THIS LEASE.
NO SUCH TRANSFER TO AN
AFFILIATE, HOWEVER, SHALL RELEASE TENANT FROM ANY LIABILITY OR OBLIGATION UNDER
THIS LEASE.
AS USED HEREIN, "AFFILIATE" SHALL MEAN ANY ENTITY (A) WHICH OWNS
AND CONTROLS TENANT; (B) IS OWNED AND CONTROLLED BY
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TENANT; (C) IS OWNED AND CONTROLLED BY AN ENTITY DESCRIBED IN (A); (D) WITH
WHICH TENANT MAY MERGE OR CONSOLIDATE; OR (E) WHICH ACQUIRES ALL OR
SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR ASSETS OF TENANT.
LANDLORD
ACKNOWLEDGES THAT AS OF THE DATE HEREOF EMERALD VENTURES, INC., AND CORPORATE
DEVELOPMENT OUTSOURCING, INC., EXISTING OCCUPANTS OF THE PREMISES, ARE
AFFILIATES OF TENANT AND, ACCORDINGLY, A SUBLEASE TO SUCH AFFILIATES DOES NOT
REQUIRE LANDLORD'S CONSENT HEREUNDER.
ARTICLE 14:
PERSONAL PROPERTY, RENT AND OTHER TAXES
Tenant shall pay prior to delinquency all taxes, charges or other governmental
impositions, if any, assessed against or levied upon all fixtures, furnishings,
personal property, systems and equipment located in or exclusively serving the
Premises, and any Work to the Premises under Article 9 or other provisions of
this Lease or related documentation.
Whenever possible, Tenant shall cause all
such items to be assessed and billed separately from the other property of
Landlord.
In the event any such items shall be assessed and billed with the
other property of Landlord, Tenant shall pay Landlord its share of such taxes,
charges or other governmental impositions within ten (10) business days after
Landlord delivers a statement and a copy of the assessment or other
documentation showing the amount of impositions applicable to Tenant's property.
ARTICLE 15:
LANDLORD'S REMEDIES
A.
DEFAULT.
THE OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING
EVENTS SHALL CONSTITUTE A "DEFAULT" BY TENANT AND SHALL GIVE RISE TO LANDLORD'S
REMEDIES SET FORTH IN PARAGRAPH B BELOW: (I) FAILURE TO MAKE WHEN DUE ANY
PAYMENT OF RENT, UNLESS SUCH FAILURE IS CURED WITHIN FIVE (5) DAYS AFTER NOTICE
(WHICH NOTICE MAY BE IN THE FORM OF A LANDLORD STATUTORY FIVE (5) DAY NOTICE);
(II) FAILURE TO OBSERVE OR PERFORM ANY TERM OR CONDITION OF THIS LEASE OTHER
THAN THE PAYMENT OF RENT (OR THE OTHER MATTERS EXPRESSLY DESCRIBED HEREIN),
UNLESS SUCH FAILURE IS CURED WITHIN ANY PERIOD OF TIME FOLLOWING NOTICE
EXPRESSLY PROVIDED WITH RESPECT THERETO IN OTHER ARTICLES HEREOF, OR OTHERWISE
WITHIN A REASONABLE TIME, BUT IN NO EVENT MORE THAN THIRTY (30) DAYS FOLLOWING
NOTICE (PROVIDED, IF THE NATURE OF TENANT'S FAILURE IS SUCH THAT MORE TIME IS
REASONABLY REQUIRED IN ORDER TO CURE, TENANT SHALL NOT BE IN DEFAULT IF TENANT
COMMENCES TO CURE WITHIN SUCH PERIOD, DILIGENTLY SEEKS AND KEEPS LANDLORD
REASONABLY ADVISED OF EFFORTS TO CURE SUCH FAILURE TO COMPLETION); (III) FAILURE
TO PROMPTLY CURE UPON NOTICE THEREOF ANY CONDITION WHICH IS HAZARDOUS,
MATERIALLY INTERFERES WITH ANOTHER TENANT OR THE OPERATION OR LEASING OF THE
PROPERTY, OR MAY CAUSE THE IMPOSITION OF A FINE, PENALTY OR OTHER REMEDY ON
LANDLORD OR ITS AGENTS OR AFFILIATES, (IV) VIOLATING ARTICLE 13 RESPECTING
TRANSFERS, OR (V) (A) MAKING BY TENANT OF ANY GENERAL