EXHIBIT 10.19
STATE OF GEORGIA
COUNTY OF FORSYTH
ASSIGNMENT OF LEASE
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THIS AGREEMENT (hereinafter referred to as the "Assignment"), made and
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entered into as of the 24th day of July, 1998 by and among SQL FINANCIALS
INTERNATIONAL, INC. (hereinafter referred to as "Assignor"), TECHNOLOGY
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PARK/ATLANTA, INC.,a Georgia Corporation (hereinafter referred to as "Assignee")
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and METROPOLITAN LIFE INSURANCE COMPANY (hereinafter referred to as "Lessor");
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W I T N E S S E T H: That:
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WHEREAS, pursuant to a certain Lease dated as of March 20, 1997 by and
between Assignor, as lessee, and Assignee, as lessor (hereinafter referred to as
the "Lease"), Assignor agreed to lease from Assignee certain space (the
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"Premises") located in Forsyth County, Georgia and being more particularly
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described in the Lease; and
WHEREAS, Assignee subsequently sold the Building and Property (each as
defined in the Lease) to Lessor, and Lessor assumed the obligations of "Lessor"
under the Lease; and
WHEREAS, Assignee desires to lease certain space in Building 3970 in Xxxxx
Creek (the "3970 Premises") by virtue of that certain Lease dated of even date
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herewith between Assignor, as lessee, and Assignee as lessor (the "3970 Lease");
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and
WHEREAS, in consideration for entering into the 3970 Lease and pursuant to
the terms and conditions hereof, Assignor desires to assign its rights under the
Lease and to delegate its obligations under the Lease to Assignee and Assignee
desires to accept such assignment and to assume such delegated obligations; and
WHEREAS, Assignee and Assignor intend that the commencement of the 3970
Lease and the assignment and assumption of the Lease shall occur simultaneously,
and that Assignor's rental payments under the Lease and the 3970 Lease shall be
continuous, but not duplicative;
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NOW, THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00), the
receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee
agree as follows:
1. This Assignment shall be effective and in full force and effect as of
the Commencement Date, as defined in the 3970 Lease (the "Effective Date").
2. Subject to paragraph 4 hereof, Assignor hereby assigns to Assignee
all of Assignor's right, title and interest in and to the Lease and Assignor
delegates to Assignee all of Assignor's duties and obligations under the Lease.
Subject to paragraph 4 hereof, Assignee hereby accepts all right, title and
interest of Assignor in and to the Lease and assumes and agree to perform,
discharge, and fulfill all of the duties, liabilities and obligations of
Assignor under the Lease. Notwithstanding anything to the contrary contained
herein, however, Assignor does not assign, and shall not be deemed to have
assigned, and Assignee does not assume, and shall not be deemed to have assumed,
any duty, liability or obligation incurred or arising as a result of any breach
or default by Assignor under the Lease occurring prior to the Effective Date of
this Assignment, and Assignor shall remain responsible for such duties,
liabilities and obligations.
3. Assignor shall indemnify Assignee against, and hold and defend Assignee
harmless from, any duty, liability or obligation to Lessor incurred or arising
as a result of any breach or default by Assignor under the Lease occurring prior
to the Effective Date of this Assignment. Subject to the immediately preceding
sentence, Assignee shall indemnify Assignor against, and hold and defend
Assignor harmless from, any duty, liability or obligation to Lessor incurred or
arising as a result of any breach or default by Assignee under the Lease
occurring after the Effective Date of this Assignment.
4. Assignor hereby agrees to continue to pay all rental amounts due Lessor
under the Lease for the first three (3) months after the Effective Date, such
that Assignor's obligation to pay rent under the Lease pursuant to this
Assignment shall cease simultaneously with Assignee's obligation to pay full
Base Rent under the 3970 Lease.
5. Pursuant to Paragraph 11 of the Lease, Lessor hereby approves this
Assignment, and Lessor shall honor and be bound by the Lease, as assigned.
Lessor expressly agrees that, subject to paragraph 4 hereof, this Assignment
shall release Assignor from its obligations under the Lease as of the Effective
Date, and further agrees that Lessor shall return the Security Deposit and
Letter of Credit deposited by Assignor under the Lease, plus earned interest on
said Security Deposit, to Assignor within thirty (30) days of the Effective
Date, Lessor at that time having no claim to or interest in said Security
Deposit or Letter of Credit.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment or
have caused the same to be executed and sealed by their authorized
representative the day and year first above written.
ASSIGNOR:
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SQL FINANCIALS INTERNATIONAL, INC.,
a Delaware corporation
By: /s/
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Name:
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Its:
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[CORPORATE SEAL]
ASSIGNEE:
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TECHNOLOGY PARK/ATLANTA, INC., a Georgia
corporation
By: /s/
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Name:
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Its:
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[CORPORATE SEAL]
LESSOR:
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METROPOLITAN LIFE INSURANCE COMPANY
By: /s/
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Name:
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Its:
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[CORPORATE SEAL]
