SUBLEASE EXHIBIT 10.1(b)
THIS SUBLEASE is entered into between LONZA INC., having its principal
offices at 00-00 Xxxxx 000, Xxxx Xxxx, Xxx Xxxxxx 00000 ("Sublessor"); and
BORON, XXXXXX AND ASSOCIATES, INC., having its principal offices at 00-00 Xxxxx
000, Xxxx Xxxx, Xxx Xxxxxx 00000 ("Sublessee").
1. DESCRIPTION. Sublessor hereby leases to Sublessee and Sublessee hereby
hires from Sublessor, the following space: Approximately 5,247 rentable square
feet (hereinafter the "Subleased Premises") "AS IS" (subject to "Sublessor's
Work" as marked Exhibit A, attached hereto and made a part hereof, which plan or
plans have been initialed by the parties in the Building located at 00-00 Xxxxx
000, Xxxx Xxxx, Xxx Xxxxxx (hereinafter the "Building"), together with the right
to use in common with the Sublessor, its invitees, customers and employees, the
stairways, and all other general common facilities contained in the Building.
Said Subleased Premises are a part of Premises leased by Sublessor from MBM
Associates, as Lessor, by lease dated April 29, 1987, as amended by First
Amendment to Indenture of Lease dated February 14, 1989, as the same may be
further amended (collectively herein the "Main Lease").
2. TERM. The Subleased Premises are leased for a term beginning on the
Commencement Date, as defined in Section 35(c) herein, and ending at 11:59 p.m.
on July 31, 1999 unless sooner terminated in accordance with the provisions
hereof. If Sublessor, for any reason whatsoever, cannot deliver possession of
the Subleased Premises to Sublessee at the commencement of the agreed term, this
Sublease shall not be void or voidable, nor shall Sublessor be liable to
Sublessee for any loss or damage resulting therefrom, but in that event, there
shall be a proportionate reduction of basic rent covering the period between the
commencement of the term and the time when Sublessor can deliver possession.
3. BASIC RENT. The Sublessee shall pay to the Sublessor basic rent
(herein "rent" or "basic rent"), payable in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, at the yearly rate of Eighty-Three Thousand
Nine Hundred Fifty-Two and 00/100 ($83,952.00) Dollars and shall be payable in
advance on the first day of each calendar month during the term in installments
of Six Thousand Nine Hundred Ninety-Six and 00/100 ($6,996.00) Dollars each,
except that a proportionately lesser sum may be paid for the first and last
months of the term of this Sublease if the term commences on a date other than
the first day of the month as and in accordance with the provisions of this
Sublease hereinabove set forth. The basic rent shall be payable at the office
of the Sublessor at the address set forth above, or as may otherwise be directed
by notice from Sublessor to Sublessee. Sublessor acknowledges receipt from
Sublessee of the sum of Six Thousand Nine Hundred Ninety-Six and 00/100
($6,996.00) Dollars by check, subject to collection, for basic rent for the
first month of the term.
4. SUBLESSOR TO COMPLY WITH MAIN LEASE. Sublessor agrees to pay the rent
reserved in the Main Lease and to perform and observe the Lessee's covenants and
stipulations contained therein so far as they ought to be performed and observed
by Lessee.
5. QUIET ENJOYMENT. If Sublessee performs all of the terms of this
Sublease, Sublessor warrants that Sublessor shall do nothing to affect
Sublessee's right to peaceably and quietly have, hold and enjoy Subleased
Premises for the term herein mentioned, subject to the provisions of this
Sublease.
6. USE AND OCCUPANCY. Sublessee shall use and occupy the Subleased
Premises for any purpose permitted by Section 3(a) of the Main Lease and subject
to the conditions and provisions as more particularly set forth therein, and
shall be entitled to the benefits and burdens thereof to the extent not modified
hereby and permitted thereunder. Said Main Lease is attached hereto as Exhibit
B hereof.
7. SUBLESSEE TO COMPLY WITH MAIN LEASE TERMS: INDEMNIFY SUBLESSOR.
Sublessee agrees to perform and observe the covenants, conditions and terms of
the Main Lease on the part of the Lessee therein to be performed, as if the
Sublessee were the Lessee under the Main Lease, except the covenant for the
payment of basic rent reserved in said Main Lease and except to the extent said
Main Lease shall have been specifically superseded by this Sublease. The
assumption of certain of said covenants, conditions or terms pursuant to certain
express provisions in this Sublease shall not be construed to limit the
generality of the foregoing. Wherever in said Main Lease Lessor's consent is
required, Sublessee shall be required to obtain Sublessor's consent. Sublessee
shall indemnify Sublessor against all claims, damages and expenses arising out
of the nonperformance or nonobservance of Sublessee's obligations with respect
to said Main Lease as assumed hereby.
8. SERVICES. Sublessee shall be entitled to receive from Lessor, as part
of the rental consideration, and for so long as no default exists hereunder, the
services set forth in Section 6 of the Main Lease.
9. HOLDOVER. Any holdover at the expiration of this Sublease is not with
Sublessor's consent and may be terminated as provided by the laws of the State
of New Jersey and Sublessee shall indemnify Sublessor for any liability
resulting therefrom.
10. NO WASTE, NUISANCE OR ILLEGAL USE. Sublessee shall not commit waste
on the Subleased Premises leased herein, nor maintain, commit, or permit the
maintenance or commission of a nuisance thereon, or use such premises for an
unlawful purpose. Sublessee shall conform to all applicable laws and ordinances
respecting the use and occupancy of the Subleased Premises relating to matters
not covered elsewhere herein.
11. ALTERATIONS, ADDITIONS AND IMPROVEMENTS. Sublessee shall not make
alterations, additions or improvements on the Subleased Premises without first
obtaining the written consent of Sublessor, which consent will not unreasonably
be withheld, provided Lessor shall also consent. All alterations, additions and
improvements that shall be made shall be at Sublessee's expense, shall become
Sublessor's property, and shall remain on and be surrendered with the Subleased
Premises as a part thereof at the termination of this Sublease without
disturbance, molestation or injury. Subject to the foregoing Sublessee shall
comply in all respects with said Section 7(d) of the Main Lease.
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12. LIENS. Sublessee shall keep the Subleased Premises free and clear of
Construction Lien Claims arising out of any work performed, materials furnished,
or obligations incurred by Sublessee.
13. ACCESS FOR INSPECTION AND REPAIRS. Sublessee shall allow Lessor and
Sublessor and their agents free access at all reasonable times to the Subleased
Premises for the purpose of inspecting or of making repairs, additions, or
alterations to the Subleased Premises or any property owned by or under the
control of Lessor or Sublessor.
14. REPAIRS AND MAINTENANCE. Sublessor's obligations under Section 7(b)
of the Main Lease with respect to repairs and maintenance are hereby assumed by
Sublessee with respect to the Subleased Premises.
15. INSURANCE. Sublessee shall at all times maintain in full force and
effect an All Risk Fire and Casualty Insurance policy covering the full
replacement cost of all fixtures, improvements, trade equipment, inventory and
personal property of any party whatsoever which from time to time may be in or
upon the Subleased Premises. Sublessee shall comply with Section 12(e) of the
Main Lease and shall furnish, prior to the commencement of the Term hereof,
Certificates of Insurance naming Sublessor and Sublessee as additional insureds.
16. DAMAGE BY FIRE, EXPLOSION, THE ELEMENTS OR OTHERWISE. Sublessee shall
be bound by the provisions of Section 13 of the Main Lease. Should the Main
Lease be terminated pursuant to said Section 13, this Sublease shall so
terminate. In the event the Premises leased pursuant to the Main Lease are
repairable within the period provided by said Section 13, or the Main Lease is
not terminated, or the damage is so slight so that the Premises leased pursuant
to the Main Lease are not rendered untenantable and unfit for occupancy, any
equitable abatement provided for in said Section 13 shall inure to Sublessee
only to the extent the Subleased Premises are affected thereby. Sublessee shall
immediately notify Sublessor in case of fire or other damage to the Subleased
Premises.
17. EMINENT DOMAIN: CONDEMNATION. Subject to Lessor's and Lessee's
rights under Section 18 of the Main Lease to effect a termination of the Main
Lease, and consequently of this Sublease, if the whole of the Subleased Premises
are so taken or if more than fifty (50%) percent of the Subleased Premises are
so taken, this Sublease, at Sublessee's election, to be made within ten (10)
days after notice to Sublessee from Sublessor of the taking, may be canceled.
Sublessee shall have no claim or interest in or to any award or damages for such
taking. If this Sublease is not canceled as provided for herein, Sublessee
shall be entitled to an apportionment and abatement of the annual basic rent to
the extent and for the period for which the Subleased Premises so taken are not
reasonably usable for the purposes for which they are leased hereunder.
18. WAIVER OF ONE BREACH NOT WAIVER OF OTHERS. Waiver of one breach of a
term, condition or covenant of this Sublease by either party hereto shall be
limited to the particular instance and shall not be deemed to waive future
breaches of the same or other terms, conditions or covenants.
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19. INSOLVENCY OF SUBLESSEE. Either (a) the appointment of a receiver to
take possession of all or substantially all of the assets of Sublessee, or (b) a
general assignment by Sublessee for the benefit of creditors, or (c) any action
taken or suffered by Sublessee under any insolvency or bankruptcy act shall
constitute a default of this Sublease by Sublessee, unless the same shall be
dismissed of record or stayed within thirty (30) days of its filing, and, if not
dismissed or stayed, Sublessor may terminate this Sublease forthwith and upon
notice of such termination, Sublessee's right to possession of the Subleased
Premises shall cease, and Sublessee shall then quit and surrender the Subleased
Premises to Sublessor, but Sublessee shall remain liable as hereinafter provided
in Section 21.
20. SUBLESSOR'S REMEDIES ON DEFAULT. If Sublessee defaults in the payment
of rent, or any additional rent, or defaults in the performance of any of the
other covenants or conditions hereof, or any covenant or condition of the Main
Lease by it to be complied with, Sublessor may give Sublessee notice of such
default, and if Sublessee does not cure any rent, or additional rent, default
within five (5) days, or other default within fifteen (15) days after giving of
such notice (or if such other default is of such nature that it cannot be
completely cured within such period, if Sublessee does not commence such curing
within fifteen (15) days and thereafter proceed with reasonable diligence and in
good faith to cure such default), then Sublessor may terminate this Sublease,
and Sublessee's right to possession of the Subleased Premises shall cease and
Sublessee shall then quit and surrender the Subleased Premises to Sublessor but
Sublessee shall remain liable as hereinafter provided. If this Sublease shall
have been so terminated by Sublessor, Sublessor may, at any time thereafter,
resume possession of the Subleased Premises by any lawful means and remove
Sublessee or other occupants and their effects.
21. DEFICIENCY. In any case where Sublessor has recovered possession of
the Subleased Premises by reason of Sublessee's default, Sublessor may, at
Sublessor's option, occupy the Subleased Premises or cause the Subleased
Premises to be redecorated, altered, divided, consolidated with other adjoining
Premises, or otherwise changed or prepared for reletting, and may relet the
Subleased Premises or any part thereof as agent of Sublessee or otherwise, for a
term or terms to expire prior to or at the same time as the original expiration
date of this Sublease, at Sublessor's option, and receive the rent therefor.
Rent so received, or in the event that Sublessor occupies the Subleased
Premises, the reasonable value of the rental of the Subleased Premises (not to
exceed the rent reserved herein), shall be applied first to the payment of such
expenses as Sublessor may have incurred in connection with the recovery of
possession, redecorating, altering, dividing, consolidating with other adjoining
premises, or otherwise changing or preparing for reletting, and the reletting,
including brokerage and reasonable attorney's fees, and then to the payment of
damages in amounts equal to the rent hereunder and to the cost and expenses of
performance of the other covenants of Sublessee as
herein provided. However, should Sublessor occupy the Premises, Sublessor shall
not be entitled to recover from Sublessee any expenses in connection with
Redecorating, altering, dividing or consolidating the Premises for Sublessor's
occupancy. Sublessee agrees, in any such case, whether or not Sublessor has
relet, to pay to Sublessor damages equal to the basic and additional rent and
other sums herein agreed to be paid by Sublessee, less the net proceeds of the
reletting, if any, as ascertained from time to time, and the same shall be
payable by Sublessee on the several rent
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days above specified. In reletting the Subleased Premises as aforesaid,
Sublessor may not grant rent concessions. Sublessor shall have no affirmative
duty to affect any reletting. No such reletting shall constitute a surrender and
acceptance or be deemed evidence thereof.
Alternatively, in any case where Sublessor has recovered possession of the
Subleased Premises by reason of Sublessee's default, Sublessor may, at
Sublessor's option, and at any time thereafter, and without notice or other
action by Sublessor, and without prejudice to any other rights or remedies it
may have hereunder or at law or equity, become entitled to recover from
Sublessee, as damages for such breach, in addition to such other sums herein
agreed to be paid by Sublessee, to the date of re-entry, expiration and/or
dispossess an amount equal to the difference between the rent and additional
rent reserved in this Sublease from the date of such default to the date of
expiration of the original term demised and the then fair and reasonable rental
value of the Subleased Premises for the same period; provided said fair and
reasonable rental is less than the rent and additional rent reserved herein.
Said damages shall become due and payable to Sublessor immediately upon such
breach of this Sublease and without regard to whether this Sublease be
terminated or not, and if this Sublease be terminated, without regard to the
manner in which it is terminated. In the computation of such damages, the
difference between any installments of rent (basic and additional) thereafter
becoming due and the fair and reasonable rental value, as hereinbefore defined,
of the Subleased Premises for the period for which such installment was payable
shall be discounted to the date of such default at the rate of not more than
four (4%) percent per annum.
Sublessee hereby waives all right of redemption to which Sublessee or any
person claiming under Sublessee might be entitled by any law nor or hereafter in
force.
Sublessor's remedies hereunder are in addition to any remedy allowed by
law.
Sublessee agrees to pay, as additional rent, all attorney's fees and other
expenses incurred by the Sublessor in enforcing any of the obligations under
this Sublease, this covenant to survive the expiration or sooner termination of
this Sublease.
22. REMOVAL OF PROPERTY BY SUBLESSOR. If Sublessor re-enters the
Subleased Premises or takes possession of them before normal expiration of this
Sublease, in accordance with the terms hereof, Sublessor shall have the right,
but not the obligation, to remove from the Subleased Premises all personal
property located therein and may place it in storage in a public warehouse at
Sublessee's expense and risk.
23. ADDITIONAL RENT. It is expressly agreed that Sublessee will pay, in
addition to the basic rent as in Section 3 above, an additional rental to cover
Sublessee's proportionate share of increased costs to Sublessor for each of the
categories enumerated herein, over the "Base Costs" (as hereinafter defined) for
said categories.
(A) Municipal Taxes and Assessments. If during the Sublease term the
annual Real Estate Taxes as defined in Section 9(a)(iii) of the Main Lease
for any calendar year or proportionate part thereof if the Sublease term
expires prior to the
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expiration of a calendar year (herein the "Comparison Period") shall be
greater than the Base Costs for Real Estate Taxes (adjusted proportionately
if the Comparison Period is less than a full calendar year), then, in
addition to the basic rent in Section 3, Sublessee agrees to pay its
proportionate share of such excess which payment shall be paid in as many
equal installments as there are months remaining in the calendar year in
which said taxes exceed the taxes for the base year, on the first day of
each month in advance as additional rent, during the remaining months of
that year.
(B) Building Operating Costs. If during the Sublease term, the
Operating Expenses as defined in Section 9(a)(ii) of the Main Lease for any
Comparison Period shall be greater than the base building operating costs
(adjusted proportionately if the Comparison Period is less than a full
calendar year), then, in addition to the basic rent in Section 3, Sublessee
agrees to pay its proportionate share of such excess as additional rent
which sum shall be paid in as many equal installments as there are months
remaining in the calendar year in which said building operating costs
exceed the base building operating costs on the first day of each month in
advance, during the remaining months of that year.
(C) Base Costs.
(i) The base costs for Real Estate Taxes shall be those costs
for the aforesaid paid to Lessor under the Main Lease from October 1,
1993 through September 30, 1994;
(ii) Base building operating costs shall be those costs for the
aforesaid paid to Lessor under the Main Lease from October 1, 1993
through September 30, 1994.
(iii) Sublessee's Proportionate Share. Sublessee's proportionate
share of the additional rent shall be 5.87(%) percent thereof, which
proportionate share reflects and will continually be adjusted to
reflect the sum arrived at by dividing the gross square feet of the
area rented to Sublessee [the numerator], plus any additional gross
square footage subleased from time to time pursuant to this Sublease,
by the total number of gross square feet of the premises demised to
Sublessor under the Main Lease.
24. NOTICES. Except where otherwise required by statute, all notices
given pursuant to the provisions of this Sublease shall be in writing, addressed
to the party to whom notice is given and sent registered or certified mail,
return receipt requested, in a postpaid envelope as follows:
To Sublessee: BORON, XXXXXX AND ASSOCIATES, INC.
00-00 Xxxxx 000
Xxxx Xxxx, Xxx Xxxxxx 00000
To Sublessor: LONZA INC.
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00-00 Xxxxx 000
Xxxx Xxxx, Xxx Xxxxxx 00000
Attn: Xxxxx Xxxx
With Copy To: XXXXXXXXX & XXXXXXXXX, P.A.
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxx Xxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxxx, Esq.
It is understood and agreed that unless specifically modified by this Sublease,
Sublessor shall be entitled to the length of notice required to be given Lessor
under the Main Lease plus five (5) days and shall be entitled to give Sublessee
the amount of notice required to be given Lessee under the Main Lease less five
(5) days.
25. SECURITY. In the event any security is required to be deposited
pursuant to the terms of this Sublease and in the event Sublessor uses any of
said security deposit to cure Sublessee's default(s) or meet any of Sublessee's
obligations, sublessee covenants to upon demand replace the amount so utilized.
In the event of a bona fide sale , subject to this Sublease, Sublessor shall
have the right to transfer the security to the vendee for the benefit of
Sublessee, and Sublessor shall be considered released by Sublessee from all
liability for the return of such security; and Sublessee agrees to look solely
to the new lessor for the return of the said security, and it is agreed that
this shall apply to every transfer or assignment made of the security to a new
lessor. The security deposited as provided for herein shall not be mortgaged,
assigned or encumbered by Sublessee without the written consent of Sublessor.
In the event, of the insolvency of Sublessee, or in the event of the entry
of a judgment in bankruptcy in any court against Sublessee which is not
discharged within thirty (30) days after entry, or in the event a petition is
filed by or against Sublessee under any chapter of the bankruptcy laws of the
State of New Jersey or the United States of America, then in such event,
Sublessor may require the Sublessee to deposit security in an amount specified
to adequately assure Sublessee's performance of all of its obligations under
this Sublease including all payments subsequently accruing. Failure of Sublessee
to deposit the security required by this Section within ten (10) days after
Sublessor's written demand shall constitute a material breach of this Sublease
by Sublessee.
26. SUBLEASE APPLICABLE TO HEIRS, SUCCESSORS AND ASSIGNS. The terms,
conditions and covenants of this Sublease shall inure to and be binding on the
heirs, successors, administrators, executors and assigns of the parties hereto,
except as otherwise herein provided.
27. ASSIGNMENT OR SECOND SUBLEASE WITHOUT CONSENT. Sublessee shall
not sell or assign this Sublease or any part thereof, or any interest therein,
or re-sublet the Subleased Premises in whole or in part without first obtaining
the written consent of Sublessor and Lessor. This Sublease shall not be
assigned by operation of law. If Sublessor and Lessor give consent to
assignment of this Sublease or of any interest therein,
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they shall not thereby be barred from afterwards refusing to consent to any
further assignment. Any attempt to sell, assign, or re-sublease without written
consent of Sublessor and Lessor shall be deemed a default and shall entitle
Sublessor to proceed pursuant to Sections 20 and 21 of this Sublease if
Sublessor so elects.
28. SUBLEASE CONDITION. This Sublease is expressly conditioned upon
Sublessee receiving from Lessor on or before the Commencement Date, the Lessor's
written consent to this Sublease.
29. PARKING. Sublessee shall not have the right to use any assigned
parking spaces.
30. INTERRUPTION OF SERVICES OF USE. Interruption or curtailment of any
service maintained in the Building shall not entitle Sublessee to claim
constructive eviction or any other cause of action against Sublessor unless
Sublessor shall be responsible therefor, but Sublessee shall join with and have
those rights and remedies sublessor may have against Lessor as a result of said
interruption. Sublessee shall, under no circumstances, have any claim against
Sublessor for interruption to Sublessee's business, however occurring.
31. SUBLESSOR'S LIABILITY FOR LOSS OF PROPERTY. Sublessor shall not be
liable for any loss of property from any cause whatsoever, including but not
limited to theft or burglary from the Subleased Premises, and Sublessee agrees
to make no such claim for any such loss at any time.
32. WAIVER OF SUBROGATION. Each insurance policy carried by Sublessee and
insuring the Subleased Premises and its fixtures and contents against loss by
fire, water and causes covered by standard extended coverage, shall be written
in a manner so as to provide that the insurance company waives all right of
recovery by way of subrogation against Sublessor and Lessor in connection with
any loss or damage covered by such policies. Neither Sublessor nor Sublessee
shall be liable to Sublessee for any loss or damage caused by fire, water or any
of the risks enumerated in standard extended coverage insurance, provided such
insurance was obtainable at the time of such loss or damage.
Notwithstanding anything contained herein to the contrary, Sublessee
covenants and agrees to hold Sublessor harmless against any and all claims,
damages, suits or causes of action (including attorneys' fees and costs) for
damages arising after the Commencement Date of this Sublease resulting from or
alleged to result from the acts or omissions of Sublessee, its agents, servants,
invitees, visitors or employees which cause any injury to person or property or
loss of life sustained in or about the Subleased Premises.
33. BROKER. Sublessee warrants and represents to Sublessor, and Sublessor
warrants and represents to Sublessee, that Xxxxxxx & Wakefield of New Jersey,
Inc. is the sole broker with whom each has negotiated in bringing about this
Sublease, and each agrees to indemnify and hold the other harmless from any and
all claims of other brokers arising out of or in connection with the negotiation
of or the entering into this Sublease by Sublessor and Sublessee, but only to
the extent that such claim is based upon acts inconsistent with this
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representation by the party sought to be charged. It is understood that
Sublessee shall have no obligation with respect to payment of said commission
except as aforesaid.
34. ELECTRICITY. Sublessee agrees that an independent electrical
engineering consultant shall make survey of the electric power demand of the
electric lighting fixtures and the electric equipment of Sublessee used in the
Subleased Premises to determine the average monthly electric consumption
thereof. Once the consultant has submitted its report, Sublessee shall pay to
Sublessor, within ten (10) days thereafter, the amount determined by said
consultant as owing from the Commencement Date of this Sublease to the then
current month, and thereafter, on the first day of every month, in advance, the
Sublessee shall pay the amount set forth as the monthly consumption in said
report. Proportionate sums shall be payable for periods of less than a full
month if the Commencement Date commences on any day other than the first of the
month.
Notwithstanding the above, should Sublessee dispute the determination made
by Sublessor's independent electrical engineering consultant, then the Sublessee
shall be free to, at the Sublessee's sole cost and expense, employ the services
of a qualified independent electrical engineering consultant who shall conduct a
survey of Sublessee's electric lighting fixtures and electrical equipment to
determine the average monthly electric consumption utilized by Sublessee. If the
Sublessor's consultant and the Sublessee's consultant cannot agree on the
Sublessee's average monthly electric consumption, a mutually agreeable
electrical engineering consultant shall be selected by Sublessor and Sublessee
within thirty (30) days thereafter, or, if they cannot- so agree on an
independent electrical engineering consultant acceptable to both whose decision
shall be final and binding, then either party may request the American
Arbitration Association in Somerset, New Jersey to appoint such independent
electrical engineering consultant whose decision shall be final and binding upon
the parties. The parties shall share equally in the cost of any such consultant.
In the event that there shall he an increase or decrease in the rate
schedule (including surcharges or demand adjustments) of the public utility for
the supply of electricity to the Subleased Premises, or the imposition of any
tax with respect to such service or increase in any such tax following the
Commencement Date of this Sublease, the rate shall be adjusted equitably to
reflect the increase or decrease in rate or imposition or increase in the
aforesaid tax. All computations shall be made on the basis of Sublessee's
surveyed usage as if a meter measuring such usage to the Subleased Premises
exclusively was in place.
35. SUBLESSOR'S WORK - SUBLESSEE'S DRAWINGS.
(A) Sublessor agrees that, at Sublessor's expense, prior to the
Commencement Date of this Sublease, it will do substantially all of the
work in the Subleased Premises in accordance with Exhibit C attached hereto
and made a part hereof. All of said Exhibit C work, whether paid for in
whole or in part by Sublessee, is and shall remain the Sublessor's
Property.
(B) Sublessee will supply such drawings and information to Sublessor
as and when required as set forth in Exhibit C. Any delay occasioned by
Sublessee's
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failure to supply such drawings and information on or before the dates set
forth in Exhibit C shall not delay the Commencement Date of this Sublease.
(C) The Commencement Date is defined as that date when Sublessor has
done substantially all of the work to be done by Sublessor in accordance
with Exhibit C unless Sublessor has been precluded from completing said
work as a result of Sublessee's acts or omissions including but not limited
to its failure to comply with Subsection 35(B) above. Occupancy by
Sublessee or the delivery of a Certificate of Occupancy (temporary or
permanent) by Sublessor (if required pursuant to local law) shall be prima
facie evidence that Sublessor has done substantially all of the work.
36. RECAPTURE. Sublessor may, for its own use or the use of any of
Sublessor's Affiliates, recapture the Subleased Premises upon six (6) months'
written notice to Sublessee. As used herein Affiliate shall mean any corporation
related to successor as a parent, subsidiary or brother-sister corporation so
that such corporation shall constitute a controlled group as determined under
Section 1563 of the Internal Revenue Code of 1986, as amended, and as elaborated
by the Treasury Regulations promulgated thereunder. In the event that Sublessor
exercises such right of recapture, Sublessor shall reimburse Sublessee for the
unamortized portion of the cost of Sublessee's installation (including labor
costs) of equipment, computer and telephone wiring within the Subleased Premises
over the term hereof, not to exceed the sum of Thirteen Thousand and 00/100
($13,000.00) Dollars.
37. RENT CONCESSION. Provided Sublessee is not in default under any
of the terms and provisions of this Sublease and notwithstanding anything
contained herein to the contrary, Sublessee shall be entitled to a basic rent
abatement in the amount of Two Thousand Five Hundred Nine and 33/100 ($2,509.33)
Dollars per month, or a proportionate part thereof for a period less than a full
calendar month, up to an aggregate total amount of Thirty-two Thousand Six
Hundred Twenty-one and 29/100 ($32,621.29) Dollars, said monthly concession to
be applied against the payments of Monthly Minimum Rent due pursuant to this
Lease for the first (1st) through the thirteenth (13th) months (herein
"Concession Period"). The entire basic rent otherwise due and payable during the
Concession Period shall become immediately due and payable to the Lessor upon
the occurrence of a default under this Sublease.
38. SECTION HEADINGS. The Section headings in this Sublease and position
of its provisions are intended for convenience only and shall not be taken into
consideration in any construction or interpretation of this Sublease or any of
its provisions.
ATTEST: LONZA INC., Sublessor
/s/ By:/s/
-------------------------------- ---------------------------------
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ATTEST: BORON, XXXXXX AND ASSOCIATES,
INC., Sublessee
/s/ Xxxxxxx X. XxXxxx /s/ Xxxxxxx Xxxxx
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CONSENT OF LANDLORD
The undersigned hereby consents to the Sublease dated October 27, 1994
between LONZA INC., as Sublessor, and BORON, XXXXXX AND ASSOCIATES, INC., a
Sublessee, for approximately 5,427 rentable square feet of space in the building
known as Fair Lawn Executive Center located at 00-00 Xxxxx 00, Xxxx Xxxx, Xxx
Xxxxxx.
MBM ASSOCIATES
BY: FAIR LAWN-XxXXXXX ASSOCIATES IV
BY: /s/
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XXXXXX-XXXXXXXXX ASSOCIATES
BY: /s/
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BY: /s/
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