EXHIBIT 10.7
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("Sublease") is made as of June 1, 1999, between
The ▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation, whose address is 3388 Via Lido,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Sublandlord") and The ▇▇▇▇▇▇.▇▇▇, Inc., a
Florida corporation, whose address is 3388 Via Lido, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("Subtenant").
A. Sublandlord entered into a Lease with _______________, ("Landlord")
dated _____________ herein referred to as "Lease" for certain space located at
▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
B. Subtenant desires to sublease from Sublandlord the entire fourth (4th)
floor of the premises located at ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Demised Premises"), and Sublandlord is agreeable to the making of such
sublease on the terms and conditions hereinafter set forth.
NOW THEREFORE, for good and valuable consideration received, Sublandlord
and Subtenant agree as follows:
1. SUBLEASE: TERM. Sublandlord sublets to Subtenant, who hereby subleases
from Sublandlord, the Demised Premises for a term (the "Term") beginning on June
1, 1999 and continuing thereafter month to month, unless sooner terminated in
accordance with the terms of this Sublease or the Lease ("Termination Date").
2. USE. Subtenant shall not use the Demised Premises for any purpose other
than as its corporate regional office, which use shall not be inconsistent with
the Lease.
3. RENT. Subtenant shall pay to Sublandlord during the Term hereof rental
payments in the amount of Four Thousand and Fifty Dollars ($6,568.00) per month,
payable on or before the first day of each month (herein referred to as "Rent").
In addition, Subtenant shall pay to Sublandlord its proportionate share of
taxes, costs, common area maintenance fees, utilities and other expenses
pursuant to the Lease in equal monthly installments estimated by Sublandlord
("Costs").
4. RESERVED
5. INSURANCE. Subtenant shall maintain such liability and other insurance as
is required to be maintained under the Lease, with such limits and otherwise in
accordance with such requirements as are set forth in the Lease. Sublandlord
shall be named as an additional insured on all insurance policies maintained by
Subtenant.
6. TERMS OF LEASE INCORPORATED. This Sublease is subject to all of the terms
and conditions of the Lease, each of which is hereby incorporated herein by
reference and made a part hereof, and the parties agree:
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(a) Subtenant shall fully and faithfully perform, with regard to the
Demised Premises, all of the duties and obligations contained in the terms,
covenants and conditions of the Lease to be performed by Sublandlord.
(b) Sublandlord, in its relations with Subtenant hereunder, shall have all
of the rights and remedies afforded to Landlord in its relations with
Sublandlord as set forth in the Lease. Without limiting the generality of the
foregoing, the consent of Sublandlord shall be required for any action of
Subtenant which, pursuant to the Lease, requires the consent of Landlord.
(c) Sublandlord is hereby released and relieved of (i) all of the
obligations of Landlord as set forth in the Lease other than any obligation to
give notice prior to exercising its rights and remedies, and (ii) any liability
to Subtenant for any default by Landlord under the Lease or any failure by
Landlord to perform any of Landlord's obligations thereunder, but Sublandlord
agrees to reasonably cooperate with Subtenant, upon the written request of
Subtenant and at Subtenant's sole expense, in enforcing any of such obligations
and causing Landlord to perform same; provided, however, that Sublandlord shall
not be liable to Subtenant in damages if, after reasonable diligence on the part
of Sublandlord, Landlord shall fail to perform such obligations.
(d) Subtenant acknowledges that the rights granted to it under this
Sublease are not in any sense greater or broader than the rights granted to
Sublandlord under the Lease.
7. MORTGAGE: ASSIGNMENT. Subtenant shall not sell, mortgage, assign or
otherwise transfer this Sublease, or sublease any part or all of the Demised
Premises, and any attempt by Subtenant to do so shall be void and of no effect.
8. ALTERATIONS. Subtenant shall not cause the Demised Premises to be altered
in any way during the Term of this Sublease.
9. TERMINATION. This Sublease shall terminate at midnight at the end of the
Termination Date without the requirement of any further notice thereof by either
party to the other.
10. NOTICES. Any notices given or required to be given by either party to the
other shall be deemed given when delivered personally or when mailed by United
States certified mail, return receipt requested, to the respective addresses set
forth above.
11. INDEMNIFICATION. Subtenant shall indemnify, defend, protect and hold
harmless Sublandlord against and from any and all claims by or on behalf of any
party arising from Subtenant's use of the Demised Premises or the conduct of its
business or from any activity, work, or thing done, permitted or suffered by
Subtenant in or about the Demised Premises, and will further indemnify, defend,
protect and hold harmless Sublandlord against and from any and all claims
arising from any breach or default on Subtenant's part in the performance of any
covenant or agreement on Subtenant's part to be performed pursuant to the terms
of this Sublease, or arising
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from any act or negligence of Subtenant, or any of its agents, contractors,
servants, employees or licensees, and from and against all costs, counsel fees,
expenses and liabilities incurred in connection with any such claim or action or
proceeding brought thereon; and in case any action or proceeding be brought
against Sublandlord by reason of any such claim, Subtenant upon notice from
Sublandlord covenants to resist or defend at Subtenant's expense such action or
proceeding by counsel reasonably satisfactory to Sublandlord. Subtenant, as a
material part of the consideration to Sublandlord, hereby assumes all risk of
damage to property in, upon or about the Demised Premises from any source and to
whomever belonging, and Subtenant hereby waives all claims in respect thereof
against Sublandlord except claims based solely on the negligence of Sublandlord,
its agents, servants or employees, and agrees to defend and save Sublandlord
harmless from and against any such claims by others.
12. RELEASE. Neither Sublandlord nor its agents or employees shall be liable
for (a) any damage to property of Subtenant or of others entrusted to employees
of Sublandlord, (b) the loss of or damage to any property of Subtenant by theft
or otherwise, (c) any injury or damage to persons or property resulting from
flood, fire, explosion, falling plaster, steam, gas, electricity, electrical
disturbance, water, rain or leaks from any part of the Demised Premises or from
the pipes, appliances or plumbing works or from the roof, street or sub-surface
or from any other place or by dampness or by any other cause of whatsoever
nature (whether similar or dissimilar to those above specified), unless caused
by or due to the negligence of Sublandlord, its agents, servants or employees,
(d) any such damage caused by operations in construction of any private, public
or quasi-public work, or (e) any latent defect in the Demised Premises.
13. COST RECOVERY. In any action involving this Sublease, the prevailing party
shall recover from the other party, in addition to any damages or other relief,
all costs (whether or not allowable as "cost" items by law) reasonably
incurred, including attorneys' and witness (expert and otherwise) fees and
costs.
14. MISCELLANEOUS.
(a) Subtenant acknowledges that it has inspected the Demised Premises and
agrees to accept them in their present condition "AS IS AND WITH ALL FAULTS."
(b) Time is of the essence of this Sublease and of the performance by
Subtenant of each and every term and condition of this Sublease and of each and
every term and condition of the Lease which the Subtenant has herein agreed to
keep and perform.
(c) This Sublease contains all of the agreements between Sublandlord and
Subtenant and may not be modified except by written instrument duly executed by
the parties.
(d) Subject to the provisions of paragraph 7, the terms and conditions of
this Sublease shall extend to and be binding upon the heirs, successors and
assigns of the respective parties.
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SUBTENANT: SUBLANDLORD:
The ▇▇▇▇▇▇.▇▇▇, Inc., The ▇▇▇▇▇▇▇▇.▇▇▇, Inc.,
a Florida corporation a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇
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Title: CFO Title: CFO
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