EXHIBIT 2.7
ASSIGNMENT OF LEASE
(Pittsford)
THIS ASSIGNMENT OF LEASE (this "Assignment") is made as of the 28st day of
May, 2004, between eTrack Solutions, Inc., a wholly owned subsidiary of
Manchester Technologies, Inc. a New York corporation with offices located at 000
Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("Assignor") and ePlus Technology, Inc.,,
a Virginia corporation with offices located at 000 Xxxxxxx Xxxxxxx, Xxxxxxx,
Xxxxxxxx 00000 ("Assignee").
Recitals
WHEREAS, pursuant to an Agreement of Lease dated June 23, 1997 by and
between 000 Xxxxxxx Xxx LLC, as Landlord, and Assignor, as tenant, (the
"Lease"), Landlord leased to Assignor that certain land building known as 0000
Xxxxxxxxx-Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx, (Xxx "Premises"), said
premises being more particularly described in the Lease, a copy of which is
annexed hereto and made a part of as Exhibit A; and
WHEREAS, Assignor desires to assign its interest in the Lease to the
Assignee, and the Assignee desires to accept the assignment thereof, upon the
following terms and conditions.
NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Effective as of May 27, 2004 (the "Effective Date"), or the date upon
which the Landlord consents hereto whichever is later, the Assignor hereby
assigns and transfers to the Assignee and its successors and assigns all of its
right, title and interest in and to the Lease hereinbefore described, including,
without limitation, Assignor's interest in the security deposit, if any,
delivered under such Lease (an Assignor shall take all necessary actions to
effectuate the transfer of such security deposit to Assignee). Assignee hereby
agrees to and does accept the assignment, and in addition, expressly assumes and
agrees to keep, perform, and fulfill all the terms, covenants, conditions and
obligations required to be kept, performed, and fulfilled by the Assignor as the
tenant under the Lease, arising thereunder from and after the Effective Date.
2. General. This Assignment may not be changed or discharged orally, but
only by an agreement in writing signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought. The covenants,
agreements, terms, provisions and conditions contained in this Assignment shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
3. Indemnity. Assignee does hereby agree to indemnify and save Assignor
harmless of
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and from all loss, cost, liability, damage and expense, including without
limitation reasonable counsel fees, arising from or connected with (a) its
failure or refusal to carry out any covenants and obligations hereunder and/or
under the Lease for which it is assuming, or (b) any claims made by Landlord or
with respect to the Premises. This indemnity shall be effective without regard
to Landlord's consent to the assignment.
4. Governing Law. This Assignment and its interpretation and enforcement
shall be governed by the laws of the State of New York.
5. Counterparts. This Assignment may be executed in counterparts, each of
which shall be deemed an original, and all of which when taken together shall
constitute one and the same instrument.
6. Consent. This Assignment (but not the Indemnity herein) is expressly
subject to the consent of the Landlord under the Lease. Assignor and Assignee
shall use their best efforts to comply with the requirements of the Lease for
assignment and facilitate obtaining Landlord consent. Assignor and Assignee each
agree to provide Landlord with whatever is required by the Lease for consent.
Best efforts shall include suit, if necessary, however, Assignor shall have no
liability to Assignee in the event the consent is withheld nor shall Assignor be
obligated to pay any compensation, whether or not Landlord may properly charge
same as a condition to secure such consent.
7. Assignee undertakes to secure a substitute Letter of Credit for the
Landlord's benefit in place and instead of any Letter of Credit provided by
Assignor.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the day and year first above written.
ASSIGNOR:
MANCHESTER TECHNOLOGIES, INC.
By:
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Name: Xxxx Xxxxxxx
Title:
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e TRACK SOLUTIONS, INC.
By:
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Name: Xxxx Xxxxxxx
Title:
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ASSIGNEE:
EPLUS TECHNOLOGY, INC.
By:
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Name: Xxxx Xxxxxxxxx, Senior Vice President
Title:
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Consented and Agreed to by:
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