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EXHIBIT 10.5
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Agreement"), effective as of January 1,
1997, is by and between The Millers Mutual Fire Insurance Company, a Texas
mutual insurance company (the "Sublessor"), and MiliRisk, Inc., a Texas
corporation (the "Sublessee").
W I T N E S S E T H:
WHEREAS, Sublessor has entered into certain lease agreements as a
lessee as further described in Schedule 1 attached hereto (the "Lease
Agreements") for the benefit of Sublessee for furniture, equipment, and other
personal property (the "Leased Property"); and
WHEREAS, Sublessor desires to sublet the Leased Property and assign
the Lease Agreements to Sublessee and Sublessee is willing to accept the
assignment of the Lease Agreements and take possession of the Leased Property;
NOW, THEREFORE, IT IS AGREED by and between the parties hereto as
follows:
1. Subject to the approval of certain lessors as required under the
Lease Agreements (the "Lessors"), Sublessor does hereby assign and
transfer to Sublessee each Lease Agreement and Sublessee does
hereby accept the assignment and transfer of each Lease Agreement.
2. Sublessor shall secure, as necessary, from the Lessors their
consent to the assignment and transfer of the Lease Agreements to
Sublessee.
3. Subject to the terms of this Agreement, Sublessee agrees to fully
perform the terms and conditions of each Lease Agreement upon
receipt of the subject Leased Property.
4. Unless the Lessor's consent to the assignment and transfer of a
Lease Agreement is required, Sublessee shall commence making lease
payments to the Lessor and
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performing the other terms and conditions of the Lease Agreement
immediately after the date Sublessee takes possession of the
Leased Property. If the Lessor's consent is required, Sublessee
shall commence making lease payments to the Lessor and performing
the other terms and conditions of the Lease Agreement immediately
after the date Sublessee is permitted by the Lessor to take
possession of the Leased Property. In the event that Sublessee's
possession is other than the first of the month, then the first
lease payment shall be prorated for the number of days of
Sublessee's occupancy.
5. Sublessee agrees to hold Sublessor harmless from any and all
claims under the Lease Agreements by the Lessors.
6. Sublessee agrees to abide by all applicable insurance clauses and
agrees that it will name Sublessor as an additional insured on any
liability policies issued pursuant to the Lease Agreements and
further agrees to hold Sublessor harmless from any and all claims
for injury to person or property as required under the terms of
the Lease Agreements.
7. Sublessee agrees that Sublessee shall pay to the Lessors when due
all lease payments and all other monetary obligations as set forth
in the Lease Agreements.
8. As the Sublessor enters into new lease agreements for the benefit
of Sublessee for furniture, equipment, or other personal property
after the effective date of this Agreement, if Sublessee approves
the terms of each such lease agreement, then each such lease
agreement shall become a "Lease Agreement" under this Agreement
and Schedule 1 hereto shall be deemed amended to include each such
lease agreement.
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9. This Agreement shall be binding upon the parties hereto and their
successors and assigns.
10. All notices to a party hereto shall be in writing and shall be
deemed to have been adequately given if delivered in person or
mailed, postage prepaid and registered or certified mail:
If to Sublessee: MiliRisk, Inc.
000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000-0000
Attn.: Xxxxx X. Xxxxxx
If to Sublessor: The Millers Mutual Fire Insurance Company
000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000-0000
Attn.: Xxx X. Xxxxxx
11. This Agreement constitutes the entire agreement between the
parties, and all representations, understandings, warranties and
agreements with reference to the subject matter hereof have been
expressed herein.
12. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas.
13. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same Agreement.
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IN WITNESS WHEREOF, the parties have executed this instrument under
seal to be effective as of the date first set forth above.
SUBLESSEE: SUBLESSOR:
MILIRISK, INC. THE MILLERS MUTUAL FIRE
INSURANCE COMPANY
By: By:
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Name: Name:
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Title: Title:
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