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Sublease Agreement

 

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Title:

Sublease Agreement

Entities:

EOP Operating LP; Equity Office Properties Trust; Viisage Technology Inc.; Viisage Technology, Inc.; Choate, Hall & Stewart; Weil, Gotshal & Manges LLP

Date:

2006

Size:

Preview shows 7KB of 138KB total

Price:

$63

ID:

#2486168

 

 

► Leasing ► Sublease Agreements
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SUBLEASE AGREEMENT

This Agreement (this Agreement) is entered into as of August 29, 2006, by and between L-1 INVESTMENT PARTNERS LLC, a Delaware limited liability company (the L-1), and VIISAGE TECHNOLOGY, INC., a Delaware corporation (the Company).

BACKGROUND

L-1 is party to a certain Office Lease Agreement, dated as of April 20, 2005 (the Lease), with CT-Broad Street, L.L.C., a Delaware limited liability company (the Landlord), with respect to certain premises at 177 Broad Street, Stamford, Connecticut (as more-fully described in the Lease, the Premises), a copy of which Lease is attached hereto as Exhibit A. The parties hereto desire that L-1 sublease all of the Premises to the Company as provided for herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Payments and Term. Subject to and in accordance with the terms and provisions contained in this Agreement, during the Term (as defined below), the Company agrees to pay L-1 (or at L-1s written request pay the Landlord directly) all costs and expenses associated with occupying and operating the Premises, including but not limited to future leasehold improvements, insurance, taxes, rent and all other charges payable by L-1 to the Landlord to the extent required by the terms and provisions contained in the Lease, including but not limited to Sections 4, 6, 7, 8 and 9 thereof; provided, however, that the Company shall not be responsible for charges payable by L-1 to the Landlord to the extent that such charges are the result of a failure by L-1 to timely make any payment due under the Lease (provided the Company has timely performed its obligations under this Agreement) or any breach by L-1 or any of the L-1 Related Parties (hereinafter defined) of the terms and provisions contained in the Lease or this Agreement. The Term shall commence at the Effective Time (as defined in the Agreement and Plan of Merger, dated as of January 11, 2006, by and among the Company, VIDS Acquisition Corp. and Identix Incorporated) and continue until the first to occur of (a) the expiration or termination of the Lease or (b) unless otherwise agreed to by L-1, as promptly as practicable but in no event later than sixty (60) days following the date upon which Robert V. LaPenta ceases to be employed by the Company for any reason.

2. Sublease to Use Premises. Subject to and accordance with this Agreement, L-1 hereby sublets all of the Premises to the Company for the Term. The Company acknowledges that L-1 subleases the Premises to the Company in their presently existing condition, and that L-1 makes no warranty, covenant or representation that the Premises shall be other than in their presently existing condition, subject to the terms of the Lease. This Agreement is subject and subordinate to the Lease and, consequently, if the Lease expires or terminates for any reason whatsoever, the Companys sublease under this Agreement shall terminate and the Company shall vacate and surrender the Premises to the Landlord in the condition required by Section 5 hereof.


3. Timing of Payments. The Company will pay L-1 (or the Landlord) all amounts due hereunder on a timely basis to enable L-1 to satisfy its financial obligations under the Lease.

4. Covenants Related to Lease. L-1 will not agree to any amendment or modification of or waiver under the Lease that is materially adverse to the Company without the prior approval of the majority of the disinterested members of the Companys board of directors. L-1 further agrees that it will not do, omit to do or permit to be done or omitted, anything that would constitute a default under the terms, covenants or conditions of the Lease, or which would otherwise result in the Landlord having the right to terminate the Lease. The Company shall, in its use and occupancy of the Premises: (i) maintain the Premises in accordance with the requirements set forth in the Lease; (ii) maintain the insurance required to be maintained by L-1 under the express terms of the Lease; (iii) use the Premises only for the purposes expressly permitted under the terms and conditions of the Lease; and (iv) be responsible for obtaining and paying the cost for any utilities it requires, to the extent that such utilities are not provided by Landlord. Except as specifically set forth herein to the contrary, all acts to be performed by, and all of the terms, provisions, covenants, stipulations, conditions, obligations and agreements to be observed by, L-1, as tenant under the Lease, shall be performed and observed by the Company. Without limiting the foregoing, the Company shall maintain the insurance required by the terms contained in Section 14 of the Lease, which insurance shall name L-1 and Landlord as additional insureds. The Company covenants and agrees that the Company shall not do anything that would constitute a Default (as defined in Section 18 of the Lease) or omit to do anything that the Company is obligated to do under the terms of this Agreement so as to cause a Default under the Lease, including without limitation compliance with the Building Rules and Regulations (attached as Exhibit E to the Lease). In the event that the Company shall be in default of any term or provision of, or shall fail to honor any obligation under, this Agreement, L-1, on giving the notice required by the Lease (as modified pursuant to Section 7 hereof) and subject to the right, if any, of the Company to cure any such default as may be provided in the Lease, shall have available to it all of the remedies available to Landlord under the Lease in the event of a like Default or failure on the part of L-1 as tenant thereunder as such remedies apply to the Premises. Such remedies shall be in addition to all other remedies available to L-1 at law or in equity.


 

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