AGREEMENT
Exhibit 10.19
AGREEMENT
This AGREEMENT (this “Agreement”) dated as of March
30, 2008 is entered into by and between BEAR STREET ASSOCIATES, LLC, a
Texas limited liability company (“BSA”), and AMERICAN MEDICAL TECHNOLOGIES,
INC., a Delaware corporation (“AMT”).
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1.
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Recitals.
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1.1 BSA
is the landlord and AMT is the tenant under that certain Lease dated April 13,
2006 (as amended from time-to-time, the “Lease”) between Xxxxxxxxx
Group, LLC, a California limited liability company (predecessor-in-interest to
BSA) and AMT, pursuant to which AMT leases from BSA certain premises located in
Nueces County, Texas, as more specifically described in the Lease (the “Premises”).
1.2 BSA
has entered into or is contemplating entering into an agreement to sell the real
property on which the Premises is located (the “Property”) to Magnum Oil Tools
or Xxxx Xxxxxxx (or a party affiliated with one of these parties) (“Buyer”).
1.3 Concurrently
herewith the parties hereto have entered into a First Amendment to Lease which
provides, among other things, for the early termination of the Lease, contingent
upon the occurrence of the closing of the sale of the Property to
Buyer.
1.4 Accordingly,
for good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows.
2. Effectiveness. This
Agreement is contingent upon and shall be effective only upon the closing of the
Sale as established by the recordation of the deed transferring the Property
from BSA to Buyer in the official records of Nueces County, Texas (the “Sale”). The “Sale Date” shall be the date
that the deed transferring the Property from BSA to Buyer is recorded in the
official records of Nueces County, Texas.
3. Payment. In
consideration for the early termination of the Lease as provided in the First
Amendment to Lease, which consideration is and shall be deemed fully earned and
payable upon the occurrence of the Sale and on the Sale Date without regard to
when the Lease is actually terminated, AMT promises to pay to the order of BSA
or its nominee or assignee, in lawful money of the United States as and where
designated by BSA, the sum of Two Hundred Fifty Thousand Dollars
($250,000). AMT will pay such amount in ten (10) equal monthly
installments of Twenty-Five Thousand Dollars ($25,000) each. The
first payment shall be made on the date which is one (1) month after the Sale
Date, and each subsequent payment shall be made monthly thereafter on the same
day of the month. If any payment hereunder is not paid when due, it
shall bear interest from the due date thereof until paid at the higher of (a)
the rate of ten percent (10%) per annum, or (b) the highest legal interest
rate. AMT may, at any time, prepay all or any part of the amount due
under this Agreement.
4. Notices. All notices
required or permitted in connection with this Agreement will, whether so stated,
be in writing, and if not in writing, will not be deemed to have been given, and
be either personally served or sent by nationally recognized overnight carrier
or sent with return receipt requested by registered or certified mail with
postage prepaid (including registration or certification charges) in a securely
enclosed and sealed envelope, sent to the following addresses:
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If
to AMT:
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American
Medical Technologies, Inc.
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0000
Xxxx Xxxx
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Xxxxxx
Xxxxxxx, XX 00000
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If
to BSA:
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Bear
Street Associates, LLC
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Attn:
Xxxxxx Xxxxxx
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0000
Xxxxxxx Xxxxxx
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Xxxxxx
Xxxx, XX 00000
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These
addresses may be changed from time to time by written notice to the other
parties given in the same manner.
5. Miscellaneous. This Agreement
shall be governed by the laws of the State of California. Any action
or proceeding brought by any party hereto which is related to this Agreement
shall be brought in a Federal or State court located within the United States,
State of California and County of Los Angeles, and each party consents to
exclusive venue in the County of Los Angeles. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their successors
and assigns. Time is of the essence with respect to this
Agreement. In the event of any litigation between the parties hereto
arising out of or related to this Agreement, the prevailing party shall be
entitled to recover from the losing party, its reasonable attorneys’ fees and
costs. This Agreement may be executed in any number of counterparts,
all of which when taken together shall constitute one and the same
agreement. Facsimile signatures shall be deemed equivalent to
original signatures. No delay or omission on the part of BSA to
exercise any of its remedies hereunder, including without limitation the
acceleration of the due date of this Agreement, shall be deemed a continuing
waiver of that right or any other right.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above
written.
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“Landlord”
Bear
Street Associates, LLC,
a
Texas limited liability company
By: /s/ Xxxxxx
Xxxxxx
Name: Xxxxxx
Xxxxxx
Title:
Manager
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“Tenant”
American
Medical Technologies, Inc.,
a
Delaware corporation
By:
/s/ Xxxxxxx X.
Xxxxx
Name:
Xxxxxxx X.
Xxxxx
Title:
Vice President of
Administration and Finance
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