ASSIGNOR IS A PARTY OR
OTHERWISE HAS KNOWLEDGE AFFECTING ANY PORTION OF THE PREMISES.
(d)
The copy of the Lease attached hereto as Exhibit A is a true and
correct copy of the Lease, and there have been no modifications or amendments to
the Lease except as set forth in said Exhibit A.
5.
IN CONNECTION WITH THE ASSIGNMENT OF THE LEASE FROM ASSIGNOR TO
ASSIGNEE, THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY:
(A)
ON OR BEFORE MARCH 9, 2007, ASSIGNOR SHALL DELIVER POSSESSION OF
THE PREMISES TO ASSIGNEE IN BROOM CLEAN CONDITION WITH ALL OF ASSIGNOR'S
PERSONAL PROPERTY REMOVED THEREFROM AND WITH THE DECOMMISSIONING WORK (DEFINED
BELOW) COMPLETE IN ALL RESPECTS.
NOTWITHSTANDING THIS ASSIGNMENT, ASSIGNOR
SHALL HAVE THE RIGHT TO OCCUPY APPROXIMATELY 11,000 SQUARE FEET OF OFFICE SPACE
AS SET FORTH ON THE PLAN ATTACHED HERETO AS EXHIBIT A (THE "RETAINED OFFICE
SPACE") UNTIL MARCH 31, 2007.
IF ASSIGNOR FAILS TO DELIVER POSSESSION OF THE
RETAINED OFFICE SPACE TO ASSIGNEE AS AFORESAID ON OR BEFORE APRIL 1, 2007, THEN
ASSIGNOR SHALL PAY TO ASSIGNEE THE AMOUNT OF (I) $5,000.00 FOR EACH AND EVERY
DAY THAT ELAPSES AFTER APRIL 1, 2007, AND (II) $10,000 FOR EACH AND EVERY DAY
THAT ELAPSES AFTER APRIL 15, 2007, UNTIL ASSIGNOR DELIVERS TO ASSIGNEE
POSSESSION OF THE RETAINED OFFICE SPACE IN THE CONDITION REQUIRED ABOVE.
WITHOUT LIMITATION OF THE FOREGOING, ASSIGNOR AGREES THAT ASSIGNEE MAY AT ANY
TIME AFTER APRIL 30, 2007, COMMENCE LEGAL ACTION AGAINST ASSIGNOR TO RECOVER
POSSESSION OF THE RETAINED OFFICE SPACE.
ASSIGNOR AND ASSIGNEE SHALL COOPERATE
WITH EACH OTHER FROM THE EFFECTIVE DATE THROUGH THE DEPARTURE DATE (AS
HEREINAFTER DEFINED) SO AS TO ACCOMMODATE THEIR SHARED OCCUPANCY OF THE PREMISES
DURING THIS PERIOD.
(B)
ASSIGNOR SHALL PAY FOR ALL UTILITIES AND OTHER SERVICES USED AT
THE PREMISES UNTIL THE DATE (THE "DEPARTURE DATE") THAT IS THE LATER TO OCCUR OF
MARCH 31, 2007, AND THE DATE ON WHICH ASSIGNOR ACTUALLY DELIVERS POSSESSION OF
THE RETAINED OFFICE SPACE TO ASSIGNEE IN THE CONDITION REQUIRED ABOVE.
ALL
UTILITIES AND OTHER SERVICES FROM AND AFTER THE DEPARTURE DATE SHALL BE AT THE
SOLE COST AND EXPENSE OF ASSIGNEE.
(C)
IF ASSIGNEE OCCUPIES AND/OR CONDUCTS ITS BUSINESS OPERATIONS
WITHIN THE PREMISES, I.E., AS OPPOSED TO PREPARING THE PREMISES FOR ASSIGNEE'S
OCCUPANCY, PRIOR TO JULY 1, 2007, ASSIGNEE SHALL REIMBURSE ASSIGNOR ALL YEARLY
RENT, OPERATING EXPENSES AND TAXES FOR THE PERIOD COMMENCING ON THE DATE THAT
ASSIGNEE FIRST OCCUPIES AND/OR CONDUCTS BUSINESS OPERATIONS IN THE PREMISES.
BY
WAY OF EXAMPLE, IF ASSIGNEE COMMENCES BUSINESS OPERATIONS WITHIN THE PREMISES ON
MAY 5, 2007, ASSIGNEE SHALL PAY ASSIGNOR WITHIN FIVE (5) DAYS OF OCCUPANCY OF
THE PREMISES, AN AMOUNT EQUAL TO THE SUM OF THE YEARLY RENT, OPERATING EXPENSES
AND TAXES PAID FOR THE PERIOD COMMENCING ON MAY 5, 2007 AND ENDING JUNE 30,
2007.
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(D)
ASSIGNOR SHALL PROVIDE ASSIGNEE WITH COPIES OF ANY PERMITS
ASSIGNOR OBTAINED FROM THE TOWN OF LEXINGTON PRIOR TO ITS OCCUPANCY OF THE
PREMISES.
(E)
ON OR BEFORE MARCH 9,