Lease Buyout Agreement

LEASE BUYOUT AGREEMENT

This Lease Buyout Agreement ("Agreement") is entered into on this Day: of Month: Year: by and between Landlord Name: whose address is ("Landlord"), and Tenant Name: whose address is ("Tenant").

RECITALS

WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement dated (the "Lease") concerning the real property commonly described as (the "Premises");

WHEREAS, Tenant has requested and Landlord has agreed to accept a buyout payment from Tenant in consideration for Landlord's agreement to terminate the Lease and release Tenant from future obligations under the Lease upon satisfaction of certain conditions;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the buyout, the timing and manner of payment, and the condition and surrender of the Premises.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Buyout Effective Date" means the date on which Landlord receives the full Buyout Consideration in cleared funds and all conditions precedent in Section 3 have been satisfied.

"Buyout Consideration" means the total monetary amount to be paid by Tenant to Landlord as specified in Section 2.

2. BUYOUT CONSIDERATION

Payment Method (select applicable):  Lump sum    Installments

3. PAYMENT AND ESCROW

Unless otherwise agreed in writing, all Buyout Consideration shall be paid in United States dollars by wire transfer or certified funds to Landlord's account or to an escrow agent identified below. Payment is deemed received when funds are available for immediate withdrawal by Landlord.

If any payment is not made when due, Tenant shall be in default and shall be liable for interest at the lesser of five percent (5%) per annum or the maximum rate permitted by law, calculated from the date due until paid.

4. RELEASE; TERMINATION OF LEASE

Upon Landlord's receipt of the full Buyout Consideration in accordance with this Agreement and the fulfillment of any conditions set forth herein, Landlord shall execute and deliver to Tenant a written release terminating the Lease and releasing Tenant from all obligations accruing after the Buyout Effective Date, except for obligations expressly preserved in this Agreement.

The parties acknowledge and agree that this Agreement effects a negotiated termination of the Lease and not an eviction or surrender by operation of law.

5. POSSESSION; CONDITION OF PREMISES

Tenant shall vacate and surrender possession of the Premises to Landlord on or before (the "Surrender Date") in broom-clean condition, free of Tenant's personal property and debris, and in the same condition as at lease commencement except for reasonable wear and tear.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

Tenant further represents that, to Tenant's knowledge, there are no outstanding defaults under the Lease by Landlord that would impair Tenant's ability to perform hereunder, and that Tenant has not assigned the Lease except as disclosed in writing to Landlord.

7. INDEMNIFICATION

Tenant agrees to indemnify, defend and hold harmless Landlord from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from Tenant's occupancy, operations, or acts or omissions prior to the Buyout Effective Date, except to the extent such claims arise from Landlord's gross negligence or willful misconduct.

Landlord agrees to indemnify, defend and hold harmless Tenant from and against any claims arising from acts or omissions of Landlord after the Buyout Effective Date, except to the extent arising from Tenant's prior acts or omissions.

8. TAXES, UTILITIES AND OTHER CHARGES

Tenant shall remain responsible for all utilities, taxes, assessments and other charges attributable to Tenant's use of the Premises through the Surrender Date. Any prorations shall be calculated as of the Buyout Effective Date unless otherwise agreed in writing.

9. DEFAULT; REMEDIES

A party shall be in default under this Agreement if it fails to perform any material obligation and fails to cure such breach within days after receipt of written notice. Remedies available to the non-breaching party shall include specific performance, damages, and any other remedies available at law or in equity.

10. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party may designate by notice).

11. ASSIGNMENT; SUCCESSORS

This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT

This Agreement, together with any written attachments or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, relating thereto.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the minimum extent necessary to make it enforceable.

15. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

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