EXHIBIT 10.18
ASSIGNMENT AND ASSUMPTION OF SUBLEASE
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THIS ASSIGNMENT AND ASSUMPTION OF SUBLEASE (this "Assignment") is made
and entered into as of the 2nd day of December, 1996 by and between Team
Alliance Technology Partners, L.P., a New York limited partnership, having an
office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Assignor") and Xxxx,
Xxxxxx & Associates, Inc., a California corporation, having an office at 0000
Xxxxxxx Xxxxx Xxxx., Xxx Xxxx, Xxxxxxxxxx 00000 ("Assignee").
W I T N E S S E T H:
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WHEREAS, Assignor is the subtenant under that certain Sublease
Agreement dated December 28, 1995 (the "Sublease"), between Central Leasing
U.S.A. Inc., a Delaware corporation ("Sublandlord") and Assignor, demising that
certain premises occupying a portion of the building commonly known as 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Premises"); and
WHEREAS, Sublandlord is the tenant under a written lease dated
November 26, 1990, (the "Master Lease") wherein Saxonia Realty Corp. N.V., a
Netherlands Antilles corporation ("Landlord") leased to Sublandlord the
Premises; and
WHEREAS, Assignor desires to assign, and Assignee desires to assume,
the rights, duties, obligations and liabilities of Assignor, as subtenant under
the Sublease, to the extent provided below; and
WHEREAS, Landlord and Sublandlord have agreed to consent to the
assignment of the Sublease from Assignor to Assignee.
NOW, THEREFORE, in consideration of the recitals set forth above,
which are made a part of this Assignment, the mutual covenants hereinafter
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Subject to the terms, covenants, conditions and provisions of this
Assignment, Assignor hereby transfers and assigns to Assignee all of its rights,
title, interests and obligations (to the extent accruing from, and after, the
date of this Assignment) as tenant in, to and under the Sublease.
2. Assignee hereby accepts the assignment of the interest of Assignor
as subtenant under the Sublease and assumes all rights, title, interests and
obligations of Assignor under the Sublease (to the extent accruing from, and
after, the date of this Assignment). Assignee shall perform, discharge, fulfill
and observe all terms, obligations, covenants, conditions and provisions of
subtenant under the Sublease, which accrue from and after the date hereof, with
the same force and effect as if Assignee were the original subtenant under the
Sublease.
3. Assignee covenants and agrees to protect, defend, indemnify, and
hold Assignor harmless from and against any and all liabilities, losses,
expenses (including, without limitation, reasonable attorneys' fees and
expenses), fines, penalties, suits, claims and demands of whatsoever kind or
nature, at law or in equity, which are incurred or suffered by Assignor in
connection with the Sublease and which accrue from, and after, the date hereof.
4. Assignor covenants and agrees to protect, defend, indemnify and
hold Assignee harmless from and against any and all liabilities, losses,
expenses (including, without limitation, reasonable attorneys' fees and
expenses), fines, penalties, suits, claims and demands of whatsoever kind or
nature, at law or in equity, which are incurred or suffered by Assignee in
connection with the Sublease and which accrued prior to the date hereof.
5. Landlord and Sublandlord hereby consent to the assignment of all
of Assignor's right, title and interest in, to and under the Sublease to
Assignee to the extent herein provided. The foregoing shall not constitute
consent to any further assignment. Further, Assignor acknowledges and agrees
that Assignor is not released from its duties and obligations to Sublandlord
pursuant to the Sublease.
6. (a) Assignor warrants and represents that there was no broker or
agent instrumental in consummating this transaction. Assignor hereby agrees to
indemnify, defend and hold harmless Assignee, Landlord and Sublandlord from any
claims (including reasonable attorneys' fees) for brokerage or other commissions
in connection with this transaction.
(b) Assignee warrants and represents that there was no broker or
agent instrumental in consummating this transaction claiming by or through
Assignee. Assignee hereby agrees to indemnify, defend and hold harmless
Assignor, Landlord and Sublandlord from any claims (including reasonable
attorneys' fees) for brokerage or other commissions in connection with this
transaction claiming by or through Assignee.
7. This Assignment shall be binding upon and shall inure to the
benefit of Assignor, Assignee, and their respective legal representatives,
successors and assigns.
8. This Assignment may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of such counterparts
shall together constitute one Assignment.
9. Assignor agrees to be solely responsible for and hereby
indemnifies, defends and holds harmless Landlord and Sublandlord against any
claims (including reasonable attorneys' fees) for transfer taxes relating to the
transaction contemplated herein.
10. Assignor certifies for the benefit of Assignee and Sublandlord
only that, as of the date hereof, the Sublease is in full force and effect and
neither Assignor nor Sublandlord is in default or breach of any of the
provisions of the Sublease and that no setoffs in favor of Assignor currently
exist.
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11. (a) This instrument may be executed in counterparts and it is the
intention of the parties hereto that any executed counterpart shall constitute
the agreement of the parties and that all counterparts shall together constitute
one and the same agreement of the parties.
(b) Any facsimile transmittal of original signature versions of
this Assignment shall be considered to have the same legal effect as execution
and delivery of the original document and shall be treated in all manner and
respects as the original document. The parties also agree to promptly exchange
counterparts with original signatures.
IN WITNESS WHEREOF, the parties hereto have each caused this
Assignment to be duly authorized and executed as of the day and year first above
written.
ASSIGNOR: ASSIGNEE:
TEAM ALLIANCE TECHNOLOGY XXXX, XXXXXX & ASSOCIATES, INC.,
PARTNERS, L.P., a New York a California corporation
limited partnership
By: Team Alliance Technology Partners,
Inc., its general partner By: /s/ Xxxx Xxxxxxxx
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Its: President
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By: /s/ Xxxxxxxx Xxxxxx
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Its:
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CONSENTS
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LANDLORD:
Landlord hereby consents to the assignment and assumption of the
Sublease pursuant to the terms and provisions of the foregoing Assignment and
Assumption of Sublease as of this 2nd day of December, 1996 and agrees that
Assignee may use the Premises for any use permitted by the Sublease, including
but not limited to use for contract and temporary personnel services. Further,
Landlord hereby represents and warrants to Landlord's knowledge only, that no
default or breach of any of the provisions of the Master Lease currently exists.
XXXXXXX X. XXXXXXX [RECEIVER]
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: RECEIVER, 000 0xx Xxxxxx
XXXXXXXXXXX:
Sublandlord hereby consents to the assignment and assumption of the
Sublease pursuant to the terms and provisions of the foregoing Assignment and
Assumption of Sublease as of this 2nd day of December, 1996 and agrees that
Assignee may use the Premises for any use permitted by the Sublease, including
but not limited to use for contract and temporary personnel services. Further,
Sublandlord hereby represents and warrants to Sublandlord's knowledge only, that
no default or breach of any of the provisions of the Master Lease or Sublease
currently exists.
Central Leasing U.S.A. Inc.
By: /s/ [illegible]
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Its:
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