Exhibit 10.15
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ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is entered
into as of November 21, 2000 by and among Ampex Corporation, a Delaware
corporation ("Assignor"), and its wholly-owned subsidiary Ampex Data Systems
Corporation, a Delaware corporation ("Assignee").
RECITALS
--------
X. Xxxxxx/Campus Associates L.P., a Delaware limited partnership
("Original Landlord"), predecessor-in-interest to Xxxxxx/Campus Associates No.
4, L.P., a Delaware limited partnership ("Landlord"), as landlord, and Assignor,
as tenant, entered into that certain Lease (Single-Tenant Buildings on Multi-
Building Project) dated January 19, 1996 (the "Original Lease"), as modified by
(i) that certain First Amendment to Lease between Original Landlord and Assignor
dated December 20, 1996 (the "First Amendment"), (ii) that certain Amendment to
Bay Road Lease and Xxxxxxx/Broadway Lease between Landlord and Assignor dated
June 22, 1998 (the "Bay Road Lease and Xxxxxxx/Broadway Lease Amendment"), (iii)
that certain Third Amendment to Lease between Landlord and Assignor dated
September 10, 1998 (the "Third Amendment") and (iv) that certain Fourth
Amendment to Lease between Landlord and Assignor dated November 19, 1999 (the
"Fourth Amendment") (the Original Lease, the First Amendment, the Bay Road Lease
and Xxxxxxx/Broadway Lease Amendment, the Third Amendment and the Fourth
Amendment are referred to collectively as the "Lease"), for premises, which, as
of the date of the Original Lease, were located at 0000 Xxxxxxx Xxxxxx, 0000
Xxxxxxx Xxxxxx and 000 Xxxxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx, and, which as of the
date of the Original Lease, consisted of approximately one hundred thirty-two
thousand one hundred fifty (132,150) square feet (the "Premises").
B. Pursuant to the Third Amendment, Landlord and Assignor modified and
amended the terms of the Lease to provide, among other items, for the surrender
of that certain portion of the Premises located at 0000 Xxxxxxx Xxxxxx
consisting of approximately thirty-five thousand five hundred twelve (32,512)
square feet and reducing the Premises to approximately ninety-nine thousand six
hundred thirty-eight (99,638) square feet.
C. Pursuant to the Fourth Amendment and that certain Second Partial
Termination of Lease Agreement entered into as of November 19, 1999 between
Landlord and Assignor, Landlord and Assignor modified and amended the terms of
the
Lease to provide, among other items, for the surrender of that certain portion
of the Premises located at 000 Xxxxxxxx consisting of approximately sixty-seven
thousand six hundred thirty-eight (67,638) square feet and reducing the Premises
to approximately thirty-two thousand (32,000) square feet in that certain
building located at 0000 Xxxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx.
D. All words in this Assignment commencing with initial capital letters
that are not defined herein shall have the same meaning as set forth in the
Lease.
E. Assignor now desires to assign to Assignee, and Assignee now desires
to assume from Assignor, all of Assignor's rights and obligations under the
Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignee and Assignor hereby agree
as follows:
1. Assignment and Assumption. As of the Effective Date (defined
-------------------------
below), Assignor hereby assigns to Assignee all of Assignor's right, title and
interest to the Lease. In consideration of the assignment of the Lease,
Assignee hereby assumes effective as of the Effective Date, all obligations of
Assignor as Tenant under the Lease and covenants and agrees to be bound by and
to perform all of the terms, obligations, conditions and covenants to be
performed by Tenant thereunder including, without limitation, the obligation to
pay Monthly Rent and any and all Additional Rent, as set forth in the Lease.
2. Indemnification by Assignee. Assignee agrees to protect, defend,
---------------------------
indemnify and hold harmless Assignor, its legal representatives, successors and
assigns for, from and against any and all losses, damages, expenses, fees
(including without limitation attorneys' fees), court costs, suits, judgments,
liabilities, claims and demands whatsoever in law or in equity, whether known or
unknown, whether heretofore now existing or hereafter arising, whether
liquidated or unliquidated, incurred or suffered by Assignor, its legal
representatives, successors and assigns or any of them arising out of or in
connection with the Lease or the Premises by reason of any alleged obligation or
undertaking of Assignee as Tenant under the Lease, as to events occurring from
and after the Effective Date.
3. Effective Date. This Assignment shall become effective upon the
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date of full execution hereof, which date is agreed to be as of the date written
below (the "Effective Date").
Page 2 of 5
4. Security Deposit. Assignor and Assignee acknowledge that pursuant
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to Article 7 of the Lease, Assignor has provided a letter of credit to Landlord
as the Security Deposit for the full and faithful performance of every
obligation to be performed by Tenant under the Lease. Assignee covenants and
agrees that within five (5) business days of written notice by Assignor,
Assignee shall cause the Security Deposit to be replaced by either posting an
irrevocable standby letter of credit or depositing cash with Landlord in an
amount equal to the Security Deposit then required under the Lease in accordance
with and as satisfaction of the provisions of Article 7 of the Lease.
5. Premises "As-Is". Assignee hereby accepts the Premises in its
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existing "As-Is" condition, with all faults, and Assignor shall have no
obligation to make any improvements to the Premises. Notwithstanding anything
to the contrary, Assignee acknowledges that Assignor shall have no obligation to
improve the Premises or for any work, improvements, alterations or actions which
may be required to comply with any federal, state or local statutes, laws,
ordinances, rules, regulations, or orders now or hereafter in effect with
respect to the Premises or the use thereof, including without limitation the
Americans with Disabilities Act, or for any preparation or remodeling of the
Premises including, without limitation, any tenant improvements, for Assignee's
use.
6. Amendment of Lease. The provisions of the Lease may not be
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modified or amended or changed by agreement between Landlord and Assignee at any
time, or by course of conduct, without notice to and the consent of Assignor,
including, without limitation, any extension of the Term pursuant to the Lease
and any expansion of the Premises.
7. Attorneys' Fees. In the event that any party hereto shall
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institute any action or proceeding against the other relating to the provisions
of this Assignment or the Lease or any default thereunder, the party not
prevailing in such actions or proceeding shall reimburse all fees, costs and
expenses incurred in connection with such action or proceedings including,
without limitation, any post-judgment fees, costs or expenses incurred on any
appeal or in collection of any judgment.
8. Effect of Assignment of Lease. Except to the extent the Lease is
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modified by this Assignment, the terms and provisions of the Lease shall remain
unmodified and in full force and effect.
Page 3 of 5
9. Enforcement by Landlord. Landlord is a third-party beneficiary of
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this Assignment. As such, the provisions of this Assignment inure to the
benefit of, and are enforceable by, Landlord.
10. Entire Agreement: No Modifications. This Assignment embodies the
----------------------------------
entire understanding between Assignor and Assignee with respect to the subject
matter herein. Any prior correspondence, memoranda, understandings, offers,
negotiations and agreements, oral or written, are replaced in total by this
Assignment. This Assignment may not be modified or amended except in writing,
signed by the parties hereto.
11. Successors and Assigns. This Assignment shall inure to the
----------------------
benefit of and be binding upon the parties to this Assignment and their
respective successors and assigns.
12. Construction. The parties acknowledge that each party and its
------------
counsel, if any, have reviewed and approved this Assignment and that no rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall be employed in the interpretation of this Assignment or any
amendments or exhibits to it or any document executed and delivered by either
party in connection with this Assignment. All captions in this Assignment are
for reference only and shall not be used in the interpretation of this
Assignment or any related document. Whenever required by the context of this
Assignment, the singular shall include the plural, the masculine shall include
the feminine, and vice versa. If any provision of this Assignment shall be
determined to be illegal or unenforceable, such determination shall not affect
any other provision of this Assignment and all such provisions shall remain in
full force and effect.
13. Applicable Law. This Agreement shall be governed by and
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construed in accordance with the laws of California.
14. Counterparts. If this Assignment is executed in counterparts,
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each counterpart shall be deemed an original which together shall constitute the
same document.
Page 4 of 5
IN WITNESS WHEREOF, the undersigned have executed this Assignment as
of the date first above written.
ASSIGNOR:
AMPEX CORPORATION,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Its: Vice President, General Counsel and Secretary
ASSIGNEE:
AMPEX DATA SYSTEMS CORPORATION,
a Delaware corporation
By: /s/ K. Xxxxxxx Xxxxxx
---------------------
Name: K. Xxxxxxx Xxxxxx
Its: President
Page 5 of 5
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is entered
into as of November 21, 2000 by and among Ampex Corporation, a Delaware
corporation ("Assignor") and its wholly-owned subsidiary Ampex Data Systems
Corporation, a Delaware corporation ("Assignee").
RECITALS
--------
X. Xxxxxx/Campus Associates, L.P., a Delaware limited partnership
("Original Landlord"), predecessor-in-interest to Xxxxxx/Campus Associates No. 6
L.P., a Delaware limited partnership ("Landlord"), as landlord, and Assignor, as
tenant, entered into that certain Lease (Single-Tenant Buildings on Multi-
Building Project) dated January 19, 1996 (the "Original Lease"), as modified by
that certain First Amendment to Lease between Original Landlord and Assignor
dated September 10, 1998 (the "Amendment") (collectively, the "Lease"), for
premises located at 000 Xxxxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx (the "Building") and,
which as of the date of the Original Lease, consisted of approximately sixty
thousand (60,000) square feet (the "Premises").
B. Pursuant to the Amendment, Landlord and Assignor modified and amended
the terms of the Lease to provide for, among other items, the surrender of the
exclusive use of that certain portion of the Premises designated as the Outside
Area (as defined in Section 3(H) of the Original Lease) consisting of
approximately two hundred forty (240) square feet and reducing the Premises to
fifty-nine thousand seven hundred sixty (59,760) square feet.
C. Assignor, as sublessor, and Fogdog, Inc., a California corporation, as
sublessee ("Fogdog"), entered into that certain Sublease dated July 14, 1999
("Sublease"), which is subject and subordinate to the Lease and pursuant to
which Assignor subleased to Fogdog approximately thirty-one thousand nine
hundred eighty-seven (31,987) square feet located on the second floor of the
Building, together with the Building Common Areas (as defined in Section 1.2 of
the Sublease), and Parking (as defined in Section 17 of the Sublease), on the
terms and conditions set forth therein. Pursuant to that certain Consent to
Sublease dated as of July 14, 1999 between Landlord, Assignor and Fogdog,
Landlord consented to the Sublease and the transaction contemplated therein.
D. All words in this Assignment commencing with initial capital letters
that are not defined herein shall have the same meaning as set forth in the
Lease.
E. Assignor now desires to assign to Assignee, and Assignee now desires
to assume from Assignor, all of Assignor's rights and obligations under the
Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignee and Assignor hereby agree
as follows:
1. Assignment and Assumption. As of the Effective Date (defined
-------------------------
below), Assignor hereby assigns to Assignee all of Assignor's right, title and
interest to the Lease. In consideration of the assignment of the Lease, Assignee
hereby assumes effective as of the Effective Date, all obligations of Assignor
as Tenant under the Lease and covenants and agrees to be bound by and to perform
all of the terms, obligations, conditions and covenants to be performed by
Tenant thereunder including, without limitation, the obligation to pay Monthly
Rent and any and all Additional Rent, as set forth in the Lease.
2. Sublease. As of the Effective Date, Assignor hereby assigns to
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Assignee all of Assignor's right, title and interest to the Sublease. In
consideration of the assignment of the Lease and pursuant to this Assignment,
Assignee hereby assumes effective as of the Effective Date, all obligations of
Sublessor under the Sublease, and covenants and agrees to be bound by and to
perform the terms, obligations, conditions and covenants to be performed by
Sublessor thereunder.
3. Indemnification by Assignee. Assignee agrees to protect, defend,
---------------------------
indemnify and hold harmless Assignor, its legal representatives, successors and
assigns for, from and against any and all losses, damages, expenses, fees
(including without limitation attorneys' fees), court costs, suits, judgments,
liabilities, claims and demands whatsoever in law or in equity, whether known or
unknown, whether heretofore now existing or hereafter arising, whether
liquidated or unliquidated, incurred or suffered by Assignor, its legal
representatives, successors and assigns or any of them arising out of or in
connection with the Lease, the Sublease or the Premises by reason of any alleged
obligation or undertaking of Assignee as Tenant under the Lease or as Sublessor
under the Sublease, as to events occurring from and after the Effective Date.
4. Effective Date. This Assignment shall become effective upon the
--------------
date of full execution hereof, which date is agreed to be as of the date written
below (the "Effective Date").
5. Security Deposit. Assignor and Assignee acknowledge that pursuant
----------------
to Article 7 of the Lease, Assignor has provided a letter of credit to Landlord
as the Security Deposit for the full and faithful performance of every
obligation to be performed by Tenant under the Lease. Assignee covenants and
agrees that within five (5) business
Page 2 of 5
days of written notice by Assignor, Assignee shall cause the Security Deposit to
be replaced by either posting an irrevocable standby letter of credit or
depositing cash with Landlord in an amount equal to the Security Deposit then
required under the Lease in accordance with and as satisfaction of the
provisions of Article 7 of the Lease.
6. Premises "As-Is". Assignee hereby accepts the Premises (including,
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without limitation that portion of the Premises currently occupied by Fogdog
pursuant to the Sublease) in its existing "As-Is" condition, with all faults,
and Assignor shall have no obligation to make any improvements to the Premises.
Notwithstanding anything to the contrary, Assignee acknowledges that Assignor
shall have no obligation to improve the Premises or for any work, improvements,
alterations or actions which may be required to comply with any federal, state
or local statutes, laws, ordinances, rules, regulations, or orders now or
hereafter in effect with respect to the Premises or the use thereof, including
without limitation the Americans with Disabilities Act, or for any preparation
or remodeling of the Premises including, without limitation, any tenant
improvements, for Assignee's (or Fogdog's) use.
7. Amendment of Lease. The provisions of the Lease may not be
------------------
modified or amended or changed by agreement between Landlord and Assignee at any
time, or by course of conduct, without notice to and the consent of Assignor,
including, without limitation, any extension of the Term pursuant to the Lease
and any expansion of the Premises.
8. Attorneys' Fees. In the event that any party hereto shall
---------------
institute any action or proceeding against the other relating to the provisions
of this Assignment or the Lease or any default thereunder, the party not
prevailing in such actions or proceeding shall reimburse all fees, costs and
expenses incurred in connection with such action or proceedings including,
without limitation, any post-judgment fees, costs or expenses incurred on any
appeal or in collection of any judgment.
9. Effect of Assignment of Lease. Except to the extent the Lease is
-----------------------------
modified by this Assignment, the terms and provisions of the Lease shall remain
unmodified and in full force and effect.
10. Enforcement by Landlord. Landlord is a third-party beneficiary of
-----------------------
this Assignment. As such, the provisions of this Assignment inure to the benefit
of, and are enforceable by, Landlord.
Page 3 of 5
11. Entire Agreement: No Modifications. This Assignment embodies the
----------------------------------
entire understanding between Assignor and Assignee with respect to the subject
matter herein. Any prior correspondence, memoranda, understandings, offers,
negotiations and agreements, oral or written, are replaced in total by this
Assignment. This Assignment may not be modified or amended except in writing,
signed by the parties hereto.
12. Successors and Assigns. This Assignment shall inure to the benefit
----------------------
of and be binding upon the parties to this Assignment and their respective
successors and assigns.
13. Construction. The parties acknowledge that each party and its
------------
counsel, if any, have reviewed and approved this Assignment and that no rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall be employed in the interpretation of this Assignment or any
amendments or exhibits to it or any document executed and delivered by either
party in connection with this Assignment. All captions in this Assignment are
for reference only and shall not be used in the interpretation of this
Assignment or any related document. Whenever required by the context of this
Assignment, the singular shall include the plural, the masculine shall include
the feminine, and vice versa. If any provision of this Assignment shall be
determined to be illegal or unenforceable, such determination shall not affect
any other provision of this Assignment and all such provisions shall remain in
full force and effect.
14. Applicable Law. This Agreement shall be governed by and construed
--------------
in accordance with the laws of California.
15. Counterparts. If this Assignment is executed in counterparts, each
------------
counterpart shall be deemed an original which together shall constitute the same
document.
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IN WITNESS WHEREOF, the undersigned have executed this Assignment as
of the date first written above.
ASSIGNOR:
AMPEX CORPORATION,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Its: Vice President, General Counsel and
Secretary
ASSIGNEE:
AMPEX DATA SYSTEMS CORPORATION,
a Delaware corporation
By: /s/ K. Xxxxxxx Xxxxxx
---------------------
Name: K. Xxxxxxx Xxxxxx
Its: President
Page 5 of 5
