EXHIBIT 10.2
COMMERCIAL LEASE AGREEMENT
THIS LEASE, made this 1st day of May, 2003 by and between King Investment
Partners ("Landlord") whose address is XX Xxx 0000, Xxxx, XX 00000 and Carolina
Medical, Inc. (subsidiary of Biotel) ("Tenant") whose address is XX Xxx 000,
Xxxx, XX 00000.
WITNESSETH:
PREMISES
1. Landlord, for and in consideration of the rents, covenants, agreements,
and stipulations hereinafter mentioned, provided for and covenanted to be paid,
kept and performed by Tenant, leases and rents unto Tenant, and Tenant hereby
leases and takes upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called the "Premises"), to wit:
Address: 000 Xxxxxxxxxx Xxxxx, Xxxx, XX
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Legal Description: Brick and steel building
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[_] See attached Exhibit _____________ for legal description of premises.
TERM
2. The Tenant shall have and hold the Premises for a term of Five Years*
beginning on the 1st day of May, 2003, and ending on the 30th day of April,
2008, at midnight, unless sooner terminated as hereinafter provided. The first
Lease year Anniversary shall be the date twelve (12) calendar months after the
first day of the first full month of the term hereof and successive Lease Year
Anniversaries shall be the date twelve (12) calendar months from the previous
Lease Year Anniversary. *Three years guaranteed - Years four and five can be
called with a 90 day notice.
RENTAL
3. Tenant agree to pay Landlord or its Agent without demand, deduction or set
off, an annual rental of $50,400.00 payable in equal monthly installments of
$4,200.00 in advance on the first day of each calendar month during the term
hereof. Upon execution of this Lease, Tenant shall pay to Landlord the first
month's rent due hereunder. Rental for any period during the term hereof which
is less than one month shall be the pro-rated portion of the monthly rental due.
On each Lease Year Anniversary the annual rental payable hereunder (and
accordingly the monthly installments) shall be adjusted:
[_] by any change in the Consumer Price Index, Urban Wage Earners and Clerical
Workers, All Cities (CPI-W, 1982-1984-100) ("Index") by multiplying the then
effective annual rental by the value of said Index for the month two months
prior to the Lease Year Anniversary and dividing the product by the value of
said Index for the month two months prior to the previous Lease Year Anniversary
(in the instance of the first Lease Year Anniversary the value of the
Index for the month two months prior to the first full month of the term
hereof). In the event the Index ceases to be published, there shall be
substituted for the Index the measure published by the US Department of Labor
which most nearly approximates the Index;
[_] as follows:
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[_] If this box is checked, Tenant shall pay all rental to Landlord's Agent at
the following address:
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LATE CHARGES
4. If Landlord fails to receive any rent payment within 30 days after it
becomes due, Tenant shall pay Landlord, as additional rental, a late charge
equal to six percent (6%) of the overdue amount or $250.00 whichever is greater,
plus any actual bank fees incurred for resumed or dishonored checks. The parties
agree that such a late charge represents a fair and reasonable estimate of the
cost Landlord will incur by reason of such late payment.
SECURITY DEPOSIT
5. Tenant shall deposit with Landlord or its Agent upon execution of this
Lease $0 as a security deposit which shall be held as security for the full and
faithful performance by Tenant of each and every term covenant and condition of
this Lease. If any of the rents or other charges or sums payable by Tenant shall
be over-due and unpaid or should payments be made on behalf of tenant, or should
Tenant fail to perform any of the terms of this Lease, then Landlord or its
Agent may, at its option, appropriate and apply the security deposit, or so much
thereof as may be necessary, to compensate toward the payment of the rents,
charges or other sums due from Tenant, or towards any loss, damage or expense
sustained by Landlord resulting from such default on the part of the Tenant ;
and in such event Tenant shall upon demand restore the security deposit to the
original sum deposited in the event Tenant furnishes Landlord with proof that
all utility bills have been paid through the date of Lease termination, and
performs all of Tenant's other obligations under this Lease, the security
deposit shall be returned in full to Tenant within thirty (30) days after the
date of the expiration or sooner termination of the term of this Lease and the
surrender of the Premises by Tenant in compliance with the provisions of this
Lease. The Security Deposit may be placed in an interest bearing account and any
interest thereon shall be the property of the party holding the sums.
[_] If this box is checked, Agent shall hold the Security Deposit and shall be
entitled to the interest thereon.
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UTILITY BILLS
6. (a) Tenant shall pay the following utilities: All.
(b) Landlord shall pay the following utilities: None.
Responsibility to pay for a utility service shall include all metering, hook-up
fees or other miscellaneous charges associated with this installation and
maintenance of such utility in said party's name.
COMMON AREA COSTS; RULES AND REGULATIONS
7. If the Premises are part of a larger building or group of buildings,
Tenant shall pay as additional rental monthly, in advance, its pro rata share of
common area maintenance costs as hereinafter more particularly set forth in the
Special Stipulations (see Paragraph 38). The Rules and Regulations, if any,
attached hereto are made a part of this Lease. Tenant agrees to perform and
abide buy these Rules and Regulations, if any, and such other Rules and
Regulations, if any, as may be made from time to time by Landlord.
USE OF PREMISES
8. The Premises shall be used for Manufacture, sales and repair of electronic
equipment purposes only and no other. The Premises shall not be used for any
illegal purposes, nor in any manner to create any nuisance or trespass, nor in
any manner to vitiate the insurance or increase the rate of insurance on the
Premises. In the event Tenant's use of the Premises results in an increase in
the rate of insurance on the Premises, Tenant shall pay to Landlord, upon demand
and as additional rental, the amount of any such increase.
TAX AND INSURANCE ESCALATION
9. Tenant shall pay upon demand as additional rental during the term of this
Lease, and any extension or renewal thereof;
[_] The amount by which all taxes (including but not limited to, ad valorem
taxes, special assessments and any other governmental charges) on the Premises
for each tax year exceed all taxes on the Premises for the tax year __________;
or
[X] all taxes (including but not limited to, ad valorem taxes, special
assessments and any other governmental charges) on the Premises for each tax
year.
In the event the Premises are less than the entire property assessed for such
taxes for any such tax year, then the tax for any such year applicable to the
Premises shall be determined by proration on the basis that the rentable floor
area of the Premises bears to the rentable floor area of the entire property
assessed. If the final year of the Lease term fails to coincide with the tax
year, then any excess for the tax year during which the term ends shall be
reduced by the pro rata part of such tax year beyond the Lease term. If such
taxes for the year in which the Lease terminates are not ascertainable before
payment of the last month's rental, then the amount of such taxes assessed
against the property for the previous tax year shall be used as a basis for
determining the pro rata share, if any, to be paid by Tenant for that portion of
the last Lease year.
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Tenant shall further pay upon demand as additional rental during the term of
this Lease, and any extension or renewal thereof:
[_] the excess cost of fire and extended coverage insurance including any and
all public liability insurance on the building over the cost of the first year
of the Lease term for each subsequent year during the term of this Lease; or
[X] all fire and extended coverage insurance including any and all public
liability insurance on the building.
In the event the Premises are less than the entire property, then the insurance
payable by Tenant for the Premises shall be determined by proration on the basis
that the rentable floor area of the Premises bears to the rentable floor area of
the entire property. Tenant shall pay all taxes and insurance as provided herein
within fifteen (15) days after receipt of notice from Landlord as to the amount
due. Tenant shall be solely responsible for insuring Tenant's personal and
business property and for paying any taxes or governmental assessments levied
thereon.
INDEMNITY; INSURANCE
10. Tenant agrees to act and hereby does indemnify and save Landlord harmless
against all claims for damages to persons or property by reason of Tenant's use
or occupancy of the Premises, and all expenses incurred by Landlord because
thereof, including attorney's fees and court costs. Supplementing the foregoing
and in addition thereto, Tenant shall during the term of this Lease and any
extension or renewal thereof, and at Tenant's expense, maintain in full force
and effect comprehensive general liability insurance with limits of $__________
per person and $__________ per accident, and property damage limits of
$_________, which insurance shall contain a special endorsement recognizing and
insuring any liability accruing to Tenant under the first sentence of this
paragraph and naming Landlord as additional insured. Tenant shall provide
evidence of such insurance to Landlord prior to the commencement of the term of
this Lease. Landlord and tenant each hereby release and relieve the other, and
waive any right of recovery, for loss or damage arising out of or incident to
the perils insured against which perils occur in, on or about the Premises,
whether due to the negligence of Landlord or Tenant or their agents, employees,
contractors and/or invitees, to the extent such loss or damage is within the
policy limits of said comprehensive general liability insurance. Landlord and
Tenant shall, upon obtaining the polices of insurance required, give notice to
the insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.
REPAIRS BY LANDLORD
11. Landlord agrees to keep in good repair the roof, foundation and exterior
walls of the Premises (exclusive of all glass and exclusive of all exterior
doors) and underground utility and sewer pipes outside the exterior walls of the
building, except repairs rendered necessary by the negligence or intentional
wrongful acts of Tenants, its agents, employees or invitees. If the Premises are
part of a larger building or group of buildings, then to the extent that the
grounds are common areas, Landlord shall maintain the grounds surrounding the
building, including paving, the mowing of grass, care of shrubs and general
landscaping. Tenant shall promptly report in writing to Landlord any defective
condition known to it which Landlord is required to
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repair and failure to report such conditions shall make Tenant responsible to
Landlord for any liability incurred by Landlord by reason of such conditions.
REPAIRS BY TENANT
12. Tenant accepts the Premises in their present condition and as suited for
the uses intended by Tenant. Tenant shall, throughout the initial term of this
Lease, and any extension or renewal thereof, at its expense, maintain in good
order and repair the Premises, including the building, heating and air
conditioning equipment (including but not limited to replacement of parts,
compressors, air handling units and heating units) and other improvements
located thereon, except those repairs expressly required to be made by Landlord
hereunder. Unless the grounds are common areas of a building(s) larger than the
Premises, Tenant further agrees to care for the grounds around the building,
including paving, the mowing of grass, care of shrubs and general landscaping.
Tenant agrees to return the Premises to Landlord at the expiration or prior
termination of this Lease, in as good condition and repair as when first
received, natural wear and tear, damage by storm, fire, lightning, earthquake or
other casualty alone excepted. Tenant, Tenant's employees, agents, contractors
or subcontractors shall take no action which may void any manufacturers or
installers warranty with relation to the Premises. Tenant shall indemnify and
hold Landlord harmless from any liability, claim, demand or cause of action
arising on account of Tenant's breach of the provisions of this paragraph.
ALTERATIONS
13. Tenant shall not make any alterations, additions, or improvements to the
Premises without Landlord's prior written consent. Tenant shall promptly remove
any alterations, additions or improvements constructed in violation of this
Paragraph upon Landlord's written request. All approved alterations, additions,
and improvements will be accomplished in a good and workmanlike manner, in
conformity with all applicable laws and regulations, and by a contractor
approved by Landlord, free of any liens or encumbrances. Landlord may require
Tenant to remove any alterations, additions or improvements (whether or not made
with Landlord's consent) at the termination of the Lease and to restore the
Premises to its prior condition, all at Tenant's expense. All alterations,
additions and improvements which Landlord has not required Tenant to remove
shall become Landlord's property and shall be surrendered to Landlord upon the
termination of this Lease, except that Tenant may remove any of Tenant's
machinery or equipment which can be removed without material damage to the
Premises. Tenant shall repair, at Tenant's expense, any damage to the Premises
caused by the removal of any such machinery or equipment.
REMOVAL OF FIXTURES
14. Tenant may (if not in default hereunder) prior to the expiration of this
Lease, or any extension or renewal thereof, remove all fixtures and equipment
which it has placed in the Premises, provided Tenant repairs all damage to the
Premises caused by such removal.
DESTRUCTION OF OR DAMAGE TO PREMISES
15. If the Premises are totally destroyed by storm, fire, lightning,
earthquake or other casualty, this lease shall terminate as of the date of such
destruction and rental shall be accounted for as between Landlord and Tenant as
of that date. If the premises are damaged but not wholly destroyed by any such
casualties, rental shall xxxxx in such proportion as effective use of the
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Premises has been affected and Landlord shall restore Premises to substantially
the same condition as before damage as speedily as is practicable, whereupon
full rental shall recommence.
GOVERNMENTAL ORDERS
16. Tenant agrees, at its own expense, to comply promptly with all
requirements of any legally constituted public authority made necessary by
reason of Tenant's occupancy of the Premises. Landlord agrees to comply promptly
with any such requirements if not made necessary by reason of Tenant's
occupancy. It is mutually agreed, however, between Landlord and Tenant, that if
in order to comply with such requirements the cost to Landlord or Tenant, as the
case may be, shall exceed a sum equal to one year's rent, then Landlord or
Tenant, whichever is obligated to comply with such requirements, may terminate
this Lease by giving written notice of termination to the other party by
registered mail, which termination shall become effective sixty (60) days after
receipt of such notice and which notice shall eliminate the necessity of
compliance with such requirements by giving such notice unless the party giving
such notice of termination shall, before termination becomes effective, pay to
the party giving notice all cost of compliance in excess of one year's rent, or
secure payment of said sum in manner satisfactory to the party giving notice.
CONDEMNATION
17. If the whole of the Premises, or such portion thereof as will make the
Premises unusable for the purposes herein leased, is condemned by any legally
constituted authority for any public use or purpose, then in either of said
events the term hereby granted shall cease from the date when possession thereof
is taken by public authorities, and rental shall be accounted for as between
Landlord and Tenant as of said date. Such termination, however, shall be without
prejudice to the rights of either Landlord or Tenant to recover compensation and
damage caused by condemnation from the condemnor. It is further understood and
agreed that Tenant shall not have any rights in any award made to Landlord by
any condemnation authority.
ASSIGNMENT AND SUBLETTING
18. Tenant shall not, without the prior written consent of Landlord, which
shall not be unreasonably withheld, assign this Lease or any interest hereunder,
or sublet the Premises or any part thereof, or permit the use of the Premises by
any party other than the Tenant. Consent to any assignment or sublease shall not
impair this provision and all later assignments or subleases shall be made
likewise only on the prior written consent of Landlord. The Assignee or Tenant,
at option of Landlord, shall become directly liable to Landlord for all
obligations of Tenant hereunder, but no sublease or assignment by Tenant shall
relieve Tenant of any liability hereunder.
EVENTS OF DEFAULT
19. The happening of any one or more of the following events (hereinafter any
one of which may be referred to as an "Event of Default") during the term of
this Lease, or any renewal or extension thereof, shall constitute a breach of
this Lease on the part of the Tenant: (a) Tenant fails to pay the rental as
provided for herein; (b) Tenant abandons or vacates the Premises; (c) Tenant
fails to comply with or abide by and perform any other obligations imposed upon
Tenant under this Lease; (d) Tenant is adjudicated bankrupt; (e) A permanent
receiver is
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appointed for Tenant's property and such receiver is not removed within sixty
(60) days after written notice from Landlord to Tenant to obtain such removal;
(f) Tenant, either voluntarily or involuntarily, takes advantage of any debt or
relief proceedings under any present or future law, whereby the rent or any part
thereof is, or is proposed to be reduced or payment thereof deferred; (b) Tenant
makes an assignment for benefit of creditors; or (h) Tenant's effects are levied
upon or attached under process against Tenant, which is not satisfied or
dissolved within thirty (30) days after written notice from Landlord to Tenant
to obtain satisfaction thereof.
REMEDIES UPON DEFAULT
20. Upon the occurrence of Event of Default, Landlord may pursue any one or
more of the following remedies separately or concurrently, without prejudice to
any other remedy herein provided or provided by law; (a) if the Event of Default
involves nonpayment of rental and Tenant fails to cure such default with five
(5) days after receipt of written notice thereof from Landlord, or if the Event
of Default involves a default in performing any of the terms or provisions of
this Lease other than the payment of rental and Tenant fails to cure such
default within fifteen (15) days after receipt of written notice of default from
Landlord, Landlord may terminate this Lease by giving written notice to Tenant
and upon such termination shall be entitled to recover from tenant damages as
may be permitted under applicable law; or (b) if the Event of Default involves
any matter other than those set forth in item (a) of this paragraph, Landlord
may terminate this Lease by giving written notice to Tenant and, upon such
termination, shall be entitled to recover from the Tenant damages in an amount
equal to all rental which is due and all rental which would otherwise have
become due throughout the remaining term of this Lease, or any renewal extension
thereof (as if this Lease had not been terminated); or (c) upon any Event of
Default, Landlord, as Tenant's agent, without terminating this Lease, may enter
upon and rent the Premises, in whole or in part, at the best price obtainable by
reasonable effort, without advertisement and by private negotiations and for any
term Landlord deems proper, with Tenant being liable to landlord for the
deficiency, if any, between Tenant's rent hereunder and the price obtained by
Landlord on reletting, provided however, that Landlord shall not be considered
to be under any duty by reason of this provision to take any action to mitigate
damages by reason of Tenant's default. In the event Landlord hires an attorney
to enforce its rights upon default, Tenant shall in addition be liable for
reasonable attorney's fees and all costs of collection.
EXTERIOR SIGNS
21. Tenant shall place no signs upon the outside walls or roof of the
Premises, except with the express written consent of the Landlord. Any and all
signs placed on the Premises by Tenant shall be maintained in compliance with
governmental rules and regulations governing such signs and Tenant shall be
responsible to Landlord for any damage caused by installation, use or
maintenance of said signs, and all damage incident to removal thereof.
LANDLORD'S ENTRY OF PREMISES
22. Landlord may advertise the Premises "For Rent" or "For Sale" _____________
days before the termination of this Lease. Landlord may enter the Premises at
reasonable hours to exhibit same to prospective purchasers or tenants and to
make repairs required of Landlord under the terms hereof or to make repairs to
Landlord's adjoining property, if any.
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EFFECT OF TERMINATION OF LEASE
23. No termination of this Lease prior to the normal ending thereof, by lapse
of time or otherwise, shall affect Landlord's right to collect rent for the
period prior to termination thereof.
MORTGAGEE'S RIGHTS
24. Tenant's rights shall be subject to any bona fide mortgage, deed of trust
or other security interest which is now or may hereafter be placed upon the
Premises by Landlord. Tenant shall, if required by Landlord, execute a separate
agreement reflecting such subordination, and shall be obligated to execute such
documentation as may facilitate Landlord's sale or refinancing of the Premises,
including but not limited to estoppel certificates, subordination or attornment
agreements.
QUIET ENJOYMENT
25. So long as Tenant observes and performs the covenants and agreements
contained herein, it shall at all times during the Lease term peacefully and
quietly have and enjoy possession of the Premises, but always subject to the
terms hereof. Provided, however, that in the event Landlord shall sell or
otherwise transfer its interest in the Premises, Tenant agrees to attorn to any
new owner or interest holder and shall, if requested by Landlord, execute a
separate agreement reflecting such attornment, provided that said agreement
requires the new owner or interest holder to recognize its obligations and
Tenant's rights hereunder.
HOLDING OVER
26. If Tenant remains in possession of the Premises after expiration of the
term hereof, with Landlord's acquiescence and without any express agreement of
the parties, Tenant shall be a tenant at will at the rental rate which is in
effect at end of this Lease and there shall be no renewal of this Lease by
operation of law. If Tenant remains in possession of the Premises after
expiration of the term hereof without Landlord's acquiescence, Tenant shall be a
tenant at sufferance and commencing on the date following the date of such
expiration, the monthly rental payable under Paragraph 3 above shall for each
month, or fraction thereof during which Tenant so remains in possession of the
premises, be twice the monthly rental otherwise payable under Paragraph 3 above.
ATTORNEY'S FEES
27. In the event that any action or proceeding is brought to enforce any term,
covenant or condition of this Lease on the part of Landlord or Tenant, the
prevailing party in such litigation shall be entitled to recover reasonable
attorney's fees and costs.
RIGHTS CUMULATIVE
28. All rights, powers and privileges conferred hereunder upon parties hereto
shall be cumulative and not restrictive of those given by law.
WAIVER OF RIGHTS
29. No failure of Landlord to exercise any power given Landlord hereunder or
to insist upon strict compliance by Tenant of its obligations hereunder and no
custom or practice of the parties at variance with the terms hereof shall
constitute a waiver of Landlord's right to demand exact compliance with the
terms hereof.
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ENVIRONMENTAL LAWS
30. (a) Tenant shall not bring onto the Premises any Hazardous Materials (as
defined below) without the prior written approval by Landlord. Any approval must
be preceded by submission to Landlord of appropriate Material Safety Data Sheets
(MSD Sheets). In the event of approval by Landlord, Tenant covenants that it
will (1) comply with all requirements of any constituted public authority and
all federal, state, and local codes, statutes, rules and regulations, and laws,
whether now in force or hereafter adopted relating to Tenant's use of the
Premises, or relating to the storage, use, disposal, processing, distribution,
shipping or sales of any hazardous, flammable, toxic, or dangerous materials,
waste or substance, the presence of which is regulated by a federal, state, or
local law, ruling, rule or regulation (hereafter collectively referred to as
"Hazardous Materials"); (2) comply with any reasonable recommendations by the
insurance carrier of either Landlord or Tenant relating to the use by Tenant on
the Premises of such Hazardous materials; (3) refrain from unlawfully disposing
of or allowing the disposal of any Hazardous Materials upon, within, about or
under the Premises; and (4) remove all Hazardous Materials from the Premises,
either after their use by Tenant or upon the expiration or earlier termination
of this lease, in compliance with all applicable laws.
(b) Tenant shall be responsible for obtaining all necessary permits in
connection with its use, storage and disposal of Hazardous Materials, and shall
develop and maintain, and where necessary file with the appropriate authorities,
all reports, receipts, manifest, filings, lists and invoices covering those
Hazardous Materials and Tenant shall provide Landlord with copies of all such
items upon request. Tenant shall provide within five (5) days after receipt
thereof, copies of all notices, orders, claims or other correspondence from any
federal, state or local government or agency alleging any violation of any
environmental law or regulation by Tenant, or related in any manner to Hazardous
Materials. In addition, Tenant shall provide Landlord with copies of all
responses to such correspondence at the time of the response.
(c) Tenant hereby indemnifies and holds harmless Landlord, its
successors and assigns from and against any and all losses, liabilities,
damages, injuries, penalties, fines, costs, expenses and claims of any and every
kind whatsoever (including attorney's fees and costs, expenses or claims
asserted or arising under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, from time to time, and regulations
promulgated thereunder, any so-called state or local "Superfund" or "Superlien"
law, or any other federal, state or local statute, law or ordinance, code, rule,
regulations, order or degree regulating, relating to, or imposing liability or
standards of conduct concerning any Hazardous Materials) paid, incurred or
suffered by, or asserted against, Landlord as a result of any claim, demand or
judicial or administrative action by any person or entity (including
governmental or private entities) for, with respect to, or as a direct or
indirect result of, the presence on or under or the escape, seepage, leakage,
spillage, discharge, emission or release from the Premises on any Hazardous
Materials caused by Tenant or Tenant's agents, employees, invitees or successors
in interest. This indemnity shall also apply to any release of Hazardous
Materials caused by a fire or other casualty to the premises if such Hazardous
Materials were stored on the Premises by Tenant, its agents, employees, invitees
or successors in interest.
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(d) If tenant fails to comply with the Covenants to be performed
hereunder with respect to Hazardous materials, or if an environmental protection
lien is filed against the premises as a result of the actions of Tenant, its
agents, employees or invitees, then the occurrence of any such events shall be
considered a default hereunder.
(e) Tenant will give Landlord prompt notice of any release of Hazardous
Materials, reportable or non-reportable, to federal, state or local authorities,
of any fire, or any damage occurring on or to the Premises.
(f) Tenant will use and occupy the Premises and conduct its business in
such a manner that the Premises are neat, clean and orderly at all times with
all chemicals or Hazardous Materials marked for easy identification and stored
according to all codes as outlined above.
(g) The warranties and indemnities contained in this Paragraph shall
survive the termination of this Lease.
TIME OF ESSENCE
31. Time is of the essence in this Lease.
ABANDONMENT
32. Tenant shall not abandon the Premises at any time during the Lease term.
If Tenant shall abandon the premises or be dispossessed by process of law, any
Personal Property belonging to Tenant and left on the Premises shall, at the
option of Landlord, be deemed abandoned, and available to landlord to use or
sell to offset any rent due or any expenses incurred by removing same and
restoring the Premises.
DEFINITIONS
33. "Landlord" as used in this Lease shall include the undersigned, its heirs,
representatives, assigns and successors in title to the Premises. "Agent" as
used in this Lease shall mean the party designated as same in Paragraph 34, its
heirs, representatives, assigns and successors. "Tenant" shall include the
undersigned and its heirs, representatives, assigns and successors, and if this
lease shall be validly assigned or sublet, shall include also Tenant's assignee
or sublessees as to the Premises covered by such assignment or sublease.
"Landlord", "Tenant", and "Agent" include male and female, singular and plural,
corporation, partnership or individual, as may fit the particular parties.
NOTICES
34. All notices required or permitted under this Lease shall be in writing and
shall be personally delivered or sent by U.S. certified mail, return receipt
requested, postage prepaid. Notices to Tenant shall be delivered or sent to the
address shown at the beginning of this Lease, except that upon Tenant taking
possession of the Premises, then the Premises shall be Tenant's address for such
purposes. Notices to Landlord shall be delivered or sent to the address shown at
the beginning of this Lease and notices to Agent, if any, shall be delivered or
sent to the address set forth in Paragraph 3 hereof.
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ALL NOTICES SHALL BE EFFECTIVE UPON DELIVERY. ANY PARTY MAY CHANGE ITS NOTICE
ADDRESS UPON WRITTEN NOTICE TO THE OTHER PARTIES, GIVEN AS PROVIDED HEREIN.
ENTIRE AGREEMENT
35. This Lease contains the entire agreement of the parties hereto, and no
representations, inducements, promises or agreements, oral or otherwise, between
the parties, not embodied herein shall be of any force or effect. This Lease may
not be modified except by a writing signed by all the parties hereto.
AUTHORIZED LEASE EXECUTION
36. Each individual executing this Lease as director, officer, partner, member
or agent of a corporation, limited liability company, or partnership represents
and warrants that he is duly authorized to execute and deliver this Lease on
behalf of such corporation, limited liability company, or partnership.
TRANSFER OF LANDLORD'S INTEREST
37. In the event of the sale, assignment or transfer by Landlord of its
interest in the Premises or in this Lease (other than a collateral assignment to
secure a debt of Landlord) to a successor in interest who expressly assumes the
obligations of Landlord under this Lease, Landlord shall thereupon be released
and discharged from all its covenants and obligations under this Lease, except
those obligations that have accrued prior to such sale, assignment or transfer;
and Tenant agrees to look solely to the successor in interest of Landlord for
the performance of those covenants accruing after such sale, assignment or
transfer. Landlord's assignment of this Lease, or of any or all of its rights in
this Lease, shall not affect Tenant's obligations hereunder, and Tenant shall
attorn and look to the assignee as Landlord, provided Tenant has first received
written notice of the assignment of Landlord's interest.
SPECIAL STIPULATIONS
38. Any special stipulations are set forth in the attached Exhibit __________.
In so far as said Special Stipulations conflict with any of the foregoing
provisions, said Special Stipulations shall control.
MEMORANDUM OF LEASE
39. Upon receipt by either Landlord or Tenant, the parties hereto shall
execute a short form lease (Memorandum of Lease) in recordable form, setting
forth such provisions hereof (other than the amount of Base Monthly Rent and
other sums due) as either party may wish to incorporate. The cost of recording
such memorandum of lease shall be borne by the party requesting execution of
same.
THIS DOCUMENT IS A LEGAL DOCUMENT. EXECUTION OF THIS DOCUMENT HAS LEGAL
CONSEQUENCES THAT COULD BE ENFORCEABLE IN A COURT OF LAW. THE NORTH XXXXXXXX
ASSOCIATION OF REALTORS(R) MAKES NO REPRESENTATIONS CONCERNING THE LEGAL
SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS DOCUMENT OR THE
TRANSACTION TO WHICH IT RELATES AND RECOMMENDS THAT YOU CONSULT YOUR ATTORNEY.
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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS AND SEALS,
THE DATE AND YEARS FIRST ABOVE WRITTEN.
LANDLORD:
Individual Business Entity
----------------------------- (SEAL) King Investment Partners
(NAME OF FIRM)
----------------------------- (SEAL) By: /s/
--------------------------------
Xxxxx X. Xxxxxx
Title: General Partner
-----------------------------
TENANT
Individual Business Entity
----------------------------- (SEAL) Carolina Medical, Inc.
------------------------------------
* (NAME OF FIRM)
----------------------------- (SEAL) By: /s/
--------------------------------
Xxxxxxx Xxxxxx
Title: President
-----------------------------
* subject to ratification by the Board of Directors on Fri. May 2, 2003.
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