Text
stringlengths 30
10k
| Ground Truth
stringlengths 5
55
| docugami/dfm-csl-large
stringlengths 4
59
|
|---|---|---|
64. Landlord’s Consent
In no event shall Tenant be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or delayed its consent or approval to any request of Tenant in such instances, if any, where Landlord is expressly required hereunder, or under law, not to unreasonably withhold or delay such consent. Tenant's sole remedy shall be an action or proceeding to enforce any such provision, or for specific performance, injunction or declaratory judgment. | Landlord Consent Waiver | Landlord Consent Waiver |
No action shall be taken involving any personal risk or without | No Personal Risk | No Liability |
(c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. | Commercial General Liability Insurance | Commercial General Liability Insurance Coverage |
(i) Conduct or permit any fire, bankruptcy, auction or “going out of business” sale (whether real or fictitious) in the Demised Premises, or utilize any unethical method of business operation;
(ii) Use, or permit to be used, any advertising medium and/or loudspeaker, and/or sound amplifier, and/or radio or television broadcast which may be heard outside the Demised Premises or which does not comply with the general policies or rules and regulations then in effect for the Building;
(iii) Use the plumbing facilities for any purpose other than that for which they were constructed, or dispose of any garbage or other foreign substance therein, whether through the utilization of so-called “disposal” or similar units, or otherwise;
(iv) 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
(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 | Unethical Business Practices |
Fixed Income, Currency and Commodities, which includes client execution activities related to making markets in both cash and derivative instruments for interest rate products, credit products, mortgages, currencies and commodities; and | Fixed Income, Currency and Commodities | Execution and Settlement |
++DM
• Not on oral home meds
• Patient is on corticosteroids that increase blood glucose levels, so put patient on sliding scale normal insulin to adjust for high sugars
• Resume neurontin for neuropathy when oral meds can be taken
++HTN
• Continue patient’s BP control with Diltiazem drip 5mg/hour
• HOLD altace (ACEI) that is most likely the cause of angioedema
• Consider an alternative HTN medication to replace the ACEI. Can’t use a HCTZ because of sulfa allergy. Also has asthma/COPD picture so beta blocker may not work well either.
++CAD s/p PCI in 1999
- Resume simvastatin and aspirin when patient is able to take oral meds
++GERD
- famotidine when oral meds are resumed | Treatment Plan | Treatment Plan |
6.4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant, subtenant, or other occupant of any part of the Project, or an affiliate of any of them, or who dealt with Landlord or Landlord's agent (directly or through a broker) as to space in the Project during the six months immediately preceding Tenant's request for Landlord's consent. | Transfer Restrictions | Transfer Prohibitions |
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. | Basement Eating & Drinking Use | Basement Space |
(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; | No Default Renewal | Renewal Option |
At any installation premises or temporary storage premises | Installation or Storage Premises | Installation and Storage |
(e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. | Crime Insurance Limit | Crime Policy Endorsement |
Flush contaminated skin with plenty of water. Remove contaminated | Skin Contamination Cleanup | Skin Care |
Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. | Business Auto Liability | Automobile Liability Coverage |
methadone maintenance clinic or center; | Methadone Maintenance | Methadone Maintenance |
Tenant, at its sole cost and expense, shall make all arrangements with the public utility company serving the Premises for obtaining and paying for heat and electricity at the Premises, including without limitation arrangements pertaining to the installation and use of meters, pans, risers, wiring, panel boards, feeders and other conductors and equipment. Landlord shall not be liable or responsible for charges for electricity at the Premises, or any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for
Tenant's requirements. At all times during the term of this Lease, Tenant shall comply with all rules and regulations of governmental authorities and the public utility applicable to service, equipment, wiring and changes in requirements. | Heat and Electricity | Energy and Utility Requirements |
Tenant, at its sole cost and expense, shall make all arrangements with the public utility company serving the Premises for obtaining and paying for heat and electricity at the Premises, including without limitation arrangements pertaining to the installation and use of meters, pans, risers, wiring, panel boards, feeders and other conductors and equipment. Landlord shall not be liable or responsible for charges for electricity at the Premises, or any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for | Heat and Electricity | Electricity |
EMPLOYEE BENEFITS LIAB TABLE OF CONTENTS | Employee Benefits Liability | Employee Benefits Liability Table |
• Engineering:
• Monday-Friday 6AM-6PM PST
• engineering@digitalmemex.com
• (206) 684-8889
• Support: | Engineering and Support Contact Info | Engineering and Support Contact |
Bellevue, WA
Total Eligible Employees:
600
Participating Subscribers:
500
Employer Contributions - Employee:
Multiple
Employer Contributions - Dependent:
Multiple
Waiting Period: | Employer Contribution Details | Building Coverage Details |
$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 Obligation | Security Deposit |
Tenant agrees that it shall not at any time, without first obtaining Landlord’s prior written consent, do any of the following:
(i) Conduct or permit any fire, bankruptcy, auction or “going out of business” sale (whether real or fictitious) in the Demised Premises, or utilize any unethical method of business operation;
(ii) Use, or permit to be used, any advertising medium and/or loudspeaker, and/or sound amplifier, and/or radio or television broadcast which may be heard outside the Demised Premises or which does not comply with the general policies or rules and regulations then in effect for the Building;
(iii) Use the plumbing facilities for any purpose other than that for which they were constructed, or dispose of any garbage or other foreign substance therein, whether through the utilization of so-called “disposal” or similar units, or otherwise;
(iv) 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
(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 | Permitted Use and No Unethical Business Practices |
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. | No Obstructions Near Electric Panel | No Obstruction |
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. | Business Improvement District Charges | Tax Payments and Florida Statutes Compliance |
The provisions of this rider are hereby incorporated into and made a part of the Lease dated as of October 15, 2021 between BIRCH STREET, LLC, having an address at c/o Birch Palace, 6 Grace Avenue Suite 200, Great Neck, New York 11021 ("Landlord"), and Trutone Lane LLC, having an address at 4 Pearl Street, New York, New York 10012 ("Tenant") of Premises known as the ground floor space and lower level space, as per floor plan annexed hereto and made a part hereof as Exhibit A (“Premises”) at 4 Pearl Street, New York, New York 10012 in the City of New York, Borough of Manhattan, to which this rider is annexed. If there is any conflict between the provisions of this rider and the remainder of this Lease, the provisions of this rider shall govern.
40. Rent | Lease Rider | Rent |
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. | No Landlord Liability | Liability and Indemnification |
12. COMMON AREAS. The "Common Areas" of the Project include such areas and facilities as delivery facilities, walkways, landscaped and planted areas, a conference center, a fitness center, and parking facilities and are those areas designated by Landlord for the general use in common of occupants of the Project, including Tenant. The Common Areas shall at all times be subject to the exclusive control and management of Landlord. Landlord may charge Tenant a Building Standard fee for Tenant's exclusive temporary use of any Common Areas such as delivery facilities. Landlord may grant third parties specific rights concerning portions of the Common Areas. Landlord may, without it constituting an actual or constructive eviction, and without otherwise incurring any liability to Tenant, increase, reduce, improve, or otherwise alter the Common Areas, otherwise make improvements, alterations, additions, or reductions to the Project, and change the name or number by which the Building or Project is known. Landlord may also temporarily close the Common Areas to make repairs or improvements. Landlord has the right, but not the obligation, in its sole and absolute discretion, to temporarily close the Building or access to portions thereof, including any Common Area and the Premises, if there is any act or threat of any act of terrorism, war, violence, vandalism, civil unrest, riot, pandemic or health emergency, or other event that may pose a threat to the public health or safety or damage to the Building, including a hurricane warning, any advisory warning, directive, or notice from the Office of Homeland Security, the Center for Disease Control, or any other federal, state, or local governmental or enforcement agency (any of the foregoing, “Civil Unrest”). Tenant shall comply with any notice from Landlord or any governmental agency to close the Building or portions thereof and to immediately cause all of its employees, agents, contactors, and invitees to vacate the Building. Landlord will not be responsible for any loss or damage to Tenant’s business as a result, and Tenant will not be entitled to any abatement in rent or other relief of its obligations under this Lease for any period of time when Tenant may not have access to the Premises or Building due to any Civil Unrest or Landlord’s exercise of any of its other rights under this section. This Lease does not create, nor will Tenant have any express or implied easement for, or other rights to, air, light, or view over, from, or about the Project.
13. SECURITY INTEREST. As security for Tenant's obligations under this Lease, Tenant grants to Landlord a security interest in this Lease and all property of Tenant now or hereafter placed in or upon the Premises including, all fixtures, furniture, inventory, machinery, equipment, merchandise, furnishings, and other articles of personal property, and all insurance proceeds of or relating to Tenant's property and all accessions and additions to, substitutions for, and replacements, products, and proceeds of the Tenant's property. This Lease constitutes a security agreement under the Florida Uniform Commercial Code. This security interest shall survive the expiration or sooner termination of this Lease and Landlord may, at any time, file a financing statement with the appropriate state or governmental agency with respect to such interest.
14. CASUALTY DAMAGE. If the Project or any portion of it is damaged or destroyed by any casualty and: (a) the Building or Project or a material part of the Common Areas shall be so damaged that substantial alteration or reconstruction shall, in Landlord's opinion, be required (whether or not the Premises shall have been damaged by the casualty); or (b) Landlord is not permitted to rebuild the Building or Project or a material part of the Common Areas in substantially the same form as it existed before the damage; or (c) the Premises shall be materially damaged by casualty during the last two years of the Lease Term; or (d) any mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (e) the damage is not fully covered by insurance maintained by Landlord; then Landlord may, within 90 days after the casualty, give notice to Tenant of Landlord's election to terminate this Lease, and the balance of the Lease Term shall automatically expire on the fifth day after the notice is delivered. If Landlord does not elect to terminate this Lease, provided that Tenant was operating from the Premises immediately prior to the casualty and will recommence operations after restoration of the Premises, Landlord shall proceed with reasonable diligence to restore the Building and the Premises to substantially the same condition they were in immediately before the casualty. However, Landlord shall not be required to restore any unleased premises in the Building or any portion of Tenant's property. Rent shall abate in proportion to the portion of the Premises not usable by Tenant as a result of any casualty resulting in damage to the Building which is covered by insurance carried or required to be carried by Landlord under this Lease, as of the date on which the Premises becomes unusable and the abatement shall continue until the date the Premises become tenantable again. Landlord shall not otherwise be liable to Tenant for any delay in restoring the Premises or any inconvenience or annoyance to Tenant or injury to Tenant's business resulting in any way from the damage or the repairs, Tenant's sole remedy being the right to an abatement of Rent.
15. CONDEMNATION. If the whole or any substantial part of the Premises shall be condemned by eminent domain or acquired by private purchase in lieu of condemnation, this Lease shall terminate on the date on which possession of the Premises is delivered to the condemning authority and Rent shall be apportioned and paid to that date. If no portion of the Premises is taken but a substantial portion of the Project is taken, at Landlord's option, this Lease shall terminate on the date on which possession of such portion of the Project is delivered to the condemning authority and Rent shall be apportioned and paid to that date. Tenant shall have no claim against Landlord, and assigns to Landlord any claims it may have otherwise had, for the value of any unexpired portion of the Lease Term, or any Alterations. Tenant shall not be entitled to any part of the condemnation award or private purchase price. If this Lease is not terminated as provided above, Rent shall abate in proportion to the portion of the Premises condemned.
16. REPAIR AND MAINTENANCE.
16.1 General. Landlord shall repair and maintain in good order and condition, ordinary wear and tear excepted, the Common Areas, mechanical and equipment rooms, the roof of the Building, the exterior walls of the Building, the exterior windows of the Building, the structural portions of the Building, the elevators, and the electrical, plumbing, mechanical, fire protection, life safety, and air conditioning, heating, and ventilation ("HVAC") systems servicing the Building. However, unless the Waiver of Subrogation section applies, Tenant shall pay the cost of any such repairs or maintenance resulting from acts or omissions of the Tenant Parties. Tenant waives the provisions of any law, or any right Tenant may have under common law, permitting Tenant to make repairs at Landlord's expense or to withhold Rent or terminate this Lease based on any alleged failure of Landlord to make repairs. Except to the extent Landlord is obligated to repair and maintain the Premises as provided above, Tenant shall, at its sole cost, repair, replace, and maintain the Premises (including the walls, ceilings, and floors in the Premises, and any specialized or supplemental electrical, lighting, plumbing, mechanical, fire protection, life safety and HVAC systems exclusively for Tenant's use) in a clean, attractive, first-class condition. All replacements shall be of equal quality and class to the original items replaced. Tenant shall not commit or allow to be committed any waste on any portion of the Premises.
16.2 Cosmetic Refurbishment. After the fifth anniversary of the Commencement Date, and thereafter upon the fifth anniversary of the completion of any Alterations under this section, Tenant shall refurbish the Premises, which as a result of wear, normal depreciation, or any other cause are of a quality which in Landlord's reasonable judgment is not consistent with the level of quality of, or generally prevailing within, the Project. Any such worn or depreciated improvements will be replaced with materials and workmanship of a quality at least equal to the original installation for which replacement is made and subject to the Alterations article. Landlord shall contribute up to 85% of such costs, not to exceed $600,000($1,230.55/sf), which payment shall be made within 30 days after substantial completion of the Alterations, and delivery to Landlord of final releases of lien from Tenant’s general contractor and all lienors giving notice as defined in the Florida Construction Lien Law and a final contractor’s affidavit from the general contractor in accordance with the Florida Construction Lien Law, and all other receipts and supporting information concerning payment for the work that Landlord may reasonably request. | Repair and Maintenance | Common Areas |
Theophyline (Uniphyl) 600 mg qhs – bronchodilator by increasing cAMP used for
treating asthma Diltiazem 300 mg qhs – Ca channel blocker used to control hypertension Simvistatin (Zocor) 20 mg qhs- HMGCo Reductase inhibitor for hypercholesterolemia Ramipril (Altace) 10 mg BID – ACEI for hypertension and diabetes for renal protective
effect | Medication Regimen | Study Medications |
BLANKET DESCRIPTION OF COVERAGE OR PROPERTY | Blanket Property Coverage | Insurance Coverage Details |
(b) pornographic movie theater or live "sex show" theater; | Prohibited Use | Permitted Use |
"Escalation Year" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease. | Escalation Year Definition | Escalation Year |
Deposit. An initial payment (the “Deposit”) of One Hundred Thousand Dollars ($100,000) is due to Company at signing. | Initial Deposit | Deposit |
Supplementing Article 7 of this lease, Landlord shall provide Tenant with a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) from all institutional mortgagees and ground lessors on such institutional mortgagee’s or ground lessor’s standard form. With respect to non- institutional mortgagees or ground lessors, Landlord shall provide Tenant with an SNDA in a form reasonably acceptable to Tenant, provided that Tenant shall accept an SNDA from a non-institutional mortgagee or ground lessor in substantially the same form as provided to Tenant from any prior institutional mortgagee or ground lessor. | Subordination and Non-Disturbance | Subordination, Non-Disturbance and |
Herman-Blenk Strasse 16 38108 Braunschweig | Address | Authorization and Signatures |
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. | Security Interest Earnings | Security Interest |
InsuranceA has over 11,000 highly trained Claim professionals located across the
U.S. Our local field representatives are supported by teams of dedicated customer service, catastrophe response, legal, medical, investigative, engineering, and large loss experts. Technology claims can be complex and expensive. We’ll help you manage claims to control your total risk-related costs.
https://www.InsuranceA.com/claims | Claims Management Services | Insurance Coverage Details |
German Federal Bureau of Aircraft Accidents Investigation Bundesstelle fur Flugenfallensuchung (BFU) | German Aircraft Accident Investigation | Accident Investigation Unit |
8
CATERERS
11039
48825
GROSS SALES
StreetSTE 100
1.622
0.074 $
80.00 $
3.00 PREMISES HOUSTON, TX
9
RESTAURANTS, TAV- ERNS, HOTELS, MOTELS, INCLUDING
58161
51883
GROSS SALES StreetSTE 100
1.374
71.00 INCLUDED PREMISES HOUSTON, TX
$ | Gross Sales Summary | Restaurant and Hotel Sales |
A Study to Evaluate the Pharmacokinetics and Glucodynamics of LY900014 compared to Humalog in Patients with T1DM | Study Description | Study Objectives |
If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown.
EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement.
Causes of Loss – Equipment Breakdown
The insurance provided for loss or damage caused by or resulting from Equipment Breakdown is included in, and does not increase the Covered Property, Business Income, Extra Expense, and/or other coverage Limits of Insurance that otherwise apply under this Coverage Part. | Annual Aggregate Limit and Excess of Loss Lim | Annual Aggregate Limit and Excess of Loss Lim |
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into and made effective as of April 4, 2018 between Docugami Inc., a Delaware corporation, whose address is 150 Lake Street South, Suite 221, Kirkland, Washington 98033, and Caleb Divine, an individual, whose address is 1201 Rt 300, Newburgh NY 12550.
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.
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.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Mutual Non-Disclosure Agreement by their duly authorized officers or representatives as of the date first set forth above.
DOCUGAMI INC.:
Caleb Divine:
Signature:
Signature:
Name:
Jean Paoli
Name:
Title:
CEO
Title: | Non-Disclosure Agreement | Confidentiality of Arbitration Agreement |
FEDERAL TERRORISM RISK INSURANCE ACT DIS | Federal Terrorism Risk Insurance Act | Coverage Options |
4. Hours of Operation
• Engineering:
o Monday-Friday 6AM-6PM PST
o engineering@digitalmemex.com
o (206) 684-8889
• Support:
o 24 x 7 x 365
o support@digitalmemex.com
o (206) 684-8888 | Hours of Operation | Hours of Operation |
Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor. | Legal Remedies and Fees | Legal Remedies |
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 | Security Deposit Terms | Security Interest |
CAUSES OF LOSS-EQUIPMENT BREAKDOWN | Equipment Breakdown Coverage | Equipment Breakdown |
Promptly following the completion of all of Tenant’s Alterations, and as soon as reasonably feasible, Tenant shall obtain and furnish to Landlord all appropriate certifications, including but not limited to a New York City Department of Buildings Letter of Completion, from all authorities having jurisdiction to the effect that all Tenant’s Alterations have been performed and completed in accordance with Tenant's Plans and with all Requirements, and Tenant shall close out all permits and obtain all final sign-offs. In the event that Tenant fails to comply with the terms of this paragraph within 90 days after the completion of Tenant’s Alterations, then in that event, Landlord may, but is not required to, take such steps as are commercially reasonable to close out all permits, obtain final sign-offs and a Letter of Completion and otherwise act to cause Tenant’s obligations under this paragraph to be satisfied and thereupon Tenant shall reimburse Landlord for all costs and fees incurred by Landlord in connection therewith as additional rent within 15 days of demand by Landlord for payment. | Obtain Certifications and Sign-Offs | Alterations and Compliance |
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); | Prohibited Use | Games of Chance |
For information about how InsuranceA compensates independent agents, brokers, or other insurance producers, please visit this website: | Producer Compensation | Compensation Payments |
55. Estoppel Certificates
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. | Estoppel Certificate Request | Estoppel Certificates |
72. Renewal Option
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.
If Tenant timely exercises this Renewal Option, Landlord shall notify Tenant (the “Rent Notice”) at least one hundred twenty (120) days before the Expiration Date of Landlord’s determination of the Fair Market Minimum Annual Rent and Landlord’s calculation of the Rent payable during the first year of the Renewal Term and during each successive year of the Renewal Term in accordance with the formula set forth above (“Landlord’s Determination”). Tenant shall notify Landlord (“Tenant’s Notice”), within thirty (30) days after Tenant’s receipt of the Rent Notice, whether Tenant accepts or disputes Landlord’s Determination, and if Tenant disputes Landlord’s Determination, Tenant’s Notice shall set forth Tenant’s determination of the Fair Market Minimum Annual Rent and Tenant’s calculation of the Rent payable during the first year of the Renewal Term and during each successive year of the Renewal Term in accordance with the formula set forth above (“Tenant’s Determination”). If Tenant fails to give Tenant’s Notice within such thirty (30) day period, Tenant shall be deemed to have accepted Landlord’s Determination.
If Tenant timely disputes Landlord’s Determination and Landlord and Tenant fail to agree as to the Fair Market Minimum Annual Rent (and, accordingly, the Rent payable by Tenant during the subject Renewal Term) within thirty (30) days after the giving of Tenant’s Notice, then the Fair Market Minimum Annual Rent shall be determined as follows: A licensed real estate appraiser (the “Appraiser”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Appraiser, then the same shall be designated by the American Arbitration Association (“AAA”). The Appraiser selected by the parties or designated by the AAA shall have at least ten (10) years’ experience in the appraisal of retail space in Manhattan, NY. Landlord and Tenant shall each submit to the Appraiser and to the other its determination of the Fair Market Minimum Annual Rent. The parties shall instruct the Appraiser to (A) conduct the hearings and investigations that he or she deems appropriate, and
(B) choose either Landlord's determination or Tenant's determination submitted to the Appraiser as the better estimate of Fair Market Minimum Annual Rent, being the determination which is closer to the Fair Market Minimum Annual Rent determined by the Appraiser using the definition set forth in this Article 72, within thirty (30) days after the date that the Appraiser is designated. The Appraiser's aforesaid choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with the procedure described herein, and fifty (50%) percent of any AAA fees and fees of the Appraiser. Either Landlord or Tenant shall have the right to submit to the Appraiser any material in support of its determination of Fair Market Minimum Annual Rent within ten (10) business days of the date of the selection of the Appraiser. After a determination has been made of the Fair Market Minimum Annual Rent, the parties shall execute and deliver a lease amendment memorializing the extension of the Term as described in this Article 72 and setting forth the Rent payable by Tenant during the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Minimum Annual Rent (and, accordingly, the Rent payable during the Renewal Term).
(iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due.
Time shall be of the essence with respect to all obligations under this Article 72.
73. Quiet Enjoyment
Provided this Lease is in full force and effect, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any Person lawfully claiming through or under Landlord. | Renewal Option | Renewal Option |
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. | Security Deposit for Tenant Performance | Security Deposit |
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 |
58. Brokerage
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. | Brokerage Details | Brokerage |
EXCLUSION - ASBESTOS, ELECTRO-MAGNETIC EMISSIONS AND LEAD - TEXAS | Texas Exclusion Clause | Exclusions |
Valuation
REPLACEMENT COST
Property Deductible
$10,000
Coinsurance
90
Theft Coverage
YES
Wind/Hail Ded. ($ or %)
1
Ord. Or Law Coverage
NO
Earthquake Coverage
NO
Agreed Value
YES
Causes of Loss - Special Form | Insurance Coverage Details | Causes of Loss |
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. | Delivery and Garbage Removal Rules | Deliveries and Garbage Removal |
Coverage is provided for the following: Water Supply | Water Supply Coverage | Water Supply Coverage |
Observation Facility, Elevation: | Observation Facility Elevation | Notification Requirements |
56. Security Deposit
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 Usage | Security Deposit |
(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party; | Exceptions to Confidentiality | Applicability and Enforcement Rights |
The "building" shall mean the land and the building of which the demised Premises forms a part. "Tenant's Share" shall mean 35%. | Tenant's Share Percentage | Building and Tenant's Share |
If to Purchaser CiviGuard Inc.
310 North Greeley Ave., Houston, Texas 77001 | Purchaser Address | Purchaser Representations and Warranties |
This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of Washington and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Kirkland, Washington, and each party irrevocably submits to the jurisdiction and venue of such courts. | Governing Law and Venue | Governing Law and Venue |
PTT 26.7 WBC 9.9 Hgb 10.0 Hct 30.3 Plt 373 | Blood Test Results | Hemoglobin and Hematologic Values |
Causes of Loss – Broad Form Flood | Flood Coverage | Flood Coverage |
Surgical History:
s/p vaginal wall operation for prolapse 2006 s/p Cardiac stent in 1999 s/p hystarectomy in 1970s s/p kidney stone retrieval 1960s | Surgical History | Surgical History |
– aggregate in any one policy year, for all losses covered under the Causes of Loss – Broad Form Flood endorsement, commencing with the inception date of this policy:
AGGREGATE LIMITS OF
INSURANCE
01. Applies at the following Building(s) numbered:
07-13,18
$1,000,000
02. Applies at the following Building(s) numbered:
02-06,14-15
$2,500,000
03. Applies at the following Building(s) numbered:
16-17,19
$5,000,000
If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown.
EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement.
Causes of Loss – Equipment Breakdown
The insurance provided for loss or damage caused by or resulting from Equipment Breakdown is included in, and does not increase the Covered Property, Business Income, Extra Expense, and/or other coverage Limits of Insurance that otherwise apply under this Coverage Part.
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 | Building Aggregate Limits for Flood Coverage | Flood Insurance Coverage |
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 Reduction | Security Deposit |
(iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date. | Rent Payment Schedule | Fixed Rent Payments |
PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) | Public Parking - Lessee Maintained | Parking |
the parties hereto have executed this Mutual Non-Disclosure Agreement by their duly authorized officers or representatives as of the date first set forth above.
DOCUGAMI INC.:
Caleb Divine:
Signature:
Signature:
Name:
Jean Paoli
Name:
Title:
CEO
Title: | Execution and Signatures | Execution Date |
Without limiting Landlord's rights under the foregoing paragraph of this Article, Tenant covenants and agrees that, provided notice of renewal has not been given under Article 72, it will permit
Landlord, its agents, servants, employees, licensees, invitees, and contractors during the last year of the term of this Lease at any and all times during regular business hours, after 24 hour notice to tenant, to pass and repass on and through the Premises, or such portion thereof as may be necessary, in order that they or any of them may gain access to the Premises for the purpose of showing the Premises to potential new tenants or real estate brokers. In addition, Landlord shall be entitled to place a "FOR RENT" or "FOR LEASE" sign (not exceeding 8.5” x 11”) in the front window of the Premises during the last six months of the term of this Lease. | Showing Premises to Tenants | Permitted Use |
Secondary
1. To evaluate the effect of injection-to-meal timings (immediately before the start of meal, and 20 minutes following the start of the meal) on the GD response to LY900014 compared to Humalog, as measured by the MMTT
2. To evaluate the tolerability of LY900014 | Study Objectives | Study Objectives |
Amends general aggregate limit to apply separately to each location owned by orrented to the named insured | Aggregate Limit Amendment | Restaurant and Hotel Sales |
51. Utility Services
Tenant shall pay all charges for all public or private utility services provided to the Premises, shall comply with all contracts relating to such services, and shall do all other things required for the maintenance and continuance of all such services.
Tenant, at its sole cost and expense, shall make all arrangements with the public utility company serving the Premises for obtaining and paying for heat and electricity at the Premises, including without limitation arrangements pertaining to the installation and use of meters, pans, risers, wiring, panel boards, feeders and other conductors and equipment. Landlord shall not be liable or responsible for charges for electricity at the Premises, or any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for
Tenant's requirements. At all times during the term of this Lease, Tenant shall comply with all rules and regulations of governmental authorities and the public utility applicable to service, equipment, wiring and changes in requirements.
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.
Landlord reserves the right to interrupt, suspend, or cease any of the services referred to herein when necessary by reason of accident, or repairs, alteration, or improvements which in Landlord's option are necessary or desirable, or difficulty or inability in securing supplies or labor, or strikes, or any other cause beyond the reasonable control of Landlord whether similar or dissimilar to those herein above mentioned. Tenant shall not be entitled to any diminution or abatement of rent or other compensation, and Tenant's obligations under this Lease shall not be affected or reduced, by reason of any interruption, suspension or cessation of services except as otherwise provided herein. No interruption, suspension or cessation of services shall constitute a constructive or partial eviction. Landlord shall use its best efforts to perform repairs at reasonable times and upon notice. Where possible, Landlord shall provide Tenant with reasonable notice of such interruption of service.
Landlord does not represent that the electricity at the Premises is adequate or appropriate for Tenant's intended use. | Utility Services Arrangements | Utility Services Arrangements |
If, in connection with obtaining financing or refinancing for the Building of which the Premises form a part, a banking, insurance or other institutional lender shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Tenant shall not unreasonably withhold or delay its consent thereto, provided such modifications do not materially adversely affect the Leasehold interest hereunder or increase Tenant's obligations hereunder, except to the extent that Tenant may be required to give notices of any defaults by Landlord to such lender or permit the curing of such defaults by such lender together with the granting of such additional time for such curing as may be required for such lender to get possession of the Building. In no event shall a requirement that the consent of any such lender be given for any modification of this Lease or for any assignment or sublease be deemed to materially adversely affect the Leasehold interest hereby created. | Consent for Modifications | Modifications |
[17] have a supine blood pressure at screening outside the range of 90 to 160 mmHg for systolic or 50 to 100 mmHg for diastolic (1 repeat is allowed) as determined by the investigator, or results with unacceptable deviations that are judged by the investigator to be clinically significant for the population, or have a heart rate outside the range of 50 to 90 beats/minute. | Blood Pressure and Heart Rate Requirements | Blood Pressure Requirements |
TERM
YEAR
PERIOD
MONTHLY
RENT
ANNUAL
RENT
First
3/15/21 To 2/28/23
$26,000.00
$312,000.00
Second
3/01/23 To 2/28/24
$26,000.00
$312,000.00
Third
3/01/24 To 2/28/25
$26,000.00
$312,000.00
Fourth
3/01/25 To 2/28/26
$26,780.00
$321,360.00
Fifth
3/01/26 To 2/28/27
$27,583.40
$331,000.80
Sixth
3/01/27 To 2/28/28
$28,410.90
$340,930.80
Seventh
3/01/28 To 2/28/29
$29,263.23
$351,158.76
Eighth
3/01/29 To 2/28/30
$30,141.13
$361,693.56
Ninth
3/01/30 To 2/28/31
$31,045.36
$372,544.32
Tenth
3/01/31 To 3/31/32
$31,976.72
$383,720.64
The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date;
(iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date.
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.
Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease.
The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment.
All fixed rent and additional rent (collectively hereinafter referred to as "rent") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate.
All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law.
Tenant shall make all rental payments in full. Payment or receipt of a rental payment of less than the amount stated in this Lease shall be deemed to be nothing more than partial payment on account. Under no circumstances shall Landlord’s acceptance of a partial payment constitute accord and satisfaction. Nor will Landlord’s acceptance of a partial payment forfeit Landlord’s right to collect the balance due on the account, together with applicable late charges and interest despite any endorsement, stipulation, or other statement on any check.
Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity.
Landlord in its sole discretion may allocate without prejudice any payment in whole or in part to any due item of fixed rent, additional rent and/or any other charges or to any combination thereof.
If Landlord commences any action or proceeding against Tenant, or if Landlord is required to defend any action or proceeding commenced by Tenant, in connection with this lease or the Premises, and Landlord shall be the prevailing party in any such action for proceeding, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, Landlord's reasonable attorneys' fees, costs and disbursements and all applicable interest thereon at the statutory rate incurred in connection with such action or proceeding and any appeals, including but not limited to fees on fees incurred to collect said monies.
Landlord’s failure during the Lease term to prepare and deliver any of the statements, notices, or bills for rent and/or additional rent or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the items of rent and/or additional rent that may have become due during the term of this Lease. Tenant’s liability for all such amounts due under this Lease shall survive the expiration of the Term. Nevertheless, any sums due under the Lease must be claimed within two years of when due or within one year from expiration of the Lease. | Rent Payment Schedule | Term and Payment Details |
Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client. | Insurance Requirements | Insurance Coverage Details |
(b) Tenant, at its sole cost and expense, shall maintain and keep the flues, ducts, drains, wastepipes, sewers and connections with the Building's main sewers, in or appurtenant to the Premises, and/or leading from the Premises to the exterior of the Building, and/or located in the Basement of the Building (for the purposes of this subparagraph “b” referred to collectively as the "drainpipes") in good repair and free from all dirt, dust, grease and other obstructions pursuant to a maintenance contract which shall remain in full force and effect throughout the term hereof, and copies of all such maintenance contracts shall be furnished to Landlord; and Tenant, at its sole cost and expense, shall make any necessary replacements of said drainpipes defined above. Further, Tenant, at its sole cost and expense, shall install grease traps where necessary to keep the other elements of the drainpipes free from grease. Tenant, at its sole cost and expense, promptly shall repair any leaks in the drainpipes. Tenant, at its sole cost and expense, shall also repair, maintain and make any necessary replacements of the flues, ducts, drains, wastepipes, grease traps, sewers and connections with the Building's main sewers, no matter where located in or appurtenant to the Building, if any such repairs are made necessary due to the negligence of the Tenant or its agents or employees or Tenant's use of the Premises. | Drainpipe Maintenance and Repair | Maintenance and Repair Requirements |
Tenant shall not directly or indirectly create or permit to be created any mortgage, lien, security interest, pledge, conditional sale, or other encumbrance on the Premises or any part thereof, Tenant's interest under this Lease, or any rent hereunder. The foregoing shall not apply to liens for impositions not yet due, or liens of mechanics, materialmen, suppliers or vendors, incurred in the ordinary course of business for sums which are not yet due, provided that adequate provision for the payment thereof shall have been made and the following paragraph is complied with. | No Encumbrances Allowed | No Encumbrances |
A. STANDARD SOFTWARE AND SERVICES AGREEMENT | Software and Services Agreement | Standard Software and Services Agreement |
occupancy of adjacent Buildings, Tenant shall upon Landlord's demand remedy or remove the condition or conditions complained of. Tenant further covenants and agrees to save Landlord harmless from and against any and all claims, losses, damages, costs, expenses including attorneys’ fees and disbursements, suits and demands whatsoever made or asserted against Landlord by reason of the foregoing. | Remedy Adjacent Conditions | Remedy Adjacent Conditions |
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
$3,000,000, including umbrella coverage, (b) to cover at least the following hazards (1) Premises and operations, including but not limited to flooding, backup of sewers and drains, burglary, theft, and plate glass (2) Tenant's independent contractors; (3) contractual liability for all written and oral contracts; and (4) contractual liability covering the indemnitees contained elsewhere in this Lease, and Liquor Law legal liability insurance.
All insurance maintained by Tenant pursuant to this Article shall name Landlord and Landlord’s managing agent as additional insureds and shall name Tenant as the insured, shall provide that any loss shall be payable notwithstanding any act or failure to act or negligence of Landlord, Tenant or any other person, shall provide that no cancellation, reduction in amount, or material change in coverage thereof will be effective until at least thirty days after mailing by the insurer to Landlord of written notice thereof, and shall be satisfactory to Landlord, acting reasonably, in all other respects. All insurance provided for herein shall be obtained under valid and enforceable policies, issued by financially sound and responsible insurance companies authorized, licensed and admitted to do business in the state in which the Premises and building are located and reasonably approved by Landlord. The insurance companies must have a general policy rating of A or better and a financial class of IX or better by AM Best Co., Inc.
Tenant hereby waives any and all rights of recovery against Landlord, its officers, members, agents, and employees, occurring on or arising out of the use and occupation of the Premises or the building to the extent such loss or damage is covered by proceeds received from insurance required under this Lease to be carried. This waiver of subrogation provision shall be limited to loss or damage to the property of Landlord and Tenant and bodily injury to employees, officers, agents of each party and any other injured member of the public. Tenant shall indemnify Landlord against any loss or expense, including reasonable attorneys’ fees, resulting from the failure to obtain such waiver. This waiver shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss of, or damage to, property of the parties hereto or bodily injury to either party or to members of the public. Inasmuch as the above waiver will preclude the assignment of any aforesaid claim by way of subrogation to an insurance company, Tenant agrees immediately to give to each insurance company providing a policy described in this Article, written notice of the terms of said waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverages by reason of said waiver.
Upon the execution of this Lease and thereafter not less than fifteen days prior to the expiration date of any policy delivered pursuant to this Article, Tenant shall deliver to Landlord the originals of all policies or renewal policies, as the case may be, required by this Lease, bearing notations evidencing the payment of the premiums therefor, which premiums may be paid by Tenant in installments if such payment of premiums by installments is provided for and permitted by such original or renewal policies . In lieu of any such policies, Tenant may deliver certificates of the insurer, in form and substance satisfactory to Landlord, as to the issuance and effectiveness of such policies and the amounts of coverage afforded thereby, accompanied by copies of such policies. Such insurance may be provided through a blanket policy or policies in form and substance satisfactory to Landlord. Such blanket policies shall provide specific allocation to the demised premises of the coverage afforded thereby, and shall give to Landlord no less protection than that which would be afforded by separate policies.
If at any time Tenant shall neglect or fail to provide or maintain insurance or to deliver insurance policies in accordance with this Article, Landlord may effect such insurance as agent for Tenant, by taking out policies in a company satisfactory to Landlord, and the amount of the premiums paid for such
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. | Commercial General Liability Insurance | Commercial General Liability Insurance |
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. | Tenant-Maintained Air Conditioning | Air Conditioning |
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. | As-Is Condition Delivery | Casualty Damage and Restoration |
11. Compliance With Laws. Each Party shall conduct its activities in connection with this agreement in substantial compliance with all applicable laws, rules, regulations, and orders of governmental entities. | Compliance with Laws | Compliance with Laws |
"Base Year Taxes" shall mean the Taxes for the Base Year. | Base Year Taxes | Tax Calculation |
UTILITY SERVICES-DIRECT DAMAGE | Damage Restoration | Damage Restoration |
Crime Additional Coverages DX T4 15
CRIME ADDITIONAL COVERAGE
DEDUCTIBLE *
LIMIT OF INSURANCE
Employee Theft:
$1,000
$10,000
Forgery or Alteration:
$1,000
$25,000
Theft, Disappearance and Destruction: Inside Premises
$1,000
$20,000
Theft, Disappearance and Destruction: Outside Premises
$1,000
$10,000
Money Orders and Counterfeit Paper Currency:
$1,000
$25,000
• 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. | Crime Additional Coverage Details | Crime Additional Coverage Details |
(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. | Fire Control System Installation | Restaurant Hood and Duct Fire Control System |
■ Management Liability Lines — Insurance1 Excess & Surplus / Specialty, in conjunction with E-Risk Services, offers two separate package policies — one for private companies and one for non-profit organizations — with specially designed management liability coverages for businesses. As an added feature, access to industry-leading risk management expertise is provided at no additional cost. For private companies, any combination of these coverages can be selected, with a choice of separate limits of liability for each coverage or an option to share the limit among coverages:
■ Directors & Officers Liability (with full entity coverage)
■ Specialty Crime
■ Cyber Coverage
■ Employment Practices Liability ■ Technology, Media and Professional Services
■ Fiduciary Liability ■ Miscellaneous Professional Liability | Management Liability Lines Insurance | Management Liability Lines |
Personal Property At Premises Outside of the Coverage Territory | Personal Property Outside Coverage Territory | Personal Property At Premises Outside of Coverage Territory |
Offering Circular, dated June 6, 2017
Unless the context otherwise requires, references in this offering circular to “The Goldman Sachs Group, Inc.”, “we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. References to “Goldman Sachs” and the “Goldman Sachs Group” refer to The Goldman Sachs Group, Inc. together with its consolidated subsidiaries. Also, when we refer to “holders” we mean those who own notes registered in their own names, on the books that we or our agents maintain for this purpose; “holders” does not refer to those who own beneficial interests in notes registered in street name or in notes issued in global — i.e., book- entry — form through Euroclear SA/NV, Clearstream Banking, société anonyme, or another depositary. Prospective owners of beneficial interests in the notes issued in global form should read the section entitled “Description of the Program — Form, Exchange, Registration and Transfer” below.
We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this offering circular. Neither this offering circular nor any pricing supplement constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation in that jurisdiction. Neither the delivery of this offering circular, any pricing supplement nor any sale made pursuant to those documents, shall, under any circumstances, create any implication that there has been no change in the affairs of The Goldman Sachs Group, Inc. since the date of the document or that the information contained within the documents is correct as of any time subsequent to its date.
Responsibility Statement The Goldman Sachs Group, Inc. accepts responsibility for the information contained in this offering circular. To the best of the knowledge and belief of The Goldman Sachs Group, Inc. (which has taken all reasonable care to ensure that such is the case), the information contained in this offering circular is in accordance with the facts and contains no omission likely to affect the import of such information. Where information contained in this offering circular has been sourced from a third party, such information has been accurately reproduced and so far as The Goldman Sachs Group, Inc. is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transactions rules of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the Internal Revenue Code of 1986, as amended (“the Code”), including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the notes with the assets of the insurance company or the assets of the plan, should consult with its counsel regarding whether the purchase or holding of the notes could become a “prohibited transaction” under ERISA, the Code or any substantially similar prohibition in light of the representations a purchaser or holder in any of the above categories is deemed to make by purchasing and holding the notes. This is discussed in more detail under “Employee Retirement Income Security Act” below.
TABLE OF CONTENTS
Summary of the Offering Circular .................................................................................................................
4
Risk Factors ................................................................................................................................................
10
Documents Incorporated by Reference ......................................................................................................
32
Introduction..................................................................................................................................................
33
Use of Proceeds ..........................................................................................................................................
33
Description of the Program .........................................................................................................................
34
United States Taxation ..............................................................................................................................
101
Plan of Distribution ....................................................................................................................................
106
Employee Retirement Income Security Act ..............................................................................................
123
Listing and General Information ................................................................................................................
124
Forms of Pricing Supplement ..................................................................................................................
S1-1
SUMMARY OF THE OFFERING CIRCULAR
The following is a summary of the offering circular and the Series H euro medium-term notes program of The Goldman Sachs Group, Inc. and should be read as an introduction to, and in conjunction with, the remainder of the offering circular, including any documents incorporated by reference therein, and the applicable pricing supplement, and you should base your investment decision on a consideration of the offering circular, including any documents incorporated by reference therein, and the applicable pricing supplement as a whole. No civil liability attaches to us in respect of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the remainder of the offering circular, including any documents incorporated by reference therein, and the applicable pricing supplement.
The summary is qualified in its entirety by the remainder of this offering circular, including any documents incorporated by reference therein, and the applicable pricing supplement. If there are any differences between your pricing supplement and this offering circular, your pricing supplement will control with regard to your note.
Issuer
The Goldman Sachs Group, Inc.
Description of issuer
The Goldman Sachs Group, Inc. is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world. We filed our original certificate of incorporation with the Secretary of State of the State of Delaware on July 21, 1998. Our headquarters are located at 200 West Street, New York, NY 10282,
U.S.A., telephone +1 (212) 902-1000. The Goldman Sachs Group, Inc. is a bank holding company and a financial holding company regulated by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Its U.S. depository institution subsidiary, Goldman Sachs Bank USA, is a New York State-chartered bank. The Goldman Sachs Group, Inc. is the parent holding company of the Goldman Sachs Group.
The Goldman Sachs Group’s activities are conducted in the following segments:
(1) Investment Banking:
Financial Advisory, which includes strategic advisory assignments with respect to mergers and acquisitions, divestitures, corporate defense activities, risk management, restructurings and spin-offs, risk management and derivative transactions directly related to these client advisory assignments; and
Underwriting, which includes public offerings and private placements, including local and cross-border transactions, and acquisition finance, of a wide range of securities, loans and other financial instruments, and derivative transactions directly related to these client underwriting activities.
(2) Institutional Client Services:
4
Fixed Income, Currency and Commodities, which includes client execution activities related to making markets in both cash and derivative instruments for interest rate products, credit products, mortgages, currencies and commodities; and
Equities, which includes client execution activities related to making markets in equity products and commissions and fees from executing and clearing institutional client transactions on major stock, options and futures exchanges worldwide, as well as over-the-counter transactions. Equities also includes our securities services business, which provides financing, securities lending and other prime brokerage services to institutional clients, includi | Responsibility Statement | Note Terms and Conditions |
This lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this lease or any obligations under this lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought. In addition, Tenant shall reimburse Landlord on demand for any and all reasonable attorney’s fees incurred by Landlord in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Tenant with respect to this lease. In addition, Landlord shall reimburse Tenant on demand for any and all reasonable attorney’s fees incurred by Tenant in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Landlord with respect to this lease. | No Oral Modifications | Modification of Lease |
62. Rent Control
In the event the fixed annual rent or additional rent or any part thereof provided to be paid by Tenant under the provisions of this Lease during the demised term shall become uncollectible or shall be reduced or required to be reduced or refunded by virtue of any Federal, State, County or City law, order or regulation, or by any direction of a public officer or body pursuant to law, or the orders, rules, code or regulations of any organization or entity formed pursuant to law, whether such organization or entity be public or private, then Landlord, at its option, may at any time thereafter terminate this Lease, by not less than thirty (30) days written notice to Tenant, on a date set forth in said notice, in which event this Lease and the term hereof shall terminate and come to an end on the date fixed in said notice as if the said date were the date originally fixed herein for the termination of the demised term. Landlord shall not have the right so to terminate this Lease if Tenant within such period of thirty (30) days shall in writing lawfully agree that the rentals herein reserved are a reasonable rental and agree to continue to pay said rental, and if such agreement by Tenant shall then be legally enforceable by Landlord.
If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law. | Rent Control Termination | Rent Control |
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. | Services End Date | Services End Date |
Replacement cost (subject to limitations) applies to most types of covered property (See Valuation Loss Condition). | Replacement Cost Valuation | Valuation Loss Condition |
s/p vaginal wall operation for prolapse 2006 s/p Cardiac stent in 1999 s/p hystarectomy in 1970s s/p kidney stone retrieval 1960s | Past Medical History | Surgery History |
additional units.
(2) All orders shall be in writing and shall be in an amount of at least 100 units of Products per order. Under no circumstances will an order bind Supplier unless it is accepted by Supplier. The twelve (12) month forecast of the anticipated need for Products in respect of the DCB Business as of the execution of this agreement shall be the forecast agreed upon between Supplier and Purchaser and attached hereto as Exhibit B. At the Closing and every month during the Term thereafter, Purchaser will submit to Supplier a twelve (12) month rolling forecast of its anticipated orders for Products over each of the upcoming twelve (12) months. In order to enable Supplier to plan its supply of Products to Purchaser, each rolling forecast (including the initial forecast to be delivered at the Closing) will be submitted with a PO so that Purchaser has in effect at all times POs covering Purchaser’s demand for the Product for the three (3) months following the date of any such forecast, which such purchase order, upon acceptance by Supplier, shall constitute a binding purchase commitment. (3 Subject to Section 4(d)(1), Supplier
shall be required to accept within ten
(10) business days all POs placed by Purchaser so long as the quantity of Product ordered on such PO for delivery in any month, together with the quantity of all other Product ordered by Purchaser for delivery in such month, does not exceed 150% of the quantity of such Product indicated in the most current rolling forecast for such month. If Supplier fails to provide acceptance of a PO to Purchaser within such ten (10) business day period, Supplier will be deemed to have accepted such PO.
5. Warranty
5.1 Limited Product Warranty. Supplier warrants to Purchaser that, until the earlier of one year after delivery or the date on which the Product is used by Purchaser, the Products will comply with the applicable specifications of Supplier for the Products in effect as of the date of the relevant PO. Descriptions appearing in Supplier’s literature are meant to generally describe the Products and do not constitute any express warranties. In the event that Supplier gives technical advice with respect to the Products, it is agreed that such advice is given without any liability on Supplier's part. Supplier does not warrant conformity of Products with any samples provided. Any guarantee of specific properties of or in the Products shall only be effective if and to the extent specifically confirmed by Supplier in writing. These warranties shall not apply for Product failure or deficiency due to improper storage, alteration, or the consequences of uses for which the Product was not designed or that adversely affect its integrity, reliability, or performance.
5.2 No Implied Warranties. THIS AGREEMENT MAY BE SUBJECT TO LAWS IN CERTAIN TERRITORIES APPLICABLE TO THE SALE OF PRODUCTS BY SUPPLIER TO PURCHASER, WHICH IMPOSE IMPLIED WARRANTIES, CONDITIONS, OR OBLIGATIONS THAT CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED (OR CAN BE EXCLUDED, RESTRICTED, OR MODIFIED ONLY TO A LIMITED EXTENT). TO THE GREATEST EXTENT ALLOWED BY SUCH LAWS, THE EXPRESS WARRANTY SET FORTH IN SECTION 5(a), AND NOT ANY IMPLIED WARRANTIES, CONDITIONS OR OTHER OBLIGATIONS, SHALL APPLY.
6. Defects, Advisories, Complaints, and Recalls
6.1 Ifcither Party becomes aware of any defect, problem or adverse condition in a Product purchased hereunder, such Party will (subject to compliance with applicable Laws) promptly notify the other Party of such defect, problem or adverse condition.
6.2 If Supplier determines that a removal, correction, recall, advisory or field action (a “Corrective Action”) involving a Product is warranted (whether or not due to a defect, problem or adverse condition reported under Section 6(a) above), or otherwise becomes aware that a Corrective Action involving a Product has been required by an applicable Governmental Authority, it will immediately notify Purchaser in writing and will advise Purchaser of the reasons underlying its determination that a Corrective Action is warranted and Purchaser will cooperate with Supplier in such Corrective Action, as reasonably requested by Supplier, at Supplier’s expense.
6.3 Purchaser shall at its own cost maintain a system of registration of the Products to enable Purchaser to trace the Products with the best possible precision with regard to relevant matters including but not limited to the conditions in which the Products were in prior to being distributed by Purchaser, final destination of the Products, and lot numbers.
6.4 Each Party shall cooperate with the other Party in promptly reviewing, investigating and resolving any written, electronic, or oral communication that alleges deficiencies related to the identity, quality, durability, reliability, safety, effectiveness, or performance of Products or any other “complaint” within the meaning of the U.S. Food and Drug Administration regulations governing medical devices, in each case to the extent related to Products purchased hereunder (“Complaints”).
6.5 Purchaser shall be responsible for all customer support and resolution of Complaints, provided that Supplier shall provide reasonable assistance in connection therewith upon Purchaser’s reasonable request. In addition, Purchaser shall be responsible for complying with all Medical Device Reporting (“MDR”) requirements under 21 C.F.R. Part 803 or similar regulations in other territories for all Product Complaints. Each Party shall promptly notify the other Party of a potential MDR_ reportable event with respect to a Product purchased hereunder.
7. Compliance with Law
7.1 Compliance with Law. Each Party covenants that its performance under this Agreement during the Term shall be in compliance with all federal and state Laws that are material to the operation of its business and the conduct of its affairs, including, but not limited to, any such legal requirements pertaining to the safety of the Products, occupational health and safety, environmental protection, and health care regulations. Supplier shall obtain and maintain all manufacturing site licenses and government Permits, including without limitation health, safety and environmental Permits, necessary for the conduct of its actions and procedures undertaken to supply Product during the term of this Agreement.
Intellectual Property Matters
8.1 Ownership. Except as otherwise provided in the Purchase Agreement, each party recognizes and agrees that, as between the Parties, all Intellectual Property of the other Party is and shall remain the sole property of such other Party. Nothing in this Agreement shall be deemed to confer upon or transfer to either Party any right, title, interest, or license, whether express or implied, in or to any of the other party’s Intellectual Property.
8.2 Trademark Usage. Purchaser covenants and agrees that it will not, during the Term or at any time thereafter, adopt or use Supplier’s Trademarks except as expressly authorized in the Purchase Agreement. Any goodwill associated with the use of a Party’s Trademarks shall inure to the sole benefit of such Party.
Non-Disclosure of Confidential Information
9.1 Definition. As used herein:
(1) “Confidential Information” means:
(A) in respect of Information provided in documentary form or by way of a model or in other tangible or intangible form, Information which at the time of disclosure to the Receiving Party is marked, or otherwise designated, to show expressly or by implication that it is imparted or disclosed in confidence; (B) in respect of Information that is imparted or disclosed orally or by demonstration or presentation, any Information that the Receiving Party has been expressly informed by the Disclosing Party at the time of disclosure to have been imparted or disclosed in confidence;
(C) in respect of Information imparted or disclosed orally or by demonstration or presentation, any note or record of the disclosure; (D) other Information for which it should be reasonably apparent to the Receiving Party from the face or presentation of such Information that such Information should be treated confidentially; (E) any copy of any of the foregoing; and (F) the existence of the discussion or negotiations as contemplated herein or of the possibility of the transactions contemplated hereby.
(2) “Information” means (A) with respect to that disclosed by Supplier, information relating to the Products sold or offered for sale pursuant to this Agreement, by or on behalf of Supplier, to Purchaser, in oral or documentary form or by way of models or other tangible or intangible form or by demonstrations or presentations; and (B) with respect to that disclosed by Purchaser, information relating to Purchaser’s forecasts, purchases or use of Products sold or offered for sale pursuant to this Agreement, by or on behalf of Purchaser, to Supplier, in oral or documentary form or by way of models or other tangible or intangible form or by demonstrations or presentations, including the Purchaser Data.
(3) “Proper Use” means: (A) with respect to Purchaser, the use of Supplier’s Confidential Information for the purpose of effecting the transactions contemplated by this Agreement; and (B) with respect to Supplier, the use of Purchaser’s Confidential Information for the purpose of effecting the transactions contemplated by this Agreement.
(4) “Purchaser Data” means electronic data of Purchaser processed by, stored in, or ac | Confidentiality | Forecast Requirements |