EXHIBIT 10.7
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LEASE TERMINATION AGREEMENT
This Lease Termination Agreement (this "AGREEMENT") is made on June 21, 2001,
between Xxxxxxx Properties, L.P., a California limited partnership ("LANDLORD"),
and LION Inc. a Washington corporation ("TENANT").
1. Recitals:
a. Landlord and Tenant entered into a lease dated June 30, 1999
(the "LEASE"), in which Landlord leased to Tenant, and Tenant
leased from Landlord premises located in the City of Renton,
County of King, Washington, commonly known as Xxxxxxxxx Xxxxxx
Xxxxx, 0000 Xxxx Xxx. XX, Xxxxx 000 (the "PREMISES").
b. The parties wish to terminate the Lease subject to the terms
and conditions contained in this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
2. Termination/Conditions. The Lease shall be terminated with no ongoing
liability to Tenant and Landlord except as identified herein and such
termination shall be effective as of August 1, 2001 (the "EFFECTIVE
DATE"), subject to satisfaction of the following conditions (which are
for the sole benefit of Landlord):
a. That all financial obligations of Tenant under the Lease,
including, but not limited to, rental, operating expenses,
real estate taxes, alteration costs, late charges, additional
rent and other charges, are paid through the Effective Date.
b. That Landlord has a fully executed lease with Sisters of
Providence in Washington d.b.a. Providence Washington Service
Center for the Premises.
c. Tenant shall not be in default of the Lease and shall be
current in all obligations of the Lease as of the Effective
Date.
d. That the Premises shall be vacated by Tenant as required
hereunder and left in a broom clean condition with all
fixtures, walls, floor coverings and other appurtenances to
the Premises in good condition less reasonable wear and tear.
e. Tenant shall still be obligated for reconciliation of
operating expenses for the portion of the Lease for the time
period January 1, 2001, through July
31, 2001. Tenant hereby waives its right to audit Landlord's
books and records contained in the Lease, if any.
If any of the above conditions have not been satisfied,
Landlord shall have the option to render this Agreement null
and void by providing written notice to Tenant.
3. Release. Tenant acknowledges that Landlord has fully performed all of
its obligations under the Lease.
4. Vacation of Premises. On or before the Effective Date, Tenant shall
vacate the Premises and surrender control and possession of the
Premises to Landlord in accordance with Paragraph 2.d above and with
all of the provisions of the Lease relating to surrender of the
Premises upon expiration or termination of the Lease.
5. Prepaid Rent; Security Deposit. As additional consideration for
Tenant's entering into this Agreement, Landlord shall return the sums
presently held by Landlord pursuant to Paragraph 19 of the Lease which
shall not be applied to last month's rent notwithstanding anything to
the contrary that may be contained in the Lease.
6. Representations of Tenant. Tenant represents and warrants to Landlord
that (a) Tenant has not heretofore assigned or sublet all or any
portion of the Premises or its interest in the Lease; (b) no other
person, firm, entity has any right, title or interest in the Lease; (c)
Tenant has the full right, legal power and actual authority to enter
into this Agreement and to terminate the Lease without the consent of
any person, firm or entity; and (d) Tenant has the full right, legal
power and actual authority to bind Tenant to the terms and conditions
hereof. Tenant further represents and warrants to Landlord that as of
the date hereof there are no, and as of the Effective Date there shall
not be any, mechanics liens or other liens encumbering all or a portion
of the Premises, by virtue of any act or omission on the part of
Tenant, its predecessors, contractors, agents, employees, successors or
assigns. Regardless of language to the contrary in this agreement
concerning the termination of the Lease and the release of liability
contained herein, the representations and warranties set forth in this
paragraph shall survive the Effective Date and Tenant shall be liable
to Landlord for any inaccuracy or any breach thereof.
7. Miscellaneous.
a. Voluntary Agreement. The parties have read this Agreement and
the mutual releases contained in it, and on advice of counsel
they have freely and voluntarily entered into this Agreement.
b. Attorneys' Fees. If either party commences an action against
the other party arising out of or in connection with this
Agreement, the prevailing
party shall be entitled to recover from the losing party
reasonable attorneys' fees and costs of suit.
c. Successors. This Agreement shall be binding on and inure to
the benefit of the parties and their successors.
d. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be a duplicate
original, but all of which together shall constitute one and
the same instrument.
e. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of
Washington.
f. Additional Documents. Each of the parties hereto specifically
agree to execute such other and further instruments and
documents, as may be reasonably required to effectuate the
terms, conditions and objectives of this Agreement.
g. Entire Agreement. This Agreement constitutes the entire
understanding of the parties hereto and supersedes all prior
agreements, understandings, discussions, statements and
negotiations of the parties relating to the subject matter
herein contained.
h. Authority. Each person signing this Agreement on behalf of the
respective parties represents and warrants that he or she is
authorized to execute and deliver this Agreement, and that
this Agreement will thereby become binding upon Landlord and
Tenant, respectively.
i. Forwarding Address. All notices to Tenant shall hereafter be
deemed to be delivered to Tenant if sent to Tenant at Mr.
Xxxxx Xxxxxxx, CFO, 0000-00xx Xxx. XX, Xxxxx 000, Xxxxxxx, XX
00000
IN WITNESS WHEREOF, the parties hereto have executed this Lease
Termination Agreement as of the date first written above.
LANDLORD
XXXXXXX PROPERTIES, L.P.,
a California limited partnership
By: Xxxxxxx Properties, Inc.,
a Maryland corporation,
its general partner
By:
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Xxxxxxx X. Xxxxxxx
Its: Senior Vice President
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TENANT
LION Inc.
a Washington corporation
By:
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Xxxx Xxxxxxx
Its: President
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