CONSENT
Exhibit 10.80
This Consent (“Consent”) is made as of the date set forth on the signature page hereto, by
SUMO HOLDINGS IRVINE, LLC, a California limited liability company (“Lessor”) for the benefit of
OCB, LLC, a California limited liability company (as “OCB”), and AMERICAN REPROGRAPHICS COMPANY,
L.L.C., a California limited liability company (“ARC”).
Recitals
This Consent is made with reference to the following facts:
A. Lessor and OCB entered into that certain Assignment of Lease and Consent dated April 28,
2009 in connection with the Office Lease dated April 1, 1999, as amended (said lease, together with
the Amendment to Lease dated August 2, 2005, Second Amendment to Lease dated April 28, 2009, is
herein referred to as the “Lease”), pursuant to which OCB has leased those certain premises located
at 00000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx (the “Premises”).
B. Effective January 1, 2010, OCB will merge with and into ARC, with ARC as the surviving
entity, whereby ARC will succeed to all of the assets and liabilities, including the Lease (the
“Transaction”).
X. Xxxxxx consents to the assignment in connection with the Transaction on the terms and
conditions set forth below.
Now, therefore, Lessor hereby certifies and consents as follows:
1. Reliance. In the event that the Transaction is not consummated, this Consent shall be null
and void ad initio. Lessor is providing this Consent, and the information contained herein, with
the understanding and acknowledgement that OCB and ARC will rely on the information and
certifications provided by Lessor herein with their agreement to consummate the Transaction and
that both OCB and ARC are beneficiaries of this Consent.
2. Lessor’s Consent. Lessor hereby consents to the assignment in connection with the
Transaction without waiver of the restrictions, if any, under the Lease, concerning any further
assignment, and Lessor hereby agrees to accept, on or after the effective date of the Transaction,
the performance of ARC of all obligations of OCB under the Lease as though ARC was the original
named lessee under the Lease.
3. Primary Liability under Lease. Following the effective date of the Transaction, OCB shall
be and continue to remain primarily liable for the payment of any and all rental amounts payable
under ht Lease and the full and prompt performance of all of the obligations of lessee under and as
set forth in the Lease.
4. Notice. Following the Assignment, any notice, demand, request, consent, approval or
communication that any party hereto desires or is required to give to another party or any other
person shall be in writing and shall be served in the manner required under the Lease, to the
following:
| If to ARC: | American Reprographics Company, L.L.C. | |||
| 000 X. Xxxxxxx Xxxxxx, Xxxxx 000 | ||||
| Xxxxxxxx, XX 00000 | ||||
| Attention: Chief Financial Officer | ||||
| With a copy (which shall | ||||
| not constitute notice) to: | American Reprographics Company, L.L.C. | |||
| 0000 X. Xxxxxxxx, Xxx. 000 | ||||
| Xxxxxx Xxxxx, XX 00000 | ||||
| Attention: Legal Department |
The undersigned Lessor has executed this Consent as of the date set forth below.
| LESSOR: | ||||||||
| SUMO Holdings Irvine, LLC a California limited liability company |
||||||||
| By: | /s/ KUMARAKULASINGAM XXXXXXXXXXX | |||||||
| Kumarakulasingam “Suri” Xxxxxxxxxxx | ||||||||
| Its: Member | ||||||||
| Date: | December 11, 2009 | |||||||
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