Common use of Assignment of Tenant's Interest Clause in Contracts

Assignment of Tenant's Interest. Notwithstanding anything to the contrary contained in the Lease Agreement, Landlord hereby understands that based on Quantum’s notice to Landlord, Landlord hereby acknowledges that the following transactions have occurred: A. Quantum has operated its business at the Premises through two separate business groups: Quantum HDD, tracked by Quantum HDD common stock, and Quantum DSS, tracked by Quantum DSS common stock. B. On or about, October 3, 2000, Quantum and Maxtor entered into that certain an Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of October 3, 2000 (the “Merger Agreement”), wherein they agreed that: (i) Quantum will separate its Quantum HDD business from its Quantum DSS and transfer the assets of Quantum HDD to a newly-formed subsidiary, Insula Corporation, a Delaware corporation (“Insula”), in exchange for all of Insula’s common stock and Insula’s agreement to be entirely responsible for all of the Quantum HDD obligations and liabilities. (ii) Immediately after such separation, each currently outstanding share of Quantum HDD common stock will be redeemed in return for a share of Insula common stock, such that the holders of Quantum HDD common stock shall own all of the common stock of Insula. (iii) Immediately after said redemption, Insula will merge into Maxtor and each share of the Insula’s common stock will be converted into the right to receive approximately 1.52 shares of Maxtor common stock, subject to possible adjustment as described in the Merger Agreement. C. As part of the legal separation of the Quantum HDD business from the Quantum DSS business, all of the right title and interest of Quantum in the Lease will be assigned by Quantum to Insula and Insula will assume and agree to be liable for all of the obligations of Quantum, as Tenant, under the Lease. As a result of said merger transaction, as of April 2, 2001, the effective date of the merger, Maxtor will become the Tenant under the Lease Agreement, and Maxtor shall assume all obligations of Tenant under the Lease Agreement dated April 10, 1992, as amended. Landlord hereby consents to the foregoing transactions (“Landlord’s Consent”). Except as expressly set forth below, Landlord’s Consent shall in no way void or alter any of the terms of the Lease Agreement by and between Landlord and Tenant, nor shall Landlord’s Consent alter or diminish in any way Tenant’s obligations to Landlord. Landlord has not reviewed the terms of any agreement between Quantum, Insula and/or Maxtor, and Landlord shall not be bound by any agreement other than the terms of the Lease Agreement between Landlord and Tenant. Landlord does not make any warranties or representations as to the condition of the Leased Premises or the terms of the Lease Agreement between Landlord and Quantum. Landlord’s consent to the assignment shall in no way obligate Landlord to any further consents or agreements between Quantum and/or Assignee. So long as Quantum continues to exist as a Delaware corporation, it is agreed that both Quantum and Maxtor will be jointly and severally liable for all the terms and conditions of the Lease and all Amendments thereto; provided, however, that so long as Quantum remains liable for said Lease, no material amendment to the Lease Agreement after the date hereof shall be binding upon Quantum without the prior written consent of Quantum, which consent shall not be unreasonably withheld, and Quantum’s approval shall not be required on transactions related to Landlord’s Waivers, Landlord’s Consents to Sublease and/or Landlord’s Consents to Alterations. The foregoing, however, shall not prevent Tenant and Landlord from entering into any such modification or amendment between themselves. It is further understood that the Security Deposit of Quantum is being transferred to Maxtor.

Assignment of Tenant's Interest. Notwithstanding anything to the contrary contained in the Lease Agreement, Landlord hereby understands that based on Quantum’s notice to Landlord, Landlord hereby acknowledges that the following transactions have occurred: A. Quantum has operated its business at the Premises through two separate business groups: Quantum HDD, tracked by Quantum HDD common stock, and Quantum DSS, tracked by Quantum DSS common stock. B. On or about, October 3, 2000, Quantum and Maxtor entered into that certain an Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of October 3, 2000 (the “Merger Agreement”’), wherein they agreed that: (i) Quantum will separate its Quantum HDD business from its Quantum DSS and transfer the assets of Quantum HDD to a newly-formed subsidiary, Insula Corporation, a Delaware corporation (“Insula”), in exchange for all of Insula’s common stock and Insula’s agreement to be entirely responsible for all of the Quantum HDD obligations and liabilities. (ii) Immediately after such separation, each currently outstanding share of Quantum HDD common stock will be redeemed in return for a share of Insula common stock, such that the holders of Quantum HDD common stock shall own all of the common stock of Insula. (iii) Immediately after said redemption, Insula will merge into Maxtor and each share of the Insula’s common stock will be converted into the right to receive approximately 1.52 shares of Maxtor common stock, subject to possible adjustment as described in the Merger Agreement. C. As part of the legal separation of the Quantum HDD business from the Quantum DSS business, all of the right title and interest of Quantum in the Lease will be assigned by Quantum to Insula and Insula will assume and agree to be liable for all of the obligations of Quantum, as Tenant, under the Lease. As a result of said merger transaction, as of April 2, 2001, the effective date of the merger, Maxtor will become the Tenant under the Lease Agreement, and Maxtor shall assume all obligations of Tenant under the Lease Agreement dated April 10September 17, 19921990, as amended. Landlord hereby consents to the foregoing transactions (“Landlord’s Consent”). Except as expressly set forth below, Landlord’s Consent shall in no way void or alter any of the terms of the Lease Agreement by and between Landlord and Tenant, nor shall Landlord’s Consent alter or diminish in any way Tenant’s obligations to Landlord. Landlord has not reviewed the terms of any agreement between Quantum, Insula and/or Maxtor, and Landlord shall not be bound by any agreement other than the terms of the Lease Agreement between Landlord and Tenant. Landlord does not make any warranties or representations as to the condition of the Leased Premises or the terms of the Lease Agreement between Landlord and Quantum. Landlord’s consent to the assignment shall in no way obligate Landlord to any further consents or agreements between Quantum and/or Assignee. So long as Quantum continues to exist as a Delaware corporation, it is agreed that both Quantum and Maxtor will be jointly and severally liable for all the terms and conditions of the Lease and all Amendments thereto; provided, however, that so long as Quantum remains liable for said Lease, no material amendment to the Lease Agreement after the date hereof shall be binding upon Quantum without the prior written consent of Quantum, which consent shall not be unreasonably withheld, and Quantum’s approval shall not be required on transactions related to Landlord’s Waivers, Landlord’s Consents to Sublease and/or Landlord’s Consents to Alterations. The foregoing, however, shall not prevent Tenant and Landlord from entering into any such modification or amendment between themselves. It is further understood that the Security Deposit of Quantum is being transferred to Maxtor.

Assignment of Tenant's Interest. Notwithstanding anything to the contrary contained in the Lease Agreement, Landlord hereby understands that based on Quantum’s notice to Landlord, Landlord hereby acknowledges that the following transactions have occurred: A. Quantum has operated its business at the Premises through two separate business groups: Quantum HDD, tracked by Quantum HDD common stock, and Quantum DSS, tracked by Quantum DSS common stock. B. On or about, October 3, 2000, Quantum and Maxtor entered into that certain an Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of October 3, 2000 (the “Merger Agreement”), wherein they agreed that: (i) Quantum will separate its Quantum HDD business from its Quantum DSS and transfer the assets of Quantum HDD to a newly-formed subsidiary, Insula Corporation, a Delaware corporation (“Insula”), in exchange for all of Insula’s common stock and Insula’s agreement to be entirely responsible for all of the Quantum HDD obligations and liabilities. (ii) Immediately after such separation, each currently outstanding share of Quantum HDD common stock will be redeemed in return for a share of Insula common stock, such that the holders of Quantum HDD common stock shall own all of the common stock of Insula. (iii) Immediately after said redemption, Insula will merge into Maxtor and each share of the Insula’s common stock will be converted into the right to receive approximately 1.52 shares of Maxtor common stock, subject to possible adjustment as described in the Merger Agreement. C. As part of the legal separation of the Quantum HDD business from the Quantum DSS business, all of the right title and interest of Quantum in the Lease will be assigned by Quantum to Insula and Insula will assume and agree to be liable for all of the obligations of Quantum, as Tenant, under the Lease. . D. Because the actual physical separation of the Quantum HDD business from the Quantum DSS business cannot be completed prior to the closing of the foregoing transactions described above, Insula has agreed to provide to Quantum with a limited license for the use of the premises subject to the Leases, identified as “License Back” Leases in attached Exhibit A for a period of time not exceeding the number of months specified in attached Exhibit A. As a result of said merger transaction, as of April 2, 2001, the effective date of the merger, Maxtor will become the Tenant under the Lease Agreement, and Maxtor shall assume all obligations of Tenant under the Lease Agreement dated April 10October 31, 19921989, as amended. Landlord hereby consents to the foregoing transactions (“Landlord’s Consent”). Except as expressly set forth below, Landlord’s Consent shall in no way void or alter any of the terms of the Lease Agreement by and between Landlord and Tenant, nor shall Landlord’s Consent alter or diminish in any way Tenant’s obligations to Landlord. Landlord has not reviewed the terms of any agreement between Quantum, Insula and/or Maxtor, and Landlord shall not be bound by any agreement other than the terms of the Lease Agreement between Landlord and Tenant. Landlord does not make any warranties or representations as to the condition of the Leased Premises or the terms of the Lease Agreement between Landlord and Quantum. Landlord’s consent to the assignment shall in no way obligate Landlord to any further consents or agreements between Quantum and/or Assignee. So long as Quantum continues to exist as a Delaware corporation, it is agreed that both Quantum and Maxtor will be jointly and severally liable for all the terms and conditions of the Lease and all Amendments thereto; provided, however, that so long as Quantum remains liable for said Lease, no material amendment to the Lease Agreement after the date hereof shall be binding upon Quantum without the prior written consent of Quantum, which consent shall not be unreasonably withheld, and Quantum’s approval shall not be required on transactions related to Landlord’s Waivers, Landlord’s Consents to Sublease and/or Landlord’s Consents to Alterations. The foregoing, however, shall not prevent Tenant and Landlord from entering into any such modification or amendment between themselves. It is further understood that the Security Deposit of Quantum is being transferred to Maxtor.

Assignment of Tenant's Interest. Notwithstanding anything to the contrary contained in the Lease Agreement, Landlord hereby understands that based on Quantum’s notice to Landlord, Landlord hereby acknowledges that the following transactions have occurred: A. Quantum has operated its business at the Premises through two separate business groups: Quantum HDD, tracked by Quantum HDD common stock, and Quantum DSS, tracked by Quantum DSS common stock. B. On or about, October 3, 2000, Quantum and Maxtor entered into that certain an Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of October 3, 2000 (the “Merger Agreement”), wherein they agreed that: (i) Quantum will separate its Quantum HDD business from its Quantum DSS and transfer the assets of Quantum HDD to a newly-formed subsidiary, Insula Corporation, a Delaware corporation (“Insula”), in exchange for all of Insula’s common stock and Insula’s agreement to be entirely responsible for all of the Quantum HDD obligations and liabilities. (ii) Immediately after such separation, each currently outstanding share of Quantum HDD common stock will be redeemed in return for a share of Insula common stock, such that the holders of Quantum HDD common stock shall own all of the common stock of Insula. (iii) Immediately after said redemption, Insula will merge into Maxtor and each share of the Insula’s common stock will be converted into the right to receive approximately 1.52 shares of Maxtor common stock, subject to possible adjustment as described in the Merger Agreement. C. As part of the legal separation of the Quantum HDD business from the Quantum DSS business, all of the right title and interest of Quantum in the Lease will be assigned by Quantum to Insula and Insula will assume and agree to be liable for all of the obligations of Quantum, as Tenant, under the Lease. As a result of said merger transaction, as of April 2, 2001, the effective date of the merger, Maxtor will become the Tenant under the Lease Agreement, and Maxtor shall assume all obligations of Tenant under the Lease Agreement dated April 10October 31, 19921989, as amended. Landlord hereby consents to the foregoing transactions (“Landlord’s Consent”). Except as expressly set forth below, Landlord’s Consent shall in no way void or alter any of the terms of the Lease Agreement by and between Landlord and Tenant, nor shall Landlord’s Consent alter or diminish in any way Tenant’s obligations to Landlord. Landlord has not reviewed the terms of any agreement between Quantum, Insula and/or Maxtor, and Landlord shall not be bound by any agreement other than the terms of the Lease Agreement between Landlord and Tenant. Landlord does not make any warranties or representations as to the condition of the Leased Premises or the terms of the Lease Agreement between Landlord and Quantum. Landlord’s consent to the assignment shall in no way obligate Landlord to any further consents or agreements between Quantum and/or Assignee. So long as Quantum continues to exist as a Delaware corporation, it is agreed that both Quantum and Maxtor will be jointly and severally liable for all the terms and conditions of the Lease and all Amendments thereto; provided, however, that so long as Quantum remains liable for said Lease, no material amendment to the Lease Agreement after the date hereof shall be binding upon Quantum without the prior written consent of Quantum, which consent shall not be unreasonably withheld, and Quantum’s approval shall not be required on transactions related to Landlord’s Waivers, Landlord’s Consents to Sublease and/or Landlord’s Consents to Alterations. The foregoing, however, shall not prevent Tenant and Landlord from entering into any such modification or amendment between themselves. It is further understood that the Security Deposit of Quantum is being transferred to Maxtor.