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10-Q
This instrument
was prepared by:
Baker,
Donelson, Bearman,
Caldwell &
Berkowitz, P.C.
211 Commerce
Street, Suite 1000
Nashville,
Tennessee 37201
LEASE TERMINATION
AGREEMENT
THIS
LEASE TERMINATION AGREEMENT (the “Termination”) is dated as of
March ___, 2007, and is effective at the Effective Time (as defined
in Section 1 hereof), and is by and among
HR ACQUISITION I CORPORATION, a Maryland
corporation, HR ACQUISITION OF PENNSYLVANIA, INC.
, a Pennsylvania corporation (f/k/a Capstone Capital of
Pennsylvania, Inc.), and HRT HOLDINGS, INC ., a
Delaware corporation (collectively the “Landlord”),
with an address of 3310 West End Avenue, Suite 700, Nashville,
Tennessee 37203, and EMERITUS CORPORATION , a
Washington corporation (the “Tenant”), with an address
of 3131 Elliott Avenue, Suite 500, Seattle, Washington
98121.
PRELIMINARY
STATEMENTS
A. Pursuant to that certain Lease Agreement
identified on Exhibit A attached hereto
(the “Lease”), Tenant leased from Landlord the premises
more particularly described as the “Leased Property” in
the Lease (the “Premises”).
B. In conjunction with the conveyance of the
Premises by Landlord to Tenant, Landlord and Tenant wish to agree
and consent to the termination of the Lease.
TERMS
NOW, THEREFORE , in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and the
mutual promises contained in this Termination, the parties,
intending to be legally bound, agree as follows:
City of
Danville, Virginia
1.
Landlord and Tenant hereby agree
and consent to the termination of the Lease, effective as of ______
__.m. (Eastern Time) on the date hereof (the “Effective
Time”); provided, however, that Tenant is not released from
any liabilities, duties or obligations under the Lease that arose
or accrued prior to the Effective Time, including, without
limitation, the obligation, responsibility or liability for the
payment to Landlord or any other person or entity for any losses,
liabilities, damages, injuries, penalties, fines, costs, expenses,
claims and other amounts of any and every kind whatsoever
(including, without limitation, reasonable attorneys’ fees
and expenses) that relate to (a) the Lease; (b) Tenant’s
occupancy of the Premises or the improvements thereon; (c) the use
or enjoyment of any appurtenances, easements, rights and privileges
belonging to the Premises by Tenant or its invitees, officers,
contractors, subcontractors, agents, representatives or employees;
or (d) causes of action, claims, suits, actions or other
proceedings (i) pending at the Effective Time or (ii) filed or made
at or after the Effective Time and relating to events occurring or
liabilities or obligations arising or accruing prior to the
Effective Time.
2.
Tenant hereby releases and forever
discharges Landlord from all known or unknown causes of action,
claims, suits, actions, demands or other proceedings of any kind
that Tenant has as of the Effective Time or may have after the
Effective Time on account of or in any way arising out of or
related to the Lease or the Premises.
3.
This Termination shall be construed
and interpreted in accordance with the laws of the State in which
the Premises are located.
4.
This Termination shall inure to the
benefit of the successors and assigns of the parties
hereto.
5. This Termination may be executed in any number
of counterparts, each of which shall be deemed an original hereof
and all of which together shall constitute but one Termination. In
the event of any conflict between the terms of this Termination and
the terms of the Lease, the terms of this Termination shall govern
and shall be controlling.
City of
Danville, Virginia
IN
WITNESS WHEREOF ,
the parties hereto have executed this instrument effective on the
date set forth above.
HR
ACQUISITION I CORPORATION , a
Maryland corporation
By:
/s/ John M. Bryant, Jr.
John M. Bryant,
Jr.
Senior Vice
President and General Counsel
COUNTY OF
DAVIDSON, to-wit:
The foregoing
instrument was acknowledged before me in the County of Davidson,
State of Tennessee, this _14th__ day of March, 2007, by John M.
Bryant, Jr., Senior Vice President and General Counsel of
HR ACQUISITION I CORPORATION , a Maryland
corporation, on its behalf.
/s/ Ruth
Anne Caruthers
Notary
Public
(SEAL)
My Commission
Expires:_08/08/2010___
City of
Danville, Virginia
HRT
HOLDINGS, INC ., a
Delaware corporation
By:
/s/ John M. Bryant, Jr.
John M. Bryant,
Jr.
Senior Vice
President and General Counsel
COUNTY OF
DAVIDSON, to-wit:
The foregoing
instrument was acknowledged before me in the County of Davidson,
State of Tennessee, this __14th_ day of March, 2007, by John M.
Bryant, Jr., Senior Vice President and General Counsel of
HRT HOLDINGS, INC ., a Delaware corporation, on
its behalf.
/s/ Ruth
Anne Caruthers
Notary
Public
(SEAL)
My Commission
Expires:__ 08/08/2010_
City of
Danville, Virginia
HR
ACQUISITION OF PENNSYLVANIA,
INC
., a Pennsylvania
corporation
By:
/s/ John M. Bryant, Jr.
John M. Bryant,
Jr.
Senior Vice
President and General Counsel
[CORPORATE SEAL]
