Exhibit 10(e)(e)
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT by and between LIUSKI INTERNATIONAL, INC.
("Sublessor") and GENERAL INSTRUMENT CORPORATION, OF DELAWARE, ("Sublessee"), is
executed this 8th day of January, 1996.
W I T N E S S E T H:
WHEREAS, Sublessee desires to sublet from Sublessor all that space located
at 2009 McKenzie Road, Suite 102, and demised and let to Sublessor (the
"Premises") pursuant to that certain Lease Agreement (the "Base Lease") dated
October 1, 1991, by and between Trammell Crow Company No. 91 and Petula
Associates Limited (together "Base Landlord") as Lessor and Liuski
International, Inc. as Lessee, a true and correct copy of which Base Lease is
attached hereto as Exhibit A and incorporated herein by reference for all
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purposes, such Base Lease having been assigned by Trammell Crow Company No. 91
to Petula Associates Limited and amended by that certain Extension and Amendment
No. __ to Lease Agreement dated March 16, 1993 and as further amended by that
certain Extension to Lease Agreement No. 2 dated April 25, 1995; and
WHEREAS, Sublessor desires to sublet to Sublessee the Premises on the
conditions hereinafter set forth; and
NOW, THEREFORE, Sublessor for and in consideration of the rents, covenants
and agreements hereinafter contained on the part of Sublessee to be paid, kept,
and performed does hereby sublet and demise unto Sublessee, and Sublessee hereby
takes and hires from Sublessor, the Premises together with all fixtures
installed therein subject to all terms and conditions contained in the Base
Lease, except as otherwise noted herein;
TO HAVE AND TO HOLD, the same unto Sublessee, its successors and assigns
for the term hereinafter described and upon the rental, terms, covenants,
conditions and provisions hereinafter set forth. Sublessor and Sublessee hereby
agree as follows:
1. Term. Unless otherwise terminated or extended under the terms hereof,
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this Sublease shall be for a term beginning on the date hereof and ending two
years later (the "Sublease Term").
2. Base Rental. In consideration of this Sublease Agreement, Sublessee
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promises and agrees to pay the Sublessor a basic rental of $6,643.10 per month
("Base Rent"), for the first calendar month and for each subsequent calendar
month during the Sublease Term, such basic rental for the first calendar month
payable upon the execution hereof and thereafter payable monthly in advance on
the first day of each calendar month during the Sublease Term. If the Sublease
commences or ends at any time other than the first day of the calendar month,
then the installment of Base Rent for such partial month shall be appropriately
prorated and rent for any partial calendar month at the commencement of the
Sublease Term shall be payable upon commencement of the Sublease Term.
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The Base Rent amount is inclusive of any and all amounts payable by
Sublessor to Base Landlord under the Base Lease, including but not limited to,
charges for electricity, water, landscaping, maintenance, taxes, insurance,
operating expenses and any other amounts set forth in paragraphs 2 and 3 of the
Base Lease. Notwithstanding the foregoing, Sublessee shall pay for all gas,
telephone, and sewer used by Sublessee on or at the Premises, together with any
taxes, penalties, surcharges or the like pertaining to the Sublessee's use of
the Premises (together, the, "Utilities"), and any maintenance charges for
Utilities only. In the event that any of these Utilities are jointly metered,
Sublessee shall pay its pro rata share, as reasonably determined by Sublessor,
of all charges therefor, Any amounts due under the Base Lease in excess of the
Base Rent and the Utilities shall bc the sole obligation of Sublessor.
3. Common Areas. Under the terms of this Sublease Agreement, Sublessee
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shall have the use in common with other occupants with rights thereto to those
common areas shown on Exhibit B hereto.
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4. Repairs. Sublessee shall be responsible for the Lessee's Repairs set
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forth in paragraph 5 of the Base Lease only as such pertain to the improvements
on the Premises that Sublessee is using. Sublessor shall remain wholly liable
for maintenance of and repairs on all other parts of the Premises for which the
Lessee under the Sublease is responsible, including but not limited to, the
landscape and the grounds surrounding the Premises and the parking areas,
driveways and alleys surrounding the Premises; provided, however, that any
repairs necessitated by Sublessee's use of the Premises or the area surrounding
the Premises shall be the responsibility of Sublessee. Sublessee will not accept
assignment of nor assume any liability under any preventive maintenance/service
contract for HVAC and not water systems and equipment on the Premises or any
contract for Security and/or protective services for the Premises.
5. Railroad. Sublessor represents and warrants that there are no spur or
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rail tracks serving the Premises nor are there any repair and/or maintenance
obligations for any rail or spur tracks affecting the Premises for which the
Lessee under the Base Lease would be responsible, in whole or in part. Sublessor
agrees to indemnify and hold harmless Sublessee against all liabilities and
costs arising from claims related to any such maintenance or repair obligation.
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6. Alterations. Sublessor consents to Sublessee making, at its sole option
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and expense, the alterations, additions or improvements to the Premises shown on
Exhibit C attached hereto, provided that such alterations, additions or
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improvements are in compliance with the requirements set forth in the second
sentence of paragraph 6 of the Base Lease. Sublessee shall not make any other
alterations, additions or improvements to the premises, unless otherwise allowed
by the Base Lease, without the prior written consent of the Base Landlord.
Except as otherwise set forth herein, all alterations, additions or improvements
made by Sublessee to the Premises shall remain on the Premises at the
termination of this Sublease and Sublessee shall have no obligation restore the
Premises to its condition at the date of this Sublease. Notwithstanding the
foregoing, the improvements made to the "IQC" and "PPHE" rooms, as set forth in
that certain letter from Trammell Crow Dallas/Fort Worth to Bill Morin of
General Instrument, dated December 6, 1995, set forth as Exhibit D hereto, shall
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be removed on or before the earlier to occur of the date of termination of this
Sublease or the vacating of the Premises, at which time Sublessee shall restore
such rooms to their condition at the date of this Sublease. All alterations,
installations, removals and restoration shall be performed in a good and
workmanlike manner.
7. Liens. Sublessee has no authority, express or implied, to create or
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place any lien or encumbrance of any kind or nature whatsoever upon, or in any
manner to bind the interest of Sublessor or Sublessee in the Premises or to
charge the rentals payable hereunder for any claim in favor of any person
dealing with Sublessee, including those who may furnish materials or perform
labor for any construction or repairs. Sublessee covenants and agrees that it
will pay or cause to be paid all sums legally due and payable by it on account
of any labor performed or materials furnished in connection with any work
performed on the Premises and that it will save and hold Sublessor harmless from
any and all loss, cost or expense based on or arising out of asserted claims or
liens against the leasehold estate or against the rights and interests Sublessor
in the Premises or under this Sublease. Sublessee agrees to give Sublessor
immediate written notice of the placing of any lien or encumbrance against the
Premises.
8. Signage. Sublessor consents to Sublessee posting, at its sole option and
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expense, the signage shown on Exhibit E attached hereto. Sublessee shall not use
any other signage without the prior written consent of the Base Landlord.
Sublessor shall repair, paint, and/or replace the building facia surface to
which its signs are attached upon the commencement of this Sublease. Likewise,
Sublessee shall repair, paint, and/or replace the building facia surface to
which its signs are attached upon vacation of the premises or the removal or
alteration of its signage.
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9. Base Lease Obligations. Sublessor agrees that its rights under the Base
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Lease insofar as they may affect the Premises (excepting such fights as are
personal to Sublessor) may be enforceable by Sublessee against the Base Landlord
under the Base Lease on behalf of Sublessor. Further, provided Sublessee fully
and timely complies with all of its obligations hereunder and specifically
subject to Sublessee's performance of the covenants contained in paragraphs 2
and 18 hereof, Sublessor hereby agrees to make payments of Base Rental and
payments required under Articles 2, 3 and 9 of the Base Lease in a timely manner
as therein provided, and to perform any other Base Lease obligations that remain
its responsibility under this Sublease Agreement. If Sublessor fails to perform
any such obligations, Sublessee may do so, in which event Sublessor shall
reimburse Sublessee for all costs incurred by Sublessee in doing so upon demand
with interest thereon from the date thereof until paid at the rate of 18% per
annum.
10. Assumption of Base Lease Obligations. Sublessee hereby assumes and
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agrees to keep, observe, and perform all obligations, covenants, and conditions
to be kept, observed, or performed by Sublessor under the terms of the Base
Lease with respect to the Premises, except as otherwise set forth herein. Such
covenants shah be performable for the benefit of Sublessor as well as Base
Landlord. If Sublessee fails to perform any such assumed obligations, Sublessor
may do so, in which event Sublessee shall reimburse Sublessor for all costs
incurred by Sublessor in doing so upon demand with interest thereon from the
date thereof until paid at the rate of 18% per annum.
11. Indemnity
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(a) Definitions.
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(i) As used herein "Hazardous Materials" include any (i)
"Hazardous Waste" as defined by The Resource Conservation and Recovery Act of
1976 (42 U.S.C. Section 6901 et. seq.), as amended from time to time ("RCRA"),
and regulations promulgated thereunder; and "Hazardous Substance" as defined by
The Comprehensive Environmental Response, Compensation and Liability Act of 1980
(42 U.S.C. Section 9601 et. seq.), as amended from time to time ("CERCLA"); (ii)
asbestos; (iii) polychlorinated biphenyls; (iv) any substance, the presence of
which on the premises of Sublessor's business, is prohibited by applicable law;
(v) oil, petroleum or any petroleum products or by-products; (vi) any other
substance which, according to applicable law, requires special handling or
notification of any Federal, state or local governmental entity in its
collection, processing, handling, storage, transport, treatment or disposal or
exposure thereto; (vii) any substance, which if not properly disposed, may
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pollute, contaminate, harm or have any detrimental effect on the environment;
(viii) underground storage tanks, whether empty, filled or partially filled with
any substance; and (ix) any other pollutant, toxic substance, hazardous
substance, hazardous waste, hazardous material or hazardous substance as
regulated by or defined in or pursuant to any Environmental Law (hereinafter
defined), whether existing as of the date hereof, previously enforced, or
subsequently enacted.
(ii) As used herein, "Release" shall mean any spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping or disposing.
(iii) As used herein, "Environmental Law" shall mean any
environmental or health and/or safety-related law, regulation, rule, ordinance,
or order at the Federal, state, or local level, whether existing as of the date
hereof, previously enforced, or subsequently enacted, including but not limited
to: (i)CERCLA, as amended by the Superfund Amendments and Reauthorization Act of
1986, 42 USCA 9601 et seq.; (ii) Solid Waste Disposal Act, as amended by RCRA,
as amended by the Hazardous and Solid Waste Amendments of 1984, 42 USCA 6901 et
seq.; (iii) Federal Water Pollution Control Act of 1972 as amended by the Clean
Water Act of 1977, as amended, 33 USCA 1251 et seq.; (iv) Toxic Substances
Control Act of 1976, as amended, 15 USCA 2601 et seq.; (v) Emergency Planning
and Community Right-to-Know Act of 1986, 42 USCA 11001 et seq.; (vi) Clean Air
Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 USCA 7401 et
seq.; (vii) National Environmental Policy Act of 1970, as amended, 42 USCA 4321
et seq.; (viii) Rivers and Harbors act of 1970, as amended, 33 USCA 401 et seq.;
(ix) Endangered Species Act of 1973, as amended, 16 USCA 1531, et seq.; (x)
Occupational Safety and Health Act of 1970, as amended, 29 USCA 651 et seq.;
(xi) Safe Drinking Water Act of 1974, as amended, 42 USCA 300 (f) et seq.and
(xii) any and all laws, regulations, and executive orders, federal, state and
local, pertaining to environmental matters, as the same may be amended or
supplemented from time to time, and any other federal, state, or local law,
regulation, rule, ordinance or order, whether currently in existence or
hereafter enacted which governs:
(a) the existence, cleanup and/or remediation of toxic or
hazardous materials;
(b) the Release, emission, discharge or presence of
Hazardous Materials into or in the environment;
(c) the control of Hazardous Materials; or
(d) the use, generation, transport, treatment, storage,
disposal, removal or recovery of Hazardous Materials.
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(b) Sublessor Indemnity.
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(i) General Indemnity. Sublessor hereby agrees to indemnify,
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defend and hold harmless Sublessee on the terms described in paragraph 11 of the
Base Lease, with said paragraph modified for the purpose of application to this
Sublease Agreement by replacing the word "Lessee" with the word "Sublessor" and
the word "Lessor" with the word "Sublessee." This indemnity shall not include or
extend to the period that Sublessee occupies the Premises; provided, however,
that to the extent that Sublessor's employees or agents have access to the
Premises during Sublessee's occupancy, the indemnification given by Sublessor
pursuant to this paragraph 11(b)(i) shall include and extend to any actions of
Sublessor's employees or agents when on the Premises.
(ii) Environmental Indemnity.
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a. Sublessor agrees to indemnify, defend (with counsel
reasonably approved by Sublessee), and save Sublessee and the directors,
officers, shareholders, trustees, employees, and agents of Sublessee harmless
from and against any claims (including, without limitation, third party claims
for personal injury or real or personal property damage), actions,
administrative proceedings, judgments, damages, punitive damages, penalties,
fines, costs, liabilities (including sums paid in settlement of claims),
interest, or losses, including reasonable attorneys' and paralegals' fees and
expenses (and including, without limitation, any such fees and expenses incurred
in enforcing this Environmental Indemnity or collecting any sums due hereunder),
consultant fees, and expert fees, together with all other costs and expenses of
any kind or nature (collectively, the "Costs") that arise directly or indirectly
from or in connection with the presence, suspected presence, release, or
suspected release of any Hazardous Materials in or into the air, soil,
groundwater, or surface water at, on, about, under, or within the Premises, or
any portion thereof, or alleged to have migrated from the Premises, which
presence, release or alleged migration is proved to arise out of or to be
attributed to Sublessor's use or occupancy of the Premises prior to the
commencement of this Sublease or after the termination of this Sublease. In the
event Sublessee shall pay or incur or be found liable for payment of any such
Costs, Sublessor shall pay to Sublessee the total of all such Costs promptly
upon demand therefor by Sublessee. Prior to making any payments for which
Sublessor may be liable under this paragraph 11(b), Sublessee shall, unless
prohibited by law or by its own creditors, give Sublessor thirty (30) days prior
written notice of its intent to make such payment.
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b. Without limiting the generality of the foregoing
11(b)(ii)a., the indemnification provided for in this paragraph 11(b)(ii) shall
specifically cover claims brought by or on behalf of employees, tenants, and
invitees of Sublessor or Sublessee relating to Hazardous Materials at the
Premises or alleged to have migrated from the Premises and attributed to
Sublessor's use or occupancy of the Premises prior to the commencement of this
Sublease or after the termination of this Sublease; capital, operating, and
maintenance costs incurred in connection with any investigation or monitoring of
site conditions; any clean-up, containment, remedial, removal, mitigation, or
restoration work required or performed by any governmental authority or
performed by any nongovernmental entity or person because of Hazardous Materials
at the Premises or alleged to have migrated from the Premises and attributed to
Sublessor's use or occupancy of the Premises prior to the commencement of this
Sublease or after the termination of this Sublease; any response or oversight
costs claimed by any governmental authority pertaining to any action relating to
Hazardous Materials at the Premises or alleged to have migrated from the
Premises and attributed to Sublessor's use or occupancy of the Premises prior to
the commencement of this Sublease or after the termination of this Sublease; any
claim asserted for damage to natural resources caused by Hazardous Materials at
the Premises or alleged to have migrated from the Premises and attributed to
Sublessor's use or occupancy of the Premises prior to the commencement of this
Sublease or after the termination of this Sublease; any claim asserted for
multiple damages or penalties assessed as the result of Hazardous Materials at
the Premises or alleged to have migrated from the Premises and attributed to
Sublessor's use or occupancy of the Premises prior to the commencement of this
Sublease or after the termination of this Sublease; and any claims of third
parties for loss or damage due to such Hazardous Materials. It is the intent of
the parties that this indemnity shall govern and determine the respective rights
and obligations of Sublessor and Sublessee with respect to liability for Costs
to the fullest extent allowed by applicable law, notwithstanding contrary rights
and remedies otherwise allowed by applicable law. Sublessor hereby waives and
relinquishes any such contrary rights and remedies to the fullest extent allowed
by applicable law.
c. Anything to the contrary notwithstanding, Sublessor has
no obligation with regard to any Hazardous Materials that Sublessor proves were
placed on the Premises during the time Sublessee occupies the Premises.
d. In the event that Sublessee undertakes an environmental
investigation of the Premises, solely on its own initiative, and such
investigation does not reveal the presence, release or migration of Hazardous
Materials in or onto the air, soil, groundwater or surface water at, on, about,
under, or within the Premises or any portion thereof (the "Presence of Hazardous
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Materials"), notwithstanding anything to the contrary set forth herein,
Sublessee shall pay for such investigation. ff such investigation does reveal
the Presence of Hazardous Materials, Sublessor's Indemnity, as contained in this
paragraph 11, shall fully apply.
(c) Sublessee's Indemnity.
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(i) General Indemnity. Sublessee hereby agrees to indemnify,
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defend and hold harmless Sublessor on the terms described in paragraph 11 of the
Base Lease, with said paragraph modified for the purpose of application to this
Sublease Agreement by replacing the word "Lessee" with the word "Sublessee" and
the word "Lessor" with the word "Sublessor." This indemnity shall only include
claims that arise out of Sublessee's use or occupancy of the Premises; provided,
however, that to the extent that Sublessee's employees or agents have access to
the Premises during Sublessor's use or occupancy of the Premises, the
indemnification given by Sublessee pursuant to this paragraph 11(c)(i) shall
include and extend to any actions of Sublessee's employees or agents when on the
Premises.
(ii) Environmental Indemnity.
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a. Sublessee agrees to indemnify, defend (with counsel
reasonably approved by Sublessor), and save Sublessor and the directors,
officers, shareholders, trustees, employees, and agents of Sublessor harmless
from and against any claims (including, without limitation, third party claims
for personal injury or real or personal property damage), actions,
administrative proceedings, judgments, damages, punitive damages, penalties,
fines, costs, liabilities (including sums paid in settlement of claims),
interest, or losses, including reasonable attorneys' and paralegals' fees and
expenses (and including, without limitation, any such fees and expenses incurred
in enforcing this Agreement or collecting any sums due hereunder), consultant
fees, and expert fees, together with all other costs and expenses of any kind or
nature (collectively, the "Costs") that arise directly or indirectly from or in
connection with the presence, suspected presence, release, or suspected release
of any Hazardous Materials in or into the air, soil, groundwater, or surface
water at, on, about, under, or within the Premises, or any portion thereof, or
alleged to have migrated from the Premises which presence, release or alleged
migration is proved to arise out of or be attributed to Sublessee's use or
occupancy of the Premises during the term of this Sublease. In the event
Sublessor shall pay or incur or be found liable for payment of any such Costs,
Sublessee shall pay to Sublessor the total of all such Costs promptly upon
demand therefor by Sublessor. Prior to making any payments for which Sublessee
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may be liable under this paragraph 11(c), Sublessor shall, unless prohibited by
law or by its own creditors, given Sublessee thirty (30) days prior written
notice of its intent to make such payment.
b. Without limiting the generality of the foregoing
11(c)(ii)a., the indemnification provided for in this paragraph 11(c)(ii) shall
specifically cover claims brought by or on behalf of employees, tenants, and
invitees of Sublessee or Sublessor relating to Hazardous Materials at the
Premises or alleged to have migrated from the Premises and attributed to
Sublessee's use or occupancy of the Premises during the term of this Sublease;
capital, operating, and maintenance costs incurred in connection with any
investigation or monitoring of site conditions; any clean-up, containment,
remedial, removal, mitigation, or restoration work required or performed by any
governmental authority or performed by any nongovernmental entity or person
because of Hazardous Materials at the Premises or alleged to have migrated from
the Premises and attributed to Sublessee's use or occupancy of the Premises;
during the term of this Sublease; any response or oversight costs claimed by any
governmental authority pertaining to any action relating to Hazardous Materials
at the Premises or alleged to have migrated from the Premises and attributed to
Sublessee's use or occupancy of the Premises during the term of this Sublease;
any claim asserted for damage to natural resources caused by Hazardous Materials
at the Premises or alleged to have migrated from the Premises and attributed to
Sublessee's use or occupancy of the Premises during the term of this Sublease;
any claim asserted for multiple damages or penalties assessed as the result of
Hazardous Materials at the Premises or alleged to have migrated from the
Premises and attributed to Sublessee's use or occupancy of the Premises during
the term of this Sublease; and any claims of third parties for loss or damage
due to such Hazardous Materials. It is the intent of the parties that this
indemnity shall govern and determine the respective rights and obligations of
Sublessee and Sublessor with respect to liability for Costs to the fullest
extent allowed by applicable law, notwithstanding contrary rights and remedies
otherwise allowed by applicable law. Sublessee hereby waives and relinquishes
any such contrary rights and remedies to the fullest extent allowed by
applicable law.
c. Anything to the contrary notwithstanding, Sublessee has
no obligation with regard to any Hazardous Materials that Sublessee demonstrates
were placed on the Premises at any other time than the period Sublessee occupies
the Premises.
d. In the event that Sublessor undertakes an environmental
investigation of the Premises, solely on its own initiative, and such
investigation does not reveal the presence, release or migration of Hazardous
Materials in or onto the air, soil, groundwater or surface water at, on, about,
under, or within the Premises or any portion thereof (the "Presence of Hazardous
Materials"), notwithstanding anything to the contrary set forth herein,
Sublessor shall pay for such investigation. If such investigation does reveal
the Presence of Hazardous Materials, Sublessee's Indemnity, as contained in this
paragraph 11, shall fully apply.
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12. Use. In addition to the uses allowed by the Base Lease, the Premises
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may be used for electronics assembly, assembling, shipping and selling products,
and any uses incidental to the uses enumerated either in the Base Lease or
herein ("Permitted Uses"). Sublessor and Base Landlord acknowledge that
Sublessee shall be receiving, shipping and handling those materials listed on
Exhibit F attached hereto, in connection with its use of the Premises, such
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materials to be identified as "Permitted Materials" as such term is defined in
the Base Lease, Exhibit C, Special Provisions, Paragraph 25A. Likewise,
Sublessor and Base Landlord acknowledge that Sublessee shall be conducting the
activities described on Exhibit G attached hereto, which shall produce the waste
streams shown on Exhibit H attached hereto, such activities to be identified as
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"Permitted Activities" as such term is defined in the Base Lease, Exhibit C,
Special Provisions, Paragraph 25A. Sublessor and Base Landlord consent to the
Permitted Uses, the Permitted Materials and the Permitted Activities to the
extent required by the Base Lease. Notwithstanding the foregoing, Sublessee
hereby acknowledges that its use of the Premises shall comply with all
governmental laws, ordinances and regulations applicable to the use of the
Premises, and promptly shall comply with all governmental orders and directives
for the correction, prevention and abatement of nuisances in or upon, or
connected with, the Premises, all at Sublessee's sole expense. In no event shall
the acknowledgements set forth in this paragraph 12 serve to limit the liability
of Sublessee for any damages, penalties, fines, or causes of action arising out
of the Permitted Uses, Permitted Materials and/or the Permitted Activities.
13. Holdover. In no event shall any holdover by Sublessor under the terms
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of the Base Lease be construed as holdover by or the responsibility of the
Sublessee.
14. Renewal Option. Sublessee may extend the Sublease Term for a term equal
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to the remainder of the term under the Base Lease, beginning immediately after
the end of the Sublease Term. The terms and conditions of the Sublease during
the renewal term shall be the same as those governing the primary term.
Sublessee may exercise its renewal option by giving written notice to Sublessor
for the exercise of such option at least ninety (90) days before the Sublease
Term ends.
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15. Events of Default/Remedies. In the event that Sublessee shall default
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in the performance, keeping, or observance of any covenant, condition or
undertaking to be performed, kept, or observed by Sublessee hereunder or, in the
event that any of the events of default set forth in paragraph 18 of the Base
Lease shall occur with respect to Sublessee (with the word "Sublessee" replacing
the word "Lessee" in paragraph 18 of the Base Lease for the purposes of this
paragraph), and Sublessee fails to cure such default on or before twenty (20)
days following the receipt of written notice of such default by Sublessor to
Sublessee, Sublessor shall have all those remedies described in Paragraph 19 of
the Base Lease, with said article modified for purpose of application of this
Sublease Agreement by replacing the word "Lessor" with the word "Sublessor", the
word "Lessee" with the word "Sublessee", the phrase "this Lease" with the phrase
"this Sublease Agreement" wherever such words or phrases occur.
16. No Subletting or Assignment. Except to the extent permitted by the Base
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Lease, Sublessee shall not assign or sublet this Sublease or the Premises
without the prior written consent of Sublessor.
17. Termination.
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(a) In the event that the Base Lease is terminated for any
reason other than (i) Sublessor's failure to pay Base Rent or installments of
rent or other amounts due pursuant to paragraph 2 of the Base Lease upon timely
performance by Sublessee of its rental obligations stated in paragraph 2 hereof,
or (ii) the voluntary agreement of Sublessor and Base Landlord, then this
Sublease Agreement shall be terminated as of the date of termination of the Base
Lease, and rent for the final calendar month shah be prorated by days.
(b) All obligations of Sublessee hereunder not fully
performed as of the expiration or earlier termination of the Sublease Term shall
survive the expiration or earlier termination of the Sublease Term, including
without limitation, all payment obligations owed by Sublessee and all
obligations concerning the condition and repair of the Premises owed by
Sublessee.
(c) Prior to the occupancy of the Premises by Sublessee,
both Sublessee and Sublessor will make a physical inspection of the Premises to
identify any existing conditions in need of repair or replacement. The condition
of the Premises at such inspection shall be called the "Baseline Condition". The
items identified will be attached to this Sublease Agreement as Exhibit I and
Sublessee and Sublessor agree that the repair and/or replacement thereof will
not be Sublessee's responsibility so long as the physical condition in question
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is not further damaged or deteriorated due to Sublessee's use. Except as set
forth in paragraph 6 hereto, upon the expiration or earlier termination of the
Sublease Term, Sublessee shall return the Premises to its condition and repair
at the commencement of this Sublease, the Baseline Condition, reasonable wear
and tear excepted. In the event that Sublessee fails to return the Premises to
the Baseline Condition, Sublessee shall pay to Sublessor any amount reasonably
estimated by Sublessor as necessary to return the Premises to the Baseline
Condition.
18. Insurance. Sublessee shall maintain, at its sole cost and expense,
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throughout the Sublease Term, insurance insuring Sublessee against any and all
liability for property damage and injury to or death of any person or persons
occasioned by, or arising out of or in connection with the use or occupancy of
the Premises. Sublessee shah also maintain fire and extended coverage covering
the replacement costs of the items set forth in paragraph 9 of the Base Lease.
Such insurance shall be in the amounts set forth in paragraph 9 of the Base
Lease, and shall comply in all respects with the requirements set forth in
paragraph 9 of the Base Lease. Sublessee shah deliver to Sublessor upon
commencement of the Sublease Term (and upon each renewal of said insurance)
certificates of insurance evidencing this coverage.
19. Legal Construction. In the event this Sublease Agreement is construed
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to effect an assignment as opposed to a sublease, as a matter of law, this
Sublease Agreement shall nevertheless be performable in accordance with its
terms insofar as permitted. If Base Landlord asserts the right to receive
rentals directly from Sublessee, Sublessee shall make such rental payments
directly to Base Landlord and such payments shah be a pro tanto credit against
rentals due from Sublessee hereunder and against rentals due from Sublessor
under the terms of the Base Lease.
20. Surrender. Sublessee shall deliver the Premises to Sublessor, upon the
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termination of this Sublease Agreement for any reason, in as good a condition as
of the date of execution hereof, ordinary wear and tear excepted.
21. Severability. If any clause or provision of this Sublease Agreement is
------------
illegal, invalid or unenforceable under present or future laws effective during
the term of this Sublease Agreement, then and in that event, it is the intention
of the parties hereto that the remainder of this Sublease Agreement shall not be
affected thereby. It is also the intention of the parties to this Sublease
Agreement that in lieu of each clause or provision of this Sublease Agreement
that is illegal, invalid or unenforceable, there be added as a pan of this
Sublease Agreement a clause or provision as similar in terms to such illegal,
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invalid or unenforceable clause or provision as may be possible and be legal,
valid and unenforceable.
22. Entire Agreement. This Sublease Agreement contains the entire agreement
----------------
between the parties and may not be altered, changed or amended, except by
instrument in writing signed by both parties hereto. No provision of this
Sublease Agreement shall be deemed to have been waived by Sublessor unless such
waiver be in writing signed by Sublessor and addressed to Sublessee, nor shall
any custom or practice which may grow up between the parties in the
administration of the terms hereof be construed to waive or lessen the right of
Sublessor to insist upon the performance by Sublessee in strict accordance of
the terms hereof.
23. Captions. The captions contained in this Sublease Agreement are for
--------
convenience of reference only, and in no way limit or enlarge the terms and
conditions of this Sublease Agreement.
24. Place of Performance. Sublessee shall perform all covenants, conditions
--------------------
and agreements contained herein, including, but not limited to payment of rent,
in Dallas County, Texas. This Sublease Agreement is declared to be a Texas
contract, and all the terms hereof shah be construed according to the laws of
the State of Texas.
25. Successors and Assigns. This Sublease Agreement shall be binding upon
----------------------
and inure to the benefit of the successors and assigns of Sublessor, and shall
be binding upon and inure to the benefit of Sublessee, its successors, and, to
the extent assignment may be approved by Sublessor hereunder, Sublessee's
assigns. All rights and remedies of Sublessor under this Sublease Agreement shah
be cumulative and none shall exclude any other rights or remedies allowed by
law.
26. No Brokers. Sublessor and Sublessee acknowledge that there is a
-----------
fee-splitting brokerage agreement between Trammell-Crow and Delmont-Cantwell
regarding the subleasing of the Premises, such professional fee to be paid
solely by Sublessor. Other than those entities, Sublessor and Sublessee each
represent and warrant that no broker, agent or finder entitled to a fee was used
in connection with the negotiation or execution of this Sublease Agreement and
Sublessor and Sublessee each agree to indemnify and hold harmless the other
against all liabilities and costs arising from all such claims including without
limitation attorneys' fees in connection therewith.
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27. Notices. Each provision of this Sublease Agreement, or any applicable
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governmental laws, ordinances, regulations, and other requirements with
reference to the sending, mailing or delivery of any notice, or its reference to
the making of any payment by Sublessee to Sublessor, shall be deemed to be
complied with when and if the following steps are taken:
(a) All rent and other payments required to be made by Sublessee to
Sublessor hereunder shall be payable to Sublessor at the address hereinbelow set
forth, or at such other as Sublessor may specify from time to time by written
notice delivered in accordance herewith;
(b) Any notice or document required to be delivered hereunder shall be
deemed to be delivered if actually received, and whether or not received when
deposited in the United States mail, postage prepaid, certified or registered
mail (with or without return receipt requested) addressed to the parties hereto
at their respective addresses set out opposite their names below, or at such
other address as they may hereafter specify by written notice delivered in
accordance herewith.
SUBLESSOR: Liuski International, Inc.
6585 Crescent Drive
Norcross, Georgia 30071
Attn: Russell T. Libby, Esq.
SUBLESSEE: General Instrument Corporation of
Delaware
2200 Byberry Road
Hatboro, Pennsylvania 19040
Attn: Tim Kelleher, Director of
Corporate Facilities
w/copy to General Counsel
28. Binding Document. Sublessor acknowledges that this Sublease Agreement
----------------
shah be a binding agreement upon Sublessee only upon the written corporate
approval of General Instrument Corporation of Delaware, which written approval
shah be evidenced by an authorized officer executing this Sublease Agreement in
the space provided below.
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IN WITNESS WHEREOF, this Sublease Agreement is executed as of the date
first written above.
SUBLESSOR:
LIUSKI INTERNATIONAL, INC.
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
SUBLESSEE:
GENERAL INSTRUMENT CORPORATION
OF DELAWARE
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
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