grant Franchisor an option, without cost or expense to Franchisor, to assume the Lease in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment event of termination or expiration of the Franchise Agreement for any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditionalreason, and shall expressly provide that Franchisor shall have the right (but not be subject tothe obligation) to succeed to Operator's rights under the Lease if Operator fails to exercise any option to renew, and Lessee upon Operator's default thereunder, and that upon any alleged breach thereof by Operator, the landlord thereunder shall be obligated to notify Franchisor in writing at least 15 days prior to its termination or non-renewal and, in the case of a default, Franchisor shall have the right, but not the obligation, to cure the breach and to succeed to Operator's rights under said Lease by giving written notice of such election to Operator and such landlord; Operator hereby waives any right of or to, abatement, reduction, setappoints Franchisor as its attorney-off, defense or counterclaim. Lessee waives any in-fact to execute an assignment and all rights other documents and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights instruments which Franchisor deems necessary or appropriate to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of effectuate the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, foregoing; (vii) "cover" by making any purchase or lease a fully executed copy of other property in substitution for property due from Lessor, said Lease shall be delivered to Franchisor promptly following the execution thereof; and (viii) recover the Lease shall provide that it may not be assigned, subleased, modified or amended without Franchisor's prior written consent and that Franchisor shall be provided with copies of all such assignments, subleases, modifications and amendments, and shall consent in advance to any assignment or sublease to Franchisor or a "▇▇▇▇▇▇▇▇ Coffee" franchisee or licensee approved by Franchisor during the initial term or any renewal term of the Lease. In all cases, the Lease shall provide that upon expiration or termination thereof for any reason, Operator shall, upon Franchisor's demand, remove all of the Marks from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, Location and (ix) seek specific performance, replevin or Premises and modify the like for any decor of the Equipment. Lessee acknowledges Location so that it has received no longer resembles, in whole or in part, a ▇▇▇▇▇▇▇▇ Coffee coffeehouse, kiosk or cart and approved that if Operator shall fail do so, Franchisor will be given written notice and the terms of right to enter the agreements with the vendors under Location and Premises to make such alterations, in which Lessor willevent Operator shall reimburse Franchisor for all direct and indirect costs and expense it may incur in connection therewith, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesincluding attorney's fees.
Appears in 1 contract
Lease. Lessor agrees 7.1 This Sublease is and shall be at all times subject and subordinate to lease the Lease and shall be subordinate to Lessee any mortgage, deed of trust or any other hypothecation or security now or hereafter placed upon the real property of which the Subleased Premises are a part and Lessee agrees to lease from Lessor any and all advances made on the Equipment described security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof.
7.2 Except as otherwise expressly provided to the contrary in each Schedule on this Sublease or except to the extent the terms and subject conditions of the Lease are inconsistent herewith (i) all of the rights and obligations conferred and imposed by the Lease on the "Tenant" thereunder are hereby conferred and imposed upon Subtenant, and all of the rights conferred by the Lease upon the "Landlord" thereunder are hereby conferred upon Sublandlord, and (ii) the terms and conditions of the Lease applicable to the conditions specified Subleased Premises are hereby incorporated herein by reference as if Sublandlord were "Landlord" and thereinSubtenant were "Tenant" thereunder. Each Schedule Notwithstanding the foregoing or any other provision of this Sublease to the contrary, Subtenant expressly agrees that
(i) Sublandlord shall constitute a separate not be obligated to perform, and independent lease shall not be liable or responsible for the performance or failure of performance by Landlord of, any of the obligations of Landlord under the Lease nor shall Sublandlord be deemed to make, or be liable or responsible for the breach of, any representation or warranty made by Landlord under the Lease (to the extent the same relate to the Subleased Premises or otherwise), (ii) Subtenant shall not require any performance by Sublandlord hereunder with respect to the Subleased Premises which is performable by Landlord for the benefit of Sublandlord under the Lease and contractual (iii) Subtenant shall have no claim against Sublandlord for any default, breach or failure of performance or other misconduct of Landlord under the Lease or otherwise. Without limitation of the foregoing, Sublandlord shall have no obligation during the Term of this Sublease to render any services (such as those Landlord provides to Sublandlord under the Lease) to Subtenant with respect to the Subleased Premises or to expend any money for the preservation or repair of the Subleased Premises.
7.3 During the Term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Subtenant does hereby expressly assume and agree to perform and comply with, for the benefit of Sublandlord and Landlord, each and every obligation of Lessee incorporating Sublandlord under the terms of Lease with respect to the Subleased Premises except to the extent inconsistent with this LeaseSublease. Lessor's obligation to fund Schedules The obligations that Subtenant has assumed under this Paragraph 7.3 are hereinafter referred to as the "Subtenant's Assumed Obligations". Without limitation of the foregoing, the following provisions of the Lease shall terminate be inapplicable to this Sublease: Article 1, Article 3, Section 4.1, Section 4.2, Section 4.7, Article 6, Article 31, Exhibit A, Exhibit C, and Rider to Lease.
7.4 Subtenant shall indemnify, defend and hold harmless Sublandlord from and against any and all liabilities, judgments, damages, claims, demands, losses, costs and/or expenses (including, without limitation, reasonable attorneys' fees and expenses), arising out of Subtenant's failure to comply with or perform Subtenant's Assumed Obligations.
7.5 Sublandlord represents to Subtenant that the Lease is in full force and effect and that, to Sublandlord's knowledge, no default exists on the Commitment Termination Datepart of any party to the Lease.
7.6 Landlord's acceptance of any payment or performance from Subtenant, regardless of the circumstances or reasons therefor, shall in no manner whatsoever be deemed an attornment by Subtenant to Landlord or a recognition or non-disturbance of Subtenant or this Sublease or to serve to release Sublandlord from any liability under the terms, covenants, conditions or provisions under the Lease; provided, however, that if the event nothing herein shall in either clause (i) any manner obligate Landlord to accept any such payment or clause (ii) performance. The Sublease Term shall expire and come to an end on its stated expiration date or any earlier termination hereof or concurrently with any termination of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified Suite 560 Lease or the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or Suite 500 Lease for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposes.
Appears in 1 contract
Sources: Sublease (Lightspan Inc)
Lease. Lessor agrees Twenty-fifth. - The foregoing rights and remedies are not Provisions intended to lease be exclusive but additional to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and Not Exclusive remedies conferred upon Lessee the Landlord would otherwise have by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance law. Leasing Binding On Twenty-sixth. - All of the leased propertyterms, (iii) recover damages from Lessor for breach covenants and conditions Heirs, of warranty this lease shall inure to the benefit of and be binding Successors, upon the respective heirs, executors, administrators, Etc. successors and assigns of the parties hereto. However, in the event of the death of the Tenant, if an individual, the Landlord may, at its option, terminate this lease by notifying the executor or for any administrator of the Tenant at the demised premises. Tenant Twenty-seventh. - This lease and the obligation of Tenant to Obligation pay rent hereunder and perform all of the other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any covenants and agreements hereunder on part of Tenant to be performed shall in nowise be affected, impaired or excused because Landlord is unable to supply or is delayed in supplying any claimed damages resulting service expressly or implied to be supplied or is unable to make, or is delayed in making any repairs, additions, alterations or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from Lessor's default under this Lease, (vi) accept partial delivery so doing by reason of governmental preemption in connection with the National Emergency declared by the President of the EquipmentUnited States or in connection with any rule, (vii) "cover" order or regulation of any department or subdivision thereof of any governmental agency or by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipmentconditions of supply and demand which have been or are affected by the war. Lessee acknowledges No Oral Twenty-eighth. - This instrument may not be changed orally. Changes Trash and Twenty-ninth. - It is understood that it has received and approved the terms of the agreements Tenant shall comply Recycle with the vendors under which Lessor will, subject to trash and recycling program as outlined and enforced by the terms Boro of Red Bank and conditions by the Landlord. It is understood that trash is picked up each evening by the Borough of this Lease, purchase the UnitsRed Bank from a deposit container provided by Landlord in designated area of parking lot. The Units Tenant shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesdeposit his office trash in said container.
Appears in 1 contract
Sources: Lease Agreement (BigString CORP)
Lease. Lessor (a) Except as may be inconsistent with the terms hereof, all of the terms, provisions, covenants and conditions contained in the Lease are incorporated herein by reference and are made a part of this Sublease with the same force and effect as if Sublessor were the Landlord under the Lease and Sublessee were the Tenant thereunder from and after the Sublease Commencement Date, and: (i) in case of any breach of this Sublease by Sublessor, Sublessee shall have all of the rights and remedies against the Sublessor as would be available to Tenant against Landlord under the Lease if such breach were made by the Landlord thereunder; and (ii) in case of any breach of this Sublease by Sublessee, Sublessor shall have all of the rights and remedies against the Sublessee as would be available to Landlord against Tenant under the Lease if such breach were made by the Tenant thereunder. Further, any references in the Lease to the “Premises” shall mean and be deemed to be references to the “Subleased Premises.”
(b) Sublessee shall not do anything which would cause the Lease to be terminated or forfeited, and Sublessee shall indemnify and hold Sublessor harmless from and against any and all claims, liabilities, losses, damage, demands, expenses (including without limitation reasonable attorney’s fees), actions and causes of action of any kind whatsoever by reason of any breach or default on the part of Sublessee hereunder by reason of which the Lease may be terminated or forfeited, including, without limitation, the failure to pay any and all amounts due and payable by Sublessee under this Sublease, whether characterized as Base Rent, Additional Rent, or otherwise, on or before the date when due pursuant to the provisions of this Sublease.
(c) This Sublease is separate from and subject and subordinate to the Lease. If the Lease terminates, this Sublease shall automatically terminate, and Sublessor shall not be liable to Sublessee for any damages arising out of such termination.
(d) Sublessee shall have all of the rights of Sublessor under the Lease with respect to the Subleased Premises.
(e) Sublessor agrees to lease fulfill all its obligations under the Lease, including the payment of all amounts due and payable by Sublessor under the Lease, whether characterized as Basic Rent, Additional Rent, Taxes, or otherwise, on or before the date when due pursuant to Lessee the Lease. Sublessor shall not cause a termination of the Lease, nor enter into any agreement that will modify or amend the Lease so as to adversely affect Sublessee’s right to use and Lessee occupy the Subleased Premises or any other rights of Sublessee under this Sublease, or increase or adversely affect the obligations of Sublessee under this Sublease. Sublessor agrees to lease indemnify, defend and hold Sublessee harmless from Lessor and against any claim with respect to matters occurring or arising prior to the Equipment described in each Schedule Commencement Date from Sublessor’s use of the Subleased Premises or the conduct of its business or from any activity, work or thing done, permitted or suffered by Sublessor on or about the Subleased Premises, and from any claim from injury or damage to any person or property while on or about the Subleased Premises. Sublessor shall also indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damage, demands, expenses (including, without limitation, reasonable attorney’s fees), actions and causes of action of any kind whatsoever by reason of any breach or default on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation part of Lessee incorporating Sublessor of the terms of this the Lease. Lessor's obligation , including, without limitation, the failure to fund Schedules pay any and all amounts due and payable by Sublessor under this Lease shall terminate the Lease, whether characterized as Basic Rent, Additional Rent, or otherwise, on or before the Commitment Termination Datedate when due pursuant to the Lease; provided, however, that if Sublessee fails to pay to Sublessor any and all amounts due and payable by Sublessee under this Sublease, whether characterized as Base Rent, Additional Rent, or otherwise, on or before the event in either clause date when due hereunder, Sublessee shall thereby forego and waive its right hereunder with respect to Sublessor’s liability for and indemnification of Sublessee as to any and all claims, liabilities, losses, damage, demands, expenses (including, without limitation, reasonable attorney’s fees), actions and causes of action related thereto.
(f) Sublessor, as sublessor under this Sublease, shall have the benefit of all rights, remedies and limitations of liability enjoyed by Landlord, as the landlord under the Lease, but (i) Sublessor shall have no obligations under this Sublease to perform the obligations of Landlord, as landlord under the Lease, including without limitation any obligation to provide services or clause maintain insurance; (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and Sublessor shall not be subject to, and Lessee hereby waives bound by any right of representations or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance warranties of the leased property, Landlord under the Lease; (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part instance where the consent of any claimed damages resulting from Lessor's default Landlord is required under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements Lease, the consent of Sublessor and Landlord shall be required; and (iv) Sublessor shall not be liable to Sublessee for any failure or delay in Landlord’s performance of its obligations, as landlord under the Lease; provided, however, that whenever there shall be any right to enforce any rights against Landlord under the Lease with the vendors under which Lessor will, subject respect to the terms and conditions Subleased Premises, including without limitation, a default by Landlord relating to the Subleased Premises, Sublessor shall promptly notify eSped in writing of this Lease, purchase the Units. The Units shall be leased for commercial purposes onlysuch default, and not for consumerSublessor shall use reasonable efforts to efforts to enforce such rights. If such a request is made and Sublessor fails to enforce such rights within a reasonable period of time thereafter, personaland Landlord fails to cure, home then eSped shall have the right, in its own name, or family purposesin Sublessor’s name, to attempt to enforce any such rights of eSped, at its sole expense.
Appears in 1 contract
Sources: Sublease Agreement (Omtool LTD)
Lease. Lessor agrees to lease to Lessee For the purposes hereof, any deductible or other self-insurance by the Landlord shall be considered a part of the net insurance proceeds available for restoration. However, if the Premises, such access and Lessee agrees to lease from Lessor the Equipment described in each Schedule on Garage shall be substantially damaged or destroyed by fire, windstorm, or otherwise within the terms and subject to last year of the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms Term of this Lease. Lessor's obligation , as the same has been extended, either party shall have the right to fund Schedules under terminate this Lease shall terminate on Lease, provided that notice thereof is given to the Commitment Termination Dateother party not later than sixty (60) days after such damage or destruction; provided, however, that if Landlord has so exercised such option and if Tenant then has a right under this Lease to extend the event term of this Lease then Tenant may render Landlord's exercise of such right of termination nugatory and of no force or effect provided that Tenant gives Landlord notice exercising such right of extension within ten (10) business days after its receipt of Landlord's notice of termination; and further provided that if only portions of the Premises have been damaged (on a floor by floor basis) and the access to such portions of the Premises have not been damaged Tenant shall have the right to occupy the portions of the Premises not so damaged for the remainder of what would have been the term of this Lease upon all the terms and conditions hereof but such occupancy must be on a floor by floor basis for any floor not so damaged. If said right of termination is exercised, this Lease and the term hereof shall cease and come to an end as of the date of said damage or destruction. Further, if the Premises, such access and the Garage shall be substantially damaged or destroyed by fire or casualty and the Landlord shall fail to commence the restoration thereof within sixty (60) days after the date of such damage or destruction (such 60 day period to be extended to the extent necessary for the Landlord to obtain insurance proceeds and building permits to effect such restoration and to the extent of any Landlord's Force Majeure), then Tenant may elect to terminate this Lease by notice to Landlord given before the Landlord has commenced such work and the termination shall take effect unless Landlord commences such work within thirty (30) days after such notice; and if after having commenced such restoration work, the Landlord shall fail to substantially complete such work within 270 days after its commencement, such 270-day period to be extended for up to ninety (90) days to the extent of delays due to Landlord's Force Majeure, then Tenant may elect to terminate this Lease by notice to Landlord given before Landlord shall have so completed such work and such termination shall take effect unless Landlord so completes such work within thirty (30) days after such notice. Unless this Lease is terminated as provided in either clause this Section 11.2, or in Section 11.4, if the Premises shall be damaged or destroyed by fire or other casualty, then the Tenant shall (i) or clause (ii) repair and restore all portions of the definition Premises not required to be restored by Landlord pursuant to this Article XI to substantially the condition which such portions of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation Premises were in at the time of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Leasecasualty, (ii) reject equip the Premises with trade fixtures and all personal property -40- necessary or revoke acceptance proper for the operation of the leased propertyTenant's business, and (iii) recover damages from Lessor open for breach of warranty or for any other reason, (iv) claim a security interest business in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesPremises - as soon thereafter as possible.
Appears in 1 contract
Sources: Office Lease (Keane Inc)
Lease. Lessor Sublessee acknowledges that it has read and examined the Lease, a copy of which is attached hereto as Exhibit A, and is fully familiar with the terms, covenants and conditions on the Lessee’s part as tenant to be performed thereunder. The parties hereto acknowledge and agree that all the rights and obligations granted to Lessee (as lessee under the Lease) are not necessarily granted to Sublessee, as Sublessee shall have only those rights and obligations as are specifically set forth in this Sublease. Lessee covenants and agrees to lease to Lessee fully and Lessee agrees to lease from Lessor the Equipment described in each Schedule on faithfully perform the terms and subject conditions of the Lease and this Sublease on its part to be performed. Neither Lessee nor Sublessee shall do or cause to be done or suffer or permit any act to be done which would cause the conditions specified herein and thereinLease, or the rights of Lessee, as tenant, under the Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Lessee to be in default thereunder or liable for any damage, claim or penalty. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of Sublessee agrees, as an express inducement for Lessee’s executing this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, howeverSublease, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, conflict between the provisions of this Sublease and the provisions of the Lease which would permit Sublessee to do or (b) cause to be done or suffer or permit any Event of Default exists. Lessor shall have no obligation act or thing to fund any Schedule if any term or condition in such Schedule be done which is not satisfied prohibited by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under Lease then the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance provisions of the leased property, (iii) recover damages from Lessor Lease shall prevail except for breach of warranty the limitations set forth herein in Sections 3 and 7. If the Lease terminates or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, is terminated for any reason whatsoever, then the Term shall terminate simultaneously therewith. Lessee shall have no duty to perform any obligations of the Lessor under the Lease and (ix) seek specific performance, replevin shall under no circumstances be responsible for or the like liable to Sublessee for any default, failure or delay on the part of the Equipment. Lessee acknowledges that it has received and approved Lessor in the terms performance of any obligations under the Lease, nor shall such default of the agreements with Lessor affect this Sublease or waive or defer the vendors performance of any of Sublessee’s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Lessor, Lessee agrees, upon notice from Sublessee, to make demand upon Lessor to perform its obligations under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposes.
Appears in 1 contract
Lease. Lessor agrees SELLER shall not agree to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) any amendment or clause (ii) modification of the definition current lease in place at the PROPERTY (the “Lease”) after the Effective Date without the prior written consent of Commitment Termination Date COUNTY. SELLER shall occur and Lessee shall have ordered additional Equipment prior promptly notify COUNTY of any fact or circumstance that becomes known to such date and identified SELLER, which would make any of the specific installation of such Equipment in writing to Lessorforegoing representations or warranties untrue, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: provided that (a) there where any such fact or circumstance was not known to SELLER as of the Effective Date, SELLER shall not be in default hereunder, but COUNTY shall have the right to terminate this Agreement in accordance with the terms hereof, and (b) where such fact or circumstance was known to SELLER on or prior to the Effective Date, SELLER shall be in default hereunder. All references in this Section 12 or elsewhere in this Agreement and/or in any other document or instrument executed by SELLER in connection with or pursuant to this Agreement, to “SELLER’s actual knowledge” or “to the knowledge of SELLER” and words of similar import shall refer solely to facts within the actual knowledge (without independent investigation or duty of inquiry) of ___________ and shall not be construed to refer to the knowledge of any other employee, officer, partner, or agent of SELLER or any affiliate of SELLER and shall in no event be deemed to include imputed or constructive knowledge. _________ is deemed by SELLER to the person most knowledgeable regarding the PROPERTY within the SELLER. The reference herein to ______________ is used solely as a basis to define the scope and limit of SELLER’s knowledge and shall not cause such persons to incur any Material Adverse Changeliability for anything in connection with the PROPERTY, this Agreement, or the transaction contemplated hereunder, including, without limitation, any breach of SELLER’s representations or warranties. COUNTY’s Acknowledgement of Diligence in Investigating the PROPERTY. COUNTY represents and warrants, which representations and warranties shall survive the Close of Escrow and not be merged with the Deed, that, COUNTY shall have inspected and conducted tests and studies of the PROPERTY as COUNTY desires, and that COUNTY will be prior to the Close of Escrow familiar with the general condition of the PROPERTY. COUNTY understands and acknowledges that the PROPERTY may be subject to earthquake, fire, floods, erosion, high water table, dangerous underground soil conditions, hazardous substances and similar occurrences that may alter its condition or affect its suitability for any proposed use. SELLER shall have no responsibility or liability with respect to any such occurrence or condition. COUNTY represents and warrants that COUNTY is acting, and will act, only upon information obtained by COUNTY directly from COUNTY’s own inspection and investigation of the PROPERTY. Notwithstanding anything to the contrary contained in this Agreement, except as explicitly set forth herein, the suitability or lack of suitability of the PROPERTY for any proposed or intended use, or availability or lack of availability of (a) permits or approvals of governmental or regulatory authorities, or (b) easements, licenses or other rights with respect to any Event such proposed or intended use of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunderPROPERTY, shall constitute a "finance lease" under not affect the California Uniform Commercial Code ("UCC") rights or obligations of, or excuse the performance of obligations by COUNTY hereunder. As-Is Sale. COUNTY acknowledges and shall be absolute agrees that, except as specifically provided in this Agreement, SELLER has not made, does not make and unconditionalspecifically negates and disclaims any representations, and shall not be subject warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, and Lessee hereby waives any right of concerning or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights with respect to (i) cancel or repudiate this Lease, value; (ii) reject or revoke acceptance of the leased property, income to be derived from the PROPERTY; (iii) recover damages from Lessor for breach the suitability of warranty or the PROPERTY for any other reasonand all activities and uses which COUNTY may conduct thereon, including, without limitation, the possibilities for future development of the PROPERTY; (iv) claim a security interest in any rejected property in Lessee's possession the nature, quality or controlcondition of the PROPERTY, including, without limitation, the water, soil, and geology; (v) deduct from Rental Payments all the compliance of or by the PROPERTY or its operation with any laws, rules ordinances, or regulations or any part of any claimed damages resulting from Lessor's default under this Lease, applicable governmental authority or body; (vi) accept partial delivery of the Equipmentcompliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements; (vii) "cover" by making any purchase the presence or lease absence of other property in substitution for property due from LessorHazardous Substances at, on, under, contiguous or adjacent to the PROPERTY; or (viii) recover from the Lessor any generalpresence or absence of endangered species at, specialon, incidental under, contiguous or consequential damages, for any reason whatsoever, and adjacent to the PROPERTY; or (ix) seek specific performanceany other matter. SELLER shall have no liability to COUNTY for any inaccuracy in or omission from any such information or documentation (except the representations and warranties of SELLER set forth in this Agreement. SELLER is not liable or bound in any manner by any oral or written statements, replevin representations or information pertaining to the PROPERTY, or the like for operation thereof not contained in this Agreement furnished by any real estate broker, agent, employee, servant or other person. COUNTY further acknowledges and agrees that, except as expressly set forth in this Agreement, to the maximum extent permitted by law, the sale of the EquipmentPROPERTY as provided for herein is made on an “AS IS “WHERE IS” condition and basis with all faults, and that SELLER has no obligations to make repairs, replacements or improvements to the PROPERTY of any kind or nature whatsoever. Lessee acknowledges that it has received COUNTY shall have undertaken all such inspections and approved the terms of the agreements examinations in connection with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home PROPERTY as COUNTY deems necessary or family purposesappropriate.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject The Borrower shall have furnished to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Bank an executed Lease for such Project which Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee be a "triple net lease" shall have ordered additional Equipment prior to such date and identified the specific installation a remaining term of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment not less than six (6) years (excluding optional extension or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC"renewal periods) and shall be absolute in a form and unconditionalcontent reasonably acceptable to the Bank in all other respects, including rental amounts payable thereunder. Such Lease or a separate document from the Tenant which is party thereto shall include the agreement of such Tenant to subordinate its interest thereunder to any first mortgage or deed of trust on such Project upon the request of the mortgagee or the beneficiary thereunder (a "Mortgagee") and to attorn to such Mortgagee or any purchaser of such Project at a foreclosure sale or a sale made under any power of sale or pursuant to a deed in lieu of foreclosure, provided the Bank agrees to reasonable non-disturbance provisions if the Tenant under such Lease is not in default beyond any applicable cure period thereunder. The Borrower shall use reasonable efforts to attempt to obtain the following provisions in such Lease or separate document:
i. The Tenant party thereto shall agree to give a Mortgagee by registered or certified mail, a copy of any notice of default served upon the landlord, provided that prior to such notice of default such Tenant has been notified in writing, of the existence of such mortgage or deed of trust and the address of such Mortgagee;
ii. A Mortgagee shall have sixty (60) days after its receipt from such Tenant of written notice of a default by the landlord under the such Lease to correct or cure such default; and
iii. Such Tenant shall comply with all Hazardous Materials Laws, and shall not be subject tostore any Hazardous Materials in, and Lessee hereby waives any right of on or tounder such Project, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest except in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements accordance with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesHazardous Materials Laws.
Appears in 1 contract
Sources: Loan Agreement (Trammell Crow Co)
Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute If a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; providedsite is leased or subleased by Developer, however, that if the event in either clause (i) Company shall have the right of approval of such lease or clause sublease, as applicable (the “Lease”), a true and correct copy of which shall be delivered to Company at least 15 days prior to the execution thereof; (ii) the term of said Lease shall be for a period which is not less than the term of the definition applicable Franchise Agreement, unless Company shall approve, in writing, a shorter term; (iii) Developer shall neither create nor purport to create any obligations on behalf of Commitment Termination Date Company, nor grant or purport to grant to the landlord thereunder any rights against Company, nor agree to any other term, condition, or covenant which is inconsistent with any provision of the applicable Franchise Agreement; (iv) Developer shall occur duly and Lessee shall have ordered additional Equipment prior to such date timely perform all of the terms, conditions, covenants and identified obligations imposed upon him under the specific installation of such Equipment in writing to Lessor, then Lease; (v) the Commitment Termination Date site shall be extended by three months. Lessor mayconstructed and improved pursuant to the provisions of the applicable Franchise Agreement; (vi) the Lease shall grant Company an option, without cost or expense to Company, to assume the Lease in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment event of termination or expiration of the applicable Franchise Agreement for any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditionalreason, and shall expressly provide that Company shall have the right (but not be subject tothe obligation) to succeed to Developer’s rights under the Lease if Developer fails to exercise any option to renew, and Lessee upon Developer’s default thereunder, and that upon any alleged breach thereof by Developer, the landlord thereunder shall be obligated to notify Company in writing at least 15 days prior to its termination or non-renewal and, in the case of a default, Company shall have the right, but not the obligation, to cure the breach and to succeed to Developer’s rights under said Lease by giving written notice of such election to Developer and such landlord; Developer hereby waives any right of or to, abatement, reduction, setappoints Company as its attorney-off, defense or counterclaim. Lessee waives any in-fact to execute an assignment and all rights other documents and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights instruments which Company deems necessary or appropriate to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of effectuate the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, foregoing; (vii) "cover" by making any purchase or lease a fully executed copy of other property in substitution for property due from Lessor, said Lease shall be delivered to Company promptly following the execution thereof; (viii) recover from the Lessor Lease shall provide that it may not be assigned, subleased, modified or amended without Company’s prior written consent and that Company shall be provided with copies of all such assignments, subleases, modifications and amendments, and the landlord shall consent in advance to any general, special, incidental assignment or consequential damages, for sublease to Company or a “▇▇▇▇▇▇▇▇ Coffee” franchisee or licensee approved by Company during the initial term or any reason whatsoever, renewal term of the Lease; and (ix) seek specific performancethe Lease may not contain a non-competition covenant which purports to restrict the Company, replevin or any developer or licensee of the like Company (or its affiliates), from operating a “▇▇▇▇▇▇▇▇ Coffee” Coffeehouse or any other retail establishment, unless such covenant is approved by the Company in writing prior to the execution of the Lease. In all cases, the Lease shall provide that upon expiration or termination thereof for any reason, Developer shall, upon Company’s demand, remove all of the Equipment. Lessee acknowledges Marks from the site and modify the decor of the site so that it has received no longer resembles, in whole or in part, a “▇▇▇▇▇▇▇▇ Coffee” coffeehouse, kiosk or cart and approved that if Developer shall fail do so, Company will be given written notice and the terms of right to enter the agreements with the vendors under site to make such alterations, in which Lessor willevent Developer shall reimburse Company for all direct and indirect costs and expense it may incur in connection therewith, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesincluding attorney’s fees.
Appears in 1 contract
Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described The rights hereunder may be assigned in each Schedule on the terms and subject whole or in part andthe provisions hereof shall inure to the conditions specified herein benefit of and thereinbe binding upon their respective successors and assigns, but no assignment of obligations and no change or divisions of ownership of the subject which properties or payments hereunder, however accomplished, which shall operate to enlarge the obligations or diminish the obligations of Grantee lessee shall be void unless the Grantee shall give written notice of such assignment or lease, within thirty (30) days of the date of execution of said assignment, or lease, to the Grantor setting fort therein the names and mailing addresses of the assignees or lessee. Each Schedule No assignment or lease by Grantee shall constitute serve to release Grantee of obligations hereunder. No such change or divisions in the ownership of the subject properties shall be binding upon Grantee for any purpose until the first day of the month next succeeding the month in which such person acquiring any interest shall furnish Grantee a separate the address set forth previously with the instrument or instruments or certified copies thereof, evidencing such change, transfer or division of ownership. Subject to the foregoing paragraph limiting assignment, this Mining Option shall be binding upon and independent lease inure to the benefit of the heirs, executors, administrators and contractual obligation assigns of Lessee incorporating the terms of this Leaserespective parties.hereto. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if In the event in either clause (i) or clause (ii) of termination of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, agreement for any reason whatsoever, the Grantee agrees to furnish Grantor with copies of all drilling and (ix) seek specific performancesampling data, replevin or a map accurately showing the like for development work performed by the Grantee upon the Mining Properties, and copies of any of and all geological maps relating to said Mining Properties prepared by Grantee. This agreement, and all terms and provisions hereof, shall extend to and be binding upon the Equipment. Lessee acknowledges that it has received parties hereto, their heirs, successors, assigns and approved the terms of the agreements legal respresentatives, and shall attach to run with the vendors under which Lessor will, subject lands described herein and any option granted or acquired pursuant to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesprovisions hereof.
Appears in 1 contract
Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor The parties executing a Lease consistent with Exhibit B. If any one or more of the Equipment described conditions precedent hereinabove set forth shall not be in each Schedule effect or complied with on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Closing Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee Buyer shall have ordered additional Equipment prior to such date and identified the specific installation option of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: either (a) there is waiving compliance with any Material Adverse Changeone or more of said conditions precedent and closing this transaction, without a reduction in Purchase Price, or (b) any Event of Default exists. Lessor canceling this Contract, in which event neither party shall have no any further obligation to fund the other hereunder, except that the ▇▇▇▇▇▇▇ Money shall be refunded to Buyer. Buyer may at any Schedule time and from time to time, at Buyer's election, waive any one or more of the foregoing conditions precedent, but any such waiver shall be effective only if contained in a writing signed by Buyer. No such waiver shall diminish Buyer's rights or remedies in the event (i) this transaction does not close and Seller has willfully (x) refused to execute and deliver the documents required hereunder to close the transaction contemplated hereby, or (y) taken any term or action which renders impossible the satisfaction of any such condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This LeaseClosing Date, and Lessee's obligation to pay all rent and other sums or (z) otherwise breached or defaulted in its obligations hereunder, shall constitute a "finance lease" under or (ii) this transaction closes and Seller breaches or defaults in any of its obligations to be performed after the California Uniform Commercial Code ("UCC") and shall Closing Date. If for any reason any item required to be absolute and unconditional, and delivered to Buyer or the Title Company hereunder shall not be subject todelivered when required, Seller shall nevertheless remain obligated to deliver the same to Buyer or the Title Company, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, nothing (including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance the closing of the leased property, (iiitransaction contemplated hereunder) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim except a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part specific written waiver shall be deemed a waiver of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposessuch requirement.
Appears in 1 contract
Sources: Real Estate Purchase Contract (Tower Properties Co)
Lease. Lessor agrees As applied to lease this Sublease, the words “Landlord” and “Tenant” as used in the Lease shall be deemed to Lessee refer to Sublandlord and Lessee agrees Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject in all respects to lease from Lessor the Equipment described in each Schedule on terms of, and the rights of Landlord under the Lease. A copy of the Lease is attached hereto as Exhibit “F”. Subtenant confirms that it has read the Lease and is familiar with the terms and subject provisions thereof. Except as otherwise expressly provided herein, the covenants, agreements, terms, provisions and conditions of the Lease insofar as they relate to the conditions specified herein Sublease Premises and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating insofar as they are not inconsistent with the terms of this Lease. Lessor's obligation to fund Schedules Sublease are made a part of and incorporated into this Sublease as if recited herein in full, and the rights and obligations of Landlord and the Tenant under this the Lease shall terminate on be deemed the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) rights and obligations of the definition of Commitment Termination Date shall occur Sublandlord and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") Subtenant respectively hereunder and shall be absolute binding upon and unconditionalinure to the benefit of Sublandlord and Subtenant respectively except that the time limits contained in the Lease for the giving of notices, and shall not be subject tomaking of demands, and Lessee hereby waives or performing of any right act, condition or covenant on the part of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of Subtenant as tenant under the leased property, (iii) recover damages from Lessor for breach of warranty Lease or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part the exercise by Sublandlord as landlord under the Lease of any claimed damages resulting from Lessor's default right, remedy or option, are changed for the purposes of incorporation herein by shortening the same in each instance by two (2) business days so that in each instance Subtenant shall have two (2) business days less time to observe or perform under this Sublease than Sublandlord has as tenant under the Lease. As between the parties hereto only, (vi) accept partial delivery in the event of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved a conflict between the terms of the agreements Lease and the terms of this Sublease, the terms of this Sublease shall control only to the extent they are inconsistent with the vendors under which Lessor will, subject to terms of the terms Lease and conditions of this Lease, purchase their respective counterpart provisions in the Units. The Units Lease shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesexcluded only to such extent.
Appears in 1 contract
Sources: Sublease (Electronic Arts Inc)
Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor The parties executing a Lease consistent with Exhibit B. If any one or more of the Equipment described conditions precedent hereinabove set forth shall not be in each Schedule effect or complied with on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Closing Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee Seller shall have ordered additional Equipment prior to such date and identified the specific installation option of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: either (a) there is waiving compliance with any Material Adverse Changeone or more of said conditions precedent and closing this transaction, without a reduction in Purchase Price, or (b) any Event of Default exists. Lessor canceling this Contract, in which event neither party shall have no any further obligation to fund the other hereunder, except that the ▇▇▇▇▇▇▇ Money shall be refunded to Buyer. Seller may at any Schedule time and from time to time, at Seller's election, waive any one or more of the foregoing conditions precedent, but any such waiver shall be effective only if contained in a writing signed by Seller. No such waiver shall diminish Seller's rights or remedies in the event (i) this transaction does not close and Buyer has willfully (x) refused to execute and deliver the documents required hereunder to close the transaction contemplated hereby, or (y) taken any term or action which renders impossible the satisfaction of any such condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This LeaseClosing Date, and Lessee's obligation to pay all rent and other sums or (z) otherwise breached or defaulted in its obligations hereunder, shall constitute a "finance lease" under or (ii) this transaction closes and Buyer breaches or defaults in any of its obligations to be performed after the California Uniform Commercial Code ("UCC") and shall Closing Date. If for any reason any item required to be absolute and unconditional, and delivered to Seller or the Title Company hereunder shall not be subject todelivered when required, Buyer shall nevertheless remain obligated to deliver the same to Seller or the Title Company, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, nothing (including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance the closing of the leased property, (iiitransaction contemplated hereunder) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim except a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part specific written waiver shall be deemed a waiver of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposessuch requirement.
Appears in 1 contract
Sources: Real Estate Purchase Contract (Tower Properties Co)
Lease. Lessor agrees Landlord may, after ten (10) days’ notice in the case of defaults in the payment of Rent, including any additional rent or other monetary defaults, or after thirty (30) days’ notice in the case of non-monetary defaults (or, in the case of emergencies, reasonable attempts at prior notice), perform the same for the account of Tenant, and Tenant hereby authorizes Landlord to lease to Lessee come upon the Leased Premises for such purposes and Lessee agrees to lease from Lessor the Equipment described in each Schedule while on the terms Leased Premises to do all things reasonably necessary to accomplish the correction of such default. If Landlord, at any time, is compelled to pay or elects to pay any sum of money by reason of the failure of Tenant after ten (10) days’ notice to comply with any provision of this Lease, or if Landlord is compelled to incur any expense, including reasonable attorneys’ fees and subject costs, in instituting, prosecuting or defending any action or proceeding instituted by reason of any default of Tenant hereunder, the sum or sums so paid by Landlord with all interest at the Default Rate and damages including any loss of Rent, shall be deemed to the conditions specified herein be additional rent hereunder. All covenants and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation agreements to be performed by Tenant under any of Lessee incorporating the terms of this LeaseLease shall be performed by Tenant at Tenant’s sole expense and without abatement of Rent or setoff. Lessor's obligation If Tenant shall fail to fund Schedules under observe and perform any covenant, condition, provision or agreement contained in this Lease or shall terminate fail to perform any other act required to be performed by Tenant, Landlord may, upon notice to Tenant, without obligation, and without waiving or releasing Tenant from any default or obligations of Tenant, make any such payment or perform any such obligation on Tenant’s part to be performed. All sums so paid by Landlord and all costs incurred by Landlord, including reasonable attorneys’ fees and costs, shall be payable to Landlord on demand together with interest thereon at the Commitment Termination Date; providedDefault Rate, howeverand Tenant covenants to pay any such sums, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee Landlord shall have ordered additional Equipment prior (in addition to such date and identified any other right or remedy hereunder) the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all same rights and remedies conferred upon Lessee in the event of Tenant’s non-payment thereof as in the case of default by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance Tenant in the payment of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesRent.
Appears in 1 contract
Sources: Lease Agreement (Calyxt, Inc.)
Lease. Lessor agrees The Design/Builder acknowledges that the Work is to be performed in premises subleased by Owner from Novartis Institutes for Biomedical Research, Inc. pursuant to a prime lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms and subject with ARE-Tech Square, LLC (collectively, “Landlord”). Notwithstanding anything to the conditions specified herein contrary in the Contract Documents, the Design/Builder acknowledges and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time ifagrees that: (a) there is the Design/Builder shall comply, and shall cause the Architect, Engineer, and all direct and lower tier subcontractors and suppliers to comply, with any Material Adverse Changerequirements, rules or procedures imposed by Landlord, a copy of which are attached hereto as Exhibit L which relate to the design of the Project or performance of the Work or payment for the Work with no increase in the Guaranteed Maximum Price or extension of the Contract Time (including, without limitation, any requirement that subcontractors or suppliers be approved by Landlord); (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This LeaseLandlord, and Lessee's obligation to pay all rent and other sums hereundernot the Owner, shall constitute a "finance lease" under be providing property insurance for the California Uniform Commercial Code ("UCC") building where the Project is located, which property insurance shall include only the coverages and limits, and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions conditions, actually carried by the Landlord; (c) the Design/Builder shall cooperate with the Owner in connection with the Owner’s efforts to satisfy any requirements imposed upon the Owner by Landlord in connection with the Work or payment for the Work with no increase in the Guaranteed Maximum Price or extension of the Contract Time, which cooperation shall include, without limitation, executing and delivering such certificates and other documentation as may be required by Landlord, (d) it shall consent to and required its Subcontractors and suppliers to consent to, and execute all documents reasonably requested by the Owner in connection with, the assignment of the Contract, the Drawings and Specifications and warranties associated with the Work to the Landlord, (e) reasonably cooperate with the Owner in obtaining the Landlord’s prior approval of proposed Subcontractors before Design/Builder executes a subcontract with the same and (f) Design/Builder shall not engage any Subcontractor (of any tier) that will create any difficult, whether in the nature of a labor dispute or otherwise, with separate contractors engaged by the Owner or the Landlord. The Landlord may appoint a representative which shall have the right to inspect, or designate an agent to inspect, the Work. Without limiting the generality of the foregoing, the Design/Builder shall:
.1 Deliver a copy of the proposed Construction Documents to the Landlord for its review, comment and/or approval, provide for at least ten (10) days to receive such comments or approval from the Landlord and incorporate comments from the Landlord (as directed by the Owner) in the proposed Construction Documents.
.2 Prior to commencing the Work, deliver the following to the Owner for the benefit of the Landlord (a) a copy of the building permit to the Landlord, (b) a construction schedule with detail reasonably acceptable to the Landlord, (c) a list identifying for itself and each Subcontractor (i) the name, (ii) address, (iii) telephone number, (iv) trade, and (v) union affiliation, (d) the name and telephone number of each member of the Design/Builder’s Management Staff, (e) proof of insurance required by this Part 2 Agreement, and (e) notice of any ongoing or threatened labor dispute.
.3 Design/Builder shall, and cause all persons entering the Project site, including employees of the Architect, Engineer, Subcontractors (of any tier) and suppliers, to adhere to any and all security and confidentiality requirements of the Landlord.
.4 Within 24 hours of any injury during the course of the Work, the Design/Builder shall provide a written report to the Landlord (or its designated property manager) with details reasonably acceptable to the Landlord;
.5 Upon achieving Substantial Completion of each Phase of the Work, the Design/Builder shall deliver to the Owner for the Landlord’s benefit a copy of a Certificate of Substantial Completion for such Phase on the current version of the AIA Document G704.
.6 With the Design/Builder’s final application for payment, deliver to the Owner for the Landlord’s benefit (a) one (1) hard copy and two (2) electronic copies (in a format reasonably acceptable to the Landlord) of the final As-Build Documents, Operation and Maintenance Manuals and warranties, and (b) the final Certificate of Occupancy.
.7 Within thirty (30) days of receipt of final payment, deliver to the Landlord a final, unconditional waiver of lien from itself, the Architect, the Engineer, and each first tier Subcontractor on a form reasonably satisfactory to the Landlord. § 14.11.1 Supplementing Article 7 of this LeaseAgreement, purchase the UnitsDesign/Builder shall procure and maintain, at the Design/Builder’s expense, the following insurance coverages (which insurance shall be placed with insurance companies having an AM Best’s Rating of A or better and a Financial Size Category of X or larger and which are licensed to do business in the state where the Project is located):
(a) Workers’ Compensation Insurance as required by law and Employer’s Liability Insurance with minimum limits of $1,000,000 each accident for Bodily Injury by Accident, $1,000,000 each employee for Bodily Injury by Disease, and $1,000,000 policy limit for Bodily Injury by Disease. Such insurance shall be endorsed to include Other States Coverage and to include a Waiver of Our Right to Recover from Others Endorsement in favor of the Owner.
(b) Commercial General Liability Insurance, including coverage for Premises-Operations (including X-C-U), Independent Design/Builders’ Protective, Products-Completed Operations, Blanket Contractual Liability, Personal Injury and Broad Form Property Damage (including coverage for Explosion, Collapse and Underground hazards), and including Cross Liability and Severability of Interests, with the following minimum limits:
(i) $1,000,000 Each Occurrence;
(ii) $2,000,000 General Aggregate;
(iii) $1,000,000 Personal and Advertising Injury; and
(iv) $2,000,000 Products-Completed Operations Aggregate. Such policy shall be endorsed to have the General Aggregate on a per project basis. The Units Contractual Liability Insurance shall include coverage sufficient to meet the obligations in this Agreement.
(c) Automobile Liability Insurance (covering all owned, non-owned and hired vehicles) for bodily injury and property damage with a minimum limit of $1,000,000 combined single limit per accident.
(d) Umbrella Liability Insurance (excess of primary commercial general liability, automobile liability and employer’s liability insurance) with a minimum limit of $25,000,000 each occurrence and $45,000,000 annual aggregate.
(e) Pollution Liability Insurance covering liability of the Design/Builder arising out of any sudden and/or non-sudden pollution or impairment of the environment, including clean-up costs and defense, that arise from the operations under Contract (whether by the Design/Builder or a direct or lower tier Subcontractor). Coverage under this policy shall have a limit of liability of not less than $5,000,000 each occurrence and $5,000,000 aggregate, with no exclusion or sublimit for mold and no sunset clause. Coverages under this policy shall also include, without limitation, emergency response costs, transportation coverage and non-owned disposal site (NODS) coverage.
(f) Professional Liability Insurance covering the liability of the Design/Builder for any and all errors or omissions committed in the performance of the Work. The coverage shall be leased for commercial purposes onlymaintained during the entire term of the operations, and for at least six (6) years following completion of the Project. The policy shall have limits of liability of not less than $1,000,000 per claim and in the annual aggregate, with no exclusion or sublimit for consumermold, personaland with limits reinstated annually.
(g) All Risk Property Insurance covering physical loss or damage to all property of the Design/Builder used in the performance of the Work. The policy shall have limits of liability adequate to cover all property of the Design/Builder (including personal property of others in Design/Builder’s care, home custody, or family purposescontrol) and shall include a waiver of subrogation against the Owner.
Appears in 1 contract
Sources: Standard Form of Agreement Between Owner and Design/Builder (Magenta Therapeutics, Inc.)
Lease. Lessor (a) Sublessee agrees to lease to Lessee that this Sublease is and Lessee agrees to lease from Lessor the Equipment described shall remain in each Schedule on the terms all respects subject and subject subordinate to the conditions specified herein Lease noted above, by and therein. Each Schedule shall constitute between Sublessor and the Sublessee which includes and covers the Sublet Premise; that Sublessee will occupy the Sublet Premises in a separate and independent lease and contractual obligation of Lessee incorporating manner consistent with the terms of the Lease, a copy of which shall be provided to Sublessee, with economic terms redacted, prior to execution of this Sublease, will perform all acts or duties pertaining to the use and occupancy of the Sublet Premises as are required of the Sublessor under the Lease, and will not do or suffer to be done any act or omit to do any act which might result in violation of or a default under any of the covenants, terms and conditions of the Lease, nor render Sublessor or Landlord liable for any charge or expenses thereunder. Lessor's obligation to fund Schedules To the extent that Landlord’s consent or approval shall be required under this Sublease, or the Lease, Sublessor and Landlord shall have no liability of any kind whatsoever to Sublessee for the failure of Landlord to grant such consent or approval.
(b) Sublessee shall and hereby does indemnify, and hold Sublessor and Landlord harmless against any and all actions, claims, demands, damages, liabilities, and expenses (including, without limitation, reasonable attorney’s fees, investigative costs, and court costs) asserted against, imposed upon, or incurred by Sublessor or Landlord by reason of any violation caused, suffered, or permitted by Sublessee or Sublessee’s agents of any of the terms, covenants, or conditions of the Lease.
(c) Notwithstanding anything herein to the contrary, this Sublease is subject and subordinate to the Lease, and to the matters to which the Lease is or shall terminate on the Commitment Termination Date; providedbe subordinate, however, that if and in the event in either clause of a termination of the Lease, or the re-entry or dispossession of Sublessor by Landlord under the Lease, Sublessee shall have the right to attorn to Landlord as its Sublessor pursuant to the then applicable terms of this Sublease for the remaining term hereof, except that Landlord shall not be (i) liable for any act or clause (ii) omission of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" Sublessor under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this LeaseSublease, (ii) reject subject to any offset which theretofore accrued to Sublessee against Sublessor, or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach bound by any previous modification of warranty this Sublease not consented to in writing by Landlord or for any other reasonby a previous prepayment of rent more than one month in advance. If requested by Landlord, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part mortgagee, deed of trust holder, or ground lessor of Landlord (“Mortgagee”), Sublessee shall promptly execute and deliver any claimed damages resulting certificate or other document confirming such subordination in form and substance acceptable to Landlord or Mortgagee. Sublessor shall use commercially reasonable efforts, without any liability to Sublessor, to obtain from Lessor's default under any current or future Mortgagee, a non-disturbance agreement for the benefit of Sublessee, the form of which shall be provided by the Mortgagee. Notwithstanding anything in this LeaseSublease to the contrary, (vi) accept partial delivery the Sublessor shall, simultaneously with the execution of this Sublease, acquire from the Landlord a non-disturbance agreement for the benefit of the EquipmentSublessee, (vii) "cover" by making any purchase or lease the form and content of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject shall be reasonably satisfactory to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposes.Sublessee
Appears in 1 contract
Lease. Lessor agrees a. For and in consideration of the rent and other charges to lease be paid hereunder and the other covenants and agreements to Lessee be performed by ▇▇▇▇▇▇, Owner hereby demises and leases the Premises to Lessee, and Lessee agrees to lease hereby leases the Premises from Lessor Owner, for the Equipment described in each Schedule sole purpose of developing, constructing, operating and maintaining the Generating Facility, commencing on the Effective Date and ending on the last day of the Lease Term unless sooner terminated as herein provided and on the other terms and subject conditions set out in this Lease. Subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the further terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior the sole and exclusive right to such date use and identified occupy the specific installation Premises and to convert all of such Equipment the solar energy resources on or at the Premises. The rights granted to Lessee hereunder shall include the following easements and related rights:
i. An easement and right over and across the Premises for any audio, visual, view, light, shadow, noise, vibration, electronmagnetic interference or other effect of any kind or nature whatsoever resulting, directly or indirectly, from the Generating Facility, including but not limited to rights to cast shadows and reflect glare onto all of Owner’s property including any adjoining property, from the Generating Facility and/or any and all other related facilities, wherever located on the Premises; and
ii. An exclusive easement and right to capture, use and convert the solar resources over and across the Premises.
iii. the right to take action on the Premises to prevent measurable diminishment in writing output due to Lessorobstruction of the sunlight across the Premises including but not limited to an easement right to trim, then cut down and remove all trees (whether natural or cultivated), brush, vegetation and fire and electrical hazards now or hereafter existing on the Commitment Termination Date Premises which might obstruct receipt of or access to sunlight throughout the Premises or interfere with or endanger the Generating Facility or the Operations, as determined by ▇▇▇▇▇▇.
b. Notwithstanding anything herein to the contrary in this Lease, any easement granted by Owner to Lessee, whether for access or otherwise, on property outside the Premises shall be extended negotiated separately from this Lease and is subject to the applicable terms and fees set forth in the then current “Rate and Damage Schedule” available on the University Lands website (▇▇▇.▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇), as such schedule may be amended, modified, superseded and/or replaced from time to time (the “Rate and Damage Schedule”). Owner and ▇▇▇▇▇▇ acknowledge and agree that the terms, provisions and conditions of the Rate and Damage Schedule are hereby incorporated into this Lease by three monthsreference. Lessor mayAll payments required to be paid by Lessee pursuant to the Rate and Damage Schedule shall be paid to Owner by ▇▇▇▇▇▇ no later than thirty (30) days following written request from Owner. ▇▇▇▇▇▇ acknowledges that there are limitations on the term of easements and rights of way that may be granted by Owner pursuant to Chapter 66.46 of the Texas Education Code.
c. All of the uses and purposes permitted Lessee under this Agreement, in its sole discretionincluding, terminate its commitment without limitation, use of the Premises, are referred to herein to fund collectively as “Operations.”
d. The Lease Term shall include the Lessor's Commitment or any unfunded portion thereof at any time if: Development Period, the Construction Period, the Operating Period, and the Extended Term(s), if applicable. The Development Period shall commence on the Effective Date and continue until the earlier of (a) there is any Material Adverse Change, ( ) years after the Effective Date or (b) any Event of Default existsthe Construction Commencement Date (defined below) (the “Development Period”). Lessor During the Development Period, Lessee shall have no obligation the right to fund study the feasibility of solar energy conversion on the Premises (“Due Diligence Activities”); provided that Lessee shall provide Owner with reasonable advance notice of the dates Lessee contemplates that Lessee and/or its representatives, agents and contractors are planning to enter upon the Premises for the purpose of conducting Due Diligence Activities. “Construction Commencement Date” means the earlier of (1) the day that Lessee specifies it will begin construction of the Generating Facility in a written notice to Owner, or (2) the day that Lessee begins site preparation for the installation of actual solar panels or mounting equipment for solar panels on any Schedule if any term property for the Generating Facility. For the avoidance of doubt the following preliminary Due Diligence Activities shall not cause the Construction Commencement Date to occur: environmental studies, solar studies, habitat or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Leasespecies studies, geotechnical studies, surveys, engineering studies, and Lessee's obligation to pay all rent and other sums hereundercore sampling, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditionalequipment studies, and meteorological studies. If the Construction Commencement Date occurs at any time during the Development Period, then the Lease Term shall not be subject to, automatically (and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or need for any additional documentation) run from the Construction Commencement Date to the date that is ( ) years from the Construction Commencement Date (the “Construction Period”). During the Construction Period, Lessee shall have the right to do all things necessary to construct a solar energy project on the Property and to exercise its other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default rights under this Lease, (vi) accept partial delivery . If before the end of the EquipmentConstruction Period Lessee begins using electricity in commercial quantities (excluding use of electricity in commercial quantities in order to test the initial performance of the Generating Facility) or begins selling electricity to a third party power purchaser, (vii) "cover" by making any purchase offtaker, merchant buyer, spot market buyer, or lease of other property in substitution for property due from Lessor, (viii) recover third party purchaser from the Lessor any general, special, incidental or consequential damages, Generating Facility (excluding sales of energy produced by the Generating Facility in order to test the initial performance of the Generating Facility) (the “Commercial Operations Date”) then the Lease Term shall automatically (and without the need for any reason whatsoever, and (ixadditional documentation) seek specific performance, replevin or run from the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject Commercial Operations Date to the terms and conditions of this Lease, purchase date that is ( ) years after the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesCommercial Operations Date (the “Operating Period”).
Appears in 1 contract
Sources: Commercial Lease
Lease. Lessor agrees Subordinate to lease to Lessee Mortgages. This Lease and Lessee agrees to lease from Lessor the Equipment described in each Schedule on the terms rights of Tenant hereunder shall be and are hereby made subject and subordinate to the conditions specified herein lien of any mortgages or deeds of trust now or hereafter existing against the Building, the Property or both, and thereinto all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or hereafter to be made, upon the security thereof. Each Schedule Although such subordination shall constitute a separate be self operating, Tenant, or its successors in interest shall, upon Landlord's request, execute and independent lease deliver upon the demand of Landlord any and contractual obligation of Lessee incorporating all instruments desired by Landlord, subordinating, in the terms of this Lease. Lessor's obligation to fund Schedules under manner reasonably requested by Landlord, this Lease shall terminate on the Commitment Termination Date; provided, however, that if to any such mortgage or deed of trust. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute all such subordination instruments in the event Tenant fails to execute said instruments within five (5) days after notice from Landlord demanding the execution thereof. Said notice may be given in either clause the manner hereinafter provided for giving notice. Should any mortgage or deed of trust affecting the Building, the Property, or both be foreclosed, then: (i) the liability of the mortgagee, beneficiary or clause purchaser at such foreclosure sale shall exist only so long as such mortgagee beneficiary, or purchaser is the owner of the Building and/or Property and such liability shall not continue or survive after further transfer of ownership; and (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date Tenant shall be extended by three months. Lessor maydeemed to have attorned, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default as Tenant under this Lease, (vi) accept partial delivery of to the Equipment, (vii) "cover" by making purchaser at any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoeverforeclosure sale thereunder, and (ix) seek specific performancethis Lease shall continue in force and effect as a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this Section 24, replevin "mortgagee" and "beneficiary" shall include successors and assigns of any such party, whether immediate or remote, the like for purchaser of any mortgage or deed of trust, whether at foreclosure or otherwise, and the Equipmentsuccessors, assigns and mortgagees and beneficiaries of such purchaser, whether immediate or remote. Lessee acknowledges that it has received and approved Notwithstanding the terms of the agreements with the vendors above, if Tenant is not in default under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units mortgagee or any person taking the Building hereunder shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesdisturb the tenancy of Tenant.
Appears in 1 contract
Sources: Standard Building Lease (Integrated Information Systems Inc)
Lease. Lessor agrees In such event, Landlord shall receive, and Tenant shall assign to lease to Lessee Landlord upon demand from Landlord, any and Lessee agrees to lease from Lessor all income, rent, award or any interest thereon which may be paid or owed in connection with the Equipment described exercise of such power of eminent domain or conveyance in each Schedule on lieu thereof. Tenant shall have no claim against Landlord or against the terms agency exercising such power or receiving such conveyance, for any part of such sum paid by virtue of such proceedings. Notwithstanding the foregoing, Tenant may pursue its remedies against the condemning agency for the value of the unexpired Term, and subject for reimbursement for the value of its personal property, moving and relocation expenses and value of improvements made to the conditions specified herein Premises at Tenant's expense after the Commencement Date so long as said action does not act to diminish Landlord's recovery of its loss. If a part of the Premises shall be so taken or appropriated or conveyed and therein. Each Schedule Landlord shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of elect not to terminate this Lease, Landlord shall nonetheless receive (and Tenant shall assign to Landlord upon demand from Landlord) any and all income, rent, award or any interest thereon paid or owed in connection with such taking, appropriation or conveyance. Lessor's obligation to fund Schedules If the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord shall restore the Premises continuing under this Lease at Landlord's cost and expense provided that such restoration can be made within one hundred fifty (150) days of the time the property so taken is appropriated or conveyed. If restoration cannot be made within one hundred fifty (150) days from the time of taking, Landlord shall notify Tenant within sixty (60) days of such taking and Landlord or Tenant shall have the right to cancel this Lease by giving the other written notice of its intention to cancel within thirty (30) days of the date of Landlord's notice. If Landlord determines that the repairs cannot be made within one hundred fifty (150) days and elects to terminate the Lease, Tenant may request that Land▇▇▇▇'▇ ▇etermination be reviewed by a Repair Architect. If the parties cannot agree on the Commitment Termination Date; providedselection of a Repair Architect within ten (10) days following Tena▇▇'▇ ▇ritten notice to Landlord that it wishes a Repair Architect to settle the matter, however, that if the event both Tenant and Landlord shall appoint a Repair Architect within five (5) days who shall in either clause (i) or clause (ii) turn select a third party Architect. The decision of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date third Repair Architect shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund rendered within thirty (30) days from the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there date he is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") appointed and shall be absolute and unconditional, and binding upon the parties. The matter shall not be subject tosubmitted to a Repair Architect if Landlord's insurance would not cover the required repairs. If the Repair Architect determines that the Lease can be terminated as decided by the Landlord, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance the Lease shall be terminated as of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery date the decision of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover from Repair Architect is rendered. The parties shall share equally the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any cost of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesRepair Architect.
Appears in 1 contract
Lease. Lessor agrees to This is a non-cancelable contract of lease only and nothing herein or in any other document executed in conjunction herewith shall be construed as conveying or granting to Lessee any option to acquire any right, title or interest, legal or equitable, in or to the Property, other than use, possession and Lessee agrees to lease from Lessor quiet enjoyment of the Equipment described in each Schedule on the terms and Property, subject to and upon full compliance with the conditions specified herein provisions hereof. Lessee and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under Lessor agree that this Lease shall terminate on the Commitment Termination Date; provided, however, that if the event in either clause (i) or clause (ii) of the definition of Commitment Termination Date shall occur and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessor, then the Commitment Termination Date shall be extended by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied a "Finance Lease" as defined by the Delivery Date of such ScheduleUniform Commercial Code Article 2A, the Uniform Personal Property Leasing Act. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" No filing made under the California Uniform Commercial Code (the "UCC") and or similar law in any jurisdiction shall be absolute and unconditionala factor in any determination as to whether this Lease is a "lease intended as security." Notwithstanding the foregoing, and in the event that a court of competent jurisdiction shall not be subject to, and determine that this Lease is a "lease intended as security," then Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights grants to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in and to the Property as security for all Lessee's possession or control, (vobligations to Lessor of every kind and nature. Lessee hereby acknowledges that all of the leased Property was selected by Lessee from Supplier(s) deduct from Rental Payments chosen by Lessee. Lessee is familiar with all or any part Supply Contract rights provided by the Supplier(s) and is aware that the Supplier(s) may be contacted for a full description of any claimed damages resulting from Lessor's default rights Lessee may have under any Supply Contract. Providing Lessee is not in Default under this Lease, (vi) accept partial delivery Lessor hereby assigns to Lessee without recourse, all rights arising under any warranties applicable to the Property provided by the manufacturer or any other person. All proceeds of any warranty claim from the manufacturer or any other person shall first be used to repair the affected Property. Lessee shall cooperate with Lessor in executing UCC financing statements or other documentation as Lessor may deem necessary to protect Lessor's title to and interest in the Property. Lessee hereby authorizes and appoints Lessor as its attorney-in-fact to complete and conform the description of the Equipment, Property (viiincluding serial numbers) "cover" by making in any purchase such financing statements or lease of other property in substitution for property due from Lessor, (viii) recover from the Lessor any general, special, incidental or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipmentdocumentation. Lessee acknowledges that it has received will also promptly execute and approved deliver to Lessor such further documents and take further action as Lessor may request to more effectively carry out the terms of the agreements with the vendors under which Lessor will, subject to the terms intent and conditions purpose of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposes.
Appears in 1 contract
Lease. Lessor agrees All work with respect to lease any Alterations shall be performed in a good and workmanlike manner, shall be of a quality equal to Lessee or exceeding the then existing construction standards for the Project and Lessee agrees must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use. Alterations shall be diligently prosecuted to lease from Lessor the Equipment described in each Schedule on the terms and subject completion to the conditions specified herein end that the Premises shall be at all times a complete unit except during the period necessarily required for such work. All Alterations shall be made strictly in accordance with all laws, regulations and thereinordinances relating thereto and if interior improvements installed in the Premises shall be removed, Tenant shall either replace same with interior improvements of the same or better quality or repair the damage caused by the removal so the Premises is in good condition. Each Schedule Landlord hereby reserves the right to require any contractor or mechanic working in the Premises to provide lien waivers and liability insurance covering the Alterations to the Premises. In addition to the foregoing, Tenant shall constitute provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by the Landlord covering the construction of such Alterations, and such other insurance as the Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Section 14(a) of this Lease immediately upon completion thereof. Prior to the performance of any Alterations, Tenant shall allow Landlord to enter the Premises and post appropriate notices to avoid liability to contractors or material suppliers for payment for any Alterations. All Alterations shall remain in and be surrendered with the Premises as a separate and independent lease and contractual obligation of Lessee incorporating part thereof at the terms expiration or earlier termination of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date, without disturbance, molestation or injury; provided, however, that if the event in either clause (i) or clause (ii) all of the definition of Commitment Termination Date shall occur Tenant’s personal property, including furniture, trade fixtures, and Lessee shall have ordered additional Equipment prior to such date and identified the specific installation of such Equipment in writing to Lessorequipment, then the Commitment Termination Date shall may be extended removed by three months. Lessor may, in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment or any unfunded portion thereof Tenant at any time if: during the Term. Landlord may not require Tenant to remove any Alterations (aincluding cabling) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditional, and shall not be subject to, and Lessee hereby waives any right of or to, abatement, reduction, set-off, defense or counterclaim. Lessee waives any and all rights and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, (vii) "cover" by making any purchase or lease of other property in substitution for property due from Lessor, (viii) recover Tenant Improvements from the Lessor any general, special, incidental Premises upon the expiration or consequential damages, for any reason whatsoever, and (ix) seek specific performance, replevin or the like for any of the Equipment. Lessee acknowledges that it has received and approved the terms of the agreements with the vendors under which Lessor will, subject to the terms and conditions earlier termination of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposes.
Appears in 1 contract
Sources: Lease Agreement (Redwood Trust Inc)
Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor If the Equipment described in each Schedule on the terms and subject to the conditions specified herein and therein. Each Schedule shall constitute a separate and independent lease and contractual obligation of Lessee incorporating the terms of this Lease. Lessor's obligation to fund Schedules under this Lease shall terminate on the Commitment Termination Date; providedLocation is leased or subleased by Franchisee, however, that if the event in either clause (i) Company shall have the right of approval of such lease or clause sublease, as applicable (the “Lease”), a true and correct copy of which shall be delivered to Company at least 15 days prior to the execution thereof; (ii) the term of said Lease shall be for a period which is not less than the Term of this Agreement, unless Company shall approve, in writing, a shorter term; (iii) Franchisee shall neither create nor purport to create any obligations on behalf of Company, nor grant or purport to grant to the landlord thereunder any rights against Company, nor agree to any other term, condition, or covenant which is inconsistent with any provision of this Franchise Agreement; (iv) Franchisee shall duly and timely perform all of the definition of Commitment Termination Date shall occur terms, conditions, covenants and Lessee shall have ordered additional Equipment prior to such date and identified obligations imposed upon him under the specific installation of such Equipment in writing to Lessor, then Lease; (v) the Commitment Termination Date Location shall be extended by three months. Lessor mayconstructed and improved pursuant to the provisions of Section 5.4 hereof; (vi) the Lease shall grant Company an option, without cost or expense to Company, to assume the Lease in its sole discretion, terminate its commitment herein to fund the Lessor's Commitment event of termination or expiration of this Franchise Agreement for any unfunded portion thereof at any time if: (a) there is any Material Adverse Change, or (b) any Event of Default exists. Lessor shall have no obligation to fund any Schedule if any term or condition in such Schedule is not satisfied by the Delivery Date of such Schedule. This Lease, and Lessee's obligation to pay all rent and other sums hereunder, shall constitute a "finance lease" under the California Uniform Commercial Code ("UCC") and shall be absolute and unconditionalreason, and shall expressly provide that Company shall have the right (but not be subject tothe obligation) to succeed to Franchisee's rights under the Lease if Franchisee fails to exercise any option to renew, and Lessee upon Franchisee's default thereunder, and that upon any alleged breach thereof by Franchisee, the landlord thereunder shall be obligated to notify Company in writing at least 15 days prior to its termination or non-renewal and, in the case of a default, Company shall have the right, but not the obligation, to cure the breach and to succeed to Franchisee's rights under said Lease by giving written notice of such election to Franchisee and such landlord; Franchisee hereby waives any right of or to, abatement, reduction, setappoints Company as its attorney-off, defense or counterclaim. Lessee waives any in-fact to execute an assignment and all rights other documents and remedies conferred upon Lessee by UCC Sections 10508 through 10522, including (without limitation) Lessee's rights instruments which Company deems necessary or appropriate to (i) cancel or repudiate this Lease, (ii) reject or revoke acceptance of effectuate the leased property, (iii) recover damages from Lessor for breach of warranty or for any other reason, (iv) claim a security interest in any rejected property in Lessee's possession or control, (v) deduct from Rental Payments all or any part of any claimed damages resulting from Lessor's default under this Lease, (vi) accept partial delivery of the Equipment, foregoing; (vii) "cover" by making any purchase or lease a fully executed copy of other property in substitution for property due from Lessor, said Lease shall be delivered to Company promptly following the execution thereof; (viii) recover from the Lessor Lease shall provide that it may not be assigned, subleased, modified or amended without Company's prior written consent and that Company shall be provided with copies of all such assignments, subleases, modifications and amendments, and the landlord shall consent in advance to any general, special, incidental assignment or consequential damages, for sublease to Company or a “▇▇▇▇▇▇▇▇ Coffee” franchisee or licensee approved by Company during the initial term or any reason whatsoever, renewal term of the Lease; and (ix) seek specific performancethe Lease may not contain a non-competition covenant which purports to restrict the Company, replevin or any franchisee or licensee of the like Company (or its affiliates), from operating a “▇▇▇▇▇▇▇▇ Coffee” Coffeehouse or any other retail establishment. In all cases, the Lease shall provide that upon expiration or termination thereof for any reason, Franchisee shall, upon Company's demand, remove all of the Equipment. Lessee acknowledges Marks from the Location and Premises and modify the decor of the Location so that it has received no longer resembles, in whole or in part, a “▇▇▇▇▇▇▇▇ Coffee” coffeehouse, kiosk or cart and approved that if Franchisee shall fail do so, Company will be given written notice and the terms of right to enter the agreements with the vendors under Location and Premises to make such alterations, in which Lessor willevent Franchisee shall reimburse Company for all direct and indirect costs and expense it may incur in connection therewith, subject to the terms and conditions of this Lease, purchase the Units. The Units shall be leased for commercial purposes only, and not for consumer, personal, home or family purposesincluding attorney's fees.
Appears in 1 contract