LEASE AGREEMENT 733: TURNKEY SUBLEASE BY MEDICAL MANAGEMENT COMPANY TO INDIVIDUAL DOCTOR $99.95
MEDICAL OFFICE SUBLEASE AGREEMENT
This Lease (“Lease”) is made as of _________________, by and between MEDICAL MANAGEMENT LANDLORD, INC., a __________________ corporation (“Landlord”), and AGREEABLE PHYSICIAN, INC., a _________________ corporation (“Tenant”).
W I T N E S S E T H:
WHEREAS the Landlord currently owns certain leasehold rights to office space located at ___________, Suite ___________ (the "Premises or "Office") and
WHEREAS Tenant desires to let office space at the Premises in connection with its operation of a medical practice at the Premises; and
WHEREAS the Landlord desires to let such office space to the Tenant under the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the parties hereto agree as follows:
1. PREMISES. The Landlord hereby leases to Tenant and Tenant hires the Premises from Landlord. Together with the Premises, Landlord hereby leases to Tenant for the term hereof all fixtures, furnishings and furniture appertaining thereto (but subject to any and all liens, financing statements, conditional sales contracts, etc., and to the terms of any equipment leases pertaining thereto). Further, Landlord agrees to provide to the Tenant the management services, personnel, equipment and supplies (hereinafter called the "Management Services" described in the Management Agreement of even date herewith.
2. TERM. The term of this Lease shall be for a period to run concurrent with the term of that certain Management Agreement dated of even date herewith by and among Landlord, and Tenant, but in no event for a period of less than one (1) year.
3. RENT. The rent to be paid by Tenant to Landlord for the Premises during the term hereof shall be in the amount, and paid in the manner, as follows:
a. From and as of the date hereof and until one year from the date hereof (the "Anniversary Date"), the sum of ____________ dollars ($__________) per annum.
b. The parties hereto shall mutually agree upon a revised rent on or before two months prior to the Anniversary Date of each Lease year (the "Revision Date"). If the parties fail to reach an agreement with regard to the revised rent before the Revision Date of any Lease year, then the Landlord may, in its sole discretion, determine the revised rent by giving written notice thereof to the Tenant on or before ten days prior to the Anniversary Date of the Lease year. In the event that the Tenant is dissatisfied with such revised rent, the Tenant's sole recourse shall be to notify the Landlord, within ten days after receipt of notice of the revised rent, of the Tenant's intention to terminate this Lease as of the sixtieth (60th) day from the date the notice is sent. Failure to so notify the Landlord of its termination of this Lease shall be deemed to be an acceptance by the Tenant of the revised rent, and the Tenant shall thereupon be obligated to make timely payments of the revised rent to the Landlord.
c. The rent shall be payable in monthly installments. Payment of the rent shall be made by the Landlord, in its capacity as manager of the Tenant's business pursuant to the Management Agreement, by drawing a check or wire transfer or other bank transfer payable to the Landlord on the Tenant's account maintained by the Management Company pursuant to the Management Agreement.
d. The Landlord and Tenant agree that upon termination or expiration of this Lease for any reason, the Landlord, as Manager, will continue to collect as agent of the Tenant, (pursuant to the Management Agreement) all of the Tenant's then outstanding accounts receivable for professional and ancillary services rendered and will continue to be paid from receipts therefrom any amounts outstanding from the Tenant pursuant to this Lease and/or the Management Agreement until all such amounts then or subsequently due the Landlord shall have been repaid in full.
4. TERMINATION. This Lease may be terminated upon the happening of any of the following events:
a. This Lease shall terminate automatically in the event that any ground lease, or other lease senior to this Lease (“underlying lease”) by which Landlord has an interest in the Premises is canceled, terminated or otherwise expires. Landlord shall give written notice to Tenant of the cancellation, termination or expiration of any underlying lease and shall specify therein the date of termination of this Lease, which shall be the same as the date of termination of said underlying lease.
b. This Lease shall terminate automatically upon the termination of the Management Agreement for any reason whatsoever.
c. This Lease shall terminate automatically at such time as the Tenant does not qualify for any reason as a professional corporation, including but not limited to the death or disqualification to practice medicine of every shareholder. For these and all other purposes, the determination of a physician's qualification to practice medicine shall be made by the Tenant and/or by the applicable governmental and professional regulatory agencies, and the Landlord shall in no way make or contribute to such a determination.
d. The Landlord may, at its sole option, immediately terminate this Lease:
(1) in the event that the Tenant shall fail to make any payment or perform any duty or obligation imposed on it by this Lease or by the Management Agreement, or shall otherwise default under this Lease or under the Management Agreement, or shall otherwise give rise to a right of the Landlord to terminate the Management Agreement pursuant to the provisions thereof, and such default or occurrence shall continue for a period of ten (10) days after notice thereof has been given to the Landlord by the Landlord; or
(2) upon the occurrence of a "change in control" of either the Landlord or of the Tenant; for these purposes, a "change of control" of a corporation shall have been deemed to have occurred (a) upon the merger or consolidation of said corporation with or into another corporation or entity, and irrespective of whether said corporation is the surviving entity; (b) upon the sale, transfer or other disposition of a significant portion of the assets of the corporation; (c) if any person or group of persons becomes the beneficial owner, directly or indirectly, of securities of the corporation representing fifty percent (50%) or more of the then outstanding securities of the corporation (whether by purchase or acquisition of such securities or by agreement to act in concert with respect to such securities or otherwise); or (d) if any person or entity owning or controlling more than fifty percent (50%) of the outstanding securities of the corporation at any time ceases to own of record or beneficially at least fifty percent (50%) of the then outstanding securities of the corporation; or
(3) if the license to practice medicine of any physician who is a member of or is associated with the Tenant is suspended or revoked by any administrative agency of the State of ___________ or a petition is filed by any administrative agency of the State of ___________ seeking to suspend or revoke such license on any grounds, including but not limited to improper medical practice or improper conduct by such physician, unless such physician is immediately terminated from any association with the Tenant and the Premises; or
(4) if any physician who is a member of or is associated with the Tenant is convicted of a felony, unless such physician is immediately terminated from any association with the Tenant and with the Premises; or
(5) upon the filing of a petition in voluntary bankruptcy or an assignment for the benefit of creditors by the Tenant, or upon other action taken or suffered, voluntarily or involuntarily, under any Federal or State law for the benefit of insolvents by the Tenant, except for the filing of a petition in involuntary bankruptcy against the Tenant, with the dismissal thereof within thirty (30) days thereafter;
(6) If Tenant defaults in fulfilling any of the covenants of this Lease including the covenants for the payment of rent or additional rent; or if the demised Premises become vacant or deserted; or if the demised Premises are damaged by reason of negligence or carelessness of Tenant, its agents, employees or invitees; or if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the demised Premises shall be taken or occupied by someone other than Tenant; or if Tenant shall make default with respect to any other agreement between Landlord and Tenant; or if Tenant shall fail to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease, of which fact Landlord shall be the sole judge; then, in any one or more of such events, upon Landlord serving a written ten (10) days' notice upon Tenant specifying the nature of said default and upon the expiration of said ten (10) days, if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within the said ten (10) day period, and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default, then Landlord may serve a written three (3) days notice of cancellation of this Lease upon Tenant, and upon the expiration of said three (3) days, this Lease and the term thereunder shall end and expire as fully and completely as if the expiration of the three (3) day period were the day herein definitely fixed for the end and expiration of this Lease and the term thereof and Tenant shall then quit and surrender the demised Premises to Landlord but Tenant shall remain liable as hereinafter provided; or
(7) if the notice provided for in Paragraph above shall have been given, and the term shall expire as aforesaid; then and in such event Landlord may without notice, re-enter the demised Premises either by force or otherwise, and dispossess Tenant by summary proceedings or otherwise, and the legal representative of Tenant or other occupant of demised Premises and remove their effects and hold the Premises as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. If Tenant shall make default hereunder prior to the date fixed as the commencement of any renewal or extension of this Lease, Landlord may cancel and terminate such renewal or extension agreement by written notice.
No failure or delay on the part of any party to exercise its right of termination hereunder for any one or more causes shall be considered to prejudice said party's right of termination for such or any other subsequent cause. Termination or cancellation of this Lease for any reason whatsoever shall in no way release any party from any payments, obligations or liabilities arising prior to termination or arising from acts or failures to act on or before the date of termination or otherwise due after termination pursuant to the terms of either this Lease or the Management Agreement. Furthermore, no termination of this Lease or of the Management Agreement shall in any way affect the survival; of any right, duty, or obligation which is expressly stated elsewhere in this Lease or in the Management Agreement to survive such termination.
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