EXHIBIT 10.4
SUBLEASE AGREEMENT
Toshiba America MRI, Inc. ("XXXX"), located at 000 Xxxx Xxx, Xxxxx Xxx
Xxxxxxxxx, XX, and AccuImage Diagnostics Corporation ("TENANT"), located at 000
Xxxxxx Xxxxx Xxxx., Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, XX hereby agree as follows:
1. SUBLEASE. XXXX hereby subleases to TENANT approximately 7,430 square feet
(the "Premises") of the space leased by XXXX at 000 Xxxxxxxxx Xxxxx, Xxxxx
Xxx Xxxxxxxxx, XX, under the Lease Agreement ("Lease Agreement") entered
into between XXXX and Bedford property Investors, Inc. ("Landlord"). The
Lease Agreement is attached hereto and by this reference is deemed
incorporated into this Sublease Agreement. The Premises is identified on
the attached "Exhibit A".
2. NO WARRANTIES. XXXX subleases the Premises to TENANT AS IS, without any
warranties whatsoever concerning the condition of the Premises or the
suitability of the same for TENANT's purposes.
3. TERM. The term of this Sublease Agreement will begin on June 20, 2001 and
end on December 31, 2003. However, XXXX may terminate this Sublease
Agreement immediately at any time during its term should TENANT breach any
of the terms and conditions specified in the Sublease Agreement. XXXX may
also avail itself of any other remedies provided under the law.
4. RENTAL. The monthly rental to be paid by TENANT will be as follows:
June 20, 2001 through June 30, 2001 $2279.00
July 1, 2001 through December 31. 2001 $6836.00
January 1, 2002 through December 31, 2002 $7133.00
January 1, 2003 through December 31, 2003 $7579.00
The first installment of rent ($2,279.00) shall be paid upon execution of
this Sublease Agreement. Future installments will be paid in advance no
later than the first day of each month throughout the term of this Sublease
Agreement at the following address (or any other to be designated by XXXX):
TOSHIBA AMERICA MRI, INC.
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
All rentals paid after due date will be assessed a late payment charge of
the lesser of 1 1/2% per month or the maximum rate permitted by law. XXXX
may require TENANT to pay the rent quarterly, in advance, if TENANT tenders
late rent payments on three (3) or more occasions during the sublease term.
Should XXXX take such action, it does not constitute a waiver of any other
rights or remedies XXXX may have regarding late or nonpayment of rent by
TENANT.
5. OPERATING EXPENSES AND TAXES. In addition to the rentals specified above,
TENANT is to pay all Operating Expenses, utility and maintenance costs, as
the same is defined in the Lease Agreement or as may otherwise be required
to properly maintain the facility, and real property taxes and assessments,
as required under the Lease Agreement. TENANT shall be responsible for
payment of all its personal property taxes without regard to any base year.
6. UTILITIES. TENANT shall pay for all utilities separately metered for the
Premises.
7. PARKING. TENANT may use all parking and shall pay for the same to the
extent specified in the Lease Agreement.
8. SECURITY DEPOSIT. Upon execution of this Sublease Agreement, TENANT is to
pay XXXX the sum of $6,836.00 (six thousand, eight hundred thirty six
dollars), to be used as security deposit for the performance of TENANT's
obligations under this Sublease Agreement including, without limitation,
the surrender of possession of the Premises to XXXX upon expiration of the
term of this Sublease Agreement. It is expressly understood and agreed that
such deposit is not an advance rental deposit or a measure of TAMI's
damages in case of TENANT's default. If XXXX applies any part of the
security deposit to cure any default of TENANT, TENANT will, upon demand,
deposit with XXXX the amount so applied so that XXXX will have the full
deposit on hand at all times during the term of this Sublease Agreement. No
interest will be due on the security deposit and XXXX will not be obligated
to apply the security deposit to rents or other charges in arrears or to
damages for TENANT's failure to perform under this Sublease Agreement.
However, XXXX may so apply the security deposit at TAMI's option, and
TAMI's right to possession of the Premises for nonpayment of rent or for
any other reason will not in any way be affected by reason of the fact that
XXXX holds such security deposit.
Based on the obligations set forth in Section 4 and this Section 8,
Tenant's payment obligation upon execution of this sublease shall be
$9,115.00 (nine thousand one hundred fifteen dollars).
9. TENANT IMPROVEMENTS. XXXX will pay for the actual cost of improvements to
the Premises, up to a maximum amount not to exceed twenty-five thousand
dollars ($25,000). The cost of any improvements in excess of $25,000 will
he borne by Tenant. All such improvements must be good quality and
workmanship, and must be made under the terms specified in the Master
Lease. Tenant is responsible for securing any permits or other approvals
required for such improvement. Tenant must repay to XXXX a prorated share
of the amounts for these improvements based on the actual number of months
the Tenant occupies the space if this lease terminates prior to December
31, 2003 due to a default by Tenant.
10. FINANCIAL INFORMATION. TENANT will provide XXXX with all financial
information reasonably requested by XXXX from time to time to determine
TENANT's ability to comply with its obligations under this Sublease
Agreement.
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11. ASSUMPTION. OF OBLIGATIONS. TENANT agrees to fully perform all of the
obligations of XXXX (except TAMI's obligation to pay rent, and except as
otherwise specified in this Sublease Agreement) under the terms of the
Lease Agreement with respect to the Premises and to accord XXXX all of the
rights, privileges, and indemnities with respect to and from XXXX to
Landlord under the Lease Agreement and agrees that all of the terms and
conditions of the Lease Agreement are hereby incorporated in this Sublease
Agreement, including, without limitation, the obligation to maintain and
repair the Premises.
12. INDEMNIFICATION. TENANT will defend, indemnify, and hold XXXX harmless from
all claims, damages, liabilities, and costs (including attorney's fees)
arising out of TENANTS failure to comply with its obligations under this
Sublease Agreement or otherwise arising out of TENANT'S occupancy of the
Premises, including, without limitation, any claim made by the Landlord.
13. ATTORNEY'S FEES. In the event of any legal proceeding involving any party
to this Sublease Agreement against the other relating to the subject matter
of this Sublease Agreement, the prevailing party in such proceeding will be
entitled to recover attorney's fees, expert fees, and court costs against
the non-prevailing party.
14. ENTIRE AGREEMENT; MODIFICATION. This Agreement and its attachments contain
the entire agreement and understanding between the parties relating to its
subject matter. It supersedes all prior agreements and understandings,
whether oral or written, relating to such subject matter. It also
supersedes all standard terms and conditions on any form to be exchanged
between the parties, including, invoice, purchase order, order
acknowledgment quotation and delivery documents. This Agreement may not be
amended or modified in any manner except by means of a writing executed by
all parties.
TOSHIBA AMERICA MRI, INC. ACCUIMAGE DIAGNOSTICS CORPORATION
By: /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXX XXXXXXX
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Xxxxxxx X. Xxxxxxxxx Xxxx Xxxxxxx
Senior Vice President CEO
Dated: 5/25/01 Dated: 5/24/01
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