Exhibit 10.41.1
CONSENT TO ASSIGNMENT
THIS CONSENT TO ASSIGNMENT (the "Consent") is made as of the 12th day
of December, 2002, by and among Xxxxxx X. Xxxxxx ("Landlord"), MarketSource,
L.L.C. ("Tenant"), 360 Youth, Inc., a Delaware corporation ("Sublessee"), and
360 Youth, LLC, a Delaware limited liability company ("Assignee"), with respect
to the following:
RECITALS
WHEREAS, pursuant to that certain Sublease Agreement dated as of
November 26, 2001 (the "Lease"), between the Landlord, Tenant and the Sublessee,
the Tenant, with the Landlord`s consent, has demised to Sublessee a portion of
the premises located at 0 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx;
WHEREAS, each of the Sublessee and Assignee is a wholly owned
subsidiary of Alloy, Inc., a Delaware corporation ("Alloy");
WHEREAS, effective December 31, 2002 (the "Effective Date"), pursuant
to a reorganization of Alloy, the Sublessee will be merged with and into the
Assignee, with the Assignee remaining as the surviving entity; and
WHEREAS, pursuant to Section 10 of the Lease the Sublessee is required
to obtain the consent of the Landlord and Tenant prior to any assignment or
transfer of the Lease.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. INCORPORATION. The foregoing recitals are incorporated herein and by
this reference made a part hereof.
2. DEFINED TERMS. All capitalized terms used herein and not otherwise
defined shall have the meanings specified in the Lease.
3. CONSENT TO ASSIGNMENT. As of the Effective Date, all of the
Sublessee`s right, title, and interest in and to the Lease and the
premises demised thereby shall be assigned to the Assignee. By
executing this Consent, Landlord and Tenant each consent to the
assignment of the Lease to Assignee upon all the terms, covenants and
conditions set forth in the Lease. Assignee agrees that upon
assignment, Assignee will be bound to the terms of the Lease and shall
perform all remaining obligations of Sublessee.
4. GOVERNING LAW. This Consent shall be governed by, and construed in
accordance with, the laws of the State of New Jersey, except to the
extent preempted by federal laws.
5. EXTENT OF CONSENT. Except as expressly set forth in this Consent,
the terms and conditions of the Lease shall continue in full force and
effect without any change or modification and shall apply for the
balance of the term of the Lease.
6. COUNTERPARTS. This consent may be executed in any number of
counterparts, all of which taken together shall constitute but one
agreement.
IN WITNESS WHEREOF, the Landlord, Tenant, Sublessee, and the Assignee
have executed this Consent of Assignment as of the date and year first
above written.
LANDLORD: TENANT:
MARKETSOURCE, L.L.C.
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxx
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Xxxxxx X. Xxxxxx
Name: Xxxxx Xxxxxxx
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Title: CFO/COO
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SUBLESSEE: ASSIGNEE:
360 YOUTH, INC. 360 YOUTH, LLC
By:/s/ Xxxx X. XxXxxxx By: /s/ Xxxx X. XxXxxxx
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Name: Xxxx X. XxXxxxx Name: Xxxx X. XxXxxxx
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Title: Assistant Secretary Title: Secretary
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