EXHIBIT 10.6
LEASE AGREEMENT
THIS LEASE AGREEMENT, is made and entered into as of this 2nd day of
May, 2003, by and between XXXXXX XXXX XXXXXXX and XXXXXXX XXXXXXX, husband and
wife, referred to herein as "Lessor", and INTERNATIONAL ISOTOPES, INC., a Texas
corporation, referred to herein as "Lessee".
RECITALS:
A. Lessee previously entered into a Lease Agreement (the "Prior
Lease Agreement") dated March 2,2003, with Xxxxx Xxxx, acting not individually
but as Trustee of the Xxxxx Xxxx and Xxxxxx Xxxx Living Trust created under
Trust Agreement dated January 6, 1990, and any amendments thereto ("Ball")
pertaining to the Leased Premises hereinafter described. Ball subsequently sold
the Leased Premises to Lessor and as a result thereof, Lessor has been leasing
the Leased Premises to Lessee pursuant to the terms and provisions of the Prior
Lease Agreement. Lessor is now remodeling the improvements located on the Leased
Premises and as a result thereof Lessor and Lessee have agreed to enter into
this Lease Agreement in substitution for the Prior Lease Agreement.
B. Lessee and Lessor have agreed that the term of the Prior Lease
Agreement shall terminate effective as of midnight on July 3 1,2003, and shall
at such time be replaced by this Lease Agreement.
AGREEMENTS:
In consideration of the mutual covenants, conditions and agreements
contained herein and the payment of rents herein specified, it is agreed as
follows:
1. DEMISED PREMISES. Lessor does hereby lease, demise and rent unto
Lessee the following described premises and all improvements located thereon
situated in the County of Bonneville, State of Idaho, to-wit (the "Leased
Premises"):
Xxx 0 Xxxxx 0, Xx. Xxxx Xxxxxxxxxx Xxxx, Division No. 2,
according to the recorded plat thereof.
2. TERM. The term of this Lease Agreement shall be as follows:
2.1 Initial Term. The term of the Prior Lease Agreement shall
terminate as of midnight on July 31, 2003, and thereafter the Leased Premises
shall be leased to Lessee pursuant to the terms and provisions of this Lease
Agreement. The initial term of this Lease Agreement shall be for a term of five
(5) years commencing on August 1, 2003 (the "Commencement Date") and extending
to midnight on July 31, 2008, subject however to prior termination as
hereinafter set forth. For purposes of this Lease Agreement, the term "Lease
Year" shall refer to the period of time each year commencing on the 1st day of
August and ending at midnight on the 31st day of July.
2.2 Option to Renew. The term of this Lease Agreement may be
extended, at the option of the Lessee, for one (1) successive period of five (5)
years, being herein sometimes referred to as the extended term, as follows:
Extended Term -- Commencing five (5) years from the
Commencement Date and continuing for
five (5) years thereafter.
At the expiration of the Initial Term, if this Lease shall
be in full force and effect and the Lessee shall have fully performed all of its
terms and conditions, the Lessee shall have the option to extend this Lease,
upon the same terms and conditions, with rent to be paid as set forth in Article
3 herein, for an extended term of five (5) years to commence immediately upon
the termination of the Initial Term of this Lease. The option for such extended
term shall be exercised by the Lessee giving written notice thereof to the
Lessor not less than one hundred eighty (1 80) days prior to the expiration of
the then current term.
The extended term shall be upon the same terms, covenants
and conditions as the original term of this Lease. In the event this Lease
is extended as aforesaid, a new Lease Agreement for the term of such extension
shall be unnecessary on such extension, this Lease constituting a present demise
for both the original and the extended term. Any termination of this Lease
during the Initial Term shall terminate all rights of extension hereunder.
3. RENT AND SECURITY DEPOSIT. Lessee covenants, stipulates and
agrees to pay to Lessor as rent for the Leased Premises the following:
3.1 Lessee shall pay to Lessor monthly rental payments in the
amount of $7,252.00 each.
3.2 At the conclusion of each Lease Year during the term of
this Lease Agreement (the "Adjustment Date"), the monthly rent as
specified herein shall be adjusted according to the following terms.
The adjusted rent shall be based on the percent change in the CPI
published by the Bureau of Labor Statistics of the United States
Department of Labor for All Urban Consumers, U.S. City Average (All
Cities) for All Items with the index base being the current official
base of 1982 - 1984 = 100 (hereafter the "CPI"). The monthly rent due
following each Adjustment Date shall be increased by a percentage of
tile initial rent determined by comparison of the CPI on the Adjustment
Date to the CPI of the Base Month. The "Base Month", for purposes of
the rent adjustment provided herein shall be August, 2003. The adjusted
rent shall be computed by creating a fraction, the denominator of which
is the CPI for the Base Month. The numerator of which shall be the CPI
on the Adjustment Date. This fraction shall be multiplied by the
initial rent of $7,252.00 to determine the amount of the adjusted rent.
The adjusted monthly rent shall be the rent due hereunder during the
next ensuing Lease Year until the next Adjustment Date. In no event,
however, shall the amount of adjusted rent due be reduced below the
rent of $7,252.00 per month.
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3.3 In the event that the CPI for the Adjustment Date is not
published or not available on the Adjustment Date, Lessee shall
continue paying rent at the last effective rate until the CPI for the
Adjustment Date becomes available. At that time the rent shall be
adjusted as provided herein and Lessee shall pay to Lessor the
difference between the rent due under the proper adjustment from the
Adjustment Date to the date the adjusted rent is calculated and the
amount of rent actually paid during that period.
3.4 In the event the publication of the CPI identified above
is discontinued, the parties hereto shall thereafter accept comparable
statistics on the cost of living as they shall be computed and
published by an official agency or department of the United States of
America or by a responsible financial entity of recognized authority
then to be selected by the parties hereto, making such revisions as the
circumstances may require to carry out the intent of this paragraph.
3.5 All monthly rental payments shall be paid in advance with
the first months lease payments to be paid on or before August 1, 2003
and all subsequent lease payments to be paid on the 1st day of each
month during the term of this Lease Agreement.
3.6 Lessee has pursuant to the terms of the Prior Lease
Agreement previously deposited with Lessor the sum of $3,000.00. On or
before August 1, 2003, Lessee shall deposit with Lessor the additional
amount of $4,252.00 for a total amount on deposit with Lessor of
$7,252.00. Such deposit amount of $7,252.00 shall be deposited with
Lessor as security for the faithful performance by Lessee of all terms,
provisions, conditions and covenants hereof upon the Lessee's part to
be kept, observed and performed, and said sum shall be returned to
Lessee after the time fixed as the expiration of this Lease Agreement;
provided, however, Lessee shall have faithfully kept, observed and
performed all the terms, provisions, conditions and covenants on
Lessee's part to be kept and performed; that in case of default on the
part of Lessee to comply with the provisions hereof, said deposit shall
be used first for the payment of delinquent rental, secondly for the
payment of costs and expenses incurred by Lessor in repairing damage to
the Leased Premises occasioned by the tenancy, and thirdly, for the
repair and renovation of the grounds, occasioned by the default on the
part of Lessee to comply with the terms hereof. Any surplus over the
amount deposited hereof, in excess of the costs and expenses of Lessor
in repairing damages due to the fault or neglect of Lessee shall be
returned to Lessee. In the event the deposit herein made is not
sufficient to cover costs of such repair, Lessee agrees to forthwith
pay to Lessor, or Lessor's agents, the amount necessary over and above
such deposit, to repair the Leased premises.
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3.7 In the event Lessee is delinquent in paying the rental
payments or any other payments required of Lessee herein all such past
due payments shall bear interest at eighteen percent (18%) per annum
from the date of default until paid.
4. ASSIGNMENT OR SUBLEASING. Lessee shall not assign, mortgage, or
encumber this Lease Agreement, nor sublet or permit the Leased Premises or any
part thereof to be used by others for any purpose, without the prior written
consent of Lessor being first obtained in each instance; provided, however, that
regardless of any such assignment or sublease, Lessee shall remain primarily
liable for the payment of the rent herein reserved and for the performance of
all the other terms of this Lease Agreement required to be performed by Lessee.
Lessor does hereby specifically consent to the sublease of this Lease Agreement
by Lessee to its subsidiary, International Isotopes Idaho, Inc. Provided,
however, regardless of such sublease, Lessee shall remain primarily liable for
the payment of the rent herein reserved and for the performance of all the other
terms of this Lease Agreement required to be performed by Lessee.
5. USAGE OF PREMISES AND COMPLIANCE WITH LAWS AND INSURANCE. Lessee
shall not use, nor permit the use of the Leased Premises, for any other purpose
or purposes or under any other trade name without the prior written consent of
Lessor. The Leased Premises shall not be used for any unlawful purpose during
the term of this Lease Agreement, and Lessee agrees to comply with all
restrictive covenants (including any further covenants which may be recorded
pertaining to the Premises) and all federal, state, county and city ordinances,
laws and regulations, present or future, affecting the use of or the type of
business to be carried on in the Leased Premises. Lessee shall not use the
Leased Premises in a manner which shall increase the rate of fire or extended
coverage insurance on the building situate on the Leased Premises over that in
effect prior to this Lease Agreement. It is understood that, before Lessee or
any sublessee of Lessee can conduct certain operations on the Leased Premises
contemplated by Lessee, a license to conduct such operations will need to be
obtained from the nuclear regulatory commission and other governmental agencies.
It is anticipated that in connection with the issuance of such licenses, Lessee
will be required to obtain a surety bond insuring against any damages caused to
the Leased Premises by hazardous waste and materials. Lessor shall be named as
an insured party and beneficiary of any such surety bond or insurance. THE
PROVISIONS CONCERNING HAZARDOUS WASTE AND MATERIAL SET FORTH IN APPENDIX 1
ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE AND ARE SPECIFICALLY MADE A
PART OF THIS LEASE AGREEMENT.
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6. UTILITIES. Lessee shall furnish and timely pay for all heat,
gas, electricity, power, water, hot water, lights, telephone, and all other
utilities of every type and nature whatsoever used in or about the Leased
Premises at Lessee's own cost and expense, and shall indemnify Lessor against
any liability on such account. Lessor shall be under no obligation to furnish or
pay for any of such utilities.
7. LESSOR'S RIGHT OF ENTRY. Lessor or their agents shall have the
right to enter the Leased Premises at any reasonable time upon notice to Lessee
to examine the same and determine the state of repair or alteration which shall
or may be necessary for the safety or preservation of the Leased Premises.
8. ALTERATIONS. No alteration, addition, or improvement to the
Leased Premises shall be made by Lessee without the written consent of Lessor.
Any alteration, addition or improvement made by Lessee after such consent shall
have been given, and any fixtures installed as part thereof, shall at Lessor's
option become the property of Lessor upon the termination of this Lease
Agreement and be surrendered with the Leased Premises; provided, however, that
Lessor shall have the right to require Lessee to remove such fixtures at
Lessee's cost upon the termination of this Lease Agreement. Upon the removal of
any -such fixtures, Lessee shall be required to promptly repair any damage or
injury done to the Leased Premises by such removal and restore the Leased
Premises to as good condition as the same are in at the time Lessee shall take
possession, reasonable wear and tear excepted. Lessee shall indemnify Lessor
against any mechanic's or materialman's lien or other lien arising out of the
making of any alteration, repair, addition, or improvement by Lessee, and shall
hold Lessor harmless of any such liens or claims, including reasonable attorney
fees and costs that may be incurred in removing any such liens.
9. SIGNS. Lessee shall not affix or maintain upon the glass panes
or supports of the windows, doors or the exterior walls of the Leased Premises,
any signs, advertising placards, names, insignia, trademarks, descriptive
material or any other such like items except as shall have first received the
written approval of Lessor as to the size, type, color, location, copy, nature
and display qualities. Lessee may, upon approval of Lessor, have windows or
doors of the Leased Premises painted, or place decals thereon with the name of
Lessee, Lessee's address and business hours, provided said painting or decals
are removed upon termination or vacation of the Leased Premises at Lessee's
expense.
10. WASTE. Lessee shall not commit any waste or damage to the Leased
Premises hereby leased, nor permit any waste or damage to be done thereto.
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11. PROTECTION OF PROPERTY. Lessee agrees to maintain the Leased
Premises in as good condition as the same is in at the time Lessee shall take
possession of the Leased Premises, reasonable wear and tear excepted. At the
termination of this Lease Agreement in any manner Lessee will surrender the
Leased Premises to Lessor in the condition above described. Damage to walls,
doors, windows, ceiling tiles and other parts of the Leased Premises shall be
repaired and painted by Lessee at Lessee's sole cost and expense and returned in
good condition at the termination of this Lease Agreement and at the termination
of this Lease Agreement carpets shall be repaired and cleaned by Lessee at
Lessee's cost and expense. Upon the termination of this Lease Agreement, Lessee
may remove any signs owned by Lessee from the Leased Premises, promptly
repairing any damage or injury done to the Leased Premises by such removal and
restoring the Leased Premises to the condition above described.
12. MAINTENANCE. All maintenance and repair necessary to keep the
Leased Premises in good condition and repair shall be made at Lessee's sole cost
and expense, including, but not limited to, normal maintenance and repairs to
the furnace or any other heating or air conditioning equipment, electrical
fixtures, all interior and exterior painting and decorating, glass replacement,
plumbing and sewer repair, and all other repairs of every kind, nature and
description. Lessee further agrees that all damage or injury done to the Leased
Premises by Lessee or by any person who may be in or upon the Leased Premises at
Lessee's invitation or with Lessee's permission shall be repaired by Lessee at
their sole cost and expense.
13. INSURANCE.
13.1 Lessee shall maintain and pay for adequate fire and
extended coverage insurance upon the improvements located on the Leased
Premises.
13.2 Lessee shall also obtain, at Lessee's sole cost and
expense, general public liability insurance protecting and indemnifying
Lessor and Lessee against all claims for damages to person or property
or for loss of life or of property occurring upon, in, or about the
Leased Premises, with liability limits of $50,000.00 property damage
and $500,000.00 with respect to injuries to any one person, and
$1,000,000.00 in respect to any one accident or disaster or incident of
negligence.
13.3 Lessee shall obtain all such insurance policies before
Lessee takes possession of the Leased Premises. In the event of any
loss or destruction of the Leased Premises by any insured cause, the
insurance proceeds paid or payable as a result of said insured loss
shall be paid to Lessor and Lessor shall use such insurance proceeds to
repair the Leased Premises unless as a result of such loss or
destruction this Lease Agreement is terminated in accordance with the
provisions of paragraph 20 herein. In the event of such termination,
Lessor, at Lessor's option, shall determine whether or not to retain
the insurance proceeds for other purposes or use the insurance proceeds
to repair or restore the Leased Premises. Lessor shall remain as
co-insured on all such policies. Such insurance policies shall provide
that all notices issued by the insurance company pertaining to any
changes in insurance coverage under the insurance policy, delinquent
premium notices, or other matters pertaining to the coverage provided
by such insurance policies shall be sent to both Lessor and Lessee.
Evidence of such insurance policies shall be delivered to Lessor.
Lessor shall have the right at any time to require Lessee to provide to
Lessor copy of such insurance policies, together with any amendments or
additions to such insurance policies and evidence that all payments
required to be made in order to maintain such insurance in full course
and effect have been paid in full by Lessee.
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14. TAXES AND ASSESSMENTS. Lessee shall pay all real estate taxes,
real property assessments and Owner's Association dues or assessments levied
against the Leased Premises pertaining to the term of this Lease Agreement.
Lessee shall pay all other taxes, licenses, and assessments of every kind,
nature and description, including all taxes and assessments on any equipment,
machinery, or assets of any kind or nature placed in or upon the Leased Premises
by Lessee.
15. FIRE RISK. Lessee shall not do anything in the Leased Premises
or bring or keep anything therein which in any way increase or tend to increase
the risk of fire or damage by explosion, or which will conflict with the
regulations of the fire department or fire laws, or with any fire insurance
policy on the building or any part thereof, or with any rules or ordinances
established by the Health Department or with any municipal, state, county or
federal laws, ordinances or regulations.
16. ACCEPTANCE OF PREMISES. Lessee has examined the Leased Premises
and the buildings and improvements situate thereon, and accepts the same in the
condition and state of repair they are now in.
17. QUIET ENJOYMENT. Lessor covenants and warrants that if Lessee
shall faithfully and fully discharge the obligations herein set forth, Lessee
shall have and enjoy during the term of this Lease Agreement, a quiet and
undisturbed possession of the Leased Premises, together with all of its
appurtenances.
18. LESSEE INDEMNIFICATION. Lessee covenants and agrees not to do or
suffer anything to be done by which persons or property in or about or adjacent
to the Leased Premises may be injured, damaged, or endangered. Lessee hereby
agrees to indemnify Lessor against and to hold Lessor harmless from any and all
claims or demands for loss of or damage to property or for injury or death to
any person from any cause whatsoever while in, upon, or about the Leased
Premises during the term of this Lease Agreement or any extension thereof.
Lessee shall, at Lessee's own expense, maintain any xxxxxxx'x compensation
insurance or any other form of insurance required by law upon the employees or
agents employed by Lessee and Lessor shall have no responsibility with respect
thereto.
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19. CONDEMNATION. If the Leased Premises, or any substantial portion
thereof, is condemned or taken by right of eminent domain, or by purchase in
lieu thereof, then and in any such event, this Lease Agreement shall terminate
and cease as of the time when possession is taken by the public authority and
rental shall be accounted for between Lessor and Lessee as of the date of the
surrender of possession. Such termination shall be without prejudice to the
rights of either Lessor or Lessee to recover compensation from the condemning
authority for any loss or damage caused by such condemnation. Neither Lessor nor
Lessee shall have any rights in or to any award or payment made to the other by
the condemning authority.
20. DESTRUCTION. It is understood and agreed that if the building
upon the Leased Premises shall be destroyed by fire, the elements, riots,
insurrections, explosions or any other cause, or be so damaged thereby that it
becomes untenantable and cannot be rendered tenantable within ninety (90) days
from the date of such damage, this Lease Agreement may be terminated by either
Lessor or Lessee; provided, however, that in the event the building is so
damaged, Lessee shall not be required to pay the rental herein provided during
the term the Leased Premises are wholly unfit for occupancy. In the event that
only a portion of the Leased Premises be damaged or become untenantable, then
the rental during the period that said premises remain partially untenantable
shall be reduced in the proportion that the untenantable portion of the Leased
Premises bear to the total thereof. . Lessor shall make all reasonable effort to
repair the Leased Premises within ninety (90)days or upon such extended period
as both parties shall agree, provided that if said partially tenantable premises
cannot be rendered fully tenantable within said ninety (90) days or extended
period agreed upon by both Lessor or Lessee, from the date of said damage, this
Lease Agreement can be terminated by either Lessor or Lessee.
21. DEFAULT.
A. Time and prompt performance of each and every term,
covenant and condition of this Lease Agreement is material and of the
essence of this Lease Agreement. Every term, covenant and condition is
a material term, covenant and condition of this Lease Agreement.
Performance means compliance that is full and to the letter of this
Lease Agreement. Substantial compliance will not be sufficient.
Performance by Lessee is a condition precedent to performance by
Lessor.
B. The following or any of them constitute an event of default
of the terms of this Lease Agreement:
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(1) Failure by Lessee to pay when due any installment of
rent or any other sum herein specified to be paid by Lessee if
the failure continues for three (3) days after written notice
has been given to Lessee;
(2) Abandonment of the Leased Premises by Lessee without
cause (for the purposes hereof the failure to occupy and operate
the Leased Premises for ten (10) consecutive days shall be
conclusively deemed an abandonment of the Leased Premises by
Lessee);
(3) Failure by Lessee to perform any other provision of
this Lease Agreement required of Lessee, if the failure to
perform the same is not cured within thirty (30) days after
written notice has been given to Lessee;
(4) If Lessee shall file or have filed against Lessee in
any court pursuant to any statute, either in the United States
or of any other state, a Petition in Bankruptcy or Insolvency,
or for reorganizations, or for appointment of a receiver or
trustee of all or a substantial portion of the property owned by
Lessee, or if Lessee makes an assignment for the benefit of
creditors, or an execution or attachment shall be issued against
Lessee on all or a substantial portion of Lessee's property,
whereby all or any portion of the Leased Premises covered by
this Lease Agreement or any improvements thereon shall be taken
or occupied, or attempted to be taken or occupied by someone
other than Lessee, except as may herein be otherwise expressly
permitted, and such adjudication, appointment, assignment,
petition, execution or attachment shall not be set aside,
vacated, discharged or bonded within thirty (30) days after the
termination, issuance, or filing of the same; and
(5) The taking by any person, except by Lessor or its
agents or affiliates, of the leasehold created hereby or any
part thereof upon execution, or other process of law or equity
other than by assignment or sublease.
C. Upon the occurrence of any event of default, and the
failure, neglect or refusal of Lessee to cure the same during any
notice period required for such default specified above, without
further notice to Lessee, Lessor shall be entitled to effectuate such
rights and remedies against Lessee as are available to Lessor under the
terms of this Lease Agreement and the laws of the State of Idaho,
including, without limitation, the following remedies:
(1) Lessor shall have the immediate right, but not the
obligation, to terminate this Lease Agreement, and all rights of
Lessee hereunder by giving Lessee written notice of Lessor's
election to terminate. No act by Lessor other than giving notice
to Lessee shall terminate this Lease Agreement.
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In the event of such termination, Lessee agrees to immediately
surrender possession of the Leased Premises. Should Lessor
terminate this Lease Agreement, it may recover from Lessee all
damages Lessor may incur by reason of Lessee's breach, including
the cost of recovering the Leased Premises, reasonable attorney
fees, and the worth at the time of such termination of the
excess, if any, of the amount of rent and charges equivalent to
rent reserved in this Lease Agreement for the remainder of the
stated term over the then reasonable rental value of the Leased
Premises for the remainder of the stated term, all of which
amount shall be immediately due and payable from Lessee to
Lessor.
(2) Lessor shall also have the right, without process of
law, to enter the Leased Premises and remove all persons and
property from the Leased Premises without being deemed guilty of
or liable in trespass. No such re-entry or taking possession of
the Leased Premises by Lessor shall be construed as an election
on its part to terminate this Lease Agreement unless a written
notice of such intention is given by Lessor to Lessee. No such
action by Lessor shall be considered or construed to be a
forcible entry.
(3) Lessor may, at any time, and from time to time,
without terminating this Lease Agreement, enforce all of its
rights and remedies under this Lease Agreement, or allowed by
law or equity, including the right to recover all rent as it
becomes due.
(4) In addition to the other rights of Lessor herein
provided, Lessor shall have the right, without terminating this
Lease Agreement, at its option, with or without process of law,
to reenter and retake possession of the Leased Premises, and all
improvements thereon, and collect rents from any Sublessee
and/or sublet the whole or any part of the Leased Premises for
the account of Lessee, upon any terms or conditions determined
by Lessor. Lessee shall be liable immediately to Lessor for all
costs Lessor incurs in reletting the Leased Premises, including
without limitation, brokers' commissions, expenses of remodeling
the Leased Premises required by the reletting, and like costs.
Re-letting can be for a period shorter or longer than the
remaining term of this Lease Agreement. In the event of such
re-letting, Lessor shall have the right to collect any rent
which may become payable under any sublease and apply the same
first to the payment of expenses incurred by Lessor in
dispossessing Lessee, and in re-letting the Leased Premises,
and, thereafter, to the payment of the rent herein required to
be paid by Lessee, in fulfillment of Lessee's covenants
hereunder; and Lessee shall be liable to Lessor for the rent
herein required to be paid, less any amounts actually received
by Lessor from a sublease, and after payment of expenses
incurred, applied on account of the rent due hereunder. In the
event of such election, Lessor shall not be deemed to have
terminated this Lease Agreement by taking possession of the
Leased Premises unless notice of termination, in writing, has
been given by Lessor to Lessee.
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D. The remedies provided in this Lease Agreement are
cumulative in addition to any remedies now or later allowed by law or
equity. The exercise of any remedy by Lessor shall not be exclusive of
the right to effect any other remedy, allowed Lessor under the terms of
this Lease Agreement, or now or later allowed by law or equity.
E. Any delay by Lessor in enforcing the terms of this Lease
Agreement or any considerations or departures therefrom shall not
operate to waive or be deemed to be a waiver of any right to require
compliance that is fill and to the letter of this Lease Agreement or to
thereafter require performance by Lessee in strict accordance with the
terms of this Lease Agreement.
F. In the event that any remedy granted to Lessor under the
terms of this Lease Agreement is held void or unenforceable, Lessor
shall nevertheless have all of the other remedies provided in this
Lease Agreement that are not contrary to law.
G. Lessee hereby expressly waives any and all rights
of redemption granted by or under any present or future laws in the
event of Lessee being evicted or dispossessed for any cause, or in the
event of Lessor obtaining possession of the -Leased Premises by reason
of the violation by Lessee of any of the covenants and conditions of
this Lease Agreement or otherwise.
22. ENFORCEMENT. Should either party default in the performance of
any covenants or agreements contained herein, such defaulting party shall pay to
the other party all costs and expenses, including but not limited to, reasonable
attorney fees, including such fees on appeal, which the prevailing party may
incur in enforcing this Lease Agreement or in pursuing any remedy allowed by law
for breach hereof.
23. LESSOR'S RIGHT TO CURE LESSEE'S DEFAULTS. If Lessee shall
default in the performance of any covenant or condition in this Lease Agreement
required to be performed by Lessee, Lessor may, after thirty (30) days notice to
Lessee, or without notice if in Lessor's opinion an emergency exists, perform
such covenant or condition for the account and at the expense of Lessee, in
which event Lessee shall reimburse Lessor for all sums paid to effect such cure,
together with interest from the date of the expenditure at the rate of eighteen
percent (18%) per annum and reasonable attorney fees. All amounts owed by
Lessee to Lessor under this paragraph shall be additional rent. In order to
collect such additional rent Lessor shall have all the remedies available under
this Lease Agreement for a default in the payment of rent and the provisions of
this paragraph shall survive the
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27. LESSEE AS INDEPENDENT CONTRACTOR. Lessee's use of the Leased
Premises shall be as an independent contractor and nothing herein shall be
deemed to create a partnership, joint venture, employment, or master-servant
relationship between the parties.
28. IDAHO LAW GOVERNS. This Lease Agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Idaho.
29. MODIFICATION. This Lease Agreement contains the entire agreement
between the parties, and may not be modified or changed orally, but only by an
agreement in writing and signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
30. SEVERANCE AND VALIDITY. In the event any provision of this Lease
Agreement or any part thereof shall be determined by any court of competent
jurisdiction to be invalid, void, or otherwise unenforceable, the remaining
provisions hereunder or parts thereof, shall remain in full force and effect,
and shall in no way be affected, impaired or invalidated thereby, it being
agreed that such remaining provisions shall be construed in a manner most
closely approximating the intention of the parties with respect to the invalid,
void or unenforceable provision or part thereof.
31. BINDING ON SUCCESSORS. It is further expressly agreed, that the
provisions, stipulations, terms, covenants, conditions and undertakings in this
Lease Agreement and any renewals thereof shall inure to the benefit of and bind
the heirs, -executors, administrators and assigns or successors in interest of
both the Lessor and Lessee.
32. MUTUAL RELEASE OF LIABILITY TO THE EXTENT OF INSURANCE COVERAGE.
Neither Lessor nor Lessee shall be liable to the other for any business
interruption or any loss or damage to property or injury to or death of persons
occurring on the Leased Premises or the adjoining property, or in any manner
growing out of or connected with Lessee's use and occupation of the Leased
Premises, or the condition thereof, or the adjoining property, whether or not
caused by the negligence or other fault of Lessor or Lessee or their respective
agents, employees, subtenants, licensees, or assignees. This release shall apply
only to the extent that such business interruption loss or damage to property,
or injury to or death of persons is covered by insurance, regardless of whether
such insurance is payable to or protects Lessor or Lessee or both. Nothing in
this paragraph shall be construed to impose any other or greater liability upon
either Lessor or Lessee than would have existed in the absence of the paragraph.
This release shall be in effect only so long as the applicable insurance
policies contain a clause to the effect that this release shall not affect the
right of the insured to recover under such policies.
33. ASSIGNMENT BY LESSOR. It is understood that Lessor intends to
sell the Leased Premises to a third party and assign Lessor's rights and
obligations under this Lease Agreement to a third party. Any such sale of the
Leased Premises by Lessor to a third party shall be subject to the terms and
provisions of this Lease Agreement. Upon any such sale, Lessor may assign
Lessor's rights and obligations under this Lease Agreement to the purchaser of
the Leased Premises and upon such assignment Lessor shall be released from any
further liability or obligation under this Lease Agreement.
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34. LESSEE'S REPRESENTATIONS AND WARRANTIES. Lessee represents and
warrants as follows: Lessee is a corporation duly organized, validly existing
and in good standing under the laws of the State of Texas and Lessee has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now conducted. Lessee has full corporate power
and authority to execute and deliver this Lease Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Lease
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized and approved by the Board of Directors of Lessee and
no other corporate proceedings on the part of Lessee are necessary to authorize
this Lease Agreement or the consummation of the transactions contemplated
hereby. This Lease Agreement has been duly and validly executed and delivered by
Lessee and constitutes a valid and binding agreement of Lessee, enforceable
against it in accordance with its terms.
IN WITNESS WHEREOF, the parties have hereunto subscribed their names
the day and year first above written.
LESSOR:
/S/ Xxxxxx Xxxx Xxxxxxx
-----------------------
Xxxxxx Xxxx Xxxxxxx
/S/ Xxxxxxx Xxxxxxx
-----------------------
Xxxxxxx Xxxxxxx
LESSEE:
INTERNATIONAL ISOTOPES, INC.
By: /S/ Xxxxx X. Xxxxxx
-------------------
Its: President & CEO
-------------------
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APPENDIX 1
HAZARDOUS WASTE AND MATERIAL - INDEMNITY
Lessee shall not cause or permit any Hazardous Waste or Material
(hereafter defined) to be brought upon, kept or used in or about the Leased
Premises by Lessee, or agents, employees, contractors or invitees of Lessee,
expect in strict compliance with all applicable federal. state and local laws.
statutes. ordinances and regulations. Lessee agrees to indemnify, save and hold
Lessor harmless from and against any claim, liability, damage, judgment,
penalty, fine, cost, loss or expenses, including, without limitation, diminution
in value of the Leased Premises, damages for loss or restriction on use of
rentable or usable space or of any amenity of the Leased Premises, damages
arising from any adverse impact on marketing of space, and sums paid in
settlement of claims, reasonable attorney's fees, reasonable consultant fees,
engineer's fees and other expert fees, which arise from or relate to the breach
by Lessee of the prohibition herein contained and which arise during or after
the lease term as a result of said breach. This indemnification and hold
harmless of the Lessor by the Lessee for the breach of the prohibition herein
contained includes, without limitation, reasonable costs incurred in connection
with an investigation of site conditions or any clean up, remedial, removal or
restoration work required by any federal, state or local governmental agency or
political subdivision because of Hazardous Waste or Material present in the soil
or ground water on or under the Leased Premises caused by or resulting from the
breach by Lessee of the prohibition herein contained. Without limiting the
foregoing, if the presence of any Hazardous Waste or Material on the Leased
Premises is caused or permitted by Lessee and results in any contamination of
the Leased Premises, Lessee shall promptly take all actions at Lessee's sole
cost and expense as are necessary to return the Leased Premises to the condition
necessary to meet the requirements of any competent governmental authorities
with jurisdiction over the Leased Premises.
As used herein, the term "Hazardous Waste or Material" means any
hazardous or toxic substance, material or waste which is or becomes regulated by
any local, state or governmental authority charged with interpreting and
enforcing the various statutes identified in this paragraph or similar statutes,
or their state or local counterparts. The term "Hazardous Waste or Material"
includes, without limitation, any material, waste or substance that is (i)
petroleum, (ii) asbestos, (iii) designated as a "pollutant" pursuant to Section
311 of the Federal Water Pollution Control Act (33 U.S.C. ss 1321), (iv) defined
as a "Hazardous Waste" pursuant to ss 1004 of the Federal Resource Conservation
and Recovery Act, 42 U.S.C. ss 6901, et. seq. (42 U.S.C. ss 6903), or the Idaho
Hazardous Waste Management Act of 1983, Title 39, Chapter 44, Idaho Code, (v)
defined as a "hazardous substance" pursuant to ss 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. ss 9501, et
seq., (vi) or otherwise regulated under the Toxic Substances Control Act, 15
U.S.C. ss 2601, et seq.; the Clean Air Act, 42 U.S.C. ss 7401, et seq.; the
Clean Water Act, 33 U.S.C. ss 1251, et seq.; or (vii) defined as a "regulated
substance" pursuant to subchapter IX, Solid Waste Disposal Act (regulation of
underground storage tanks), 42 U.S.C. ss 6991, et seq.
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