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Exhibit 10.13(c)
LANVISION SYSTEMS, INC.
LEASE TERMINATION AGREEMENT
LEASE TERMINATION AGREEMENT
SEW/ALC/nm
4/13/00
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT ("Agreement") is executed this 21 day
of February, 2000, by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an
Indiana limited partnership ("Landlord"), and LANVISION, INC., an Ohio
corporation ("Tenant").
WHEREAS, Duke Realty Limited Partnership, as predecessor in interest to
Landlord, and Tenant entered into a certain lease dated September 23, 1997, as
amended January 16, 1998 (collectively, the "Lease") whereby Tenant leased from
Landlord certain premises consisting of approximately 9,200 rentable square feet
of space (the "Leased Premises") in a building commonly known as 0000 Xxxxxxxx'x
Xxxxxx, located at 0000 Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxx 00000; and
WHEREAS, Landlord and Tenant desire to terminate and cancel the Lease
and to release each other from their respective obligations under the Lease as
provided herein, and to release the Guarantor, LanVision Systems, Inc., from its
obligations under the Unconditional Guaranty of Lease dated September 23, 1997
(the "Guaranty");
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and each act performed hereunder by the parties, Landlord and
Tenant hereby enter into this Agreement.
1. Provisions Respecting Termination of Lease. Tenant shall pay to
Landlord the sum of Thirteen Thousand Seven Hundred Seventy-four Dollars and
Four Cents ($13,774.04) (the "Termination Fee") in immediately available funds.
The Termination Fee shall accompany the delivery of Tenant's executed copy of
this Agreement to Landlord and the Lease shall be terminated and cancelled as of
11:59 p.m. January 31, 2000 (the "Termination
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Date"). Tenant shall surrender possession of the Leased Premises on or before
the Termination Date in accordance with the terms of the Lease.
2. Release Upon Agreement. Upon the Termination Date, Landlord and
Tenant shall be released and discharged from their respective obligations under
the Lease, and neither party shall have any further liability under the Lease,
excluding, however, the obligations of Tenant attributable to any period of the
Lease on or prior to the Termination Date (including without limitation the
payment of Minimum Annual Rent and Additional Rent, including the year-end
reconciliation with respect to Operating Expenses for the calendar year 1999)
and any obligations of Tenant under the Lease which survive termination thereof.
In addition, subject to the terms hereof, as of the Termination Date, the
Guarantor shall be released from its obligations under the Guaranty.
3. Contingency. This Agreement is contingent upon Landlord entering
into a lease for the Leased Premises commencing on or before February 1, 2000,
such lease to be on terms satisfactory to Landlord, in its sole discretion. In
the event this contingency is not satisfied, upon written notice from Landlord,
this Agreement shall be void and of no further force or effect, and the Lease
shall continue notwithstanding this Agreement.
4. Default. In the event Tenant fails to pay the Termination Fee, or
pay within thirty (30) days of receipt of the statement from Landlord regarding
the year-end reconciliation with respect to Operating Expenses for the calendar
year 1999, or surrender the Leased Premises as provided in Paragraph 1 above,
Landlord shall have the option of (i) declaring this Agreement void, in which
event the Lease shall remain in full force and effect, or (ii) enforcing this
Agreement. In either case, Landlord shall be entitled to reimbursement from
Tenant for Landlord's attorneys' fees, court costs and all other damages
resulting from Tenant's breach.
5. Successorship. This Agreement shall be binding upon and inure to the
benefit of Landlord and Tenant and their respective successors and assigns.
6. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Ohio.
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EXECUTED as of the date set forth above.
LANDLORD:
WITNESSES:
DUKE-WEEKS REALTY LIMITED PARTNERSHIP,
an Indiana limited partnership
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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(Printed) By: Duke-Weeks Realty Corporation,
its general partner
/s/ Xxxxx Xxxx
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Xxxxx Xxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
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(Printed) Xxxxxxx X. Xxxxxxxxxx
Senior Vice President
TENANT:
WITNESSES:
LANVISION, INC., an Ohio corporation
/s/ Xxxxx Xxxxxxx Xxxxxx
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Xxxxx Xxxxxxx Xxxxxx
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(Printed) By: /s/ Xxxx Xxxxxxxx
---------------------------------
/s/ Xxxxxx X. Xxxxx, XX Printed: Xxxx Xxxxxxxx
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Xxxxxx X. Xxxxx, XX
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(Printed) Title: EXEC. VP
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STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
Before me, a Notary Public in and for said County and State, personally
appeared Xxxxxxx X. Xxxxxxxxxx, by me known and by me known to be the Senior
Vice President of Duke-Weeks Realty Corporation, an Indiana corporation, general
partner of Duke-Weeks Realty Limited Partnership, an Indiana limited
partnership, who acknowledged the execution of the foregoing "Lease Termination
Agreement" on behalf of said partnership.
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WITNESS my hand and Notarial Seal this 21 day of February, 2000.
/s/ Xxxxxxx X. Xxxxxxxx
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Notary Public
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(Printed Signature)
My Commission Expires: ( SEAL )
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My County of Residence: Xxxxxx Xxxxxxx X. Xxxxxxx
------------ Notary Public, State of Ohio
My Commission Expires
January 12, 2003
STATE OF Ohio )
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) SS:
COUNTY OF Xxxxxx )
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Before me, a Notary Public in and for said County and State, personally
appeared Xxxx Xxxxxxxx, by me known and by me known to be the Exec. VP of
LanVision, Inc., an Ohio corporation, who acknowledged the execution of the
foregoing "Lease Termination Agreement" on behalf of said corporation.
WITNESS my hand and Notarial Seal this 31 day of January, 2000.
/s/ Xxxxxxx Xxxxxxx
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Notary Public
Xxxxxxx Xxxxxxx
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(Printed Signature)
My Commission Expires: Xxxxxxx Xxxxxxx
----------------- Notary Public, State of Ohio
My County of Residence: My Commission Expires June 8,2004
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