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Title: |
Lease Agreement |
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Date: |
2005 |
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Preview shows 7KB of 65KB total |
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$41 |
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ID: |
#882623 |
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LEASE AGREEMENT
BETWEEN
MICHAEL GALLEN
AND
LAKELAND INDUSTRIES, INC.
DATED AS OF JULY 18, 2005
--------------------------------------
31 SOUTH STERLEY STREET
BOROUGH OF SHILLINGTON
COUNTY OF BERKS
COMMONWEALTH OF PENNSYLVANIA
<PAGE>
TABLE OF CONTENTS
-----------------
ARTICLE 1. DEMISE, DESCRIPTION, USE AND TERM 2
ARTICLE 2. RENT 3
ARTICLE 3. INSURANCE/INDEMNIFICATION 4
ARTICLE 4. WASTE AND NUISANCE 5
ARTICLE 5. REPAIRS AND MAINTENANCE 5
ARTICLE 6. LESSEE'S COMPLIANCE 6
ARTICLE 7. UTILITIES 6
ARTICLE 8. RULES AND REGULATIONS 6
ARTICLE 9. ALTERATIONS, IMPROVEMENTS AND FIXTURES 6
ARTICLE 10. QUIET POSSESSION 7
ARTICLE 11. DELIVERY OF POSSESSION 7
ARTICLE 12. SURRENDER OF PREMISES 8
ARTICLE 13. DEFAULT 8
ARTICLE 14. INSPECTION BY LESSOR 10
ARTICLE 15. ASSIGNMENT AND SUBLEASE 11
ARTICLE 16. SECURITY DEPOSIT 11
ARTICLE 17. ESTOPPEL CERTIFICATE 12
ARTICLE 18. ENVIRONMENTAL MATTERS 12
ARTICLE 19 LIMITATION OF LIABILITY OF LESSOR 13
ARTICLE 20. MISCELLANEOUS 13
EXHIBIT "A" RULES AND REGULATIONS
1
<PAGE>
LEASE AGREEMENT
---------------
THIS LEASE AGREEMENT ("Lease") is made as of the 18th day of July, 2005,
by MICHAEL GALLEN ("Lessor"), an adult individual and citizen of the
Commonwealth of Pennsylvania, and
A N D
LAKELAND INDUSTRIES, INC., ("Lessee"), a Delaware corporation.
Background
----------
The Lessor is the owner of certain real property ("Property") situate at
31 South Sterley Street, Shillington, Berks County, Pennsylvania. A five (5)
story industrial building ("Building") is located on the Property. The Property
and all improvements thereon owned by the Lessor, including the Building, are
hereinafter referred to as the "Leased Premises".
Concurrently with the execution of this Lease, the Lessor, Mifflin Valley,
Inc., a Pennsylvania corporation, the Lessee, and Mifflin Valley, Inc., a
Delaware corporation, have executed an Asset Purchase Agreement ("Asset Purchase
Agreement").
The Lessor and Lessee now seek to perpetuate in writing their present
understanding and agreement.
NOW, THEREFORE, INTENDING TO BE LEGALLY BOUND HEREBY, the Lessor and
Lessee hereby agree as follows:
ARTICLE 1. DEMISE, DESCRIPTION, USE AND TERM
--------------------------------------------
1.1 The duties and obligations of both the Lessor and the Lessee pursuant
to this Lease are subject to and contingent upon closing occurring under the
Asset Purchase Agreement; provided, however, that any default by the Lessor or
Mifflin Valley, Inc., a Delaware corporation, under the Asset Purchase Agreement
shall constitute a default by the Lessor under this Lease and any default by the
Lessee or Mifflin Valley, Inc., a Delaware corporation, under the Asset Purchase
Agreement shall constitute a Default (as hereinafter defined) by the Lessee
under this Lease.
1.2 The Lessor hereby leases to the Lessee in accordance with the
provisions of this Lease, and the Lessee hereby leases from the Lessor in
accordance with the provisions of this Lease, the Leased Premises.
1.3 The Leased Premises shall be used for the manufacturing of protective
clothing.
1.4 The initial term ("Initial Term") of this Lease shall be five (5)
years and shall begin on August 1, 2005, ("Commencement Date") and shall
terminate on July 31, 2010 ("Termination Date").
1.5 Provided that no Default shall have occurred during the Initial Term,
the Lessee shall have the option ("Renewal Option") to extend this Lease for a
period of five (5) years ("Renewal Term"), which Renewal Term shall commence on
August 1, 2010, and terminate on July 31, 2015.
2
<PAGE>
1.6 The exclusive method of exercising the Renewal Option shall be by the
giving by the Lessee of notice of such exercise to the Lessor as provided in
Section 20.6 of this Lease, at least two hundred seventy (270) days prior to the
end of the Initial Term.
1.7 In the event that the Lessee shall exercise its Renewal Option: (a)
The Lessee shall pay to the Lessor Rent (as hereinafter defined) in accordance
with the provisions of Section 2.1 of this Lease; and
(b) All other terms and conditions contained in this Lease shall be
applicable throughout the Renewal Term and binding upon the Lessee to the
same extent that such terms and conditions were applicable and binding
during the Initial Term.
1.8 Each twelve (12) month period of the Initial Term commencing on the
anniversary of the Commencement Date and each twelve (12) month period of the
Renewal Term, if applicable, commencing on the anniversary of the Commencement
Date is hereinafter referred to as "Lease Year". As hereinafter used, "Term"
shall mean the Initial Term and, if applicable, the Renewal Term.
ARTICLE 2. RENT
---------------
2.1 The Lessee shall pay to the Lessor at its offices set forth in Section
20.6 of this Lease or at such other place as the Lessor shall designate to the
Lessee from time to time in writing, as rent ("Rent"), payable without prior
notice or demand and without setoff or deduction of any nature, as follows:
(a) During the first Lease Year of the Term hereof, twelve (12)
equal, consecutive monthly installments in the amount of Four Thousand Six
Hundred Thirty and 00/100 Dollars ($4,630.00) each, in advance, the first
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