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THIS TERMINATION OF LEASE AGREEMENT (Agreement) is entered into this 1st _ day of _May , 20_ by and between _YZX Partners, LLC, a Texas partnership (Landlord), and New Tenant, Inc. , a _Texas corporation (Tenant); WITNESSETH: WHEREAS, Landlord and Tenant entered into that certain Lease Agreement, dated __________ (Lease), for certain property located in the City of Austin, State of Texas _______ , which property is more particularly described in Exhibit "A" attached hereto and made a part hereof (the Leased Premises), which lease is evidenced by a Memorandum of Lease between Landlord and Tenant dated _July 6, 2010 and recorded in Book __123, Page 34_ of the Official Records of _Bear County, Texas; and WHEREAS, Landlord and Tenant desire to terminate all obligations, liabilities and benefits under said Lease in its entirety as hereinafter provided. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions herein contained, the parties hereto do hereby agree as follows: 1. As of November 30th , 2010 (the Effective Date), Landlord and Tenant hereby agree that all benefits, obligations and liabilities of the Landlord and Tenant under the Lease and otherwise relating to the Leased Premises shall cease and terminate and such Lease shall have no further force and effect. 2. a) Landlord acknowledges that it has been afforded the opportunity to inspect the Leased Premises, and any improvements thereon, and Landlord agrees that, as of the Effective Date, it shall take possession of and accept the condition of the surface and subsurface of the Leased Premises, and any improvements thereon, on an "as-is" basis, including, without limitation, matters pertaining to compaction, bearing ability, hazardous waste or toxic materials. Landlord represents and warrants that neither Tenant nor it agents, subsidiaries, parent companies, employees or attorneys have made, and it has not relied upon any representations and warranties made by or on behalf of Tenant in connection with the Leased Premises, the condition of any improvements located thereon, the condition of the surface or subsurface thereof, or of the soil conditions or compaction or bearing ability thereof, including, without limitation, any matters pertaining to hazardous waste or toxic materials. This representation and warranty by Landlord shall be true as of the Effective Date, and shall be extended to and shall be in full force and effect as of the Effective Date and shall survive the Effective Date. b) From and after the Effective Date, the parties agree that Tenant shall have no prior or future responsibility, and that Landlord shall have full responsibility for the condition and existing defects of the Leased Premises (specifically including any matters pertaining to hazardous materials or toxic wastes), whether known or unknown, disclosed or undisclosed, latent or patent.
the terms and provisions of this Agreement shall control. actions. of and from any and all pre-existing or subsequent claims. and with the advice of counsel.000. are connected with or arise out of (i) the incorrectness of any representation or warranty of Landlord. or occurring or arising on the Leased Premise. As consideration for Landlord's agreement to release Tenant from its obligations under the Lease as provided herein. including any claims or disputes arising from the negligent acts or omissions of Tenant. through this Agreement. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by Tenant against Landlord under this indemnity. liabilities. demands. Landlord represents and warrants to Tenant that no other person or entity is required to consent to this Agreement as a condition to its validity. directors. any claim. 8. 10. attorneys' fees. 7. concurrently with the execution of this Agreement. or (iii) any pre-existing or subsequent act. subsidiaries. Landlord and Tenant represent and warrant to each other that each has not heretofore assigned or transferred. or facts in addition to or different than those which it now knows or believes to be true with respect to the matters released herein pursuant to Paragraphs 3 and 4 hereof. expenses. without limitation. Tenant shall have no further obligation to make any repairs to the Leased Premises or the building and improvements on the Leased Premises. Landlord agrees to defend (with counsel of Tenant's choice). 6. attorneys' fees. or instituted or initiated by or on behalf of any third parties. Landlord shall deliver to Tenant a Consent to Termination of Lease executed by each of the Mortgagees in the form attached hereto as Exhibit "B" and incorporated herein by reference. licensees and permittees. demand. liability. expressly including any negligent act or omission of Tenant. included and covered by this Agreement. employees. Landlord does hereby release and forever discharge Tenant and its agents. to any person. Landlord hereby acknowledges that it may hereafter discover claims presently unknown or unsuspected. fully. appellate attorneys' fees and all costs and expenses related thereto) which relate to. demands. 9. notwithstanding anything in the Lease or this Agreement to the contrary. Nevertheless. Each of the parties hereto acknowledges that it has been represented by counsel of its own choice throughout all of the negotiations which preceded the execution of this Agreement and in connection with the preparation and execution of this Agreement. 5. or purported to assign or transfer. debts. costs. attorneys' fees. its agents. officers. Tenant shall pay to Landlord concurrently with the full execution of this Agreement the sum of One Hundred Thousand Dollars ($100. (ii) any breach by Landlord of this Agreement. employees. claims. obligation. 3. firm or corporation whatsoever. cost. hold harmless and indemnify Tenant. successors and assigns. 2 . parent companies. omission or condition whatsoever affecting the Lease or occurring on or existing on the Leased Premises. invitees.c) From and after the Effective Date. and causes of action involving the Lease. parent companies. debt. from and against any and all losses. and causes of action.00). matters. fees. damages. obligations. expense. expenses and professional fees (including. liabilities. subsidiaries. In the event of a conflict between the terms and provisions of this Agreement and those contained in the Lease. action or cause of action herein released. it is the intention of Landlord. finally and forever to settle and release all such claims. The parties agree that such indemnification shall survive the Effective Date. 4. other than _ABC BANK (the Mortgagees). From and after the Effective Date. In this regard. attorneys.
action or other proceeding shall be entitled to its reasonable attorneys' fees and costs. the prevailing party in any such suit. In the event either party shall file a suit. LANDLORD: By:__________ Its:__________ TENANT: By:__________ Its:__________ 3 . IN WITNESS WHEREOF. action or other proceeding to enforce or declare any rights under this Agreement or seek any damages resulting from a breach hereof. 12. and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. the parties hereto have entered into this Agreement on the date first hereinabove mentioned. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas .11.
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