COMMERCIAL SUBSUBLEASE AGREEMENT
Exhibit
10.10
COMMERCIAL
SUBSUBLEASE AGREEMENT
THIS
SUBSUBLEASE AGREEMENT is made and entered into as of April 1, 2008, between
Masters Healthcare,
LLC., hereafter referred to as “Sublessor” and
Xxxxxxxxxxxxxxx.Xxx, Inc. a Delaware Corporation, hereafter referred to as
“Sublessee”:
WITNESSETH
|
1.
|
SUBLEASE
PREMISES: In consideration of the rents, terms, provisions and covenants
of this Sublease, Sublessor hereby
Subleases, lets, and demises to Sublessee the
following described premises:
|
An
approximately 16,700 square foot area of building (“Building” or “Subleased
Premises”) comprising approximately 36.7% of SubSublessor’s building
(Sublessee’s Percentage) situated on +/- 2.41 acres of land located at 000
Xxxxxxxx Xxxxx, Xxxx xx Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxx.
|
2.
|
INITIAL
TERM: Subject to and upon the conditions set forth below, the
term of this Sublease shall commence on April 1, 2008 (Commencement Date).
This Sublease shall terminate on the last day of March 2011. Sublessee
shall have an option to extend lease for a term of 2 yrs. Following
initial lease term at a rate outlined on Exhibit
A..
|
|
3.
|
RENT: (a) Base
Rent: Sublessee agrees to pay monthly as Base Rental
during the term of this Sublease the sums as indicated on the
attached “Rent Schedule”, which amounts shall be
payable to Sublessor at the address shown below on the first day of the
month. One monthly installment of rent shall be due and payable on the
date of execution of this Sublease by Sublessee for the first month’s rent
and a like monthly installment shall be due and payable on or before the
first day of each succeeding calendar month, as indicated on the Rent
Schedule, during the demised term; provided, that if the “Commencement
Date” should be a date other than the first day of a calendar month, the
monthly rental set forth above shall be pro-rated to the end of that
calendar month, and all succeeding installments of rent shall be payable
on or before the first day of each succeeding calendar month during the
demised term. Sublessee shall pay, as additional rental, all other sums
due under this Sublease.
|
|
(b)
|
INSURANCE
PREMIUMS: Sublessor shall provide and Sublessee shall pay for
the All Risk Fire and Extended Coverage Insurance for the building with
loss of rent endorsement.
|
|
(c)
|
OTHER
CHARGES: This Sublease is an “Absolute Net Sublease” and it is the
Sublessee’s responsibility to pay on a timely basis all costs associated
with the use and occupancy of the Subleased Premises, including, but not
limited to, maintenance, and insurance. Sublessee covenants and
agrees with Sublessor that Sublessee shall not be entitled to any
abatement, deduction, deferment, suspension or reduction of or setoff
against payment of Base Rent or any other amounts due Sublessor under this
Sublease.
|
|
4.
|
USAGE: Sublessee
may use the premises for any purpose so long as it is lawful and does not
violate any local zoning ordinances. Sublessee shall occupy the Subleased
Premises, conduct its business and control its agents, employees, invitees
and visitors in such a way as is lawful, reputable and will not create any
nuisance or otherwise interfere with, annoy or disturb any adjoining
property owner in its normal business operations or Sublessor in its
management of the Premises. Sublessee shall not commit, or
suffer to be committed, any waste on the Subleased
Premises.
|
|
5.
|
INSURANCE: Use
of Premises. Sublessee shall not permit the Subleased Premises
to be used in any way which would, in the reasonable opinion of Sublessor,
be extra hazardous on account of fire or otherwise which would in any way
increase or render void the fire insurance on the Building or any part
thereof or any contents in the Building belonging to or used by
Sublessor.
|
1
Sublessee
shall carry, at its expense, liability insurance on the Premises throughout the
term of this Sublease covering both Sublessee and Sublessor as named insureds
and if Sublessor elects, any owner and/or Sublessee of the land upon which the
Building is located, as an additional named insured, with terms and companies
satisfactory to Sublessor and having a combined single limit, providing both
bodily injury, including death resulting therefrom, and property damage
coverage, to the extent of $2,000,000.00, arising out of the ownership,
maintenance or use of the Subleased Premises. Sublessee shall also carry
insurance against fire and such other risks as are from time to time included in
standard extended coverage insurance, insuring the full replacement cost of all
Subleasehold improvements paid for by Sublessee, including wall coverings,
carpeting, furnishings and equipment. All such policies shall be
cancelable only upon thirty (30) days prior written notice to Sublessee and
Sublessor. Prior to the Commencement Date and within fifteen (15)
days prior to the expiration of each such policy, Sublessee shall furnish
Sublessor with copies of such policies or certificates evidencing that such
insurance is in full force and effect and stating the terms
thereof.
|
6.
|
UTILITY
SERVICE: Sublessor shall provide the normal utility service
connection into the Subleased Premises. Sublessee shall pay the
cost of all utility services, including, but not limited to, all charges
for gas, water and electricity used on the Subleased
Premises. Sublessee shall pay all costs caused by Sublessee
introducing excessive pollutants or solids other than ordinary human waste
into the sanitary sewer system, including permits, fees and charges levied
by any governmental subdivision for any such pollutants or
solids. Sublessee shall be responsible for the installation and
maintenance of any dilution tanks, settling tanks, sewer sampling devices,
sand traps, grease traps or similar devices as may be required by any
governmental subdivision for Sublessee’s use of the sanitary sewer
system. Sublessor shall not be required to pay for any utility
services, supplies or upkeep in connection with the Subleased
Premises.
|
|
7.
|
REPAIRS
AND MAINTENANCE: (a) Sublessor’s Obligations
Sublessor shall not be required to make any improvements, replacements or
repairs of any kind or character to the Subleased Premises during the term
of this Sublease.
|
(b) Sublessee
Obligations (i) Sublessee shall, at its own
cost and expense, maintain all parts of the Building and other Improvements on
the Subleased Premises in good repair and condition (including all
necessary replacements), including, but not limited to, dock bumpers, pest
control and extermination, and regular removal of debris. Sublessee
shall enter into a service contract for maintenance of the heating, ventilating
and cooling systems with a qualified mechanical contractor providing for
complete maintenance service at six (6) month intervals. (ii) Sublessee shall
not allow any damage to be committed on any portion of the Subleased
Premises, and at the termination of this Sublease, by lapse of time or
otherwise, Sublessee shall deliver the Subleased Premises to Sublessor in as
good conditions as existed at the Commencement Date of this Sublease, ordinary
wear and tear excepted. The cost and expense of any repairs necessary
to restore the condition of the Subleased Premises shall be borne by Sublessee,
and if Sublessor undertakes to restore the Subleased Premises it shall have a
right of prompt reimbursement against Sublessee.
|
8.
|
COMPLIANCE
WITH LAWS, RULES AND REGULATIONS: Sublessee, at Sublessee’s
expense, shall comply with all laws, ordinances, orders, rules,
regulations and other requirements of state, federal, municipal or other
agencies or bodies having jurisdiction relating to the use, condition and
occupancy of the Subleased Premises. Sublessee shall not erect
any exterior signs without the prior written approval of Sublessor. This
clause shall except any condition which existed prior to commencement of
Sublease Agreement.
|
|
9.
|
ALTERATIONS
AND IMPROVEMENTS: Sublessee shall not make or allow to be made
any alterations or physical additions in or to the Subleased Premises
without first obtaining the written consent of Sublessor which shall not
be unreasonably withheld. Any alterations, physical additions
or improvements to the Subleased Premises made by Sublessee shall at once
become the property of Sublessor and shall be surrendered to Sublessor
upon the termination of this Sublease. Any improvements not
approved by Sublessor, may require Sublessee to remove any physical
additions and/or repair any alterations in order to restore the Subleased
Premises to the condition existing at the time Sublessee took possession,
all costs of removal and/or alterations to be borne by
Sublessee. This clause shall not apply to moveable equipment or
furniture owned by Sublessee which may be removed by Sublessee at the end
of the term of this Sublease, so long as Sublessee is not in default of
this Sublease.
|
2
|
11.
|
LIENS: Sublessee
shall not permit any lien or claim for any lien of any mechanic, laborer
or supplier or any other lien to be filed against the Building, the land
on which the Building is located, the Subleased Premises, or any part
thereof arising out of work performed, or alleged to have been performed
by, or at the direction of, or on behalf of Sublessee. If any
such lien or claim for lien is filed, Sublessee, within 30 days, either
shall have such lien or claim for lien reSubleased of record or shall
deliver to Sublessor either: (i) a bond form,
content, amount, and issued by surety satisfactory to Sublessor,
indemnifying Sublessor and others designated by Sublessor against all
costs and liabilities resulting from such lien or claim for lien and the
foreclosure or attempted foreclosure thereof, or
(ii) endorsements to the title policies of Sublessor and
Sublessor’s mortgagee “Insuring Over” such liens satisfactory to Sublessor
and Sublessor’s mortgagee, respectively. If Sublessee
fails to have such lien or claim for lien so reSubleased or to
deliver such a bond or title endorsements to Sublessor, Sublessor, without
investigating the validity of such lien, may pay or discharge the same and
Sublessee shall reimburse Sublessor upon demand for the amount so paid by
Sublessor, including Sublessor’s expenses and attorney’s
fees.
|
|
12.
|
CONDEMNATION: (a) Substantial
Taking If, during the term (or any extension or renewal) of
this Sublease, all or a substantial part of the Subleased Premises are
taken for any public or quasipublic use under any governmental law,
ordinance or regulation, or by right of eminent domain or by purchase in
lieu thereof, and such taking or purchase would prevent or materially
interfere with the use of the Subleased Premises for the purpose for which
they are then being used, this Sublease shall terminate and the rent shall
be abated during the unexpired portion of this Sublease effective on the
date physical possession is taken by the condemning
authority. Sublessee shall have no claim to the condemnation
award or any part thereof, unless some portion of the award is
specifically allocated to Sublessee. Sublessee can pursue its
own claims.
|
(b) Partial
Taking In the event a portion of the Subleased Premises shall be
taken for any public or quasi-public use under any governmental law, ordinance
or regulation, or by right of eminent domain or by purchase in lieu thereof, and
this Sublease is not terminated as provided in subparagraph
(a) above, Sublessor may, at Sublessor’s sole risk and expense,
restore and reconstruct the Building and other Improvements on the Subleased
Premises to the extent necessary to make it reasonably
tenantable. The rent payable under this Sublease during the unexpired
portion of the term shall be adjusted to such an extent as may be fair and
reasonable under the circumstances. Sublessee shall have no claim to
the condemnation award or any part thereof. Sublessee can pursue its
own claims against the condemning authority.
|
13.
|
FIRE
AND CASUALTY: (a) Substantial
Damage If the Subleased Premises should be totally
destroyed by fire or other casualty, or if the Subleased Premises should
be so damaged so that rebuilding cannot reasonably be completed
within two hundred seventy five (275) days after the
date of written notification by Sublessee to Sublessor of the destruction,
this Sublease shall terminate, and if such damage shall not have been
caused by the fault or neglect of Sublessee, its agents, employees,
invitees, or those for whom Sublessee is responsible, the rent shall be
abated for the unexpired portion of the Sublease, effective as of the date
of the written notification.
|
|
(b)
|
Partial
Damage If the Subleased Premises should be partially damaged by
fire or other casualty, and rebuilding or repairs can reasonably be
completed within two hundred seventy five (275) working days from the date
of written notification by Sublessee to Sublessor of the destruction, this
Sublease shall not terminate, but Sublessor may proceed with
reasonable diligence to rebuild or repair the Building or other
improvements to substantially the same conditions in which they existed
prior to the damage. If the Subleased Premises are to be
rebuilt or repaired and are untenantable in whole or in part following the
damage, and the damage or destruction was not caused or contributed to by
act or negligence of Sublessee, its agents, employees, invitees or those
for whom Sublessee is responsible, the rent payable under this Sublease
during the period for which the Subleased Premises are untenantable shall
be adjusted to such an extent as may be fair and reasonable under the
circumstances and mutually agreed upon by both the Sublessee and
Sublessor. In event that Sublessor fails to complete the
necessary repairs or rebuilding within two hundred ninety (290) working
days from the date of written notification by Sublessee to Sublessor of
the destruction (the “Guaranteed Completion Date”), Sublessee may at its
option terminate this Sublease by delivering written notice of termination
to Sublessor within ten (10) days after the Guaranteed Completion Date,
whereupon all rights and obligations under this Sublease shall cease to
exist.
|
3
|
14.
|
WAIVER
OF SUBROGATION: Anything in this Sublease to the contrary
notwithstanding, to the extent that Sublessor or Sublessee shall be or
have the right to be reimbursed by insurance, Sublessor and Sublessee
hereby reSublease each other of and from any and all rights of recovery,
claim, action or cause of action, against each other, their agents,
officers and employees, for any loss or damage that may occur to the
Subleased Premises, improvements to the Building of which the Subleased
Premises are a part, or personal property (Building Contents) within the
Building, by reason of fire or the elements regardless of cause or
origin. Because this paragraph will preclude the
assignment of any claim mentioned in it by way of subrogation or otherwise
to an insurance company or any other person, each party to this Sublease
agrees immediately to give to each insurance company which has issued to
it policies of insurance covering all risk of direct physical loss,
written notice of the terms of the mutual waivers contained in this
paragraph, and to have the insurance
policies properly endorsed, if necessary, to prevent the
invalidation of the insurance coverages by reason of the mutual waivers
contained in this paragraph.
|
|
16.
|
HOLD
HARMLESS: Sublessor shall not be liable to Sublessee’s
employees, agents, invitees, licensees or visitors, or to any other
person, for any injury to person or damage to property on or about the
Subleased premises caused by the negligence or misconduct of Sublessee,
its agents, servants or employees, or of any other person entering upon
the Subleased Premises under express or implied
authority. Sublessee agrees to indemnify and hold harmless
Sublessor of and from any loss, attorney’s fees, expenses or claims
arising out of any such damage or
injury.
|
|
17.
|
QUIET
ENJOYMENT: Sublessor warrants that it has full right to execute
and to perform this Sublease and to grant the estate demised and
that Sublessee, upon payment of the required rents and
performing the terms, conditions, covenants and agreements contained in
this Sublease, shall peaceably and quietly have, hold and enjoy the
Subleased Premises during the full term of this Sublease as well as any
extension or renewal thereof. Sublessor shall not be
responsible for the acts or omissions of any other Sublessee or third
party that may interfere with Sublessee’s use and enjoyment of the
Subleased Premises.
|
|
18.
|
SUBLESSOR’S
RIGHT OF ENTRY: Sublessor shall have the right, upon 24 hours
prior notice, at all reasonable hours, to enter the Subleased Premises for
the following reasons: inspection; cleaning or making repairs;
showing the Subleased Premises to prospective tenants or purchasers;
making alterations or additions as Sublessor may deem necessary or
desirable; determining Sublessee’s use of the Subleased Premises, or
determining if an act of default under this Sublease has
occurred. Sublessee may escort Sublessor or its agents while on
Sublease Premises.
|
20. DEFAULT
BY SUBLESSEE: The following shall be deemed to be Events of Default
by Sublessee under this Sublease:
|
(a)
|
Abandonment. Sublessee
shall abandon any substantial portion of the Subleased
Premises;
|
|
(b)
|
Other
Defaults. Sublessee shall fail to comply with any term,
provision or covenant of this Sublease, other than the payment or rent,
and the failure is not cured within ten (10) days after written notice to
Sublessee (if Sublessee is pursuing cure, Sublessor shall allow a
reasonable amount of time for Sublessee to cure such
default;
|
|
(c)
|
Bankruptcy Sublessee
shall file a petition or be adjudged bankrupt or
insolvent under the National Bankruptcy Act, as amended, or any
similar law or statute of the United States or any state; or a receiver or
trustee shall be appointed for all or substantially all of the assets of
Sublessee; or Sublessee shall make a transfer in fraud of creditors or
shall make an assignment for benefit of
creditors;
|
|
(d)
|
Liens Sublessee
shall do or permit to be done any act which results in a lien being filed
against the Subleased Premises.
|
|
21.
|
REMEDIES
FOR SUBLESSEE’S DEFAULT: Upon the occurrence of any event of
default set forth in this Sublease, Sublessor shall have the option to
pursue any rights granted under Ohio
Law.
|
4
|
22.
|
WAIVER
OF DEFAULT OR REMEDY: Failure of Sublessor to declare an event
of default immediately upon its occurrence, or delay in taking any action
in connection with an event of default, shall not constitute a waiver of
the default, but Sublessor shall have the right to declare the
default at any time and take such action as is lawful or authorized under
this Sublease. Pursuit of remedy set forth in Paragraph 21
above shall not preclude pursuit of any one or more of the other remedies
provided elsewhere in this Sublease or provided by law, nor shall pursuit
of any remedy provided constitute forfeiture or waiver of any rent or
damages accruing to Sublessor by reason of the violation of any of the
terms, provisions or covenants of this Sublease. Failure by
Sublessor to enforce one or more of the remedies provided upon an event of
default shall not be deemed or construed to constitute a waiver of the
default or of any other violation or breach of any of the terms,
provisions covenants contained in this
Sublease.
|
|
23.
|
ACTS
OF GOD: Sublessor shall not be required to perform any covenant
or obligation in this Sublease, or be liable in damages to Sublessee, so
long as the performance or non-performance of the covenant or obligation
is delayed, caused by or prevented by an Act of God or Force
Majeure.
|
|
24.
|
ATTORNEY’S
FEES: Sublessee shall pay upon demand, all costs and expenses,
including attorney’s fees, incurred by Sublessor in enforcing the
observance and performance by Sublessee of all covenants, conditions and
provisions of this Sublease or resulting from default under this
Sublease.
|
|
25.
|
SURRENDER
OF PREMISES: Upon expiration or termination of this Sublease or
termination of Sublessee’s right of possession of the Subleased Premises,
Sublessee shall vacate the Subleased premises. Sublessee shall
immediately deliver possession thereof to Sublessor in a clean, good and
tenantable condition, ordinary wear and tear accepted. Upon any
termination, Sublessee shall be entitled to remove from the Subleased
Premises all movable personal property of Sublessee’s provided Sublessee
immediately shall repair all damage resulting from such removal and shall
restore the Subleased Premises to tenantable condition. In the
event possession of the Subleased Premises is not immediately delivered to
Sublessor or if Sublessee shall fail to remove all of Sublessee’s movable
property as aforesaid, Sublessor may remove any of such property therefrom
without any liability to Sublessee. All movable property which
may be removed from the Subleased Premises by Sublessor shall be
conclusively presumed to have been abandoned by Sublessee and title
thereto shall pass to Sublessor without any cost or credit therefore and
Sublessor may at its option and at Sublessee’s expense, store and/or
dispose of such property.
|
|
26.
|
HOLDING
OVER: In the event of holding over by Sublessee after the
expiration or termination of this Sublease, the hold over shall be as a
tenant at will and all of the terms and provisions of this
Sublease shall be applicable during that period. Sublessee
shall pay Sublessor as rental for the period of such hold over an amount
equal to one and one-half (1-1/2) of the rent which would have been
payable by Sublessee had the hold over period been a part of the original
term of this Sublease. Sublessee agrees to vacate and deliver
the Subleased Premises to Sublessor upon Sublessee’s receipt of notice
from Sublessor to vacate. The rental payable during the hold
over period shall be payable to Sublessor on demand. No holding
over by Sublessee, whether with or without consent of Sublessor, shall
operate to extend this Sublease except as otherwise expressly
provided.
|
|
27.
|
RIGHTS
OF FIRST MORTGAGEE: Sublessee accepts this Sublease subject and
subordinate to any recorded first mortgage or deed of trust lien presently
existing or hereafter created upon the Subleased
Premises. Sublessor is hereby irrevocably vested with full
power and authority to subordinate Sublessee’s interest under this
Sublease to any first mortgage or deed of trust lien hereafter placed on
the Subleased Premises, and Sublessee agrees upon demand to execute
additional instruments subordinating this Sublease as Sublessor may
require. If the interests of Sublessor under this Sublease shall be
transferred by reason of foreclosure or other proceedings for enforcement
of any first mortgage or deed of trust on the Subleased Premises,
Sublessee shall be bound to the transferee (sometimes called the
“Purchaser”), at the option of the Purchaser, under the terms, covenants
and conditions of this Sublease for the balance of the term remaining, and
any extensions or renewals, with the same force and effect as
if the Purchaser were Sublessor under this Sublease, and, if requested
by the Purchaser, Sublessee agrees to attorn to the Purchaser,
including the first mortgagee under any such mortgage if it be the
Purchaser, as its Sublessor. The transfer of any interest of
Sublessor under this Sublease shall not diminish Sublessee’s rights under
the Sublease as long as it is not in default
hereunder.
|
5
|
28.
|
SUCCESSORS: Subject
to Paragraphs 19 and 21, this Sublease shall be binding upon and insure to
benefit of Sublessor and Sublessee and their respective heirs, personal
representatives, successors and assigns, and if Sublessor’s interest in
the Subleased Premises cease to exist for any reason during the term of
this Sublease, then notwithstanding the happening of such
event this Sublease nevertheless shall remain unimpaired and in
full force and effect and Sublessee hereunder agrees to attorn to the then
owner of the Subleased Premises.
|
|
29.
|
RENT
TAX: If applicable in the jurisdiction where the Subleased
Premises are situated, Sublessee shall pay and be liable for all rental,
sales and use taxes or other similar taxes, related to the Subleased
Premises, levied or imposed by any city, state, or county or other
governmental body having authority, such payments are to be in addition to
all other payments required to be paid to Sublessor by Sublessee under the
terms of this Sublease. Any such payment shall be paid
concurrently with the payment of the rent upon which the tax is based as
set forth above.
|
|
30.
|
DEFINITIONS: The
following definitions apply to the terms set forth below as used in this
Sublease:
|
|
(a)
|
“Abandon” means
the vacating of all or a substantial portion of the Subleased Premises by
Sublessee, whether or not Sublessee is in default of the rental payments
due under this Sublease.
|
|
(b)
|
An
“Act of God” or “Force Majeure” is defined for purposes of this Sublease
as strikes, lockouts, sit-downs, material or labor restrictions by any
governmental authority, unusual transportation delays, riots, floods,
washouts, explosions, earthquakes, fire, storms, weather (including wet
ground or inclement weather which prevents construction), acts of the
public enemy, wars, insurrections and any other cause not reasonably
within control of Sublessor and which by the exercise of due diligence
Sublessor is unable, wholly or in part, to prevent or
overcome.
|
|
(c)
|
“Square
Feet” or “Square Foot” as used in this Sublease includes the area
contained within the space occupied by
Sublessee.
|
|
(d)
|
“Working
days” as used in this Sublease means Monday through Friday, excluding
national banking holidays.
|
|
32.
|
MISCELLANEOUS: The
captions, headings, and titles appearing in this Sublease are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of such paragraph. If any
provision of this Sublease or the application thereof to any person or
circumstance shall be invalid or unenforceable to any extent,
the remainder of this Sublease and the application of such provision to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by
Law.
|
|
33.
|
NOTICE
AND PAYMENTS: (a) Payments by
Sublessee All rent and other payments required to be made by
Sublessee shall be payable to Sublessor at the address set forth
below.
|
|
(b)
|
Payments
by Sublessor All payments required to be made by Sublessor to
Sublessee shall be payable to Sublessee at the address set forth below, or
at any other address with the United States as Sublessee may specify from
time to time by written notice.
|
|
(c)
|
Notice Any
notice or document required or permitted to be delivered by this Sublease
shall be deemed to be delivered (whether or not actually received) when
deposited in the Untied States Mail, postage prepaid, certified mail,
return receipt requested, addressed to the parties at the respective
addresses set out below:
|
|
SUBLESSEE:
|
SUBLESSOR:
|
|
|
Xxxxxxxxxxxxxxx.Xxx,
Inc.
|
Masters
Healthcare, LLC.
|
|
|
000
Xxxxxxxx Xx.
|
000
Xxxxxxxx Xxxx.
|
|
|
Xxxxxxxxxx,
XX 00000
|
Xxxxxxxxxx,
Xxxx 00000
|
|
or to
such other address as Sublessor or Sublessee may specify by a notice given in
the foregoing manner. All notices, demands, and requests
shall be effective upon being deposited in the United States Mail. However, the
time period in which a response to any such notice, demand or request must be
given shall commence to run from the date of receipt on the return receipt of
the notice , demand or request by the addressee thereof. Rejection or
other refusal to accept or the inability to deliver because of changed address
of which no notice was given shall be deemed to be receipt of the notice, demand
or request sent.
6
|
34.
|
SEVERABILITY: If
any provision of this Sublease shall be held invalid or unenforceable by
any court of competent jurisdiction, such holding shall not validate or
render unenforceable any other provision
hereof.
|
|
37.
|
APPLICABLE
LAW: This Sublease shall be governed by the applicable
laws of the State of Ohio.
|
|
38.
|
SUBLESSEE
COVENANTS: Sublessee agrees, covenants, represents and warrants
that:
|
|
1)
|
as
of the date of execution hereof, Sublessee is not in default of any of its
obligations or agreements with its
creditors.
|
|
|
2)
|
upon
request, Sublessee will provide Sublessor financial information or
sureties satisfactory to Sublessor and Sublessor’s first
mortgagee.
|
|
39.
|
ENTIRE
AGREEMENT AND LIMITATION OF WARRANTIES. IT IS EXPRESSLY AGREED
BY SUBLESSEE, AS A MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS
SUBLEASE, THAT THIS SUBLEASE, WITH THE SPECIFIC REFERENCES TO WRITTEN
EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF THE
PARTIES; THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS,
WARRANTIES, UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES
PERTAINING TO THIS SUBLEASE OR THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC
DOCUMENTS NOT INCORPORATED IN WRITING IN THIS
SUBLEASE. SUBLESSOR AND SUBLESSEE EXPRESSLY AGREE THAT THERE
ARE AND SHALL BE NO IMPLIED WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY
SET FORTH IN THIS SUBLEASE. IT IS LIKEWISE AGREED THAT THIS
SUBLEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR EXTENDED EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY BOTH SUBLESSOR AND
SUBLESSEE.
|
7
|
Witnesseth:
|
SUBLESSOR:
|
||
|
Masters
Healthcare, LLC.
|
|||
|
/s/ Xxxxxx X. Xxxxx
|
|||
|
Authorized
Member
|
|
Witnesseth:
|
SUBLESSEE:
|
||
|
|
Xxxxxxxxxxxxxxx.Xxx,
Inc.
|
||
|
|
/s/ Xxxxx Xxxxxxxxx
|
||
|
President
& CEO
|
|
STATE
OF
|
)
|
|
|
COUNTY
OF
|
)
|
I HEREBY
CERTIFY, that on this ___ day of ___________, 2006, before me the subscriber, a
Notary Public of the State of __________, in and for said County of
____________, aforesaid personally appeared __________________, the
__________________ of the Sublessee in the foregoing Sublease, who being duly
authorized by its Board of Directors and acting in order to and with the express
intent of binding said corporation acknowledged the signing of the foregoing
Sublease Agreement as the free and voluntary corporate act of Sublessee and the
free and voluntary act and deed of said officers for and on behalf of said
corporation for the uses and purposes therein mentioned.
IN
TESTIMONY WHEREOF, I hereunto set my hand and official seal at
____________________, ____________________.
|
|
|
|
Notary
Public
|
|
STATE
OF
|
)
|
|
|
COUNTY
OF
|
)
|
I HEREBY
CERTIFY, that on this ____ day of __________, 2006, before me the
subscriber, a Notary Public of the State of Ohio, in and for said County of
Xxxxxxxx, aforesaid personally appeared _______________, the ___________________
of the Sublessor in the foregoing Sublease, who acknowledged the signing of the
foregoing Sublease Agreement as his free and voluntary act for the uses and
purposes therein mentioned.
IN
TESTIMONY WHEREOF, I hereunto set my hand and official seal at
____________________, ____________________.
|
|
|
|
Notary
Public
|
8
EXHIBIT
A
BASE
RENT SCHEDULE
FOR
COMMERCIAL
SUBLEASE AGREEMENT
Monthly
Payments due on the first of the month in the amount specified
below.
|
April
1, 2008 through July 31, 2008
|
$ | 0.00 | ||
|
August
1, 2008 through March 31, 2011
|
$ | 5,566.67 | ||
|
Option
for Leasee:
|
||||
|
April
1, 2011 through March 31, 2013
|
$ | 6,262.50 |
|
SUBLESSOR:
|
|
|
/s/ Xxxxxx X. Xxxxx
|
|
|
Authorized
Member
|
|
|
SUBLESSEE:
|
|
|
/s/ Xxxxx Xxxxxxxxx
|
|
|
President
& CEO
|
9
FIRST
AMENDMENT
TRIPLE
NET
This
first amendment to the Triple Net Lease Agreement (the “Amendment”)
(“Lease”) is entered into ___ day of June 2009 by and between Masters
Healthcare, LLC. an Ohio limited liability company (“SubLessor”), and
Xxxxxxxxxxxxxxx.xxx,
Inc. a Delaware corporation (“SubLessee”), and each of their respective
successors and assigns.
NOW
THEREFORE, intending to be legally bound as follows:
Section 2
of the agreement is hereby restated in it’s entirety as follows:
|
|
2.
|
Term
and Rent. The term of this Lease shall begin on June 1, 2009
(“Commencement Date”), and shall continue until March 31, 2011 with
an option to renew for an additional two years (See attachment A). Lessee
shall pay, without notice or demand therefore, annual base rent in the
amount of $113,000.00, in twelve equal
monthly installments of $9,416.67, without offset, unless noted
herein to the contrary, on or before the first day of each month during
the Lease term. Any rent due under this Lease shall be deemed past due for
purposes hereof on the tenth (10th)
day after the due date thereof, and shall incur a monthly service charge
in the amount of five percent (5%) of the amount so due to cover Lessor’s
additional administrative expenses, which service charge shall be
additional rent and shall be due and payable by Lessee to Lessor along
with the payment of past due rent. Rent shall be payable at Lessor’s
address set forth below or such other place as Lessor shall designate by
written notice.
|
THIS
AMENDMENT is a continuation of the original agreement. Both the Lessor and
Lessee remain legally bound by all sections not amended in this
agreement.
10
IN
WITNESS WHEREOF, the Lessor and Lessee have caused this amendment to be executed
in counterparts, each executed copy to be considered an original, upon the
1st
day of June 2006.
|
SUBLESSOR:
|
||
|
Masters
Healthcare, LLC
|
||
|
By:
|
/s/ Xxxxxx X. Xxxxx
|
|
|
Xxxxxx
X. Xxxxx, Authorized Member
|
||
|
SUBLESSEE:
|
||
|
Xxxxxxxxxxxxxxx.xxx,
Inc.
|
||
|
By:
|
/s/ Xxxxx Xxxxxxxxx
|
|
|
Xxxxx
Xxxxxxxxx, CEO and President
|
||
STATE
OF OHIO
COUNTY
OF XXXXXXXX
The foregoing instrument was
acknowledged before me this ___ day of________, 2009, by Xxxxxx X. Xxxxx, the
authorized member of Masters Healthcare, LLC, an Ohio limited liability company,
on behalf of the company.
|
Notary
Public
|
The
foregoing instrument was acknowledged before me this ___ day of________, 2009,
by Xxxxx Xxxxxxxxx, the CEO and President of Xxxxxxxxxxxxxxx.xxx, Inc.. a
Delaware corporation, on behalf of the corporation.
|
Notary
Public
|
11
EXHIBIT
A
BASE
RENT SCHEDULE
FOR
COMMERCIAL
LEASE AGREEMENT
Monthly
Payments due on the first of the month in the amount specified
below.
|
June
1, 2009 through March 31, 2011
|
$ | 9,416.67 | ||
|
Option
for SubLease:
|
||||
|
April
1, 2011 through March 31, 2013
|
10,593.75 |
|
SUBLESSOR:
|
|
|
Masters
Healthcare, LLC.
|
|
|
/s/ Xxxxxx X. Xxxxx
|
|
|
Xxxxxx
X. Xxxxx – Authorized Member
|
|
|
SUBLESSEE:
|
|
|
Xxxxxxxxxxxxxxx.xxx,
Inc.
|
|
|
/s/ Xxxxx Xxxxxxxxx
|
|
|
Xxxxx
Xxxxxxxxx – CEO &
President
|
12
