EXHIBIT 10.32
ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease (this "Agreement") is executed
as of July 10, 2001, by and among AmberJack, Ltd. ("Landlord"), Integrated
Information Systems, ("Tenant/Assignor") and The CIT Group/Equipment Financing,
Inc. ("Assignee").
WHEREAS, the Landlord and Tenant/Assignor are parties to that certain
Lease dated April 25 1997 (as amended, the "Lease"), for premises located at
0000 X. Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, XX, 00000, pursuant to which
Landlord leases to Tenant/Assignor, and Tenant/Assignor leases form Landlord,
the real property described in the Lease (the "Property"). A copy of the Lease
(together with any amendments thereto) is attached hereto as Exhibit A.
WHEREAS, Tenant/Assignor seeks to assign and transfer all of its rights
and obligations under the Lease to Assignee and Assignee seeks to succeed to all
of such rights and assume all of such obligations, all upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. This Agreement shall be effective September 1, 2001. (The "Effective
Date")
2. Tenant/Assignor hereby assigns and transfers to Assignee, and
Assignee hereby accepts, all of Tenant/Assignor's right, title and
Interest under the Lease and in connection with the Property
(including, subject to the terms of the Lease, any and all
improvements and fixtures located on the Property, and any and all
rights, privileges, easements, rights-of-way and appurtenances
Appertaining to or in connection with the Property).
3. Assignee hereby assumes all of Tenant/Assignor's duties, commitments
and obligations under the Lease arising after the Effective Date.
4. Landlord hereby approves of, and consents to, the Assignment and
Assumption set forth in paragraphs 2 and 3 hereof and releases
Tenant/Assignor for any obligation occurring after the Effective
Date.
5. All charges due to the Landlord for services and all claims and
liabilities related to the Lease incurred on or before the Effective
Date shall be responsibility of Tenant/Assignor and all charges due to
the Landlord for services and all claims and liabilities related to the
Lease incurred after Effective Date shall be the responsibility of
Assignee.
6. Tenant/Assignor agrees to and does hereby indemnify and hold Assignee
harmless from and against all charges due to the Landlord for services
and all claims and liabilities related to the Lease arising on or before
the Effective Date.
7. Assignee agrees to and does hereby indemnify and hold Tenant/Assignor
harmless from and against all charges due to the Landlord for services
and all claims and liabilities related to the Lease arising after the
Effective Date.
8. This Assignment Agreement shall be governed by Arizona Law. This
Agreement constitutes the complete agreement of the parties relating to
the subject matter hereof and supersedes any prior agreements or
understandings. This Agreement may not be amended unless agreed upon in
writing by all parties. The provisions of this Agreement shall be
binding upon and inure to the benefit of Integrated Information Systems
and The CIT Group/Equipment Financing, Inc. and their respective
successors and assigns.
9. Effective September 1 2001, Tenant/Assignor shall pay to Assignee
$38,409.88 per month, due and payable on the 1st day of each month from
September 1 2001 until January 1 2002. The five monthly payments shall
total $192,049.40
10. Tenant/Assignor is responsible for the payment of any and all lease
commissions in connection with this transaction. Such commissions are
described in a separate agreement between Tenant/Assignor and it's
Agent.
11. Tenant/Assignor shall retain possession of and operate the Data Center
space, as shown on Exhibit AA-1, until October 15, 2001. Assignee shall
provide Tenant/Assignor access to the space, at no cost to Tenant/
Assignor, from the Effective Date of this agreement until and including
October 15, 2001.
12. Tenant/Assignor is not required to remove any of the existing interior
improvements within the leased premises or replace or restore any
previous interior improvements within the leased premises at the end of
the lease term. Tenant/Assignor shall
deliver the leased premises to Assignee in its existing configuration
and condition, normal wear and tear excluded.
IN WITNESS WHEREOF, the Landlord, Tenant/Assignor and Assignee have executed
this Agreement as of the date first written above.
"TENANT/ASSIGNOR" "ASSIGNEE"
Integrated Information Systems The CIT Group/Equipment
Financing, Inc.
By: /s/ XXXXXX X. XXXXX By: /s/ XXX XXXXXX
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Its: Controller Its: SVP/CFO
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Date: 7/10/01 Date: 7/10/01
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"LANDLORD"
Xxxxxxxx Arizona, LLC
Manager for AmberJack, Ltd.
By: /s/ XXXXXXXX XXXXX
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Its: Manager
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Date: 7/10/01
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[FLOORPLAN APPEARS HERE]
0000 X. Xxxxxxxxxxxx Xxxxxxx #200
EXHIBIT AA-1
