Exhibit 10.1
ASSIGNMENT OF LEASE
This assignment made as of and effective from the 1st day of July 1997.
AMONG
DISCREET LOGIC INC., a company duly incorporated under the laws of the
province of Quebec, having its head office and principal place of
business in the City and District of Montreal, herein acting and
represented by Xxxxxxxx Xxxxxxxxx, duly authorized for the purposes
hereof as he so declares;
(Hereinafter referred to as the "Assignor")
AND
TGR ZONE CORPORATION., a company duly incorporated under the laws of
the province of Quebec, having its head office and principal place of
business in the City and District of Montreal, herein acting and
represented by Xxxxxxx Xxxxxx, its Vice-President, duly authorized for
the purposes hereof as he so declares;
(Hereinafter referred to as the "Assignee")
AND
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XXXXXXXX XXXXX, businessman and XXXXX XXXXXXXXX, businesswoman, doing
business under the name of "THE XXXX BUILDING REG.", both resident and
domiciled at 000, xx x'Xxxx Xxxxxx, Xxxxxxxxx, X0X 0X0, hereby
represented by XXXX XXXXX, duly authorised to act as their
representative and to sign the present document by power of attorney
dated August 6, 1998, copy of which is joined to the presents.
(Hereinafter collectively referred to as the "Landlord")
WHEREAS by an offer to lease dated April 24, 1995 and a lease signed
accordingly on the 24th of February 1998, the Landlord leased to the
Assignor certain premises situated on the fifth floor of the 0000 Xxxxx-
Xxxxxxx Xxxxxxxxx in Montreal, containing a net leasable area of Forty Two
Thousand Eight Hundred Twenty Nine square feet (42,829 sq.ft.), and
measuring Forty Four Thousand Eight Hundred and Fifty Nine square feet
(44,859 sq.ft.) of gross leasable area, for a period of eight (8) years
commencing February 1, 1995 and terminating January 31, 2003;
WHEREAS by a covenant in paragraph 5 of the lease signed between the
Landlord and the Assignor, the Assignor shall not assign or sublet the
premises without the written consent of the Landlord, which consent shall
not be unreasonably withheld;
WHEREAS the Assignor has applied to the Landlord for consent to assign the
Lease to TGR ZONE CORPORATION;
WHEREAS the Landlord has agreed to grant his consent to such assignment
subject to the terms and conditions set here after;
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NOW THEREFORE:
1 DEFINITIONS
When used in this Assignment or in any schedule attached to this
Assignment, the following words or expressions have the meaning
hereinafter set forth :
1.1 "Assignee" is TGR ZONE CORPORATION., a company duly
incorporated under the laws of the province of Quebec, having its
head office and principal place of business in the City and District
of Montreal;
1.2 "Assignor" is DISCREET LOGIC INC., a company duly
incorporated under the laws of the province of Quebec, having its
head office and principal place of business in the City and District
of Montreal, which is referred to as the "Tenant" in the Lease;
1.3 "Effective Date" means the 1st of July, 1997;
1.4 "Landlord" is XXXXXXXX XXXXX, businessman and XXXXX
XXXXXXXXX, businesswoman, doing business under the name of "THE XXXX
BUILDING REG.";
1.5 "Lease" means the offer to lease and the lease referred to
in the preamble hereof, any written modification or amendment
thereto, and any schedule annexed thereto, said documents being
joined to the presents as Annex "A";
1.6 "Premises" means those certain premises situated on the
fifth floor of the 0000 Xxxxx-Xxxxxxx Xxxxxxxxx in Montreal,
containing a gross leasable area of approximately Forty-Four
Thousand Eight Hundred Fifty-Nine square feet (44,859 sq.ft.);
1.7 "Rent" means the rental determined in the Lease including any
increment provided for and all additional rent or sums payable to
the Landlord under any clause of the Lease;
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1.8 "Term" means the remaining duration as of and from the
Effective Date, of the Lease which began on the 1st day of February,
1995 and shall expire on the 31st day of January, 2003.
1 CONSIDERATION
In consideration of one dollar ($1.00) paid by the Assignee to the
Assignor, the receipt of which is hereby acknowledged, the Assignor as
beneficial owner hereby assigns to the Assignee the Assignor's interest in
the Premises as of and from the Effective Date, together with the unexpired
residue of the term of the Lease and all benefits to be derived from it
subject to the payment of the Rent and the observance and performance of
the covenants and conditions on the part of the tenant contained in the
Lease.
1 ASSIGNOR'S COVENANT
The Assignor covenants and agrees with the Assignee that:
1.1 The Lease is a valid and subsiding lease, that the rent
reserved thereby has been duly paid to the 30th day of June 1997,
that the covenants and conditions thereof on the part of the
Assignor have been duly observed and performed up to the Effective
Date, that subject to the payment of the Rent and the observance and
performance of the covenants and conditions of the Lease the
Assignee may enjoy the Premises for the residue of the terms of
years without interruption by the Assignor or any person claiming
through him and that the Assignor shall at all times hereafter at
the request and cost of the Assignee execute such further assurances
in respect of this assignment as the Assignee may reasonably
require.
1.2 The Assignee will have the right to use the office
furniture left by the Assignor on the Premises further listed in
Annex "B", the property of which is hereby transferred in full
ownership to the Assignee.
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1 ASSIGNEE'S COVENANT
1.1 The Assignee covenants with the Assignor that:
1.1.1 It will at all times during the Term pay the Rent and
observe and perform the covenants and conditions specified in
the Lease on the part of the tenant therein.
1.1.2 It will indemnify and save harmless the Assignor from
all actions, suits, costs, losses, charges, demands and
expenses for and in respect of any non-payment, non-
observance and non-performance of any covenant and condition
of the Lease.
1.1.3 It acknowledges that the Lease is not renewable and
that should the Assignee obtain a new lease with the Landlord
or its heirs, successors, administrators and assigns, the
Assignor will be released of any obligation, covenant and
condition of the Lease, and it will indemnify and save the
Assignor harmless from all actions, suits, costs, charges,
demands and expenses in respect of such new lease.
1.2 The Assignee covenants with the Landlord that:
1.2.1 It will at all times during the Term pay the Rent and
observe and perform the covenants and conditions specified in
the Lease on the part of the tenant therein, to be observed
and performed as and when the same are required to be
observed and performed.
1.2.2 It acknowledges that the Landlord shall be entitled to
all remedies in respect of non-payment of Rent and breaches
of covenants and conditions as if the Assignee were the
tenant named in the Lease.
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1.2.3 It will indemnify and save harmless the Landlord from
all actions, suits, costs, losses, charges, demands and
expenses for and in respect of any non-payment, non-
observance and non- performance of any covenant and condition
of the Lease.
The Assignee acknowledges that it is familiar with the
terms, covenants and conditions of the Lease and all terms and
conditions shall apply.
1 LANDLORD'S CONSENT
The Landlord consents to this assignment of the Lease from the
Assignor to the Assignee as of and from the Effective Date, upon and
subject to the following terms and conditions:
1.1 This consent does not in any way derogate from the rights
of the Landlord under the Lease nor operate to release the Assignor
from its obligations to pay all of the Rent and from the observance
and performance of all the terms, covenants and conditions contained
in the Lease on the part of the Assignor and notwithstanding the
within assignment, the Assignor shall continue to remain liable
solidarily with the Assignee, for all of such covenants and
conditions during the balance of the Term.
1.2 This consent does not constitute a waiver of the necessity
for consent to any further assignment of subleasing of the Lease
which must be completed in accordance with the terms of the Lease.
1.3 By giving its consent pursuant to this agreement, the
Landlord acknowledges and approves the terms of this assignment as
between the Assignor and the Assignee, including, without
limitation, the provisions of section 4.1.3 hereby.
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1.4 Concurrently with the giving of any notice by the Landlord
to the Assignor under the Lease, the Landlord shall give a copy of
any notice to the Assignee at:
TGR Zone Corporation
000, xx xx Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx, Xx
X0X 0X0
AS/The President
Any notice to the Assignor will be hereafter given at the
following address :
Discreet Logic inc.
00, xxx Xxxx
Xxxxxxxx, Xx
X0X 0X0
AS/Executive Vice President & CFO
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Any notice to the Landlord will be hereafter given at the
following address :
The Xxxx Building Reg'd
TOWER BUILDING MANAGEMENT
000, xxxx. Xxxxxx, xxxxx 000
Xxxxx Xxxxx-Xxxxxxx, XX
X0X 0X0
1 RE-ENTRY BY ASSIGNOR
1.1 If the Assignee defaults in its obligations under this
agreement to pay the Rent and to observe and to perform the terms,
covenants and conditions of the Lease, then in addition to any other
remedies it may have, the Assignor, at his option, may give to the
Assignee or to the receiver, trustee or liquidator appointed to the
Assignee's property, a written notice of its intention to terminate
this assignment and if the Assignee is then in default, the term of
this assignment shall expire at noon upon the 30th day following the
date upon which such notice is given, as fully and completely as if
that day were the date fixed for the expiration of this assignment
without the necessity of any notice of default, "mise en demeure" or
legal process whatsoever.
The Assignee shall upon such a termination quit and
surrender the Premises to the Assignor, and the Assignor, its agents
and servants may immediately or at any time thereafter, re-enter the
Premises and dispossess the Assignee by any suitable action in law
or proceeding at law, without being liable to damages thereof.
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1.1 The termination of the assignment and the re-entry by the
Assignor will, without further formality, be deemed to constitute a
reassignment from the Assignee to the Assignor of the Premises and
all appurtenances and privileges belonging to it, together with the
unexpired residue of the Term, the Lease and all benefits and
advantages to be derived therefrom.
1.2 Notwithstanding the termination of the assignment, the
re-entry and the reassignment from the Assignee to the Assignor, the
covenants of the Assignee in section 4.1 shall continue in full
force and effect and the obligations of the Assignee shall remain in
full force and effect.
1.3 The Landlord hereby consents to the re-entry and
reassignment as described hereby.
1.4 If the Assignor re-enters the Premises he may occupy the
said Premises for its own account or may, subject to the Landlord's
approval as required by the Lease, which consent shall not be
unreasonably withheld, further transfer the Lease or any part
thereof for such term and at such rental and upon such other terms
and conditions as the Assignor in its reasonable discretion
considers advisable.
1 PAYMENT BY ASSIGNOR
Without prejudice to the rights of the Assignor under the presents, the
Assignor may, in case of a default of the Assignee to pay the Rent,
elect by giving a five days written notice to the Assignee, to pay the
unhonoured Rent to the Landlord and offset the payment of the Rent
against the rent payable by the Assignor to the Assignee according to a
lease signed between the Assignor as tenant and the Assignee as
landlord for certain premises located at 00 Xxxx Xxxxxx, in Montreal.
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1 CONFIRMATION
The parties hereto do in all other respect hereby confirm that the
Lease is in full force and effect, unchanged and unmodified except in
accordance with this agreement.
1 LANGUAGE
The parties hereto have requested that this agreement be drawn up in
the English language. Les parties aux presentes reconnaissent avoir
demande que la presente entente soit redigee en anglais.
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1 BINDING EFFECT
All covenants hereby contained shall be deemed to benefit to and to be
binding upon the Landlord, the Assignor and the Assignee and each of
their heirs, executors and permitted successors and permitted assigns
respectively.
IN WITNESS WHEREOF the parties hereto have duly executed this agreement as of
September 30, 1998.
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/s/ Xxxxxxxx Xxxxxxxxx
----------------------
Discreet Logic inc. (The Assignor)
/s/ Xxxxxxx Xxxxxx
------------------
TGR Zone Corporation (The Assignee)
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
acting in behalf of and representing
THE XXXX BUILDING REG.
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