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Document Preview Lease Agreement |
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Title: |
Lease Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 18KB of 123KB total |
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Price: |
$51 |
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ID: |
#356495 |
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LEASE
This Agreement of Lease dated this 7th day of October, 2003 by and between Squaw Creek Properties, Inc., hereinafter called LANDLORD and TBG, Inc., an Ohio corporation, hereinafter called TENANT;
1. DEMISED PREMISES:
In consideration of the rents, covenants and agreements herein reserved and contained on the part of TENANT, to be paid, performed and observed, LANDLORD does hereby demise and lease to TENANT the real property with improvements thereon more particularly described in Exhibit A attached hereto and incorporated herein by reference (hereinafter sometimes called the Realty or the Demised Premises) together with all fixtures, furnishings, machinery, equipment and other personal property used in the operation and maintenance of the Realty (the Personalty and together with the Realty, the Facilities), as the same may be improved throughout the Term.
2. TERM:
2.01. The initial term of this Lease shall be for a period of ten (10) consecutive Lease Years commencing on November 1, 2003 (Commencement Date) and ending on October 31, 2013 (the Initial Term). Lease Year shall mean a period of twelve (12) consecutive calendar months during the Term from November 1st until the following October 31st. Notwithstanding the foregoing, TENANT shall have the right to access the Facilities prior to the Commencement Date, with reasonable notice to and approval of LANDLORD, for the purpose of preparing for the Commencement Date and other actions reasonably necessary for the smooth transition of operations on the Commencement Date and/or for commencement of Required Improvements.
2.02. The Initial Term of this Lease shall automatically be extended for up to four (4) consecutive option periods of ten (10) years each (Extension Term(s)), unless TENANT
shall, by written notice to LANDLORD, 360 or more days before the end of the Initial Term or Extension Term, as the case may be, elect to terminate this Lease upon the expiration of the then expiring term. The Initial Term and any applicable Extension Term(s) are hereinafter sometimes referred to as the Term.
3. RENT:
3.01. From and after the Commencement Date TENANT covenants and agrees to pay to LANDLORD, without demand, as rent for the Facilities during the Initial Term and each Extension Term (hereinafter sometimes called Rent) the sum of Fifteen Thousand and 00/100 Dollars ($15,000.00) per Lease Year.
4. TAXES AND ASSESSMENTS:
4.01. In addition to the Rent payable hereunder, TENANT shall, at all times during the Term, pay and discharge, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all taxes, assessments, water and sewer rents, and other governmental levies and charges of any kind or nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, and each and every installment thereof, which at any time during the Term may be assessed, levied, confirmed or imposed upon, or become a lien on, or arise in connection with the use, occupancy or possession of the Demised Premises, buildings or improvements thereon, or any part thereof or any appurtenance thereto (as initially constructed or as the same may at any time thereafter be enlarged or reduced), all of which may be hereafter called Impositions, provided, however that when a part of a fiscal period of any Imposition is included within the Term, and a part thereof is included in a period of time before the beginning of or after the termination of this Lease, the amount of any tax, assessment, or governmental charge relating to such fiscal period shall be adjusted between LANDLORD and TENANT as of the date of the beginning of the Lease or of such termination, as the case may be, so that TENANT shall bear the cost
only for that portion thereof which that part of such period which is included within the Term of this Lease bears to the entire such period. If LANDLORD shall have the right to elect to pay any assessment in installments, Impositions for any tax year shall include only the lowest of such installments as LANDLORD may have elected together with interest thereon accrued by law as the result of the election.
4.02. TENANT shall have the right, before any tax, assessment or other governmental charge required under Section 4.01 to be paid by TENANT shall become delinquent, to contest or review by appropriate administrative or legal proceedings, diligently conducted in good faith, in the name of TENANT or LANDLORD or both, at TENANTS sole cost and expense, the amount or validity thereof and the validity of any legislative or administrative action or rule requiring the payment thereof. If the payment of any such tax, assessment or other governmental charge may legally be held in abeyance without the incurring of any lien, charge or liability of any kind against the fee of the Demised Premises, and without subjecting TENANT or LANDLORD to any liability, TENANT may postpone payment thereof until the final determination of any such proceedings, anything herein to the contrary notwithstanding.
4.03. Nothing herein shall require TENANT to pay any franchise, personal property (except as otherwise provided in Section 4.05), estate, inheritance, succession, capital levy or transfer tax of LANDLORD, or any income or excess profits, or revenue tax or any other tax, assessment, charge, or levy upon the Rent paid or payable under this Lease (except as otherwise provided in Section 4.06).
4.04. TENANT shall furnish to LANDLORD upon request, evidence of the payment of any of the items required to be paid by any of the provisions of this Article 4.
4.05. TENANT agrees to pay during the Term, prior to delinquency, any and all taxes and assessments levied or assessed during the Term upon or against: i) all furniture,
fixtures and equipment or other personal property used by TENANT and installed or located within the Demised Premises or Facilities; and ii) all alterations, additions, betterments or Improvements of whatsoever kind or nature, made by TENANT to the Facilities as the same may be separately levied, taxed and assessed against or imposed directly upon TENANT or LANDLORD by the taxing authorities.
4.06. If at any time during the Term the methods of taxation prevailing at the Commencement Date shall be altered so that in lieu of, or as a substitute for the whole or any part of, the Impositions (for which TENANT is obligated under this Section 4) now levied, assessed or imposed there shall be levied, assessed or imposed: i) a tax on the rents received from such real estate; or ii) a license fee measured by the rents receivable by LANDLORD for the Demised Premises or any portion thereof; or iii) a tax or license imposed upon LANDLORD which is otherwise measured by or based in whole or in part upon the Demised Premises or any portion thereof or the gross receipts therefrom, then TENANT shall indemnify LANDLORD against the after-tax effect on LANDLORD.
4.07 LANDLORD shall pay all corporate franchise taxes related to its corporate existence.
5. UTILITIES:
5.01. In addition to the Rent payable hereunder, TENANT shall, at its sole cost and expense, pay or cause to be paid all charges for gas, water, sewer, electricity, telephone or other service or services furnished to the Demised Premises, Facilities or to TENANT during the term of this Lease. When a part of any period in which such service is furnished is included within the Term of this Lease and a part thereof is included in a period of time before the beginning of, or after the termination of this Lease, the charges relating to such period shall be adjusted between LANDLORD and TENANT as of the date of the beginning of the Lease or of such termination, so that TENANT shall pay only for that portion thereof
which that part of such period which is included within the Term of this Lease bears to the entire such period. Upon the Commencement Date TENANT shall take all reasonable steps necessary to transfer all Utilities into its own name, and LANDLORD shall cooperate with TENANT. LANDLORD makes no representations about the condition or availability of utility services for the Demised Premises and LANDLORD shall not be liable in damages, or otherwise, if the furnishing of any utility service or other service to the Demised Premises shall be interrupted or impaired by fire, accident, riot, strike, act of God, the making of necessary repairs or improvements, shortage of supply, governmental regulation or request, including, without limitation, energy conservation measures, or by any causes, and such interruption or impairment shall not be construed as an eviction or disturbance of possession nor constitute an abatement of any of the rents payable under this Lease.
6. CONDITION OF DEMISED PREMISES:
6.01. LANDLORD shall deliver the Facilities to TENANT in their as is condition on the Commencement Date without any warranties or obligations as to the condition or repair of the same.
6.02. TENANT hereby accepts the Facilities in their present as-is condition existing as of the Commencement Date or the date that TENANT takes possession of the Facilities, whichever is earlier, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Demised Premises, and any contracts or covenants, easements or restrictions of record set forth in Exhibit C, attached hereto and incorporated herein. TENANT acknowledges that LANDLORD has not made any representation or warranty as to the condition of the Facilities or any part thereof or the present or future suitability of the Facilities for the conduct of TENANTS business. TENANT acknowledges that it has had an opportunity to inspect the Facilities.
7. MAINTENANCE AND REPAIRS:
7.01. In addition to the Rent payable hereunder, during the Term, at its sole cost and expense, TENANT shall maintain the Demised Premises and Facilities and all parts thereof and make repairs thereto and replacements thereof, so that the Demised Premises and Facilities shall remain in good repair and operating condition, ordinary wear and tear excepted. All repairs and replacements shall be according to standards and methods and with materials which are consistent with the better private golf or country clubs in the Mahoning and Trumbull County areas, as the same may exist form time-to-time (referred to herein as Better Private Golf Clubs).
7.02. TENANT shall put, keep and maintain all portions of the Demised Premises and Facilities in a clean and orderly condition free of dirt, rubbish and unlawful obstructions and maintain same in good order consistent with the operation of the Better Private Golf Clubs.
7.03. LANDLORD shall not be required to furnish any services or facilities to make any repairs to or replacements or alterations of the Facilities.
7.04. Any replacement to any of the Facilities and any repairs to any of the Facilities required to be capitalized under generally accepted accounting principles shall constitute Improvements and shall be applied toward the satisfaction of TENANTS improvement obligations under this Lease. Except as otherwise provided in Section 11 with respect to a condemnation or as a result of a Default by LANDLORD, the Facilities and all Improvements thereon shall, upon the expiration or sooner termination of this Lease, be the sole and exclusive property of LANDLORD.
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