EXHIBIT 10.1
TERMINATION OF LEASE AGREEMENT
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THIS AGREEMENT made in Great Neck, New York as of the 1ST day of January,
2006, (hereinafter "this Termination Agreement"), by and between 000 XXXXXXXX
XXXX. REALTY CORP., a New York corporation having offices at 000 Xxxxx Xxxx
Xxxx, Xxxxx Xxxx, Xxxxx of Xxx Xxxx, Xxxxxx xx Xxxxxx, Xxxxxx Xxxxxx xx Xxxxxxx
(hereinafter referred to as "the LANDLORD"); with INMARK SERVICES LLC (formerly
Inmark Services, Inc.) having offices at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
(hereinafter referred to as "the TENANT" and together with the LANDLORD,
hereinafter collectively referred to as "the PARTIES").
W I T N E S S E T H:
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WHEREAS, LANDLORD and TENANT are the same parties that entered a Lease
Agreement dated June 16, 1998 to Lease certain premises located at 000 Xxxxxxxx
Xxxx, Xxxxx Xxxx, Xxx Xxxx (hereinafter referred to as "the LEASE AGREEMENT";
capitalized terms used but not defined herein shall have the meanings set forth
in the Lease Agreement);
WHEREAS, the Lease Agreement provides for an initial period of ten (10)
years commencing August 1, 1998 and continuing until July 31, 2008 with
extension and renewal rights as contained therein;
WHEREAS, LANDLORD and TENANT reserved the right in the Lease Agreement to
amend and/or modify the existing terms and conditions thereof and now, by this
Termination Agreement, do hereby make such modification; and
WHEREAS, LANDLORD and TENANT now, by this Termination Agreement, intend to
terminate the Lease Agreement and, notwithstanding the terms, conditions,
covenants and duties, one to the other, now consider, for all purposes, the
Lease Agreement as having expired on January 1, 2006 at 12:01 A.M., with such
date and time now being treated as the end of the Term as provided in Article 20
of the Lease Agreement.
NOW, THEREFORE, in consideration of the mutual premises promises and
covenants set forth herein, the Parties agree as follows:
ARTICLE I
TERMINATION OF LEASE
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1.1 Termination: LANDLORD and TENANT hereby agree that subject to the terms
and conditions of this Termination Agreement, including receipt by LANDLORD of
the payments provided for under Section 3.1 below, effective January 1, 2006 at
12:01 A.M. ("the Effective Time"), the Lease Agreement shall be deemed to have
terminated and become null and void, and at such time, all rights, duties, and
obligations of the Parties one to the other under the Lease Agreement shall be
deemed to have terminated and the Term expired.
ARTICLE II
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DELIVERY OF POSSESSION; TERMINATION OF LIENS
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2.1 Return of Possession: As of the Effective Time, TENANT has returned
possession of the Demised Premises to LANDLORD in broom clean condition.
2.2 Removal of Liens and Encumbrances: If, during the term of the Lease,
the TENANT, its agent, representative, employee or authorized officer, by
contract or otherwise, caused to occur any lien or encumbrance on the Demised
Premises which shall remain as a filed claim of right in any local, county, or
state recording office, TENANT, at TENANT's sole cost and expense, shall cause
such lien or encumbrance to be removed and released.
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ARTICLE III
CONSIDERATION FOR TERMINATION OF LEASE
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3.1 Consideration for Lease Termination: As consideration for the
termination of the Lease Agreement hereunder, and in full satisfaction of all
obligations and sums now or hereafter owing by TENANT to LANDLORD under the
Lease Agreement, the TENANT agrees to pay the LANDLORD the following amounts:
a) Payment through December, 2005: The required payment under the
Lease Agreement through the period ending December 31, 2005 in the amount of
$42,417.00, less $29,917 which has been paid to LANDLORD prior to the date
hereof; and
b) Payment on January 1, 2006: An additional lump sum payment of
$520,032.00, less the amount of $48,650 which was deposited by TENANT with
LANDLORD as security under the Lease Agreement and interest related thereto in
the amount of $6000.00.
ARTICLE IV
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MUTUAL RELEASE AND ESTOPPEL
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4.1 Mutual Release: The Parties agree that upon the execution of this
Termination Agreement and the payments by TENANT under Section 3.1 above, the
Parties now do hereby relieve and release each other from all claims and demands
as may have otherwise existed under the Lease Agreement for monthly obligations
and state that neither Party was in default under the Lease Agreement nor failed
to perform all terms, conditions, covenants and provisions of said Lease
Agreement.
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ARTICLE V
INDEMNITIES
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5.1 Tenant's Indemnity of Landlord. TENANT agrees to indemnify and hold
LANDLORD, its assignees, subsidiaries, affiliates, heirs, successors, assigns as
well as their respective officers, directors, employees, agents, and successors
harmless, from any and all liabilities, losses, damages, costs, fees and
expenses, including reasonable attorney's fees, directly or indirectly arising
out of or in any way associated with the breach by TENANT of any representation,
warranty or agreement made herein or in the original Lease Agreement.
ARTICLE VI
MISCELLANEOUS
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6.1 Survival of Terms of Agreement: All agreements, representations,
warranties, terms and conditions set forth in this Termination Agreement shall
survive the execution and delivery of this Termination Agreement and the
consummation of the transaction provided for herein.
6.2 Successors and Assigns: This Termination Agreement shall be binding
upon and inure to the benefit of the successors and assigns of LANDLORD and
TENANT.
6.3 Notices: All notices necessary or desirable to be given hereunder shall
be in writing and delivered in person or sent by telegram, certified or
registered mail, if for LANDLORD, addressed to:
XXXXXX XXXXXXX
000 Xxxxxxxx Xxxx Realty Corp.
000 Xxxxx Xxxx Xxxx
Xxxxx Xxxx, Xxx Xxxx 00000
and if to TENANT, addressed to:
INMARK SERVICES LLC
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ATTN: Xxxxx Xxxxxxx
or to such other address as is stated in a notice given in compliance herewith.
Any notice given in accordance with the foregoing shall be deemed to have been
given when delivered in person or, if mailed, on the day on which it shall have
been received or refused by the intended recipient.
6.4 Headings: The various headings used in this Termination Agreement as
headings of paragraphs, articles or otherwise are for convenience only and shall
not be used in interpreting or limiting the text of the sections in which they
appear.
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6.5 Severability: The invalidity of any provision of this Termination
Agreement shall not impair the validity of any other provision. If any provision
of this Termination Agreement is determined to be unenforceable by a court of
competent jurisdiction, such provision shall be deemed severable and the
remaining provisions of the Termination Agreement shall be enforced.
6.6 Governing Law: This Termination Agreement shall be construed and
interpreted in accordance with, and the validity of this Termination Agreement
shall be judged by, the laws of the State of New York.
6.7 Entire Agreement: This Termination Agreement sets forth the entire
agreement and understanding of the parties hereto. It may only be amended,
modified or terminated by the written mutual consent of all of the parties
hereto and duly executed by the authorized representatives of the parties hereto
in order to be binding upon the LANDLORD and the TENANT.
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IN WITNESS WHEREOF, the parties hereby have caused this Termination
Agreement to be executed as of the day and year first above written.
000 XXXXXXXX XXXX REALTY CORP.
By: ____________________________
Xxxxxx Xxxxxxx, President
INMARK SERVICES LLC
By: ____________________________
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ACKNOWLEDGMENTS
STATE OF :
SS:
COUNTY OF :
BE IT REMEMBERED that on this ____ day of _______________,2006, before me,
____________, Notary Public authorized to administer oaths and attest to the
signatures of a party to the Termination Agreement referenced above, personally
appeared __________________________, the ___________ of Inmark Service LLC who I
am satisfied is the person who has signed the referenced Termination Agreement,
and to whom I have first made known the contents thereof, did acknowledge that
he signed and delivered the same as such officer aforesaid and the within
Termination Agreement is the voluntary act and deed of such company, made by
virtue of the authority of its Board of Managers.
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ACKNOWLEDGEMENT
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STATE OF NEW YORK :
:SS:
COUNTY OF NASSAU :
BE IT REMEMBERED that on this ____ day of _________________,2006, before
me, ______________________________________, a Notary Public authorized to
administer oaths and attest to the signatures of a party to the Termination
Agreement referenced above, personally appeared Xxxxxx Xxxxxxx, President of 000
Xxxxxxxx Xxxx Realty Corp. who I am satisfied is the person who has signed the
referenced Termination Agreement, and to whom I have first made known the
contents thereof, did acknowledge that he signed and delivered the same as such
officer aforesaid and the within Termination Agreement is the voluntary act and
deed of such corporation, made by virtue of the authority of its Board of
Directors.
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