IN THIS LEASE BY REFERENCE.
41.09
THE COVENANTS, CONDITIONS AND AGREEMENTS CONTAINED IN
THIS LEASE SHALL BIND AND INURE TO THE BENEFIT OF LANDLORD AND TENANT AND THEIR
RESPECTIVE HEIRS, DISTRIBUTEES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, AND
EXCEPT AS OTHERWISE PROVIDED IN THIS LEASE, THEIR ASSIGNS.
41.10
TENANT HEREBY ACKNOWLEDGES THAT IN ORDER TO AVOID
DELAY, THIS LEASE HAS BEEN PREPARED AND SUBMITTED TO TENANT FOR SIGNATURE WITH
THE UNDERSTANDING THAT IT SHALL NOT BE DEEMED AN OFFER BY LANDLORD OR BIND
LANDLORD UNLESS AND UNTIL IT IS EXECUTED AND DELIVERED BY LANDLORD.
41.11
THE EXTERIOR WALLS OF THE BUILDING, THE PORTIONS OF
ANY WINDOW SILLS OUTSIDE THE WINDOWS AND THE WINDOWS ARE NOT PART OF THE
PREMISES DEMISED BY THIS LEASE AND LANDLORD RESERVES ALL RIGHTS TO SUCH PARTS OF
THE BUILDING.
41.12
WHENEVER EITHER PARTY SHALL BE LIABLE TO THE OTHER
PARTY FOR DAMAGES HEREUNDER, DUE TO ITS OR ITS AGENTS', EMPLOYEES' OR SERVANTS'
NEGLIGENCE OR OTHERWISE, IN ADDITION TO ANY OTHER LIMITATION ON SUCH LIABILITY
SET FORTH HEREIN SAME SHALL BE LIMITED TO THE AMOUNT OF INSURANCE PROCEEDS
ACTUALLY PAID BY THE LIABLE PARTY'S LIABILITY INSURANCE CARRIER WITH RESPECT TO
AND ON ACCOUNT OF SUCH LIABILITY, PLUS THE AMOUNT OF ANY DEDUCTIBLE.
41.13
UPON THE EXPIRATION OR SOONER TERMINATION OF THIS
LEASE OR UPON THE CLOSURE OF TENANT'S OPERATIONS IN THE DEMISED PREMISES OR UPON
THE SALE OR OTHER DISPOSITION OF ALL OR ANY PART OF THE BUILDING OR LAND
THEREUNDER BY LANDLORD, TENANT SHALL, AT ITS SOLE COST AND EXPENSE, COMPLY WITH
ALL APPLICABLE PROVISIONS OF THE NEW JERSEY INDUSTRIAL SITE RECOVERY ACT (AND
ALL AMENDMENTS AND SUCCESSORS THERETO) TO OBTAIN A LETTER OF NON-APPLICABILITY
WITHIN THREE MONTHS AFTER THE EXPIRATION DATE CONFIRMING THAT TENANT IS NOT AN
INDUSTRIAL ESTABLISHMENT) WITH RESPECT TO THE DEMISED PREMISES AND ANY OTHER
PORTION OF THE PROPERTY AFFECTED BY TENANT'S OPERATIONS.
TENANT SHALL INDEMNIFY
AND HOLD HARMLESS LANDLORD AND ANY HOLDER OF A SUPERIOR INSTRUMENT, AND ITS AND
THEIR RESPECTIVE PARTNERS, JOINT VENTURERS, DIRECTORS, OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY, COST, CLAIM
OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING FROM OR IN CONNECTION
WITH TENANT'S FAILURE TO SO COMPLY WITH ALL SUCH PROVISIONS.
41.14
THIS LEASE CONSTITUTES THE ENTIRE AGREEMENT OF THE
PARTIES WITH RESPECT TO THE MATTERS HEREOF, AND MAY NOT BE MODIFIED EXCEPT BY A
WRITTEN INSTRUMENT EXECUTED BY LANDLORD AND TENANT.
41.15
(A)
TENANT REPRESENTS
AND WARRANTS THAT TO ITS ACTUAL KNOWLEDGE (A) TENANT AND EACH PERSON OR ENTITY
OWNING AN INTEREST IN TENANT IS (I) NOT CURRENTLY IDENTIFIED ON THE SPECIALLY
DESIGNATED NATIONALS AND BLOCKED PERSONS LIST MAINTAINED BY THE OFFICE OF
FOREIGN ASSETS CONTROL, DEPARTMENT OF THE TREASURY ("OFAC") AND/OR ON ANY OTHER
SIMILAR LIST MAINTAINED BY OFAC PURSUANT TO ANY AUTHORIZING STATUTE, EXECUTIVE
ORDER OR REGULATION (COLLECTIVELY, THE
74
"LIST"), AND (II) NOT A PERSON OR ENTITY WITH WHOM A CITIZEN OF THE UNITED
STATES IS PROHIBITED TO ENGAGE IN TRANSACTIONS BY ANY TRADE EMBARGO, ECONOMIC
SANCTION , OR