Building: 39 avenue Franklin Roosevelt - 75008 Paris COMMERCIAL LEASE
Exhibit
10.123.1
Building:
00
xxxxxx Xxxxxxxx Xxxxxxxxx - 00000 Xxxxx
COMMERCIAL
LEASE
BY
AND
BETWEEN THE UNDERSIGNED:
Mr.
Alain
MARCHÉ, President of the FIATTE AND MAZAUD REAL ESTATE MANAGEMENT COMPANY, a
simplified joint stock company with €50,000.00 in capital with headquarters in
the 8th
District, Paris, 000 Xxxxxxxxx Xxxxxxxxx, who possesses all powers necessary
for
these presents, the aforementioned company acts on behalf of and as the agent
of
the G.D.S. Real Estate Company with €34,362.01 in capital, with headquarters in
the 8th
District, Paris, 000 Xxxxxxxxx Xxxxxxxxx, owner.
Hereinafter,
"the Lessor",
Party
of
the first part
AND
The
Corporation, GROUPE INTER PARFUMS known by the name of INTER PARFUMS, with
€
28,904,331.00 in capital, of which the registered office is located in the
0xx
Xxxxxxxx
of PARIS, 4 Rond Point des Champs Elysées, registered in the Business Registry
for Companies in PARIS under No. B 350 219 382, represented for the effects
of
these presents by Xx. Xxxxxxxx XXXXX, Representative of the General
Director,
Hereinafter
"the Lessee",
The
party
of the second part.
Mr.
AlainMARCHÉ, in his official capacity, possesses the power to lease and hereby
rents together with S.A. GROUPE INTER PARFUMS, which is accepted by Xx. Xxxxxxxx
XXXXX, the locales indicated hereafter, belonging to a building located in
the
8th
district
of Paris, 00 Xxxxxxxx Xxxxxxxxx Xxxxxx.
DESIGNATION
The
full
space of the apartment is located on the 2nd
floor of
the building,
The
aforementioned locales shall be deemed to be, to continue to and to entail,
with
no exception nor reserve and without it being necessary to make of it here
a
xxxxxx designation, the Lessee does hereby state that all this is well known
to
him and states to have visited the locales at leisure and waives the right
to
file complaints by reason of either their state or even due to an error in
the
above designation.
DURATION
OF LEASE
This
lease is hereby authorized for the term of NINE full and consecutive years,
beginning on December 15, 2005 and ending on December 14, 2014, which remains
the sole choice and responsibility of the Lessee. In the event that he wishes
to
terminate the lease at the end of one of the first three year periods, he
must
give notice to the Lessor at least six months in advance, in compliance with
the
manner and legal conditions currently in force.
USE
AND
PURPOSE
The
leased locales are designed to serve as OFFICES IN WHICH TO CARRY OUT THE
ACTIVITIES SERVING THE PURPOSE OF THE COMPANY, AS SET FORTH IN THE STATUTES
OF
THE ARTICLES OF INCORPORATION OF THE COMPANY,
to
the
exclusion of any other business, profession, activity or industry or any
other
usage of the locales, being understood that the Lessee does not confer to
the
Lessor any exclusivity and reserves the right to lease all other locales
in the
building for any and all commercial, industrial, or small business use, even
that which the Lessor pursues.
RESPONSIBILITIES
AND CONDITIONS
This
lease is granted and is accepted under normal legal obligations and conditions
and under the following rules that the Lessee hereby expressly accepts without
the ability to seek any reduction in the lease nor compensation whatsoever,
nor
shall these be imposed upon the other tenants in the building and if not
followed, shall risk suffering the penalty of termination; inasmuch as they
will
not be valid unless an agreement is reached regarding the layout of the building
or of the rented locale or that will be applied to services or equipment
that
are there now or that will be installed, to wit:
I
-
Possession - Usufruct
1)
Sub-leasing, furnished or not furnished, entirely or partly; shall not be
permitted; neither housing nor lodging of third parties, even if on a purely
free basis.
The
Lessee may not transfer the rights to this lease (even through contribution
to
the company) unless, after having obtained the express authorization in writing
from the Lessor who has been duly notified, it is to the purchaser of his
business and only while remaining guarantor and shall answer to the Lessor,
for
his successor and any other that may exist in the future, in the fulfillment
of
the conditions of the lease regarding payment of the rents as well as for
the
complete compliance with the responsibilities and conditions of the
lease.
The
provisions of the above subclause apply in the event of contribution to the
company.
Within
fifteen days, at the most, after the date of registration of the act, a duly
registered original copy shall be sent to the Lessor at the expense of the
Lessee, to be used by him as a direct counter contract with the transferee.
No
person
whatsoever may be substituted, nor shall the rented locales be lent to any
third
parties, even temporarily.
2°)
The
rented locales shall be continually decorated with furniture, furnishings,
goods, and merchandise in sufficient quantity and worth to answer for the
payment of the rent and other fees and for execution of the clauses and
conditions of the lease at any time. They must be constantly
2
open
and
fully equipped, with no ability to stop under any pretext, even momentarily,
being used for the purpose above indicated.
3°) Comply
with all the requirements of the police force and of the city as well as
garbage
collection, to which tenants are usually held, and to pay exactly their
personal, property and professional taxes and all other taxes that are the
responsibility of the tenant, in such a way that the Lessor is never bothered
nor looked to regarding this issue. The Lessee shall provide justification
to
the Lessor as required.
4°)
The
Lessor must be notified by registered letter with return receipt acknowledgment,
within one month of the event, of all change in civil status, any change
in
business registration or in the composition of the staff or change in the
free
contracting in the business that could come up during the course of this
lease
or its extension.
In
the
event that the Lessee should become deceased, there must be solidarity and
indivisibility amongst the heirs and representatives regarding the payment
of
the rent and other fees as well as for the execution of the conditions of
the
lease. If notification as set forth in article 877 of the Civil Code becomes
necessary, the cost shall be the responsibility of those notified.
II.
-
Maintenance - Labor - Repairs
5°) The
Lessee shall take possession of the locales rented in the state they are
currently in, upon signing these presents and shall return them in good state
of
repair at the end of this lease.
During
the time of this lease or its extension, the Lessee shall not be able to
request
repairs, remodeling or additions of any nature whatsoever, even if they are
necessary as a consequence of an event of force majeure.
In
particular, the Lessee shall provide repair or replacement of the entrance
doors, window casements or shutters.
The
Lessee shall maintain in good condition the entirety of the various locales
rented, and in particular, the frontage and doorways, which should be painted
as
often as is necessary. The Lessee shall maintain in good condition the entirety
of each article of equipment put at his disposition, and shall replace them
should it become necessary. Consequently, the Lessor shall not be held
responsible for large repairs, as set forth in article 606 of the Civil Code,
the exception to which shall only be as provided under clause 8, paragraph
2.
The
Lessee shall especially be personally responsible for the cost of all
modifications to the smoke flues placed at his disposal and to maintain them
in
a lawful state, if necessary, under the supervision of the building’s architect,
whose fees shall be the Lessee’s responsibility.
6°) The
Lessee shall repair or replace, at his cost, all hardware and glazing that
may
make up certain parts of the rented locales and to not seek recourse from
the
Lessor by reason of damages due to water leakage though said glass
features.
7°)
The
Lessee shall perform cleaning tasks as often as necessary, and at least once
a
year shall clean gutters, glass enclosed spaces, drains, rain water spouts,
etc,
which could be of concern in the rented locales.
8°) The
Lessee shall not make any change in the layout, nor work within the rented
locales, without the express and written consent of the Lessor.
The
Lessee shall perform, after having sent prior notification to the Lessor,
and at
his sole expense, all repairs, remodeling or additions needed, in order to
continue the Lessee’s activities
3
or
for
other reasons, by administrative or judicial order or by legislative or
regulatory action.
The
Lessee must order all authorized or imposed work be carried out by qualified
companies and under the surveillance of the building’s architect, with all fees
the responsibility of the Lessee.
At
the
end of the lease, the lessee shall leave, without compensation, all changes
or
improvements which the Lessee may have provided in the rented
locales.
The
Lessor reserves the right to require that the rented locales be surrendered
in
their original condition, at the expense of the Lessee, if he so expresses
this
wish at the time of the authorization, which must be given prior to the
execution this work.
9°) The
Lessee shall perform the final removal of shutters, louvers, Venetian blinds
or
carpeting on staircases, in the event it is needed and duly substantiated
by the
Lessor, without compensation nor recourse.
10°)
The
Lessee shall have the chimneys and flues swept at his expense, by the chimney
sweep of the Lessor or by a chimney sweep approved by the Lessor, as often
as
necessary and required by administrative regulation and also at the end of
usage, even if they were not used.
The
Lessee shall maintain regularly the boilers used in central heating and water
heaters, and the discharge and air intake pipes, which are or could be installed
in the locales, and at least once a year, have this performed by a specialized
company. The Lessee shall take care to maintain in perfect state, the interior
drains and the gas and water taps, plus all drains and all pieces of equipment
which may exist in the rented locales, over which the Lessee shall retain
legal
liability, and this, starting from the distribution boxes.
In
the
same way, if a collective agreement is not underwritten for the building,
in
order to comply with the regulation in force, the Lessee shall perform periodic
maintenance on the plumbing and sanitary facilities.
The
Lessee shall justify this maintenance at the request of the Lessor. The Lessee
shall refrain from using heating or slow combustion heating equipment or
connecting gas or fuel oil equipment to pipelines that were not designed
for
this use. The Lessee shall be responsible for all damages and consequences
of
any kind which result from the non-observance of this clause. The Lessee
shall
also be responsible for any damage caused by xxxxxxxx, as a phenomenon of
condensation or for other reason.
11°)
The
Lessee shall use the water, gas, electricity, central heating or other existing
installations or future installations within the rented locales, keeping
in mind
the inherent risks and dangers, ,and shall not have the right to hold the
Lessor
responsible for the malfunction or lack of running water, for any power outage,
faulty operation, refusal of concession, or for disturbances in usage, as
a
result of a repair or for any other reason.
The
Lessee shall cover all expenses for modifications, electrical connections
or
inside installations and of all replacements of meters which may be required
by
urban water, gas, electricity or heating companies or telecommunications.
The
Lessor may require Lessee to install, at Lessee’s expense, any meter. The Lessee
shall reimburse the Lessor for his utility consumption according to the meter
reading as well as for the fees for location, maintenance, and
statements.
12°)
The
Lessee shall tolerate all disturbances and consequences of any nature that
result from all maintenance work, for large repairs, installation of pipes,
which are necessary or that are mandatory, and that are performed promptly
and
in the usual manner of practice, no matter the disadvantages or the duration,
even if it goes on for more than forty days..
4
The
Lessee shall tolerate all disturbances and consequences of any nature that
result from all remodeling work, creation or transformation that shall take
place in areas within the building that are not rented privately by the Lessee,
that are performed promptly and in the usual manner of practice, no matter
the
disadvantages or the duration, even if it goes on for more than forty days..
The
Lessee shall tolerate all work of any nature and any duration that may be
carried out in the buildings adjacent to the building where the rented locales
are and in particular all work dealing with the dividing walls and alleys
on
days when buildings are being erected, and shall have no recourse to pursue
the
reduction or interruption of rent against the Lessor and shall only have
rights
to recourse against the owners of the neighboring buildings for the disturbances
brought upon his usage of the locales.
The
Lessee shall remove, at his expense, and without delay, all furniture, tables,
hangings, drains, casings, equipment, fittings, decorations, doorways, windows,
plates, signs, any installations, etc., the removal of which will be helpful
to
the execution of all work carried out by the Lessor or any occupant of the
building, in particular, the restoration, research or repair of any nature
of
leakages, of cracks in the ventilation or flues, especially after permeation
or
fire.
13°)
The
Lessor shall not be responsible for the leaks from the water pipelines, the
ground, the basement, humidity or any other cause.
14°)
The
Lessee shall allow passage to the owner or his agent, and, if necessary,
representatives of the building’s joint owner corporation, , as well as the
architect and workmen in charge of carrying out work in the building, whenever
they consider it necessary.
The
Lessee shall constantly allow free access to the locales are rented to him,
in
order to limit all risks of fire, flood or other. In particular, in the event
of
a prolonged absence or during the holidays, the Lessee must let the Lessor
or
the concierge know the name and the address (which should be close to the
location of the building) of the person assigned by the Lessee to hold the
keys
to the rented buildings.
15°)
In the
interest of usufruct, the Lessee should allow the owner to have plans of
the
state of repairs drawn up for his architect, and shall pay for the latter’s
services.
III.
-
Responsibility - Recourse
16°)
The
Lessee shall be suitably insure against fire, lightning, explosions and
radiation, the material, furniture, merchandise, as well as the tenant's
risks
and recourse of neighbors; he shall also insure against water damage and
broken
windows, panes and glazing, all of which must be accomplished with manifestly
solvent companies, and shall provide substantiation of this to the Lessor
using
payment requisitions for the premiums or fees.
The
Lessee shall pay all insurance surcharges which may be claimed due to the
nature
of their business, their merchandise or of their occupation, for the Lessor
as
well for the other tenants of the buildings, to cover cases arising involving
the joint-owners of the neighboring buildings, for which they would claim
the
right of reimbursement.
17°)
The
Lessee shall file claim immediately with its insurance company, and shall
jointly inform the Lessor of any disaster or deterioration happening in the
rented locales, even when no damage will apparently result from it,
5
and
under
penalty of being personally held responsible for reimbursing the Lessor for
the
cost of the direct or indirect damages resulting from this deterioration
and to
be especially held responsible with respect to him for the failing to inform
him
opportunely of the aforesaid deterioration.
18°)
The
Lessee shall waive all right to recourse against the Lessor:
a) in
the
event of theft, burglary or any other punishable or criminal act of which
the
Lessee could become victim in the rented locales or the common areas of the
building. The Lessee shall provide his own security and surveillance service
for
its locales;
b) for
accidents to material or body that may result from falling lighting equipment
or
other items, the sturdiness of their attachment is not guaranteed by
Lessor;
c) in
the
event of modification, of interruption or elimination of the current security
or
cleaning service irrespective of the will of the Lessor;
d) for
all
consequences that may result from the Lessee giving the keys to the building
attendant;
e) in
the
event of operational impossibility for any reason whatsoever, irrespective
of
the will of the Lessor,
f) in
the
event of damage caused to the rented locales and the merchandise or objects
found there, as a result of leakage from pipes, of leaks through the roof
or
windows, moisture coming from the ground, the basement, or the walls, from
condensation, freezing or ice or snow melt, the Lessee must be insured against
these risks;
g) in
the
event the elevator, the central heating or hot water or all other installations
or equipment cease to function for any reason whatsoever, irrespective of
the
will of the Lessor.
h) for
all
damages caused within the rented locales in the event of disturbances, riots,
strikes, attacks, war, civil war, as well as any resulting disturbances to
the
right of use; to tolerate, under the same conditions, any partial or total
requisition of the building and its consequences;
i) if
the
locales rented under the terms of these presents include a location in the
basement, the Lessor, would not be aware of whether there was a lack of
ventilation or lighting or whether there was a way to drain off used water
or
not, and in any case, may not be held responsible for these.
All
modifications made necessary due to these drawback, shall be completely
incumbent upon the Lessee; in the event of flooding in the basement, even
due to
a sewer backup, the Lessor will not be responsible for damaged merchandise
or
for any other damage and the Lessee agrees to not seek compensation, nor
a
reduction in rent.
Moreover,
the Lessee must make the locale inaccessible to rodents, insects or any other
harmful pests.
19°)
If,
because the building becomes outdated or due to any other causes irrespective
of
the will of the Lessor, the rented locales are suddenly demolished in their
entirety or in part, and if this were of sufficient scope so as to prevent
the
continuation of the tenancy, this lease would be automatically cancelled,
without compensation. In the event of demolition due to public utilities,
the
Lessee reserves his right to claim against the city or the State, but shall
not
file claim against the Lessor.
IV.
-
Building Regulations
20°)
The
Lessee shall conform to the uses in force, the police regulations, regulations
covering the joint ownership of the building, as well as any procedural
regulations in material of good practices regarding the buildings and in
particular:
6
a) shall
refrain from keeping or packing or unpacking packages in the common parts
or on
the balconies;
b) refrain
from putting anything on display in the windows, balconies, etc;
c) refrain
from using detergent in the common areas of the building;
d) refrain
from throwing water in the drainage pipes during the season when water freezes,
under penalty of being held personally responsible for any damage caused
in the
pipes due to the effect of freezing.
e) refrain
from keeping animals (other than household animals) in the rented locales,
and
under the condition that the aforementioned animal does not cause any damage
to
the building nor disturbances in the use of the building by the occupants
of
same (Law of July 9, 1970);
f) no
public
sale shall take place in the rented locales, even if by judicial
authority;
g) assure
that that the tranquility of the building is disturbed in no way whatsoever,
either through the actions of the Lessee, or his personnel, suppliers or
customers;
h) refrain
from overloading the floors, terraces or balconies with a weight higher than
that which they can normally support and if in doubt, obtain this weight
from
the architect of the building;
i) to
comply
with the administrative regulations which govern the exercise of the lessee’s
business;
j) take
all
precautions in order to not obstruct the other tenants or neighbors or third
parties, and in particular refrain from installing any machine or engine
likely
to have a harmful effect on neighboring buildings or to cause disturbances
to
the building, and personally take care of all complaints made, specifically,
for
any noise, odor, heat, fumes, lights, vibrations, radiations or vapors caused,
the Lessor should never be bothered by nor sought after for these
reasons;
k) refrain
from allowing cars or vehicles enter or park in the common areas of the
building, except when the owner leases a spot in a parking area, neither
allow
furniture or parcels to be left there, even temporarily;
l) refrain
from using the fork lift for uses other than that for which it is
intended;
m) Refrain
from throwing any object into the garbage chute that is likely to create
an
obstruction;
n) refrain
from storing any dangerous or unhealthy material in the rented locales, which
is
in violation of administrative regulations currently in force;
o) refrain
from placing any object or fixed or mobile window display outside the rented
locales;
p) refrain
from hanging pots of flowers or plant stands on the shutters, railings, and
balconies;
q) refrain
from hanging plaques or signs on the façade or on the pillars of the door unless
the Lessor has given his express and written authorization.
21°)
Refrain
from throwing industrial or commercial waste in the domestic trash cans of
the
building and provide trash cans for this purpose by using lawful containers;
ensure provision of and cleaning of these containers at the exit and entry
at
the lawful hours. The Lessee must take responsibility personally for any
failure
to comply with these regulations, the Lessor should never be bothered or
sought
after in any way at all on this subject.
V.
-
Notices and Visits
22°)
Allow
the rented locales to be visited forthwith, whether given or received or
in the
event the building is put up for sale, everyday between nine in the morning
to
twelve noon and at two in the afternoon until eight in the evening, with
the
exception of Sundays and bank holidays, and allow notices to be posted for
the
surrender of the lease or placing the building up for sale, at a place
determined by mutual agreement between the Lessor and the Lessee.
7
23°)
The
Lessee shall not be able to move, even partially, before having paid the
amount
of the rent and fees due, until the expiration of the lease and must justify,
by
presentation of the receipts, the payment of all the personal taxes and in
particular, the payment of professional taxes or other fees related to the
rented locales.
RENT
The
lease
is authorized and accepted with an annual principal rent of € 172,800.00 (One
hundred and seventy-two thousand, eight hundred Euros) before taxes and charges
that the Lessee retains the responsibility to pay QUARTERLY AND IN ADVANCE
at
the legal domicile of the Lessor or his representative in four equal terms,
on
the first day of each quarter of the calendar year.
However,
the annual principal rent is exceptionally reduced to the amount
of:
-
€
154,800.00 (One hundred and fifty four thousand, eight hundred Euros) from
12/15/05 to 12/14/06,
-
€
165,600.00 (One hundred and sixty-five thousand, six hundred Euros) from
12/15/06 to 12/14/07.
REVISIONS
The
fixed
rent above shall be subject to automatic annual indexing which must in no
case
be confused with a legal revision of rent. Consequently, the aforementioned
rent
will be automatically increased or decreased and without need for any legal
or
extra-judicial formality, each year, on the anniversary date of entry into
use,
(in other words, on December 15th)
in the
amount reflected by the fluctuation of the national index of the cost of
construction published by the I.N.S.E.E. (using a 100 base, of the 4th quarter
of 1953).
The
initial index of reference will be retained, the last index published at
the
time of the date of effectivity of the lease, that is to say, on the date
of
December 15, 2005, the index of the 2nd
quarter
of 2005 (1276).
The
comparison index used for the calculation of the revision will be that of
the
2nd
Quarter
preceding the revision to the rent.
The
first
revision will take place on December 15, 2006 and the revised rent will be
immediately due and payable.
If
the
selected index has suddenly disappeared or if the application could not be
received for whatever reason may be, the index of replacement will be
substituted or, failing this, the closest index determined, in the event
of
uncertainty, by an Expert appointed by mutual agreement between the parties
or
failing this, by Ordinance of the President of the Court upon request of
the
first party to take action and who, in the event of refusal, departure or
impossibility of any nature whatsoever, will be replaced on the same
forms.
The
fees
and cost of the Expert and of his designation will be paid in equal parts
by the
Lessor on the one hand, and on the other hand, by the Lessee.
The
Lessor states that these stipulations regarding the conventional revision
to the
rent constitutes a determining reason for the outcome of this contract, without
which the Lessor would not have entered into this contract, which has been
expressly accepted by the Lessee.
8
If
it
becomes impossible to carry out the aforementioned revision, and therefore
be
without a measurement for freezing the rent, this would consequently justify
filing of a resolutory action for this lease, without the former effects
produced by this lease, which would then allow for the lease to be called
into
question by both parties.
PAYMENTS
The
Lessee shall pay his share of the total fees, taxes and expenditures of any
and
all nature related to the building in such a way that the rent is always
perceived net including all expenses and fees, with the exception of the
work
described in Article 606 of the Civil Code which, shall be the sole
responsibility of the Lessor, and this, according to the Rules of Apportionment
in force, and which are:
An
installment of 2,070.00 € (two thousand seventy Euros) will be paid each quarter
based on the aforementioned charges.
It
is
expressly agreed that in the event a joint ownership of the building or
modification of the payment of joint ownership is set up, the distribution
of
charges stipulated in regards to the payment of joint ownership or its
modification, substitution with those indicated above will be permitted,
upon
request of the Lessor.
The
Lessee shall pay the VAT or any tax which could be substituted or supplemented,
plus the Office Tax and the Property Tax at the same time as the
rent.
SECURITY
DEPOSIT
With
the
guarantee of the payment of the rents and pursuance of all responsibilities,
clauses, and conditions of the lease, the Lessee has at the moment paid S.G.I.
FIATTE and MAZAUD, in its official capacity, the sum of 43,200.00 € (forty three
thousand two hundred Euros), which represents THREE months principal rent
before
taxes and fees. The Lessor hereby acknowledges said payment and gives this
document which serves as a good and valid receipt to the Lessee.
This
deposit shall be modified automatically in the same proportions as the rent
and
its complement shall be payable together with each modification of the aforesaid
rent. This deposit will in no case be imputable on the last months of rents
or
fees due under the classification of a deposit.
This
sum,
which will not earn any interest to the profit of the Lessee, will remain
in
hands of the owner until the expiration of this lease with a special
classification in the complete pursuance of the responsibilities and conditions
of these presents. It will be refunded to the Lessee after removal and surrender
of the keys, with deductions made of the amounts owed to the Lessor at the
end
of usufruct, in particular as coverage for damages or if the Lessor is
responsible for any reason, it would be given to the Lessee.
THE
RECEIPT WHEREOF IS HEREBY ACKNOWLEDGED
(subject
to bank clearance in the case of payment by check).
9
SPECIAL
CONDITIONS
1°)
An
exemption of the rent free of tax and fees is granted to the Lessee from
12/15/05 to 03/15/06 as compensation for work involving internet/computer
and
telephone wiring which the Lessee shall carry out at his expense and under
the
responsibility of qualified companies. It is specified here that the
above-mentioned work must be completed by 04/30/05, at the latest; failing
this,
the rent exemption will not apply and the rent will be due for the period
between 12/15/05 and 03/15/06 and must be paid in full.
The
parquet floors, ceilings, woodworks, (even if they are concealed) must be
maintained in perfect condition.
2°)
An
inventory of state of the locales upon taking possession of these by the
Lessee
will be drawn up by Major NAKACHE, bailiff, whose fees shall be the
responsibility of the Lessee.
3°)
It is
specified here that activities of moving in and moving out must be done as
far
as possible away from the outside of the building.
4°)
The
Lessee shall take responsibility for monthly payments already in progress
regarding to the alarm system and air-conditioning. The heating is currently
maintained by Etablissements VALDING - 00 xxx xxx xx Xxxxxxx - 00000 Xxxxx.
It
will be up to the Lessee to contract a service account near this company
and to
provide proof of this, at least once a year, to the Lessor or his
representative.
5°)
The
Lessee shall have the right to place their business name on the chart reserved
to this end in the entry hallway of the building, in his official capacity,
to
wit, INTER PARFUMS.
6°)
The
Lessee is authorized to perform light sandpapering and to varnish the parquet
floor located in certain offices on the street level, after which a large
rug
must be placed there in order to preserve the aforementioned parquet floor.
The
definition of the rooms involved shall be presented later at the Lessor’s by
prior agreement.
7°)
The
Lessor will charge at a rate of 16,000.00 Euros tax free, upon presentation
of
the justifying invoice, the installation of the rug which the Lessee agrees
to
install in the rented locales upon his arrival. It is specified here that
the
aforementioned carpet must not be affixed in any manner to the parquet floor,
the Lessor has provided, initially, the installation of fixed flagstones
to
ensure the conservation of the aforesaid parquet floor.
8°)
Notwithstanding the aforementioned, the Lessee is authorized to establish
the
domicile within the rented locales for the four companies of the GROUPE INTER
PARFUMS, provided the activity carried on by these companies is the same
as that
set forth in the purpose of the corporation which appears in the statutes
of the
Articles of Incorporation of GROUPE INTER PARFUMS and that the Lessee must
mail
to the Lessor a copy of the statutes and of the K-(a) of these companies
within
fifteen days before the effective date.
This
authorization is subordinate to the fact that they are companies of the GROUPE
INTER PARFUMS of which the Lessee holds the majority of the authorized capital
and which the President, the General Manager or the Manager of these companies
is one of the administrators of the GROUPE INTER PARFUMS, and holder of this
lease.
It
is
herein specified that the GROUPE INTER PARFUMS company, upon vacating the
premises that are the subject of this lease, must make sure that they are
made
free of any occupation; the locales form an indivisible whole through the
common
intention of its parts.
10
Under
no
circumstances, may these domiciliations transfer the commitment of rights
that
exists between these companies and the Lessor, who shall have no direct
obligation in regards to them.
The
company, GROUPE INTER PARFUMS, shall remain as the sole responsible party
in
respect with the Lessor, for any damages to same. It shall guarantee strict
fulfillment of the conditions above and commits to pledge same in writing
for
any domiciled company, of which it will have the obligation to make known
to the
Lessor.
PENALTY
CLAUSES (Article 1226 and those that follow of the Civil Code)
In
the
event of non-payment of any amount due at its term and with the first service
by
a bailiff, the Lessee will automatically be required to pay all other charges
of
recovery including the entire amount owed to the bailiff, a penalty equal
to 10%
of the amount of the sum owed to cover all damages to the Lessor caused by
the
delay in payment and expenses, due diligence and fees incurred in the recovery
efforts for this amount.
RESOLUTORY
CLAUSE
It
is
expressly agreed that in the absence of payment at its term or its normal
date
of current payability, any amount due under the terms of the present lease
and
in particular of the rent and the amounts which constitute the auxiliary
fees to
it, such as charges, business fees, interest, reminders for payment of rents
or
charges at a modification of their amount, as in the event of non-execution
of
only one of the conditions of the lease or any legal obligation or law
applicable to the Lessee and if one month after a demand to pay or fifteen
days
after a summons of execution, remain without response, this lease will be
automatically cancelled, if it appears reasonable to the Lessor, without
necessity to file any legal formality, notwithstanding all posterior
consignments or real offers with the extensions of time cited
above.
A
simple
ordinance of execution shall suffice to pronounce expulsion of the Lessee
and of
all the occupants and of the manager, from the rented locales and in such
case,
the Security Deposit shall remain in the hands of the Lessor as compensation
without prejudice that is his right to retain for damages and interest
due.
In
the
event of payment by check or deduction from a bank or postal account, the
amount
of the rent and fees may be regarded as paid only after clearing the bank,
notwithstanding the fact that a receipt has been issued. The Resolutory Clause
will be invoked by the Lessor if the check or the bank deduction is returned
unpaid.
LIMITS
It
is
hereby legally agreed upon that all limits on the part of the Lessor relative
to
the clauses and conditions above expressed, those that have been in reference
to
frequency and duration, shall never and in no case be considered as worthy
of
modification or suppression of these clauses and conditions nor do they generate
any rights of any kind; the Lessor may always be able to put an end to it
by any
means.
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CHANGES
Any
modification or innovation that may be effected on these presents, in particular
in the event of a revision of the rent or renewal of the lease, must be
certified obligatorily by an act established by the Lessor or his representative
which the Lessee shall commit to formalize, upon the first request.
REGISTRATION
- FEES
This
lease shall be subject to the formality of registration with the first
requisition. All the expenses, charges and fees of these presents and those
which may follow or exist as a consequence to these, that are not included
in
these amendments, shall be the responsibility of the first party to take
action.
SELECTION
OF DOMICILE
For
the
execution of these presents and those that may follow, the parties hereby
elect
their domicile, to wit:
-
the
Lessor cites the domicile of S.G.I. FIATTE ET MAZAUD - 169 Boulevard Haussmann
-
75008 Paris
-
the
Lessee cites the rented locales,
|
Executed
in Paris on December 15, 2005
In
three copies,
|
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| /s/ Not legible | /s/ Not legible | ||
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