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Tenant agrees that all signs, awnings, protective gates, security devices and other installations visible from the exterior of the Premises shall be subject to Landlord's prior written approval, shall be subject to the prior approval of the Landmarks Preservation Commission of the City of New York, if required, and shall not interfere with or block either of the adjacent stores, provided, however, that Landlord shall not unreasonably withhold consent for signs that Tenant desires to install. Tenant agrees that any permitted signs, awnings, protective gates, security devices, and other installations shall be installed at Tenant’s sole cost and expense professionally prepared and dignified and subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned, and subject to such reasonable rules and restrictions as Landlord from time to time may impose. Tenant shall submit to Landlord drawings of the proposed signs and other installations, showing the size, color, illumination and general appearance thereof, together with a statement of the manner in which the same are to be affixed to the Premises. Tenant shall not commence the installation of the proposed signs and other installations unless and until Landlord shall have approved the same in writing. . Tenant shall not install any neon sign. The aforesaid signs shall be used solely for the purpose of identifying Tenant's business. No changes shall be made in the signs and other installations without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall, at its own cost and expense, obtain and exhibit to Landlord such permits or certificates of approval as Tenant may be required to obtain from any and all City, State and other authorities having jurisdiction covering the erection, installation, maintenance or use of said signs or other installations, and Tenant shall maintain the said signs and other installations together with any appurtenances thereto in good order and | Signage Approval Required | Signage and Signage Requirements |
Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant's failure to comply with the provisions of this Article and, at Tenant's sole cost and expense, shall indemnify, defend, and hold Landlord harmless of and from any claim, damages, judgment, cost and/or expense (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Landlord by reason of such noncompliance. | Tenant Indemnification | Indemnification |
Tenant shall indemnify, hold harmless and defend Landlord, its affiliates, managing agents, subsidiaries, directors, officers, employees and agents from and against any and all liabilities, claims, demands, damages, costs, expenses (including reasonable attorneys’ fees), suits, judgments whether actual or alleged, including such for bodily injury or wrongful death to any person (including tenant employees and invitees) and property damage to any property (subject to the waiver of subrogation provisions of this lease), (i) occurring in the Demised Premises; (ii) arising from the acts or omissions of the Tenant, its subtenants, its employees, invitees, contractors or agents to the extent constituting negligence; (iii) arising from any breach of this lease or misconduct by any of the foregoing. Upon notification by the Landlord of an indemnifiable event, Tenant at its own expense shall arrange for Landlord’s defense (at Landlord’s option) and confirm indemnification; or (iv) arising from any failure of Tenant to comply in all respects with any Requirements or the ADA. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place. | Indemnification | Tenant Indemnification |
71. Additional Rent - Sprinkler
Tenant shall pay to Landlord, as additional rent, $75.00 per month on the first day of each and every month commencing with the Commencement Date, for the term of this Lease, for sprinkler service. | Additional Rent for Sprinkler Services | Additional Rent - Sprinkler |
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. | Disclaimer of Warranties | No Warranty |
Place a load on any floor in the Demised Premises, exceeding the floor load per square foot which such floor was designed to carry, or install, operate or maintain therein any heavy item of equipment except in such manner as to achieve a proper distribution of the weight; or | Excessive Floor Loads | Permitted Use |
HOLD altace (ACEI) that is most likely the cause of angioedema | Treatment Plan | Medication Use Eligibility |
10. LIENS.
10.1 No Lien Notice. The interest of Landlord in the Premises shall not be subject in any way to any liens, including construction liens, for Alterations made by or on behalf of Tenant. This exculpation is made with express reference to Section | Lien Waiver | No Lien Exculpation |
DR, BLDG 2, HOUSTON, TX, 77082 | Address | Houston Address |
Landlord shall give notice specifying the changes, alterations or repairs to be made at Tenant’s sole expense. If such changes, alterations or repairs are not completed or repairs are not being diligently made within thirty days of such notice as specified by Landlord, Landlord may, at its sole discretion, either (i) cure such condition and thereafter add the cost and expenses incurred by Landlord therefor as Additional Rent to the next monthly installment of Fixed Rent to become due; or (ii) treat such failure to eliminate noise and vibration as a material default hereunder. | Noise and Vibration Remediation | No Changes without Consent |
o 4/5 strength in right deltoid, biceps, triceps, hip flexor, quadriceps, anterior tibialis, gastrocnemius. 5/5 strength in left. Grip strength equal bilaterally. Normal tone and bulk bilaterally. | Muscle Strength Assessment | Neurological Exam Findings |
Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection. | Compliance with Laws | Compliance with Laws |
LIMITS OF
REVISED LIMITS
INSURANCE, COVERAGE
OF INSURANCE,
PERIOD OR COVERAGE
COVERAGE PERIOD OR
RADIUS
COVERAGE RADIUS
Business Income from Dependent Property
At Premises Within the Coverage Territory
$100,000
At Premises Outside of the Coverage Territory
$100,000
Civil Authority
Coverage Period
30 days
Coverage Radius
100 miles
Claim Data Expense
$25,000
Contract Penalties
$25,000
Extended Business Income
Coverage Period
180 days
Fungus, Wet Rot or Dry Rot – Amended Period of Restoration
Coverage Period
30 days
Green Building Alternatives – Increased Period of Restoration
Coverage Period
30 days
Ingress or Egress
$25,000
Coverage Radius
1 mile
Newly Acquired Locations
$500,000
Ordinance or Law - Increased Period of Restoration
$250,000
Pollutant Cleanup and Removal – Annual Aggregate
$25,000
Transit Business Income
$25,000
Undescribed Premises
$25,000 | Business Income Limits | Business Income and Coverage Limits |
Fluticasone (Flovent) 2 puff bid - corticosteroid to treat airways in asthma/copd xoperex 1.25mg and Ipratropium 2.5 ml nebulized qam - anticholinergic to treat airways | Asthma/COPD Medications | Medication Use Eligibility Criteria |
All notices, bills, statements, demands, requests or other communication given, required or permitted to be given hereunder shall be sent by registered or certified mail, return receipt requested, or by nationally recognized overnight courier) addressed as follows or to such other address as either Landlord or Tenant may designate as its new address for such purpose by notice given to the others in accordance with the provisions of this Article 60. Such notice shall be deemed given when received. | Notices | Notices |
AMNDT COMMON POLICY COND-PROHIBITED COVG | Policy Amendment | Product Quantity Limits |
ARTICLE 1
Section 1.1 Subject to the terms and provisions hereof, Shipper agrees to tender to Carrier an indeterminable number of Shipments (hereinafter defined) during the term of this Agreement, but not less than three
(3) per year, and Carrier agrees to provide Suitable Equipment (hereinafter defined) to transport said Shipments, provided the booking procedures set forth in Section 1.4 herein are followed and Carrier agrees to transport such
shipments in accordance with the terms and conditions stated herein.
Section 1.2 A Shipment shall consist of a full trailer load of Commodities. Suitable Equipment means (i) a refrigerated trailer that is at least 55 feet long and 102 inches wide, that will haul a minimum of 50000 pounds gross weight of product, with each said trailer being clean, insect and rodent free, odor free, water tight and uncontaminated by prior use, not ever having been used for transportation or storage of toxic chemicals of any kind, including, without limitation, insecticides, rodenticides, and/or hazardous materials, substances or chemicals, unless otherwise agreed upon in writing by waiver of specified materials executed by Shipper’s Sr. Vice President of Quality Control and Vice President of Risk Management, at Shipper’s sole discretion, prior to Shipment; and (ii) a tractor power unit with sufficient power for towing the trailer, in good operating condition and repair, and with a driver experienced in handling the transportation of Commodities with such a rig and trailer and with a good driving
record.
Section 1.3 Carrier shall furnish to Shipper a copy of the United States Department of Transportation General Motor Carrier Safety Administration Form MCS-150, Form MCS-90, and Form BMC-91X filed by Carrier as well
as subsequent updates for the duration of the business relationship.
Section 1.4 When Shipper desires Carrier to transport a Shipment, Shipper will notify Carrier by e- mail, Electronic Data Interchange (EDI), verbally and/or by facsimile, specifying the load, the destination, and the date by which the load must reach the destination. Carrier will either accept or reject the opportunity to transport the Shipment by return e-mail, EDI, and/or facsimile to the Shipper in Section 13.4. If Carrier accepts, Carrier will be bound by the terms of this Agreement with respect to each such Shipment. If Carrier rejects, the rejected load will be
considered as an allocated load to the Carrier in accordance with Shipper obligations to award Carrier primary
coverage of said lane.
Section 1.5 Time is of the essence in Carrier’s performance of its obligations hereunder, and Carrier agrees to provide timely communication relative to load tenders and to transport all Shipments with prompt and reasonable dispatch in accordance with scheduled delivery dates set by Shipper and its customers, as communicated to Carrier as set forth in Section 1.4 herein, subject, however, to compliance by Carrier with applicable laws and
regulations and to conditions beyond Carrier’s control.
ARTICLE 2
Compensation
Section 2.1 Carrier shall be compensated for each Shipment in accordance with the rates set forth on IBIDTransport.com, a web-based rate management system, or based on the delivery destination of the cargo, the total number of tons of cargo hauled by Carrier and the agreed upon rate as contained in the applicable purchase order. The fees paid to Carrier shall be no more favorable than the fees paid by Shipper to any other third party carrier. User name and password will be issued by Ilens Logistics Group at the request of Sandy’s Express. Carrier agrees that “P. C. Miler v.14” shortest miles option shall be utilized as the basis for computing the mileage from the point of origination of a shipment to the point of destination of a Shipment. Any deviation from this aforementioned method must be approved in advance in writing by Shipper.
Section 2.2 Carrier represents and warrants that, during the term of this Agreement, the rates agreed upon hereunder as may be modified in accordance with the terms hereof from time to time, together with all charges, surcharges, rebates, discounts, incentives and allowances agreed upon by the parties (collectively, “Pricing Terms”), offered to Sandy’s Express under this Agreement, are and will remain as favorable as, or better than the Pricing Terms offered by Carrier to any other shipper shipping similar products in like quantities. In the event that Carrier at any time agrees, in writing or otherwise, to Pricing Terms with another shipper that are in any way more favorable than the Pricing Terms agreed to with Sandy’s Express, Carrier shall promptly notify Sandy’s Express in writing and offer such terms to Sandy’s Express. In the event Sandy’s Express accepts such modified terms, the parties shall promptly prepare and execute an amendment to this Agreement reflecting such revised terms. Carrier (or its applicable subsidiary) shall annually on the anniversary of this Agreement, certify to Sandy’s Express that Carrier
remains in compliance with this provision.
Section 2.3 At the time the Shipment is fully delivered, an invoice covering that Shipment will be generated by Carrier and delivered to Shipper, in accordance with the rates Carrier places in IBID, or based on the delivery destination of the cargo, the total number of tons of cargo hauled by Carrier and the agreed upon rate as contained in the applicable purchase order. The invoice will be due and payable thirty (30) days from the date of receipt of the invoice, provided that on or before said date Shipper has received from Carrier (i) duly executed receipt(s) from whom delivery was made concerning the applicable invoice, and (ii) such other supporting materials as Shipper may reasonably require.
Section 2.4 Carrier shall maintain complete and accurate records of each Shipment and all transactions under
this Agreement, including all supporting documentation and proof of delivery, and in a manner consistent with generally acceptable accounting procedures. Within two (2) days notice by Shipper, Carrier shall provide Shipper and/or its representatives with access to and the right to examine all records involving any transaction related to the Agreement. Such right shall be for the period covered by this Agreement and until the expiration of five (5) years
after termination of this Agreement.
ARTICLE 3
Payment of Rates and Charges
Section 3.1 Within thirty (30) days after Shipper’s receipt of Carrier’s delivery receipt, Shipper shall pay Carrier the rates and charges applicable to the shipment of cargo. In exchange for Shipper’s guarantee of prompt payment, (i) agrees not to contact Shipper’s customers, consignors, consignees or any party other than Shipper
concerning payment for transportation services; and, (ii) agrees to indemnify, defend, and hold Shipper, its customers, consignors, and consignees harmless from any claim or demand made by any subcontractor of Carrier or other party for payment for transportation services related to a shipment of cargo tendered under this Agreement.
Section 3.2 Any claim for overpayment or underpayment for transportation services provided pursuant to this Agreement shall be presented by the party asserting the claim to the other party within sixty (60) days of discovery of the claim, but in no event will any such claim(s) be asserted more than one hundred eighty
(180) days after the delivery of the shipment or shipments giving rise to any such claim. Claims shall be supported by appropriate documentation showing the amount of the overcharge or the undercharge, as the case may be. The
Parties shall pay, deny, or make a firm compromise offer within forty-five (45) days of receiving a claim.
Section 3.3 Carrier will pay all licenses, fees, taxes, fuel tax payments, road tax, equipment use fees or taxes, equipment license fees, driver’s license fees, tolls and any other fees and fines that may be assessed on its
equipment or its operations.
ARTICLE 4
Term
Section 4.1
This Agreement shall be continuously in effect beginning as of the Effective Date, unless
terminated as herein provided.
Section 4.2
Either party may terminate this Agreement for any reason by giving the other party at least thirty
(30) days prior written notice.
ARTICLE 5
Acceptance of Commodities, Risk of Loss and Claims
Section 5.1 Carrier, by accepting Shipper’s Commoditie | Acceptance of Commodities | Shipment and Suitable Equipment Definition |
Deluxe property coverage form - additional coverages & coverage extensions
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Non-Owned Detached Trailers
$25,000
Ordinance or Law Coverage
$250,000
$1,000,000
Outdoor Property
$25,000
Any one tree, shrub or plant
$2,500
Outside Signs
At all described premises
$100,000
At all undescribed premises
$5,000
Personal Effects
$25,000
Personal Property At Premises Outside of the Coverage Territory
$50,000
Personal Property In Transit Outside of the Coverage Territory
$25,000
Pollutant Cleanup and Removal – Annual Aggregate
$100,000
Preservation of Property
Expenses to move and temporarily store property
$250,000
Direct loss or damage to moved property
Included*
Reward Coverage
25% of covered loss up to a maximum of:
$25,000
Stored Water
$25,000
Theft Damage to Rented Property
Included*
Undamaged Parts of Stock in Process
$50,000
Valuable Papers and Records – Cost of Research
At all described premises
$50,000
In transit or at all undescribed premises
$25,000
Water or Other Substance Loss – Tear Out and Replacement Expense
Included* | Deluxe Property Coverage Limits | Coverage Options |
Pilot Information
Certificate:
Age:
Airplane Rating(s):
Seat Occupied:
Other Aircraft Rating(s):
Restraint Used:
Instrument Rating(s):
Second Pilot Present:
Instructor Rating(s):
Toxicology Performed:
Medical Certification:
Last FAA Medical Exam:
Occupational Pilot:
Last Flight Review or Equivalent:
Flight Time: | Pilot Certifications & Experience | Pilot Information |
"Base Year" shall mean the twelve month period ending on June 30, 2022. | Base Year Definition | Base Year Definition |
(n) any games of chance or gambling, in any form (including, but not limited to horse racing, such as an OTB parlor, but excluding the sale of lottery tickets that are sponsored by federal, state, county or local authorities); | Games of Chance | Games of Chance |
Tenant, and/or Tenant's employees may not smoke in any part of the Building, including but not limited to the Premises, bathrooms, fire escapes and hallways of the Building. Furthermore, Tenant and/or its employees may not smoke in front of the entrance of the Building. Landlord has the right to involve the NYC Fire Department and/or any other agencies of the City of New York if Tenant and/or its employees, and/or invitees are found to have been smoking in or around the Premises. A violation of this Article shall be material default under this Lease.
43. Basement Space
Subject to the terms and conditions contained elsewhere in this Lease, Tenant may use the area of the basement of the building, shown in Exhibit A annexed hereto, solely for purposes of allowed under the existing Temporary Certificate of Occupancy annexed as Exhibit Band for no other purpose.Landlord represents that basement area shown on Exhibit A is “eating and drinking establishment.”
Subject to the terms and conditions contained elsewhere in this Lease, Tenant’s use of the basement shall not, in any way, block Landlord's use of same, or interfere with any machinery or equipment in the basement. Tenant agrees that its use of the basement shall be in accordance with reasonable rules and regulations to be established by Landlord.
Tenant shall permit access through the Premises to the basement space for the Landlord and representatives of Con Edison and other utility or service providers as reasonably required during business hours and with 24 hour notice, where reasonably possible, to Tenant for any access other than meter reading.
Tenant shall not block or place any obstructions in front of and/or within three feet of the building’s electric panel, meters, and shut-off switches.
44. Signs And Exterior Appearance
Tenant agrees that all signs, awnings, protective gates, security devices and other installations visible from the exterior of the Premises shall be subject to Landlord's prior written approval, shall be subject to the prior approval of the Landmarks Preservation Commission of the City of New York, if required, and shall not interfere with or block either of the adjacent stores, provided, however, that Landlord shall not unreasonably withhold consent for signs that Tenant desires to install. Tenant agrees that any permitted signs, awnings, protective gates, security devices, and other installations shall be installed at Tenant’s sole cost and expense professionally prepared and dignified and subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned, and subject to such reasonable rules and restrictions as Landlord from time to time may impose. Tenant shall submit to Landlord drawings of the proposed signs and other installations, showing the size, color, illumination and general appearance thereof, together with a statement of the manner in which the same are to be affixed to the Premises. Tenant shall not commence the installation of the proposed signs and other installations unless and until Landlord shall have approved the same in writing. . Tenant shall not install any neon sign. The aforesaid signs shall be used solely for the purpose of identifying Tenant's business. No changes shall be made in the signs and other installations without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall, at its own cost and expense, obtain and exhibit to Landlord such permits or certificates of approval as Tenant may be required to obtain from any and all City, State and other authorities having jurisdiction covering the erection, installation, maintenance or use of said signs or other installations, and Tenant shall maintain the said signs and other installations together with any appurtenances thereto in good order and
condition and to the satisfaction of the Landlord and in accordance with any and all orders, regulations, requirements and rules of any public authorities having jurisdiction thereover. Landlord consents to Tenant’s Initial Signage described in annexed Exhibit D.
Upon the expiration or termination of the term of this Lease, the Tenant shall remove all signs and other installations installed by Tenant, if any, at its sole cost and expense and shall, at its sole cost and expense, repair any damage to the Building caused by the installation or removal of any such signs or other installations and restore the Building to a satisfactory condition to make it as if no sign or other installations had been placed thereon. In the event that the Tenant violates any of the provisions of this Article, the Landlord may remove the subject items without any liability to the Tenant and may charge the Tenant all of the Landlord’s costs and expenses incurred in connection with the removal and disposal of such items, and the repair of the part of the Building to which such items were attached.
In order to maintain the highest standards of appearance, character and dignity for the Building, no paper or other signs shall be placed on the windows or exterior of the Premises or shall be placed in the Premises so that they can be seen from the outside of the Premises unless the same are tastefully and professionally prepared and approved by Landlord.
45. Condition Of Premises/Landlord’s Work
Landlord shall at all times and at Landlord’s expense, maintain a certificate of occupancy (permanent or temporary), permitting Tenant’s Use of the Premises. Subject to the foregoing, Landlord represents the existing Temporary Certificate of Occupancy covering the premises is annexed as Exhibit
C. Tenant has examined and inspected the Premises. Tenant agrees to accept possession of the Premises "AS IS", except as expressly provided herein, Landlord shall not be responsible for making any improvements, alterations, or repairs therein or for spending any other money to prepare the Premises for Tenant's occupancy, except as expressly provided herein. Neither Landlord nor any employee or agent of Landlord have made any representation or promise with respect to the Premises except as expressly set forth herein. Landlord shall deliver the Premises on the Commencement Date free and clear of any Hazardous Materials (defined in paragraph 42 of the Lease) and without any construction liens that would materially interfere with, delay or prevent Tenant’s Initial Alterations. On or before the Commencement Date, Landlord shall deliver the ACP-5 Certificate.
46. Work To Be Performed and Water Charges
Landlord shall perform no work to prepare the Premises for the Tenant’s occupancy, except that Landlord shall deliver the Premises free of any hazardous materials and with no outstanding construction liens or violations.
Tenant shall maintain the submeter to register Tenant’s water consumption at Tenant’s sole cost and expense in good working order and repair, and Tenant shall pay for water consumed as shown on said water meter (“Base Water Charge”), plus Tenant’s Share of the cost of having the water meter read by a water meter reading company, within five (5) days of delivery by Landlord of a bill therefor. Tenant shall pay Tenant’s Share of sewer rent charges and assessments, if any, for the premises within five (5) days of delivery by Landlord of a bill therefor, which shall be additional rent.
If not already existing, Tenant shall install a backflow prevention device that is approved by the City Department of Environmental Protection (DEP) to prevent contaminated water or chemicals from flowing back into the public drinking supply, and in connection with such installation, Tenant shall comply with all provisions set forth elsewhere in this Lease. Tenant shall pay to Landlord as additional rent annually during the term of this Lease Tenant’s Share of Landlord’s costs and expenses for maintenance, inspection, certifications, testing and to comply with all other requirements of DEP with regard the backflow prevention device servicing its Premises. Such additional rent shall be paid within twenty (20) days after demand thereof by the Landlord and shall be collectible as additional rent. Bills for same submitted by Landlord shall be conclusive evidence of the amount of such costs and expenses and shall be used for the calculation of the amounts to be paid by the Tenant.
47. Alterations and Additions
Except as provided herein, Tenant shall not be entitled to make any structural alterations of or additions to the Premises or any alterations, additions or changes whatsoever to the exterior of the Premises without the prior written consent of Landlord in each instance, which consent Landlord may withhold or condition unreasonably or for any reason or for no reason; and, except as provided herein , and excepting purely cosmetic changes or additions up to an amount of $20,000, Tenant shall not be entitled to make any non-structural alterations of or additions to the Premises without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. (Any alterations to the Premises made by Tenant shall hereinafter be referred to as "Tenant's Alterations").
In granting its consent to any Tenant's Alterations as defined in this Article, Landlord may impose such reasonable conditions (including completion, payment, restoration and if Tenant's Alterations are reasonably expected to cost in excess of $25,000, a requirement that Tenant either post a bond to insure the completion of and payment for Tenant's Alterations or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free) as Landlord may reasonably require. In no event shall Landlord be required to consent to any Tenant's Alterations which wou | Allowed Use of Facility | Basement Space |
4. Hours of Operation
5.
Travel. If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company. | Travel Requirements | Travel and Lodging |
Tenant shall execute, acknowledge and deliver to Landlord, promptly upon request, but not more often than annually, a certificate provided by Landlord stating: (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and identifying the modifications); (b) the commencement and expiration dates of the term of this Lease; (c) the dates through which fixed rent and additional rent have been paid; (d) whether or not there is any existing default by Landlord or Tenant with respect to which a notice of default has been delivered, and if there is any such default, specifying the nature and extent thereof; (e) that this Lease is subordinate to any existing or future mortgage placed by Landlord on the Building; and (f) whether or not there are any setoffs, defenses or counterclaims against the enforcement of any of the agreements, terms, covenants or conditions of this Lease to be paid, complied with or performed by Tenant. Any such certificate may be relied upon by Landlord and any mortgagee, purchaser or other person with whom Landlord may deal. | Tenant Certificate of Compliance | Certificate and Authorization |
Investigator In Charge (IIC):
David C Bowling
Additional Participating Persons:
Karsten Severin; German BFU
Investigation Docket:
NTSB accident and incident dockets serve as permanent archival information for the NTSB’s investigations. Dockets released prior to June 1, 2009 are publicly available from the NTSB’s Record Management Division at pubinq@ntsb.gov, or at 800-877-6799. Dockets released after this date are available at http://dms.ntsb.gov/pubdms/. | NTSB Investigation Details | InvestigationDocket |
Up to 36 patients may be enrolled to ensure that at least 30 patients will complete the study. Thirty completing patients will provide greater than 95% power to demonstrate a 2-fold increase in the serum insulin lispro AUC(0- 30min) between LY900014 and Humalog when both are given immediately before meals.
Statistical Analysis:
Primary statistical analyses of PK and GD parameters will be conducted on the set of patients who complete all treatment periods. Supportive analyses may be done on the key parameters for the patients who complete at least the first period of treatment. Safety analyses will be conducted on the set of patients receiving at least 1 dose of the study drug to which they are randomized, regardless of whether or not they completed all protocol requirements.
Unless otherwise noted, all tests of treatment effects will be conducted at a 2-sided alpha level of 0.05, and confidence intervals (CIs) will be calculated at 95%, 2-sided. | Study Design & Analysis | Statistical Analysis Plan |
The invalidity or unenforceability of any provision of this lease shall in no way affect the validity or enforceability of any of the other provisions contained in this lease. Landlord and Tenant understand, agree and acknowledge that this lease has been freely negotiated by both parties and that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity or enforceability of this lease or any of its terms and conditions, there shall be no inference, presumption or conclusion drawn whatsoever against either party by virtue of that party having drafted this lease or any portion hereof. | No Presumption of Drafting | Unenforceability |
49. Intentionally Omitted
50. Licenses and Permits
Tenant agrees to secure and maintain as its sole responsibility and, at its own expense, all licenses and permits from Federal, State, and local authorities as may be necessary for the conduct of Tenant's business, and shall comply with all applicable laws, rules and regulations. Landlord does not represent that any license or permit, which may be required will be granted or, if granted, will continue in effect or be renewed. Tenant's obligations under this Lease shall in no way be affected by Tenant's inability to secure or maintain any license or permit. Landlord will cooperate with Tenant in obtaining any such licenses or permits. | Licenses and Permits Obligation | License and Permit Requirements |
Location:
Jagel, Germany
Accident Number:
DEN08WA037
Date & Time:
11/28/2007, 1800 UTC
Registration:
N141CD
Aircraft:
Cirrus Design Corp. SR-20
Aircraft Damage:
Substantial
Defining Event:
Injuries:
1 Fatal
Flight Conducted Under:
Part 91: General Aviation - Ferry | Location Details | Accident Details |
• If no deductible is shown, the Deductible that otherwise applies to loss under the Deluxe Property Coverage Form shall apply. Employee Benefit Plans, if any, included as Insured under the Employee Theft Crime Additional Benefit Coverage:
PROTECTIVE SAFEGUARDS DX T3 41
LOCATION
DESCRIPTION
SYMBOL
2TX 002 002 HOUSTON
P-1
2TX 003 003 HOUSTON
P-1
2TX 005 007 HOUSTON
P-1
2TX 007 010 HOUSTON
P-1
2TX 008 011 HOUSTON
P-1
2TX 013 019 SPRING
P-1
Deductibles: By Earthquake
PERCENTAGE
OCCURENCE
01. in any one occurrence, at the following Building(s) numbered:
002-019
$50,000
As respects Business Income Coverage a 72 hour deductible applies at all premises loca ions.
By Flood
OCCURENCE
01. At each of the following Building(s) numbered:
007-013,018
in any one occurrence
$100,000
As respects Business Income Coverage a 72 hour deductible applies at all premises locations.
02. At each of the following Building(s) numbered:
002-006,014-015
in any one occurrence
$50,000
As respects Business Income Coverage a 72 hour deductible applies at all premises locations.
03. At each of the following Building(s) numbered:
016-017,019
in any one occurrence
$25,000
As respects Business Income Coverage a 72 hour deductible applies at all premises locations. | Employee Benefit Plans Coverage | Building and Earthquake Coverage |
(v) Suffer, allow or permit any offensive or obnoxious vibration, noise, odor or other undesirable effect to emanate from the Demised Premises, or any machine or other installation therein, or otherwise suffer, allow or permit the same to constitute a nuisance (it shall be the Tenant's obligation to install insulation and/or sound deadening devices as necessary to prevent any such vibration, noise, odor or other undesirable effect). | No Nuisance | No Nuisance |
In consideration for the granting of the license of the Software and Related Materials to Licensee, Licensee hereby agrees to pay to Licensor a license fee in the amount of $30,000 (the ‘Initial License Fee’) upon delivery of the Software to Licensee. Licensee shall also pay to Licensor all sales, excise and other taxes thereon and upon any other amounts payable by Licensee to Licensor pursuant to this Agreement. | License Fee | License Fee |
Tenant agrees to secure and maintain as its sole responsibility and, at its own expense, all licenses and permits from Federal, State, and local authorities as may be necessary for the conduct of Tenant's business, and shall comply with all applicable laws, rules and regulations. Landlord does not represent that any license or permit, which may be required will be granted or, if granted, will continue in effect or be renewed. Tenant's obligations under this Lease shall in no way be affected by Tenant's inability to secure or maintain any license or permit. Landlord will cooperate with Tenant in obtaining any such licenses or permits. | License and Permit Requirements | License and Permit Requirements |
12.10 No Presumption. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions of this Agreement. | Interpretation of Agreement | Interpretation of Agreement |
On the day of , October in the year 2021, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me, on the basis of satisfactory evidence, to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. | Notarization Acknowledgement | Execution Requirements |
Personal Property at Undescribed Premises
LIMITS OF INSURANCE
At any “exhibition” premises
Not Covered
At any installation premises or temporary storage premises
Not Covered
At any other not owned, leased or regularly operated premises
$25,000
Personal Property in Transit
$25,000 | Personal Property Limits | Insurance Limits |
Tenant shall have the right, to be exercised as hereinafter provided, to extend the term of this lease for one (1) period of five (5) years ( “Renewal Term”) upon the following terms and conditions:
(a) that at the time of the exercise of each such right and at the commencement of the Renewal Term, Tenant shall not be in default beyond the applicable notice and cure period provided in this lease;
(b) that Tenant shall notify Landlord in writing that Tenant intends to exercise such option no later than the date that is twelve (12) months prior to the Expiration Date; and
(c) that the Renewal Term shall be upon the same terms, covenants and conditions as in this lease provided, except that (i) there shall be no further option to extend this lease beyond the Renewal Term referred to above; (ii) the Demised Premises shall be delivered in its then “as is” condition; and (iii) the Rent to be paid by Tenant during the Renewal Term shall be as follows: The Rent for the first year of the subject Renewal Term shall be equal to the greater of (A) ninety-five (95%) percent of the Fair Market Minimum Annual Rent (as hereinafter defined), but in no event higher than one hundred ten (110%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term, and (B) one hundred three (103%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term. Thereafter, the Rent for each year of the Renewal Term shall be increased by three (3%) percent of the Rent payable for the prior year of the Renewal Term. As used herein, the term “Fair Market Minimum Annual Rent” shall mean the rate then being received by landlords when entering into new leases for comparable size space in comparable buildings for a comparable term in the vicinity of the Building. | Renewal Option | Termination and Renewal Options |
It is the agent’s or broker’s responsibility to comply with any applicable laws regarding disclosure to the policyholder of commission or other compensation we pay, if any, in connection with this policy or program.
* Commission percentage displayed does not apply to any North Carolina Reinsurance Facility loss recoupment surcharge amounts included in the liability premium of the Commercial Auto Policy, if applicable. | Commission Disclosure | Applicability of Commission and Surcharge |
Automobile
Policy Number
BA-001
Effective
05/29/2021 – 05/29/2022
Insuring Company
THE INSURANCEA INDEMNITY COMPANY OF AMERICA
Umbrella
Policy Number
CUP-001
Policy Term
05/29/2021 – 05/29/2022
Insuring Company
INSURANCEA PROPERTY CASUALTY COMPANY OF AMERICA
Locations schedule | Automobile and Umbrella Insurance | Automobile Coverage Details |
All deliveries to the Premises, and the removal of garbage, waste and refuse shall be subject to Rules and Regulations to be reasonably established by the Landlord, in its reasonable judgment and discretion, with due regard to the character and operation of the Building. All deliveries to the Premises, and the removal of garbage, waste and refuse shall be through the front door of the Premises and/or the side door; no such deliveries or removal shall be made through the entrance to the residential portion of the Building, if any.
Tenant, at Tenant's sole cost and expense, shall be responsible for the removal and disposal of all of garbage, waste, and refuse from the Premises on a daily basis. Tenant shall cause all garbage, waste and refuse to be stored within the Premises until thirty (30) minutes before closing, except that Tenant shall be permitted, to the extent permitted by law, to place garbage outside the Premises after the time specified in the immediately preceding sentence for pick up prior to 6:00 A.M. next following. Garbage shall be placed at the edge of the sidewalk in front of the Premises at the location furthest from the main entrance to the Building or such other location in front of the Building as may be specified by Landlord.
Tenant, at its sole cost and expense, agrees to use all reasonable diligence in accordance with the best prevailing methods for the prevention and extermination of vermin, rats, and mice, mold,
fungus, allergens, bacteria and all other similar conditions in the Premises. Tenant, at Tenant's expense, shall cause the Premises to be exterminated from time to time to the reasonable satisfaction of Landlord and shall employ licensed exterminating companies. Landlord shall not be responsible for any cleaning, waste removal, janitorial, or similar services for the Premises, and Tenant shall not be entitled to seek any abatement, setoff or credit from the Landlord in the event any conditions described in this Article are found to exist in the Premises. | Garbage Removal and Disposal | Garbage Removal |
AGGREGATE LIMITS OF
INSURANCE | Aggregate Insurance Limits | Insurance Coverage Details |
Mother: alive and well
Father died in late 60s of cancer, unknown type
Otherwise FHx unknown, no relationship with rest of family | Family History | Menopausal Status Requirements |
are investigative site personnel directly affiliated with this study and their immediate families. Immediate family is defined as a spouse, biological or legal guardian, child, or sibling. | Definition of Immediate Family | Study Participant Credentials |
Tenant shall indemnify and hold Landlord harmless from and against any and all bills for labor performed or equipment, fixtures and materials furnished to or for Tenant, and from and against any and all liens or claims therefor or against the Premises or the Building of which it forms a part, and from and against any and all liability, claim, loss, damage or expense, including reasonable attorneys' fees, in
connection with any work performed by or for Tenant. The Premises and the Building shall at all times be free of liens for labor and materials supplied or claimed to have been supplied to or on behalf of Tenant, and no financing statements or other security instruments shall be filed against the Premises or the Building or the contents thereof. This shall not preclude the filing on Tenant’s equipment. | Tenant Indemnification | Indemnification |
Upon the date of the expiration of the Lease term or earlier termination of this Lease, a proportionate share of the additional rent payable under this Article 41 for the Escalation Year during which such expiration or termination occurs shall immediately become due and payable by Tenant to Landlord. Said proportionate share shall be based on the length of time that the term of this Lease shall be within such Escalation Year. Promptly after such expiration or termination, Landlord shall compute the additional rent due from Tenant, as aforesaid, which computation shall be an estimate based upon the most recent annual statements theretofore furnished by Landlord to Tenant. Upon written request by Tenant, Landlord shall cause a final statement showing the computation of the actual additional rent due from Tenant for that Escalation Year to be prepared and furnished to Tenant, whereupon any appropriate adjustments of | Proportionate Additional Rent | Escalation and Escalation Year |
(c) Tenant agrees promptly to cause the installation, if not already in existence, of an Ansul Restaurant Hood and Duct Fire Control System, or equal, at Tenant's sole cost, all as approved by the Board of Fire Underwriters and municipal authorities having jurisdiction thereover, and to maintain the same throughout the term of this Lease.
Tenant, at its sole cost and expense, shall maintain and make all necessary repairs to, and any necessary replacement of, any grease trap and drain in the Premises; and Tenant, at its sole cost and expense, shall at all times keep any grease trap and drain in the Premises clean and free from blockages and backups.
Tenant, at its sole cost and expense, shall install and maintain fire extinguishers and other fire protection devices as may be required from time to time, by any Requirements. | Fire Protection and Grease Trap Maintenance | Building Fire Protection Requirements |
• means included in applicable Covered Property Limit of Insurance
Deluxe property coverage form - additional coverages & coverage extensions
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Non-Owned Detached Trailers
$25,000
Ordinance or Law Coverage
$250,000
$1,000,000
Outdoor Property
$25,000
Any one tree, shrub or plant
$2,500
Outside Signs
At all described premises
$100,000
At all undescribed premises
$5,000
Personal Effects
$25,000
Personal Property At Premises Outside of the Coverage Territory
$50,000
Personal Property In Transit Outside of the Coverage Territory
$25,000
Pollutant Cleanup and Removal – Annual Aggregate
$100,000
Preservation of Property
Expenses to move and temporarily store property
$250,000
Direct loss or damage to moved property
Included*
Reward Coverage
25% of covered loss up to a maximum of:
$25,000
Stored Water
$25,000
Theft Damage to Rented Property
Included*
Undamaged Parts of Stock in Process
$50,000
Valuable Papers and Records – Cost of Research
At all described premises
$50,000
In transit or at all undescribed premises
$25,000
Water or Other Substance Loss – Tear Out and Replacement Expense
Included*
• means included in applicable Covered Property Limit of Insurance | Property Coverage Limits | Property Coverage Limits |
Tenant covenants that Tenant shall use and occupy the Premises solely as a first class high quality café, coffee shop, and restaurant with full table service for all day breakfast, lunch and dinner and other uses incidental thereto, including the sale of liquor with the required license, and for no other purpose unless approved in writing by Landlord at all times. Tenant shall not have the right to operate its business in the Premises except between the hours of 7:00 A.M. through 2:00 A.M.
Tenant shall not knowingly use or occupy or permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Premises, in any manner which in any way will violate any rules and regulations of governmental authorities, any certificate of occupancy affecting the Premises, or make void or voidable any insurance then in force with respect to the Premises. In the event that any governmental authority shall contend or declare by notice of violation or order, or otherwise, that the Premises are being used in a manner in violation of any law, rule or regulation or in violation of any certificate of occupancy, Tenant, within ten days after written notice shall discontinue such use of the Premises, and failure to discontinue such use shall constitute a material default by Tenant hereunder. The statement in this Lease of the nature of Tenant's business shall not be deemed or construed to constitute a representation or warranty by Landlord that such business may be conducted in the Premises or is lawful or permissible under any certificate of occupancy issued for the building.
Tenant shall as its sole responsibility, and at Tenant's sole cost and expense, take all action, including making any required alterations necessary to comply with all Requirements (including, but not limited to, applicable terms of the Americans With Disabilities Act of 1990 (the "ADA"), as modified and supplemented from time to time, which shall impose any violation, order or duty upon Landlord or Tenant arising from, or in connection with, the Premises, Tenant's occupancy, use or manner of use of the Premises (including, without limitation, any occupancy, use or manner of use that constitutes a "place of public accommodation" under the ADA), or any installations in the Premises, or required by reason of a breach of any of Tenant's covenants or agreements under this Lease, whether or not such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen at the date hereof.
Tenant covenants and agrees that Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, comply at all times with all Requirements governing the use, generation, storage, treatment and/or disposal of any "Hazardous Materials" (as defined below), the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant's Control or the breach of this Lease by Tenant or Persons Within Tenant's Control. The term Hazardous Materials shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C. 6010 et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. 2601, et seq., any "toxic pollutant" under the Clean Water Act, 33 U.S.C. §466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. 7401 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. §1802, et seq., and any hazardous or toxic substances or pollutant regulated under any other Requirements. Tenant shall agree to execute, from time to time, at Landlord's request, affidavits, representations and the like concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials in, on, under or about the demised Premises or the Building. Tenant shall indemnify and hold harmless all Indemnitees from and against any loss, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of any clean up, removal, remediation, detoxification action or any other activity required or recommended of any Indemnities by any Governmental Authority by reason of the presence in or about the Building or the demised Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or Persons within Tenant's Control or the breach of this Lease by Tenant or Persons within Tenant's Control. The foregoing covenants and indemnity shall survive the expiration or any termination of this Lease.
If Tenant shall receive notice of any violation of, or defaults under, any Requirements, liens or other encumbrances applicable to the Premises, Tenant shall give prompt notice thereof to Landlord.
Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, make application for, diligently seek the issuance of, and promptly procure and thereafter maintain, any necessary licenses and permits required in respect of the operation and use of the Premises and Tenant's use thereof and Tenant shall cause all such licenses and permits to remain in full force and effect throughout the term of this Lease or until no longer required and submit same for inspection by Landlord, and at all times comply with the terms and conditions of each such license or permit. Landlord shall cooperate with Tenant’s applications for such licenses or permits.
Tenant, at Tenant's sole cost and expense and after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises provided that: (a) neither Landlord nor any Indemnities shall be subject to criminal penalties, nor shall the Building or any part thereof be subject to being condemned or vacated, nor shall the certificate of occupancy for the Premises or the Building be suspended or threatened to be suspended, by reason of non-compliance or by reason of such contest; (b) before the commencement of such contest, if Landlord or any Indemnities may be subject to any civil fines or penalties or if Landlord may be liable to any third party as a result of such non-compliance, then Tenant, shall furnish to Landlord either (i) a bond of a surety company satisfactory to Landlord, in form and substance reasonably satisfactory to Landlord, and in an amount at least equal to Landlord's estimate of the sum of (A) the cost of such compliance, (B) the penalties or fines that may accrue by reason of such non-compliance (as reasonably estimated by Landlord) and (C) the amount of such liability to independent third parties, and shall indemnify Landlord (and any Indemnities) against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance; or (ii) other security satisfactory in all respects to Landlord; (c) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any mortgage or superior Lease affecting the Building, or if such superior Lease or mortgage conditions such non- compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be
taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status at such proceedings.
For the purposes of this Article, and elsewhere in this Lease, (i) the term "Persons Within Tenant's Control" shall mean and include Tenant, all of Tenant's respective principals, officers, agents, contractors, servants, employees, licensees and invitees; (ii) the term "Requirements" shall mean all present and future laws, ordinances, requirements, orders, directives, rules and regulations of federal, state, county and city governments and of all other governmental authorities having or claiming jurisdiction over the Real Property relating solely to the Premises; (iii) the term "Indemnitees" shall mean Landlord, its trustees, partners, shareholders, officers, directors, employees, agents and contractors and the managing agent, if any (and the partners, shareholders, officers, directors and employees and contractors of such managing agent), of Landlord; and (v) the term "Governmental Authority" shall mean The United States of America, the City and State of New York, the County of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction over the Building, the Real Property, or any portion thereof.
Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future Requirements regarding the collection, sorting, separation, and recycling of waste products, garbage, refuse and trash. Tenant shall sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Landlord and/or the Controlling Governmental agency(ies). Such separate receptacles may, at Landlord's option, be removed from the demised Premises in accordance with a collection schedule prescribed by law.
Tenant shall pay all costs, expense | Tenant Covenants for Premises Use | Use of Premises |
This lease shall not be recorded. No memorandum of this lease shall be recorded without the express written consent of Landlord. | No Recording Consent | No Recording |
Operating Certificate(s) Held: | Operating Certificates Held | Operating Certificate(s) Held |
The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the "Expiration Date") (from the Commencement Date to the Expiration Date being the "Initial Term", as may be extended pursuant to and in accordance with Section 72 hereof.
41. Escalations
Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below:
“Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term "Taxes" for the purposes hereof.
"Escalation Year" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease.
"Base Year" shall mean the twelve month period ending on June 30, 2022.
"Base Year Taxes" shall mean the Taxes for the Base Year.
The "building" shall mean the land and the building of which the demised Premises forms a part. "Tenant's Share" shall mean 35%.
Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any Escalation Year during the term of this Lease exceed the Base Year Taxes.
Landlord shall submit to Tenant a statement setting forth the computation of the amount of such excess Taxes and Tenant's Share of each thereof including copies of applicable tax bills. Tenant shall pay Tenant's Share of such excess amount of Taxes within ten days after the rendition of such statement which shall separately calculate Tenant’s Share, however, the payment of Tenant's Share shall not be due earlier than 10 days before the corresponding Taxes are due to the taxing authority.
In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article
41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building.
Upon the date of the expiration of the Lease term or earlier termination of this Lease, a proportionate share of the additional rent payable under this Article 41 for the Escalation Year during which such expiration or termination occurs shall immediately become due and payable by Tenant to Landlord. Said proportionate share shall be based on the length of time that the term of this Lease shall be within such Escalation Year. Promptly after such expiration or termination, Landlord shall compute the additional rent due from Tenant, as aforesaid, which computation shall be an estimate based upon the most recent annual statements theretofore furnished by Landlord to Tenant. Upon written request by Tenant, Landlord shall cause a final statement showing the computation of the actual additional rent due from Tenant for that Escalation Year to be prepared and furnished to Tenant, whereupon any appropriate adjustments of
amount owed to Landlord shall be made. The obligations of Tenant to pay additional rent as provided for herein shall survive the expiration of the Lease term or earlier termination of this Lease. If Tenant continues in possession of the Premises after the expiration of the Lease term or earlier termination of this Lease, as a month to month tenant or otherwise, the provisions of this Article 41 shall continue in full force and effect for so long as Tenant remains in possession of the Premises.
The additional rent provided for herein shall be collectible by Landlord in the same manner as the regular installments of fixed rent due under this Lease. Notwithstanding anything set forth elsewhere in this Article or elsewhere in this Lease, no delay or failure by Landlord in preparing or delivering any statement or demand for any additional rent, including but not limited to the statements and/or demands provided for in this Article, shall constitute a waiver of, or impair Landlord's rights to collect, such additional rent.
The billing statements provided by Landlord for the charges due pursuant to this Article 41 shall constitute a final determination as between Landlord and Tenant of the additional rent for the periods represented thereby, unless Tenant within thirty days after they have been furnished shall give a written notice to Landlord that Tenant disputes their accuracy or appropriateness, which written notice shall specify the particular respects in which the statement is inaccurate or inappropriate. Pending the resolution of such dispute, Tenant shall pay the additional rent to Landlord in accordance with the statements furnished by Landlord.
In addition to Taxes as set forth above, Tenant shall pay within ten (10) days after invoice therefor,including copies of applicable bill, an amount equal to Tenant's Share of the amount by which any charges imposed by any Business Improvement District on the Premises or any Escalation Year during the term of this Lease exceed Business Improvement District Charges in the Base Year. | Rent Escalations | Rent Escalations |
Landlord shall have no obligation to furnish to Tenant or the Premises air conditioning. Any air conditioning unit and equipment located in or servicing the Premises (the "Air Conditioning System") on the date the term of this Lease shall commence may be utilized by Tenant provided that Landlord shall have no obligation with respect thereto and that Tenant shall accept the same in its "AS IS" condition. Tenant shall, at its sole cost and expense (a) maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all components of the Air Conditioning System, (b) maintain throughout the term of the lease a full service contract covering the Air Conditioning System with Henick-Lane Service Corp. or any other company of reasonably equivalent quality and reputation, (c) pay all permit fees and other costs associated with any Air Conditioning System, and (d) deliver to Landlord a copy of said full service contract within five business days of demand by Landlord. Tenant shall not be released or excused from the performance of any of its obligations under this Lease for any failure or for interruption or curtailment of any Air Conditioning System, for any reason whatsoever, and no such failure, interruption, or curtailment shall constitute a constructive or partial eviction.
69. Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. | Tenant-Maintained Air Conditioning | Air Conditioning |
Medical assessment includes medical review and targeted examination, and as appropriate review of concomitant medication, patient diary and MMTT exclusion criteria (see Section 6.2.1) | Medical Assessment | Medical Assessment |
The foregoing provisions of this Article shall not be construed or interpreted to enhance or enlarge the uses for which the Premises may be used, which uses are strictly limited to those specifically set forth in this Lease. | Limitation of Use | No Landlord Obligation |
If the performance of any part of this agreement by either Party shall be affected for any length of time by fire or other casualty, government restrictions, war, riots, strikes or labor disputes, lock out, transportation delays, acts of God, or any other causes which are beyond the control of the Parties, such Party shall not be responsible for delay or failure of performance of this agreement for such length of time, provided, however, that the obligation of one Party to pay amounts due to any other Party shall not be subject to the provisions of this section | Force Majeure | No Liability for Fire or Casualty |
“unsatisfactory” safety rating, or if any equipment is known to be or reported as defective or which is not in compliance with the applicable Federal, State, Provincial or Territorial statute or regulation pertaining to vehicle or
highway safety and Shipper will suspend all service with Carrier and this Agreement shall be terminated. | Safety Rating Termination | Safety Requirements |
(a) Whether or not the proposed assignment or sublease is finalized, Tenant shall pay Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of review and processing of Tenant’s proposed assignment or sublease, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, including but not limited to reasonable expenses for attorneys’ fees and disbursements, architectural fees, engineering or other professional fees, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Upon submission to Landlord of Tenant’s request for consent to an assignment or sublease, Tenant shall deliver to Landlord a bank check payable to Landlord in the sum of $3,500.00 (“Application Costs Prepayment”) which shall be applied to Landlord’s legal fees and other costs incurred in connection with Landlord’s review and processing of Tenant’s request for
consent to such assignment or sublease. In the event that Landlord’s costs in this regard are less than such Application Costs Prepayment, Landlord will refund to Tenant the difference between Landlord’s costs incurred and the amount of the Application Costs Prepayment.
(b) In the event that this Lease is assigned or the Premises are sublet (except for any assignment or subletting which does not result in a change of beneficial ownership of this Lease, of in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred), it shall be a condition of such assignment or subletting that Tenant shall deposit or arrange for the deposit with Landlord as security hereunder an additional amount equal to two (2) months fixed rent at the rate then in effect for the first assignment or subletting and an additional (2) months fixed rent at the rate then in effect for each and every subsequent assignment or subletting. | Application Costs Prepayment | Assignment and Subleasing |
In no event shall Tenant be entitled to assign this Lease or to sublet all or any portion of the Premises to: any tenant or occupant of any other space in the Building, or to any affiliate (within the meaning of Rule 144 adopted pursuant to the Securities Act of 1933) of any tenant or occupant of other space in the Building; any person or entity who has dealt with Landlord or Landlord's agents, directly or through a broker, with respect to space in the Building during the twelve months preceding the assignment or subletting; or any person or entity whose business or activities or intended use of the Premises is not in keeping with the standards of the Building. In no event shall Tenant be entitled to assign this Lease or sublet the Premises or any part thereof if there shall be any default by Tenant, beyond any applicable grace period, under any term, covenant or condition of this Lease. | No Assignment/Subletting Restrictions | No Assignment or Subletting |
EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement. | Excess of Loss Limitation | Building Coverage Details |
(a) Not to cause, create or permit any fumes, vapors, or odors or permit the same to escape from the demised Premises into any other portion of the Building or the outside of the Building; and
(b) Not to constitute a public or private nuisance. | No Nuisance | No Fumes or Nuisance |
RESTAURANTS, TAV- ERNS, HOTELS,
58161
422658
GROSS SALES
1.374 $
581.00 INCLUDED | Gross Sales Tax | Restaurant and Hotel Sales |
Tenant represent and warrant that haves not dealt with any broker in connection with this Lease or the negotiation or execution thereof, except for JRL-NYC, LLC ("Brokers"). Landlord will pay the brokerage commission to the Brokers in connection with this Lease pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless from and against any claims, damage, liability, or expense, including attorneys' fees, pertaining to any other broker with whom Tenant has dealt, including any payment due to Retail Worx Brokerage. | No Brokerage | No Brokerage |
Sulfa drugs - rash Cipro - rash Benadryl – causes mild dystonic reaction | Drug Reactions | Sulfa Drugs and Rash |
If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company.
[Signature Page Follows]
Accepted and agreed to as of the SOW Effective Date by the authorized representative of each party.
Quick, Inc.
Digital Memories Corporation, Inc.
Signature:
Signature:
acelin
\Z. p-—
Print Name: Aziz Khan
Print Title: COO
Date: 06/01/2021
Email: aziz.khan@quick.com
Print Name: Morris Minor
Print Title: CEO
Date: 06/01/2021
Email: morris@digitalmemex.com | Signature Page | Execution Date |
In consideration of the foregoing, the parties agree as follows:
1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.
2. Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement.
3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that:
(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party;
(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party;
(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party;
4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure.
5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information.
6. No Obligations. Each party retains the right to determine whether to disclose any Confidential Information to the other party.
7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”.
8. Term. This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate.
9. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.
10. Non-compete. To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products.
11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. | Confidentiality Obligations | Confidentiality Obligations |
This SOW is an attachment to, and is incorporated by this reference into the Agreement as if fully set forth therein and made a part thereof. This SOW, together with the Agreement, represents the complete and total understanding of the parties regarding the Services to be provided by Company hereunder.
1. Services Period. Unless otherwise terminated earlier in accordance with the terms of the Agreement, the Services will end upon the completion of the Services by Company, which in no event shall be later than February 15, 2022, and payment by client.
2. Fees. The Services outlined in this SOW reflect the initial understanding of Client’s desired Deliverable and Company reserves the right to alter the manner in which Services are provided if Company determines different services are necessary to complete the Deliverable. Company shall provide the following Services to the Client: | Services Period & Fees | Services Provided |
This lease may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. This lease may be executed by the exchange of electronically-transmitted signatures which shall be binding on the parties hereto with the same force and effect as original signatures. | Execution | Execution |
Move containers from spill area. Prevent entry into sewers, water | Cleanup Procedure | Containment & Cleanup |
Tenant shall operate its business in the Demised Premises with adequate equipment and trade fixtures for the conduct of Tenant’s business at the Demised Premises. Such equipment and trade fixtures, when initially installed, must be functional. | Operating Standards | Operating Standards |
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Accounts Receivable:
At all described premises
$50,000
In transit or at all undescribed premises
$25,000
Appurtenant Buildings and Structures
$100,000
Claim Data Expense
$25,000
Covered Leasehold Interest – Undamaged Improvements & Betterments
Lesser of Your Business Personal Property limit or:
$100,000
Debris Removal (additional amount)
$250,000
Deferred Payments
$25,000
Duplicate Electronic Data Processing Data and Media
$50,000
Electronic Data Processing Data and Media
At all described premises
$50,000
Employee Tools
In any one occurrence
$25,000
Any one item
$2,500
Expediting Expenses
$25,000
Extra Expense
$25,000
Fine Arts
At all described premises
$50,000
In transit
$25,000
Fire Department Service Charge
Included*
Fire Protective Equipment Discharge
Included*
Green Building Alternatives – Increased Cost
Percentage 1%
Maximum amount – each building
$100,000
Green Building Reengineering and Recertification Expense
$25,000
Limited Coverage for Fungus, Wet Rot or
Dry Rot – Annual Aggregate
$25,000
Loss of Master Key
$25,000
Newly Constructed or Acquired Property:
Buildings - each
$2,000,000
Personal Property at each premises
$1,000,000 | Property Insurance Limits | Insurance Limits and Payments |
52. Limited Liability
Tenant agrees that, notwithstanding any other provision of this Lease, Landlord shall not be under any personal liability under this Lease and, if Landlord defaults hereunder, Tenant shall look solely to the interest of Landlord or its successor in the Premises for the satisfaction of any judgment or other judicial process requiring the payment of money by Landlord based upon any default hereunder, and no other assets of Landlord or any such successor shall be subject to levy, execution, or other enforcement procedure for the satisfaction of any such judgment or process. Upon any conveyance or transfer of the Building, the transferor shall be relieved from all liability hereunder.
Landlord shall not be held liable for any injury to or death of any person or persons, or injury or damage to merchandise, goods, furniture, fixtures or other property, from theft or accident, or from steam, gas, electricity, water, rain which may seep into, issue or flow from the Building, unless same shall be due to Landlord's gross negligence or willful misconduct. | Limited Landlord Liability | Limited Liability |
Physical Examination:
Vitals: Temp 35.9 Pulse 76 O2 98% RA RR 20 BP 159/111
General - NAD, sitting up in bed, well groomed and in nightgown Eyes - PERRLA, EOM intact ENT - Large swollen tounge and cheek on left side, tounge was large and obscured the view of the posterior oropharynx Neck - No noticeable or palpable swelling, redness or rash around throat or on face Lymph Nodes - No lymphadenopathy Cardiovascular - RRR no m/r/g, no JVD, no carotid bruits Lungs - Clear to auscltation, no use of acessory muscles, no crackles or wheezes. Skin - No rashes, skin warm and dry, no erythematous areas Breast - Psychiatry -
Abdomen - Normal bowel sounds, abdomen soft and nontender Genito Urinary – Genital exam not performed since complaints not related. Rectal – Rectal exam not performed since no symptoms indicated blood loss. Extremeties - No edema, cyanosis or clubbing Musculo Skeletal - 5/5 strength, normal range of motion, no swollen or erythematous
joints. | Vital Signs and Physical Exam | Neurological Exam Findings |
12.2 Intellectual Property.
12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.
12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.
12.3 Assignment Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.
12.4 Force Majeure. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Client or Client employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. | Intellectual Property Ownership, Assignment Restriction | Assignment |
It is unlikely that the patient has edema caused by abscess or tonsillitis since she does not have any associated fever or other signs of infection and the sudden onset of her swelling also argues against this. It is not likely a foreign body since ENT did not find anything when they scoped her.
It is unlikely that it is caused by a mast cell mediated etiologigy that increases vascular permeability through mast cell degranulation and release of inflammatory mediators include allergic angioedema, autoimmune mast cell release and direct mast cell release caused by medications such as opiates and radiocontrast media. It is not likely this type of reaction because these etiologies are associated with urticaria and pruritis, which the patient did not have. Also the patient did not have any exposure to a new pet, food, lotion or any other allergen or medication that could cause an allergic type reaction. The patient also does not have any history of autoimmune disease or any reaction similar to this in the past
It is more likely that the etiology is kinin-related where angioedema results from generation of bradykinin and complement-derived mediators that increase vascular permeability since there is no urticaria or pruritis. The most likely cause is the Altace (ACEI) that the patient has been taking caused an increase in bradykinin since it decreases angiotensin 2 which degrades bradykinin. Bradykinin can then interact with vascular receptors increasing vasodilation, vascular permeability, increased cGMP and release of nitric oxide. This reaction occurs in .1-7% of patients treated with an ACEI and it typically involves the mouth, lips, tounge, larynx, pharynx and sublottic tissues. Half of these cases usually occur within a week of starting the ACEI but can occur years later. This is a class specific reaction not a drug specific and ARBs can cause the same reaction even though these drugs don’t effect the kinin metabolism. 50% of patients with angioedema due to an ARB also had an ACEI induced angioedema (Cicardi, M, Zingale, LC, Bergamschini L, Agostoni, A. Angioedema associated with agniotensin-converting enzyme inhibitor use: outcome after switching to a different treatment. Arch Intern Med 2004; 164:910). Deficiency of C1 inhibitor can cause angioedema since levels of complement are reduced and cause increased bradykinin. This can be due to lack of C1 INH or adequate amounts of nonfunctional C1 INH. Other causes of angioedema include aspirin and NSAIDs since inhibition of cox and enzyme pathyway increases formation of pro-inflammatory leukotrienes.
Other possibilities in the differential of causes of swelling include cellulitis, autoimmune conditions including SLE, polymyositis, dermatomyositis and sjorgren’s syndrome. Hypothyroidism can cuase puffiness of face and lips, hyperthyroidism can cause an infiltrative dermopathy, superior vena cava syndrome and tumors can cause venous engorgement and swelling. It is not likely one of these etiologies since the patient is on an ACEI and the swelling is restricted only to her tongue and throat typical of ACEI angioedema. | Non-Infectious Swelling | Health Effects Explanation |
The above named parties desire to engage in discussions regarding a potential agreement or other transaction between the parties (the “Purpose”). In connection with such discussions, it may be necessary for the parties to disclose to each other certain confidential information or materials to enable them to evaluate whether to enter into such agreement or transaction. | Potential Agreement Discussions | Confidentiality and Disclosure Restrictions |
Upon execution of this Lease, Tenant has deposited with Landlord the sum of $78,000.00 in good funds as security for the full and faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease (the “Security”). If Tenant defaults in the performance or observance of any term, covenant or condition of this Lease, including without limitation the obligation of Tenant to pay any rent or other sum required hereunder, Landlord may use, after 10 days written notice to Tenant ,apply, or retain, without any application to any court or tribunal, the whole or any part of the Security so deposited to the extent required for the payment of any rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default, including without limitation any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Such use, application, or retention by the Landlord shall be without prejudice to Landlord’s rights to seek any and all additional rent and/or damages that may have accrued. If Tenant shall fully and faithfully observe and perform all of the terms, covenants, and conditions of this Lease, the Security, shall be returned to Tenant after the end of the term of this Lease or at permissible early termination as provided herein and the delivery of possession of the demised Premises to Landlord.
Landlord shall not be obligated to place the Security in an interest bearing account. The annual interest or amounts earned and received on such Security shall be retained by the Landlord and shall be deemed as additional rent. If the entire Security, or any portion thereof, be applied by Landlord, then Tenant will on Landlord's written demand remit to Landlord as Additional Rent hereunder within ten
(10) days of such demand a sufficient sum in cash to restore said Security to the amount required as set forth in this Article.
In the event of a sale, transfer or leasing of the Premises by Landlord, Landlord shall have the right to transfer the Security to the vendee, transferee or lessee, whereupon Landlord shall be deemed released by Tenant from all liability for the return of said Security, except that Landlord shall remain responsible for the Security Deposit paid hereunder, until such time as [a] a successor landlord or party in interest assumes in writing the obligations therefore and [2] Landlord provides notice of assignment to Tenant. In such event, Tenant agrees to look solely to such new Landlord for the return of said Security. This Article shall apply to every transfer or assignment of the Security to a new Landlord. Tenant shall not assign or encumber the Security, and Landlord shall not be bound by any such assignment and encumbrance.
The Security being held pursuant to this Article shall at all times be an amount equal to
three (3) times the monthly fixed rent then reserved under Article 40 of this Lease. On the first day of the month following each anniversary of the Rent Commencement Date of this Lease, Tenant shall pay to Landlord funds sufficient so that the un-applied Security held by Landlord shall at all times equal three times the monthly fixed rent then reserved under Article 40 of this Lease.
If Landlord applies or retains all or any portion of the Security, Tenant shall pay to Landlord, within five (5) days of Landlord’s demand, as additional rent the amount so applied or retained, so that the un-applied Security shall be at all times no less than an amount equal to three times the monthly fixed rent then reserved under Article 40 of this Lease.
Notwithstanding the foregoing, provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return $26,000 of the Security to the Tenant and the Security obligation shall be $52,000. In the event Tenant continues to comply with all of the terms and conditions of this Lease, and provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return
$20,023.78 of the Security to the Tenant and the Security obligation shall be $31,976.72 and remain until the expiration or earlier termination of this Lease. | Security Deposit for Tenant Performance | Security Deposit |
COVERAGE EXTENSION:
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Spoilage
$25,000
LIMITATIONS:
LIMITS OF INSURANCE
REVISED LIMITS OF INSURANCE
Ammonia Contamination
$25,000
Hazardous Substance
$25,000 | Spoilage and Contamination Coverage | Coverage Options |
12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party. | Intellectual Property Ownership | Independently Developed Intellectual Property |
insurance shall be paid by Tenant to Landlord on demand. Landlord, in addition to Landlord's other rights, powers and remedies, shall be entitled to recover as damages for any breach of this Article the uninsured amount of any liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord, and shall not be limited in the proof of damages which Landlord may claim against Tenant to the amount of the insurance premiums not paid or incurred by Tenant which would have been payable for such insurance. | Uninsured Liability Damages | Insurance Coverage Details |
At execution of this Lease, Tenant shall pay to Landlord by separate bank checks (i) the amount of $26,000.00 toward fixed rent for for the seventh month following the Commencement Date and
(ii) the amount of $78,000.00 representing the security deposit. | Initial Payment | Security Deposit |
ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”. | As-Is Confidentiality | As-Is Confidentiality |
Throughout the term of this Lease (except for holidays), Tenant shall conduct its business in the entire Premises with due diligence and without interruption during normal business, a failure of which shall constitute a material default under this Lease.
Except as provided in the first paragraph of this Article, Tenant shall conduct and operate Tenant's business in the Premises without closing for more than 30 consecutive days during the term of this Lease, and the failure to do so shall constitute a material default by Tenant hereunder. | Continuous Business Operation | Continuous Business Operation |
Fire Protective Equipment Discharge | Fire Protection Requirements | Fire Protection Requirements |
All of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant in the Premises and all persons claiming by, through or under Tenant which, during the continuance of this Agreement or any occupancy of the Premises by Tenant shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be injured, destroyed, or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other pipes, or by theft or from any other cause, no part of said loss or damage is to be charged to or borne by Landlord, except for intentional acts or negligence of Landlord. | Fire and Casualty Damage | Fire and Casualty Damage |
(i) the sale or rental of video tapes of X-Rated, R-Rated, PG-Rated, Not-rated or any kind of movies or "pornographic" movies; | Prohibited Use | Pornographic Movies Restriction |
Pertinent Diagnostic Tests:
Na 140 K 4.5 Cl 109 Co2 23 BUN 29 Cr 1.0 Ca 9.9 Mg 1.4 Phos 3.6
PTT 26.7 WBC 9.9 Hgb 10.0 Hct 30.3 Plt 373 | Lab Test Results | Diagnostic Tests |
Tenant covenants and agrees that its use of electric current shall never exceed the capacity of the existing conductors, feeders, risers, wiring installations or other equipment servicing the Building. Tenant shall not alter or make any addition to the electrical equipment without the prior written consent of Landlord. Landlord shall not unreasonably withhold its consent to the installation of new risers and equipment if, in Landlord's opinion, they are reasonably necessary and do not cause permanent damage or injury to the demised Premises or Building or create a dangerous or hazardous condition or entail excessive or unreasonable alterations. If Landlord grants such consent, all additional risers and other equipment shall be provided by Tenant by licensed and insured electricians. | Electrical Equipment Alterations | Electricity and Equipment |
Tenant, at all times during the term of this Lease and at Tenant's expense, shall provide and keep in force with insurers reasonably approved by Landlord Commercial General Liability insurance against all claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Premises, such insurance (a) to be on an occurrence basis with a general aggregate of not less than | Commercial General Liability Insurance | Commercial General Liability Insurance |