Exhibit 10.18(c)
ASSIGNMENT OF SUBLEASE
This Assignment of Sublease made this 19th day of March, 1999, by and
between Xxxxx Xxxxxx Company, Inc., a Massachusetts corporation ("Assignor")
and XxxxxXxxxxxxx.xxx, a Delaware limited liability company ("Assignee"),
W I T N E S S E T H
WHEREAS, by agreement of lease (the "Underlying Lease") Net Realty
Holding Trust did lease to ICO, LLC ("Sublandlord"), the premises located on
the 8th floor of the building known as and numbered 000 Xxxxxxxx Xxxxxx in
the City of Boston, County of Suffolk, and Commonwealth of Massachusetts, as
more particularly described therein; and
WHEREAS, said Sublandlord, sublet the premises demised under the Lease
to Assignor pursuant to a Sublease Agreement dated June 29, 1998, a true copy
of which is annexed hereto to Exhibit A and Assignor and Sublandlord have
amended said Sublease Agreement by a First Amendment of Sublease of even date
and delivery herewith (as so amended, the "Sublease"); and
WHEREAS, Assignor desires to assign the Sublease to Assignee on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, it is hereby agreed by and between the parties as
follows:
1. POSSESSION DATE. This Agreement shall be effective on the day that
possession of the premises described under the Sublease is delivered to
Assignee.
2. ASSIGNMENT BY ASSIGNOR. Effective on the Possession Date, Assignor
hereby assigns, conveys, transfers, sets over and delivers to Assignee all of
Assignor's right, title and interest in and to the Sublease. Assignor agrees
to indemnify and hold harmless Assignee from and against any liability, loss
or damage that it might incur on account of any claims or demands that may be
asserted against Assignee by reason of any alleged obligation or undertaking
on Assignor's part to be performed or discharged under the Lease prior to the
Possession Date. If Assignee incurs any such liability, loss or damage in the
defense of any such claims or demands, Assignor shall promptly, on demand,
reimburse Assignee for the amount thereof, including costs, expenses and
reasonable attorneys' fees.
3. ACCEPTANCE OF ASSIGNMENT. As of the Possession Date, Assignee hereby
accepts the foregoing Assignment of the Sublease and agrees to perform and
observe all
such covenants, obligations, duties and conditions therein contained that are
on Assignor's part to be performed arising after the Possession Date.
Assignee shall indemnify and hold harmless (i) Assignor, and (ii) in
consideration of their consent to the foregoing Assignment, (x) Xxxxx Xxxxxx,
the guarantor of Assignor's obligations under the Sublease, (y) Sublandlord,
and (z) Xxxxxx Xxxx, the guarantor of Sublandlord's obligations under the
Underlying Lease, from and against any liability, loss or damage that any of
the indemnified parties might incur under the Underlying Lease or the
Sublease or their respective guarantees for any claims or demands that may
be asserted against Assignor, said Sublandlord, said Xxxxx Xxxxxx or said
Xxxxxx Xxxx, or any of them, by reason of any alleged obligation on
Assignee's part to be performed or discharged under the Sublease after the
Possession Date. If any of the indemnified parties incurs any such liability,
loss or damage in the defense of any such claims or demands, Assignee shall
promptly upon demand reimburse the indemnified party for the amount thereof,
including costs, expenses and reasonable attorneys' fees.
4. LIABILITY OF ASSIGNOR. Assignor acknowledges to Sublandlord that
nothing contained in this Agreement is intended to waive or release the
obligation of Assignor as Subtenant under the Sublease, which liability
Assignor hereby ratifies and confirms.
5. RENTAL DEPOSIT. Contemporaneously with the execution of this
Agreement, Assignee has deposited with Assignor $34,586.52, a sum equal to
Annual Rent for a period of three (3) months. Assignor is authorized to
utilize such funds to pay any sums due under the Sublease if Assignee fails
to pay any sum due under the Sublease when due. If Assignor has not paid any
funds as provided herein, the funds deposited shall be applied to Annual Rent
for the last three (3) months of the term of the Sublease. If a portion of
the funds has been utilized as provided herein, the remaining funds, if any,
shall be repaid to Assignee at the expiration of the term.
6. MISCELLANEOUS. This Assignment constitutes the entire agreement
among the parties, and may not be altered, amended or revoked except by a
writing signed by the party against whom the same is sought to be enforced,
and shall be binding upon the successors and assigns of the parties hereto.
If any clause or provision hereof is deemed to be invalid, the balance of
this Agreement shall remain in force and shall be enforceable according to
its terms.
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This Assignment of Sublease is executed as a sealed instrument as of the
date set forth above.
ASSIGNOR:
XXXXX XXXXXX COMPANY, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: President
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XXXXXXXXXXXXX.XXX
By: /s/ Xxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxx
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Title: Chief Financial Officer
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CONSENT OF GUARANTOR
The undersigned Guarantor of Assignor's obligations under the Sublease,
hereby consents to the foregoing Assignment of Sublease, and agrees that the
Guaranty of the undersigned with respect to the Sublease remains in full
force and effect.
Executed under seal this __ day of March, 1999.
GUARANTOR:
/s/ Xxxxx Xxxxxx
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CONSENT OF SUBLANDLORD
The undersigned Sublandlord hereby consents to the foregoing Assignment
of sublease.
SUBLANDLORD:
ICO, LLC
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: President
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CONSENT OF LANDLORD
The undersigned, as Landlord under the Underlying Lease, hereby consents
to the foregoing Assignment of Sublease.
Executed under seal this __ day of March, 1999.
LANDLORD:
NET REALTY HOLDING TRUST
By:
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Name:
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Title:
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