Exhibit 10.6
LEASE TERMINATION AGREEMENT
This Lease Termination Agreement (the "Agreement") is made by and
between Water Tower II, LLC, a California limited liability company ("Water
Tower II"), as successor in interest to Water Tower Xxxxxxxx, LLC ("Campbell"),
and Netrix Corporation, a Delaware corporation, dba Nx Networks, Inc.
("Netrix"), with reference to the following:
RECITALS
1. Campbell, as landlord, leased to Netrix, as tenant, certain
premises commonly known as 000 Xxxxxxx Xxxx Xxxxx, Xxxxxx 000 and 350, Xxxxxxxx,
Xxxxxxxxxx 00000 (the "Premises") pursuant to that written Lease Agreement,
dated May 18, 2000, (the "Lease").
2. Water Tower II has succeeded to all right, title and interest
of Campbell in and to the Premises;
3. Netrix has encountered financial difficulties and wishes to
terminate the Lease. Water Tower II wants to accommodate Netrix under the
conditions set forth herein;
4. Water Tower II holds a security deposit from Netrix of
$126,287.18 under the Lease;
5. Netrix did not pay rent for the months of April or May 2001, and
on or about April 20, 2001, Water Tower II instituted against Netrix an Unlawful
Detainer Action in Santa Xxxxx County Superior Court, being action number DC01
406102 (the "Action") to regain possession of the Premises and for rent,
damages, attorney's fees and costs.
Therefore, the parties now agree as follows:
TERMS
6. Netrix shall vacate the portion of the Premises to the left of
the reception desk no later than 11:59 p.m. on May 10, 2001 and the remainder of
the Premises no later than 11:59 p.m. on May 11, 2001. Netrix shall leave the
Premises in broom clean condition, free of all of its personal property and
otherwise in the condition required by the Lease; provided that, Netrix shall
leave the conference room in its present condition, including leaving the
conference room table, shall leave the reception area desk in place, shall leave
the T1 line in place and shall leave the blue partitions. Upon vacating, Netrix
shall deliver all keys to South Bay Development, 0000 Xxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000, attention: Xxxxxxx Xxxxxx.
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7. When and only when Netrix vacates the Premises according to the
terms in paragraph 6 above, the Lease shall terminate. Upon termination, Water
Tower II shall retain the Security Deposit as its own and the parties' future
obligations under the Lease shall cease, except for such obligations that under
the Lease survive termination.
8. Within twenty (20) days of termination of the Lease, Water Tower
II shall file a dismissal of the entire Action, with prejudice. Each party shall
bear its own costs and attorney's fees in the Action.
9. If Netrix fails to comply with its obligations under this
agreement, Water Tower II shall retain its right to prosecute the Action.
10. Upon termination of the Lease, Netrix quitclaims all of its
right, title and interest in and to the Premises to Water Tower II.
11. The termination of the Lease shall not excuse either party from
any obligation arising before termination under the Lease, or constitute a
release by either party of the other from any claim, liability or damages under
the Lease arising from a breach of lease prior to the termination; provided that
Netrix's lease payment obligation through May 11, 2001, shall be satisfied by
relinquishing its security deposit.
12. This Agreement may be executed in counterparts, all of which,
taken together shall constitute one (1) executed Agreement, and faxed or
photocopied signatures on this Agreement are acceptable;
13. If either party hereto shall commence an action against the
other party hereto to enforce or interpret this Agreement, the prevailing party
shall be entitled to recover from the unsuccessful party all reasonable
attorneys' fees, including attorneys' fees for appeal, even if no judgment shall
be entered.
14. This Agreement is the final, full and complete expression of the
parties' agreement with respect to its subject matter and supercedes any prior
or contemporary oral discussions and/or representations. In entering into this
Agreement, neither party is relying on any oral representation or agreement not
contained in this written Agreement.
15. This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective representatives, successors and
assigns.
16. Each person executing this Agreement represents and warrants
that he or she has the authority to execute this Agreement on behalf of his or
her respective party.
17. This Agreement has been prepared by the parties and shall not be
construed in favor or against any party because of its drafting.
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18. Xxxxxxx X. Xxxx, Esq. has represented Water Tower II herein and
Xxx Xxxxxxxxxx, Esq. has represented Netrix.
19. The laws of the State of California, without regard to its
conflicts of law rules, shall govern this agreement.
20. Neither party has transferred any interest in and to the Lease
nor any claim, obligation, liability, action or cause of action arising out of
the Lease.
Dated: Water Tower II, LLC, a California limited liability
company
By________________________________________________
Xxxxx X. Xxxx, managing member
Dated: Netrix Corporation, a Delaware corporation, dba Nx
Networks, Inc.
By________________________________________________
[Print Name: ___________________________]
[Print Title: ___________________________]
and
By________________________________________________
[Print Name: ____________________________]
[Print Title: ____________________________]
Approved as to form and content:
Dated: ____________________________________________
Xxxxxxx X. Xxxx, Esq., attorney for Campbell
Dated: ____________________________________________
Xxx Xxxxxxxxxx, Esq., attorney for Netrix
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