EXHIBIT 10.7
TERMINATION OF LEASE, RELEASE, HOLD HARMLESS AND
INDEMNIFICATION AGREEMENT
This agreement (the "Agreement"), dated June 30, 2006, between Carolina
Medical, Inc., a Minnesota corporation ("CMI") and King Investment Partners, a
North Carolina partnership ("▇▇▇").
WHEREAS, CMI and ▇▇▇ are parties to a Commercial Lease Agreement for
the premises located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Premises") dated May 1, 2003 (the "Lease");
WHEREAS, CMI has given ▇▇▇ written notice of termination of the Lease;
WHEREAS, the Premises and adjacent areas are or may be subject to
potential environmental contamination and associated liability related to
activities which occurred prior to the date of the Lease (the "Potential
Liabilities"); and
WHEREAS, ▇▇▇ wishes to terminate the Lease prior to the end of the
90-day notice period required by the Lease and enter into a new lease for the
Premises with Braemar, Inc., a North Carolina corporation, an executed copy of
which is attached hereto and incorporated herein by reference as Exhibit A, and
CMI is willing to terminate the Lease as of June 30, 2006 (the "Effective
Date").
NOW THEREFORE, in consideration of and reliance upon the mutual
representations, warranties and agreements contained herein, the parties hereto
agree as follows:
1. TERMINATION OF LEASE. CMI and ▇▇▇ hereby agree that the Lease shall
be terminated and of no further force and effect on the Effective Date.
2. PAYMENT BY CMI. In consideration for the early termination of the
Lease and the undertakings by ▇▇▇ herein, CMI shall pay to ▇▇▇ on the Effective
Date $45,000, such payment to be made by delivery of a check payable to the
order of ▇▇▇.
3. RELEASE, HOLD HARMLESS AND INDEMNIFICATION. For itself, its
successors and assigns and Affiliates (as hereinafter defined), ▇▇▇ and its
successors and assigns, including any successor and assign of the Premises
(collectively, the "▇▇▇ Releasors"), hereby release and acknowledge full and
complete satisfaction of any and all past, present or future claims, demands,
debts, liabilities, accounts, obligations, and causes of action of every kind
and nature whatsoever, whether known or unknown, that the ▇▇▇ Releasors or any
of them may have against CMI and its Affiliates and successors and assigns
(collectively, the "CMI Releasees") for, or with respect to, the Lease and the
Potential Liabilities.
In connection with the foregoing release, the ▇▇▇ Releasors hereby
indemnify and hold harmless the CMI Releasees and any of them from and against
any and all losses, liabilities,
damages, injuries, penalties, fines, costs, expenses and claims of any and every
kind whatsoever (including attorney's fees and costs), whether known or unknown,
asserted or arising under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. ss. 9601 ET SEQ. (CERCLA), as amended, from
time to time and regulations promulgated thereunder, any so-called state or
local "Super Fund" or "Super Lien" law, or any other federal, state or local
statute, law or ordinance, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning any
hazardous substance, hazardous material, pollutant, contaminant or waste paid,
incurred or suffered by, or asserted against, the CMI Releasees or any of them
as a result of any claim, demand or judicial or administrative action by any
person or entity (including governmental or private entities) for, or with
respect to, the Potential Liabilities.
"Affiliates" of a specified person shall mean any shareholder, partner,
officer or director of the person specified or any other person that directly,
or indirectly through one or more intermediaries, controls or is controlled by,
or is under common control with, the person specified.
4. ENTIRE AGREEMENT. This Agreement and the new lease, Exhibit A,
represent the entire agreements of the parties hereto with respect to the
subject matter hereof, superseding all prior agreements, understandings,
discussions, negotiations and comments of any kind relating to the subject
matter hereof.
5. EXECUTION AND COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which counterparts, when so executed and delivered, shall take and together
constitute but one and the same Agreement.
6. APPLICABLE LAW. The validity of this Agreement, the construction and
interpretation and enforcement hereof and the rights of the parties hereto shall
be determined under, governed by and construed in accordance with the internal
laws of the state of North Carolina without giving affect to conflict of laws
and principles thereof.
IN WITNESS WHEREOF, this Agreement and the New Lease have been duly
executed and delivered by each of the undersigned as of the date first above
written.
CAROLINA MEDICAL, INC. KING INVESTMENT PARTNERS
By /s/ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: President Title:Partner
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KING INVESTMENT PARTNERS
FOR: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY PERMISSION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:Partner
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FOR: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ BY PERMISSION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:Partner
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KING INVESTMENT PARTNERS
FOR: C. ▇▇▇▇▇ ▇▇▇▇▇ BY PERMISSION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:Partner
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FOR: ▇▇▇▇▇ ▇. ▇▇▇▇▇ BY PERMISSION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:Partner
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KING INVESTMENT PARTNERS
FOR: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY PERMISSION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:Partner
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FOR: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY PERMISSION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:Partner
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KING INVESTMENT PARTNERS
▇▇▇▇▇▇▇ Estate
By N/A
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Title:Legal Representative