EXHIBIT 10.19
LEASE EXTENSION AND AMENDMENT AGREEMENT
THIS AGREEMENT made the 29th day of September, 1998.
BETWEEN:
TMC (HERITAGE) CORP.
(the "Landlord")
OF THE FIRST PART
- and -
ORTHOLOGIC CANADA LTD.
(the "Tenant")
OF THE SECOND PART
- and -
ORTHOLOGIC CORP.
(the "Idemnifier")
OF THE THIRD PART
WHEREAS by an indenture of lease made the 1st day of March, 1997 (the
"Lease") between Toronto Medical Corp. (the "Prior Landlord") and the Tenant
(then known as Toronto Medical Orthpaedics Ltd.) the Prior Landlord leased to
the Tenant the Premises (as defined in the Lease) upon and subject to the terms
and conditions contained in the Lease.
AND WHEREAS subsequent to the execution of the Lease by the Prior Landlord,
the Prior Landlord changed its corporate name to Saringer Investments Ltd.;
AND WHEREAS subsequent to the execution of the Lease by the Tenant, the
Tenant changed its corporate name to Orthologic Canada Ltd.;
AND WHEREAS on November 14, 1997 the Prior Landlord assigned its interest
in the Lease to the Landlord, notice of which was provided to the Tenant;
AND WHEREAS section 9.1 of the Lease granted the Tenant the right to renew
the Term of the Lease for a further five (5) year term (the "First Renewal
Term");
AND WHEREAS the Landlord and the Tenant have agreed that;
1 the First Renewal Term shall be reduced to a three (3) year term, and
2 the Base Rent for the First Renewal Term shall be the same Base Rent paid
by the Tenant under the Lease for the Term.
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AND WHEREAS pursuant to an Indemnity Agreement dated March 1, 1997 (the
"Indemnity"), the Indemnifier agreed that throughout the Term of the Lease and
any extension or renewal the Indemnifier will:
1 promptly pay all Base Rent, Additional Rent and any other amount payable by
the Tenant under the Lease, whether to the Landlord or anyone else; and
2 promptly perform each and every obligation of the Tenant under the Lease,
pursuant to the terms and conditions contained in the Indemnity.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and the terms and conditions hereinafter set forth, other good and
valuable consideration and the sum of Two Dollars ($2.00) now paid by each
party to the other (the receipt and sufficiency of which is hereby
acknowledged), the parties agree as follows:
1 The parties hereby acknowledge, confirm and agree that the foregoing
recitals are true in substance and in fact.
2 Where used herein, all capitalized terms and expressions have the same
meaning as they have in the Lease, unless a contrary expression is
expressed herein.
3 Subject to paragraph 6 hereof, the Landlord and the Tenant agree, subject
to the terms of the Lease as amended hereby, to renew the Lease for the
First Renewal Term. The First Renewal Term shall be for a term of three (3)
years from March 1, 1999 until February 28, 2002, and section 9.1 of the
Lease shall be amended accordingly by deleting the word "five (5)"
appearing in the tenth line of the first paragraph and replacing it with
the word "three (3)".
4 The Base Rent for the First Renewal Term shall be the same Base Rent that
was paid by the Tenant during the Term, being the annual sum of One Hundred
and Forty Two Thousand Two Hundred and Eighty Five Dollars ($142,285.00) of
lawful money of Canada, such amount payable in twelve (12) equal monthly
installments of Eleven Thousand Eight Hundred and Fifty Seven Dollars
($11,857.00) in advance on the first day of each and every month during the
First Renewal Term commencing March 1, 1999.
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5 Pursuant to section 12.2(a) of the Lease, the Landlord's address for the
service shall be amended to read as follows:
"TMC" Heritage Corp.
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Mr. JP. Xxxxxxxxxxx
Facsimile: (000) 000-0000
With a copy to:
Xxxxxx Xxxxxx
Barristers and Solicitors
Xxxxx 000, Xxx 00
00 Xxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx
XXX 0X0
Attention: Xx. Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000
6 The renewal of the Lease for the First Renewal Term is subject to and
conditional upon compliance by the Tenant with the provisions of section
9.1 of the Lease and, in particular, that: the Tenant has not been in
default under the terms of the Lease on more than two (2) occasions in any
consecutive twelve (12) month period occurring prior to the commencement
date of the First Renewal Term; or the Tenant is not in default under the
terms of the Lease on the last day of the Term.
If the foregoing condition has not been performed at or prior to the
commencement date of the First Renewal Term, the Landlord may, by written
notice to the Tenant, terminate all of its obligations with respect to the
First Renewal Term and the Landlord shall be released from all of its
obligations under the Lease, as amended hereby, with respect to the First
Renewal Term. The foregoing condition may be waived be by the Landlord by
notice in writing, without prejudice to any of the Landlord's rights to
renew the Lease for the First Renewal Term and pursue any and all other
legal remedies the Landlord may have, under the Lease or otherwise, with
respect to any default by the Tenant under the terms of the Lease.
The Indemnifier acknowledges, confirms and agrees that the Indemnity shall
continue in full force and effect in favour of the Landlord pursuant to its
terms and conditions with respect to the Lease and the obligations of the
Tenant thereunder, as amended and renewed pursuant to this agreement.
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2 Save and except as provided for herein, the parties hereto acknowledge and
agree that all of The terms and conditions of the Lease shall continue in
full force and effect, save and except as amended hereby.
3 This agreement shall ensure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
4 This agreement may be executed in several counterparts each of which so
executed shall be deemed to be an original and such counterparts together
shall constitute one and the same agreement. This agreement may be executed
by one or more of the parties hereto by way of telecopying device and such
execution shall be accepted as though signatures thereof were signed
originals and in the event of such method of execution each party agrees to
provide the other parties with copies of this agreement bearing original
signatures within a reasonable time after execution.
IN WITNESS WHEREOF the parties hereto have duly executed this agreement on
the date first above written.
TMC (HERITAGE) CORP.
Per:
-----------------------------------
(Authorized Signing Officer)
ORTHOLOGIC CANADA LTD.
Per:
-----------------------------------
(Authorized Signing Officer)
OTHOLOGIC CORP.
Per:
-----------------------------------
(Authorized Signing Officer)
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