Preview
FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024
"•"
ˆ§—£’£¤
FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024
LEASE
between
WESTCHESTER AVENUE ASSOCIATES LLC,
Landlord,
and
THE BRIO GROUP INTERNATIONAL, INC.,
Tenant
Prernises
Third Floor - Suite 305
(3rd)
3010 Westchester Avenue
Purchase, New York 10577
FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024
TABLE OF CONTENTS
Artiiqla Page
ARTICLE 1 Demise, Rent and Definitions .................................-..-....................,..,..1
ARTICLE 2 - Compliance and Signs......................................-....................e.w4
Use,
ARTICLE 3 - Preparation of Premises..............................................................m.-...5
ARTICLE 4 - Tax Payments................................................................................ ....6
ARTICLE 5 - Expense Payments..................................................... . .8
Operating
ARTICLE 6 - Subordination to Mortgages and Superior Leases............................11
ARTICLE 7 - Quiet Enjoyment.......................................................................a... .12
ARTICLE 8 - and Mortgaging................................... . . 2
Assignment, Subletting
ARTICLE 9 - Compliance With Legal and Insurance Requirements....................18
ARTICLE 10 - Insurance...............................................................................--..n . 18
ARTICLE 11 - Rules and Regulations ................................................................... 21
ARTICLE 12 - Alterations....................................................................................,..22
ARTICLE 13 - Landlords and Tenant's Property............................................m.23
ARTICLE 14 - Repairs and IVlaintenance................................................................24
ARTICLE 15 - Electric Energy............................................................................. .25
ARTICLE 16 - Ventilation and Air-Conditioning..................................-. .26
Heat,
ARTICLE 17 - Other Service Interruption and .... .27
Services, Building Directory
ARTICLE 18 - Notice of Occurrences, Name of Building... . .28
Access, Windows,
ARTICLE 19 - and Indemnification.......................................... . 30
Non-Liability
ARTICLE 20 - Damage or Destruction...................................................................30
ARTICLE 21 - Eminent Domain....................................................................... 32
ARTICLE 22 - Surrender and Over..................................--................. ...33
Holding
ARTICLE 23 - Default........................................................................................ ..34
ARTICLE 24 Re-entry by Landlord................................................................ 35
ARTICLE 25 - Damages.................................................................................... ....36
ARTICLE 26 - Waivers.....................................................................................”. ..38
ARTICLE 27 - Tenants Defaults and Costs of Enforcement................... 39
Curing
ARTICLE 28 - Broker...............................................................................................40
ARTICLE 29 - Notices ..............................................................................................40
ARTICLE 30 - Estoppel Financial Statements..................................41
Certificates;
ARTICLE 31 - Force Majeure................................................................................... 42
ARTICLE 32 - Consents ....................................................................................... . 42
ARTICLE 33 - or Multi-Person Tenant..............................................42
Partnership
ARTICLE 34 - Environmental Provisions 43
.............................................................,
ARTICLE 35 - Miscellaneous ............................................................................... . 45
ARTICLE 36 - Deposit ......................................................................... .... 46
Security
ARTICLE 37 - Relocation ............................................................................................47
ARTICLE 38 - Patriot Act .................................................................................... ..47
EXHIBIT A...................................................................................................................50
FLOOR PLAN OF THE PREMISES....................................................................... .50
EXHIBIT B................................................................................................................. .51
INTENTIONALLY OMITTED....................................................................................51
FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024
EXHIBIT C.
FIXED RENT ............................... ... " 52
EXHIBN D
RULES AND REGULATIONS
EXHIBIT E ................................. . . 58
CLEANING SPECIFICATIONS
FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024
EXHIBITS
Exhibit A - Floor Plan of the Premises
Exhibit B - Intentionally Omitted
Exhibit C - Fixed Rent
Exhibit D - Rules and Regulations
Exhibit E - Cleaning Specifications
-iii-
FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024
This LEASE (this "Lease"), dated as of January 1, 2019, by and between
WESTCHESTER AVENUE ASSOCIATES LLC, a New York limited liability
company ("Landlord"), having an address at 1250 Waters Place, PH1, Bronx, New
York 10461, and THE BRIO GROUP INTERNATIONAL, INC., a New York
corporation ("Tenant"), having an office at 3010 Westchester Avenue, Suite 305,
Purchase, New York 10577.
W I T N E S S E T H :
ARTICLE 1 - Rent and Definitions
Dernise,
1.01. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, upon and subject to all of the terms and conditions of this Lease, a
portion of the third (3rd) floor known as Suite 305 consisting of approximately 1,526
rentable square feet substantially as shown on the floor plan attached hereto as
Exhibit A (the "Premises") in the 3010 building (the "Building") at Purchase
Professional Park located at 3000-3040 Westchester Avenue, Purchase, New York
(the "Complex"). Tenant shall have the non-exclusive right to use the Common
Areas of the Building and the Complex, in common with others, subject to the terms
and conditions of this Lease and the Rules and Regulations (as defined below). For
Areas"
purposes of this Lease, "Common shall mean collectively: the sidewalks,
driveways, parking areas, entrances, passages, courts, if any, esplanade areas, if
any, vestibules, if any, lobbies, halls, corridors, elevators, public stairways and
other portions of the Building and/or the Complex that Landlord makes available
from time-to-time for the common use of the tenants of the Complex.
1.02. This Lease shall be effective upon full execution by Landlord and
Tenant (the "Effective Date"). The term of this Lease ("Term") shall commence on
January 1, 2019 (the "Commencement Date") and shall end at 11:59 p.m. on March
31, 2026 (the "Expiration Date"), or on such earlier date upon which this Lease shall
terminate pursuant to the provisions hereof or law. The "Rent Commencement
Date"
shall be April 1, 2019. Tenant's obligation to pay Additional Charges, Rent
Inclusion Factor, Fixed Rent, Operating Payments, and Tax Payments (each as
defined below) shall commence on the Rent Commencement Date.
1.03. (a) The rents under this Lease shall consist of (i) fixed rent ("Fixed
Rent") in the amounts per annum set forth in Exhibit C attached hereto (with the
understanding that Fixed Rent includes the Rent Inclusion Factor as may be
adjusted pursuant to Article 15 of this Agreement), and (ii) additional rent
("Additional Charges") consisting of all other sums of money that become due from
Tenant and payable to Landlord hereunder.
(b) Fixed Rent shall be payable in equal monthly installments in advance on the
first day of each and every calendar month during the Term, beginning on the Rent
FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024
Commencement Date; provided, however, the Rent Inclusion Factor shall be
payable in equal monthly installments in advance on the first day of each and every
calendar month during the Term, beginning on the Commencement Date. Except as
otherwise set forth herein, all Additional Charges shall be due and payable by
Tenant within ten (10) days after Landlord gives Tenant a statement therefor. All
Fixed Rent and Additional Charges shall be paid to Landlord in lawful money of the
United States to Landlord at its office c/o Premier Management, 3000 Westchester
Avenue - hŽ or such other or to Landlord's
Penthouse, Purchase, 10577, place,
agent at such other place, as Landlord designates by notice to Tenant.
Simultaneously with Tenant's execution and delivery of this Lease, Tenant is
paying to Landlord the security deposit set forth in Article 36 of this Lease
(S7,121.33).
1.04. Tenant shall pay Fixed Rent and Additional Charges promptly when
due without notice or demand therefor, without any abatement, deduction or setoff
for any reason except, in each case, as otherwise expressly provided in this Lease.
Landlord shall have the same remedies for default in payment of Additional
Charges as Landlord has for default in payment of Fixed Rent. If the Rent
Commencement Date is not the first day of a calendar month, or this Lease
terminates on a day other than the last day of a calendar month, then Fixed Rent,
Tax Payments and Operating Payments for any partial calendar month shall be
appropriately prorated based on the number of days in that month that occur within
the Term, and shall be paid on the first day of such period.
1.05. No payment by Tenant or receipt or acceptance by Landlord of a lesser
amount than the correct Fixed Rent or Additional Charges shall be deemed to be
other than a payment on account, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlords right to recover the balance or pursue any other remedy provided in this
Lease or at law.
1.06. If Tenant fails to make any payment of Fixed Rent or Additional
Charges by the due date thereof, then Tenant shall pay to Landlord a late charge of
4% of the amount of such payment, and in addition, such unpaid amount shall bear
interest at a rate per annum (the "Lease Interest Rate") equal to the lesser of
(a) the Prime Rate plus 5%, or (b) the maximum applicable rate allowed by law,
from the date of expiration of any applicable grace period after such amount
became due and payable to the date of payment thereof by Tenant. Such late
charge and interest shall be due and payable on demand.
1.07. The following terms, whenever used in this Lease (including all
Exhibits attached hereto, all of which are hereby incorporated into this Lease by
reference thereto), shall have the meanings indicated:
-2.
FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024
Days"
(a) The term "Business shall mean Mondays, Tuesdays,
Wednesdays, Thursdays and Fridays, excluding holidays on which
commercial banks in the State of New York are required or permitted to
close.
Hours"
(b) The term "Business shall mean 8:00 a.m. to 6:00 p.m.
but only on Business Days.
Buildings"
(c) The term "Core shall mean the 3000, 3010, 3020 and
3040 Buildings within the Complex.
"emergency"
(d) The term shall mean a condition presenting
imminent danger to health or safety of persons or property in or about the
Complex.
"herein" "hereunder"
(e) The terms and and words of similar import
shall be construed to refer to this Lease as a whole and not to any particular
Article or Section unless expressly so stated.
"including" limitation."
(f) The term shall mean "including, without
Laws"
(g) The term "Insolvency shall mean the United States
Bankruptcy Code, as the same may hereafter be amended or replaced, and
any other federal, state or foreign law covering insolvency and similar
matters.
Requirements"
(b) The term "Insurance shall mean rules,
regulations, orders and requirements of the board of fire underwriters and
fire insurance rating organization having jurisdiction and any other similar
body performing the same or similar functions, whether now or hereafter in
force, and requirements of any insurance policy maintained by Landlord or
Tenant at any time.
"Landlord"
(i) The term shall mean only the owner at the time in
question of the Building or of a lease of the Building, so that in the event of
any transfer or transfers of title to the Building or of Landlord's interest in a
lease of the Building (as tenant thereunder), the transferor shall be relieved
and freed of all obligations of Landlord under this Lease accruing after such
transfer, and such transferee shall be deemed to have assumed and agreed to
perform and observe all obligations of Landlord under this Lease during the
period it is the holder of Landlord's interest under this Lease, subject to the
provisions, terms and conditions of this Lease.
Requirements"
(j) The term "Legal shall mean laws and ordinances
of federal, state, city, town, county and village governments having
jurisdiction over the Premises and rules, regulations, orders, directives and
-3-
FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024
requirements of all departments, subdivisions, bureaus, agencies or offices
thereof, and of any other governmental, public or quasi-public authorities
having jurisdiction over the Premises, and the directions of any public officers
pursuant thereto, whether now or hereafter in force.
"person"
(k) The term shall mean a natural person, a partnership, a
corporation, a limited liability company, an estate or trust, or any other form
of business or legal association or entity.
Rate"
(1) The term "Prime shall mean the interest rate identified by
Citibank or its successor from time-to-time as its base or prime rate for
unsecured ninety day loans. It is not necessarily the lowest rate charged by
Citibank or such successor.
"Tenant"
(m) The term shall mean the original Tenant herein named
or any permitted assignee or other successor in interest (immediate or
remote) of the original Tenant named herein that at the time in question is
the owner of Tenant's interest in this Lease.
liability"
(n) The words "Tenant indemnifies Landlord against or
liability"
"Tenant shall indemnify Landlord against and words of similar
import shall mean that Tenant agrees to indemnify, hold and save harmless
Landlord, each Superior Lessor and Superior Mortgagee (each as defined
below), and their respective partners, directors, officers, members, managers,
trustees, agents and employees from and against all loss, cost, liability, claim,
attorneys'
damage, fine, penalty and expense, including reasonable fees and
disbursements (whether incurred in resisting and defending any action or
proceeding or incurred in enforcing the indemnification rights of Landlord
against Tenant), and that in case any action or proceeding is brought against
any indemnified person, Tenant shall resist and defend such action or
proceeding by attorneys reasonably satisfactory to Landlord.
Preview
FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024 "•" ˆ§—£’£¤ FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024 LEASE between WESTCHESTER AVENUE ASSOCIATES LLC, Landlord, and THE BRIO GROUP INTERNATIONAL, INC., Tenant Prernises Third Floor - Suite 305 (3rd) 3010 Westchester Avenue Purchase, New York 10577 FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024 TABLE OF CONTENTS Artiiqla Page ARTICLE 1 Demise, Rent and Definitions .................................-..-....................,..,..1 ARTICLE 2 - Compliance and Signs......................................-....................e.w4 Use, ARTICLE 3 - Preparation of Premises..............................................................m.-...5 ARTICLE 4 - Tax Payments................................................................................ ....6 ARTICLE 5 - Expense Payments..................................................... . .8 Operating ARTICLE 6 - Subordination to Mortgages and Superior Leases............................11 ARTICLE 7 - Quiet Enjoyment.......................................................................a... .12 ARTICLE 8 - and Mortgaging................................... . . 2 Assignment, Subletting ARTICLE 9 - Compliance With Legal and Insurance Requirements....................18 ARTICLE 10 - Insurance...............................................................................--..n . 18 ARTICLE 11 - Rules and Regulations ................................................................... 21 ARTICLE 12 - Alterations....................................................................................,..22 ARTICLE 13 - Landlords and Tenant's Property............................................m.23 ARTICLE 14 - Repairs and IVlaintenance................................................................24 ARTICLE 15 - Electric Energy............................................................................. .25 ARTICLE 16 - Ventilation and Air-Conditioning..................................-. .26 Heat, ARTICLE 17 - Other Service Interruption and .... .27 Services, Building Directory ARTICLE 18 - Notice of Occurrences, Name of Building... . .28 Access, Windows, ARTICLE 19 - and Indemnification.......................................... . 30 Non-Liability ARTICLE 20 - Damage or Destruction...................................................................30 ARTICLE 21 - Eminent Domain....................................................................... 32 ARTICLE 22 - Surrender and Over..................................--................. ...33 Holding ARTICLE 23 - Default........................................................................................ ..34 ARTICLE 24 Re-entry by Landlord................................................................ 35 ARTICLE 25 - Damages.................................................................................... ....36 ARTICLE 26 - Waivers.....................................................................................”. ..38 ARTICLE 27 - Tenants Defaults and Costs of Enforcement................... 39 Curing ARTICLE 28 - Broker...............................................................................................40 ARTICLE 29 - Notices ..............................................................................................40 ARTICLE 30 - Estoppel Financial Statements..................................41 Certificates; ARTICLE 31 - Force Majeure................................................................................... 42 ARTICLE 32 - Consents ....................................................................................... . 42 ARTICLE 33 - or Multi-Person Tenant..............................................42 Partnership ARTICLE 34 - Environmental Provisions 43 ............................................................., ARTICLE 35 - Miscellaneous ............................................................................... . 45 ARTICLE 36 - Deposit ......................................................................... .... 46 Security ARTICLE 37 - Relocation ............................................................................................47 ARTICLE 38 - Patriot Act .................................................................................... ..47 EXHIBIT A...................................................................................................................50 FLOOR PLAN OF THE PREMISES....................................................................... .50 EXHIBIT B................................................................................................................. .51 INTENTIONALLY OMITTED....................................................................................51 FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024 EXHIBIT C. FIXED RENT ............................... ... " 52 EXHIBN D RULES AND REGULATIONS EXHIBIT E ................................. . . 58 CLEANING SPECIFICATIONS FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024 EXHIBITS Exhibit A - Floor Plan of the Premises Exhibit B - Intentionally Omitted Exhibit C - Fixed Rent Exhibit D - Rules and Regulations Exhibit E - Cleaning Specifications -iii- FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024 This LEASE (this "Lease"), dated as of January 1, 2019, by and between WESTCHESTER AVENUE ASSOCIATES LLC, a New York limited liability company ("Landlord"), having an address at 1250 Waters Place, PH1, Bronx, New York 10461, and THE BRIO GROUP INTERNATIONAL, INC., a New York corporation ("Tenant"), having an office at 3010 Westchester Avenue, Suite 305, Purchase, New York 10577. W I T N E S S E T H : ARTICLE 1 - Rent and Definitions Dernise, 1.01. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon and subject to all of the terms and conditions of this Lease, a portion of the third (3rd) floor known as Suite 305 consisting of approximately 1,526 rentable square feet substantially as shown on the floor plan attached hereto as Exhibit A (the "Premises") in the 3010 building (the "Building") at Purchase Professional Park located at 3000-3040 Westchester Avenue, Purchase, New York (the "Complex"). Tenant shall have the non-exclusive right to use the Common Areas of the Building and the Complex, in common with others, subject to the terms and conditions of this Lease and the Rules and Regulations (as defined below). For Areas" purposes of this Lease, "Common shall mean collectively: the sidewalks, driveways, parking areas, entrances, passages, courts, if any, esplanade areas, if any, vestibules, if any, lobbies, halls, corridors, elevators, public stairways and other portions of the Building and/or the Complex that Landlord makes available from time-to-time for the common use of the tenants of the Complex. 1.02. This Lease shall be effective upon full execution by Landlord and Tenant (the "Effective Date"). The term of this Lease ("Term") shall commence on January 1, 2019 (the "Commencement Date") and shall end at 11:59 p.m. on March 31, 2026 (the "Expiration Date"), or on such earlier date upon which this Lease shall terminate pursuant to the provisions hereof or law. The "Rent Commencement Date" shall be April 1, 2019. Tenant's obligation to pay Additional Charges, Rent Inclusion Factor, Fixed Rent, Operating Payments, and Tax Payments (each as defined below) shall commence on the Rent Commencement Date. 1.03. (a) The rents under this Lease shall consist of (i) fixed rent ("Fixed Rent") in the amounts per annum set forth in Exhibit C attached hereto (with the understanding that Fixed Rent includes the Rent Inclusion Factor as may be adjusted pursuant to Article 15 of this Agreement), and (ii) additional rent ("Additional Charges") consisting of all other sums of money that become due from Tenant and payable to Landlord hereunder. (b) Fixed Rent shall be payable in equal monthly installments in advance on the first day of each and every calendar month during the Term, beginning on the Rent FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024 Commencement Date; provided, however, the Rent Inclusion Factor shall be payable in equal monthly installments in advance on the first day of each and every calendar month during the Term, beginning on the Commencement Date. Except as otherwise set forth herein, all Additional Charges shall be due and payable by Tenant within ten (10) days after Landlord gives Tenant a statement therefor. All Fixed Rent and Additional Charges shall be paid to Landlord in lawful money of the United States to Landlord at its office c/o Premier Management, 3000 Westchester Avenue - hŽ or such other or to Landlord's Penthouse, Purchase, 10577, place, agent at such other place, as Landlord designates by notice to Tenant. Simultaneously with Tenant's execution and delivery of this Lease, Tenant is paying to Landlord the security deposit set forth in Article 36 of this Lease (S7,121.33). 1.04. Tenant shall pay Fixed Rent and Additional Charges promptly when due without notice or demand therefor, without any abatement, deduction or setoff for any reason except, in each case, as otherwise expressly provided in this Lease. Landlord shall have the same remedies for default in payment of Additional Charges as Landlord has for default in payment of Fixed Rent. If the Rent Commencement Date is not the first day of a calendar month, or this Lease terminates on a day other than the last day of a calendar month, then Fixed Rent, Tax Payments and Operating Payments for any partial calendar month shall be appropriately prorated based on the number of days in that month that occur within the Term, and shall be paid on the first day of such period. 1.05. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Fixed Rent or Additional Charges shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlords right to recover the balance or pursue any other remedy provided in this Lease or at law. 1.06. If Tenant fails to make any payment of Fixed Rent or Additional Charges by the due date thereof, then Tenant shall pay to Landlord a late charge of 4% of the amount of such payment, and in addition, such unpaid amount shall bear interest at a rate per annum (the "Lease Interest Rate") equal to the lesser of (a) the Prime Rate plus 5%, or (b) the maximum applicable rate allowed by law, from the date of expiration of any applicable grace period after such amount became due and payable to the date of payment thereof by Tenant. Such late charge and interest shall be due and payable on demand. 1.07. The following terms, whenever used in this Lease (including all Exhibits attached hereto, all of which are hereby incorporated into this Lease by reference thereto), shall have the meanings indicated: -2. FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024 Days" (a) The term "Business shall mean Mondays, Tuesdays, Wednesdays, Thursdays and Fridays, excluding holidays on which commercial banks in the State of New York are required or permitted to close. Hours" (b) The term "Business shall mean 8:00 a.m. to 6:00 p.m. but only on Business Days. Buildings" (c) The term "Core shall mean the 3000, 3010, 3020 and 3040 Buildings within the Complex. "emergency" (d) The term shall mean a condition presenting imminent danger to health or safety of persons or property in or about the Complex. "herein" "hereunder" (e) The terms and and words of similar import shall be construed to refer to this Lease as a whole and not to any particular Article or Section unless expressly so stated. "including" limitation." (f) The term shall mean "including, without Laws" (g) The term "Insolvency shall mean the United States Bankruptcy Code, as the same may hereafter be amended or replaced, and any other federal, state or foreign law covering insolvency and similar matters. Requirements" (b) The term "Insurance shall mean rules, regulations, orders and requirements of the board of fire underwriters and fire insurance rating organization having jurisdiction and any other similar body performing the same or similar functions, whether now or hereafter in force, and requirements of any insurance policy maintained by Landlord or Tenant at any time. "Landlord" (i) The term shall mean only the owner at the time in question of the Building or of a lease of the Building, so that in the event of any transfer or transfers of title to the Building or of Landlord's interest in a lease of the Building (as tenant thereunder), the transferor shall be relieved and freed of all obligations of Landlord under this Lease accruing after such transfer, and such transferee shall be deemed to have assumed and agreed to perform and observe all obligations of Landlord under this Lease during the period it is the holder of Landlord's interest under this Lease, subject to the provisions, terms and conditions of this Lease. Requirements" (j) The term "Legal shall mean laws and ordinances of federal, state, city, town, county and village governments having jurisdiction over the Premises and rules, regulations, orders, directives and -3- FILED: WESTCHESTER COUNTY CLERK 04/25/2024 12:34 PM INDEX NO. 55149/2024 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 04/25/2024 requirements of all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Premises, and the directions of any public officers pursuant thereto, whether now or hereafter in force. "person" (k) The term shall mean a natural person, a partnership, a corporation, a limited liability company, an estate or trust, or any other form of business or legal association or entity. Rate" (1) The term "Prime shall mean the interest rate identified by Citibank or its successor from time-to-time as its base or prime rate for unsecured ninety day loans. It is not necessarily the lowest rate charged by Citibank or such successor. "Tenant" (m) The term shall mean the original Tenant herein named or any permitted assignee or other successor in interest (immediate or remote) of the original Tenant named herein that at the time in question is the owner of Tenant's interest in this Lease. liability" (n) The words "Tenant indemnifies Landlord against or liability" "Tenant shall indemnify Landlord against and words of similar import shall mean that Tenant agrees to indemnify, hold and save harmless Landlord, each Superior Lessor and Superior Mortgagee (each as defined below), and their respective partners, directors, officers, members, managers, trustees, agents and employees from and against all loss, cost, liability, claim, attorneys' damage, fine, penalty and expense, including reasonable fees and disbursements (whether incurred in resisting and defending any action or proceeding or incurred in enforcing the indemnification rights of Landlord against Tenant), and that in case any action or proceeding is brought against any indemnified person, Tenant shall resist and defend such action or proceeding by attorneys reasonably satisfactory to Landlord.