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Exhibit 10.21
ASSIGNMENT OF LEASE AND SUBLEASE AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of September 2000,
by and among Xxxxxxx Xxxxxx, Inc., a New York corporation (hereinafter referred
to as the "Assignor"), having an office at 000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx
Xxxxxx, XX 00000, and Novadigm, Inc., a Delaware corporation (hereinafter
referred to as the "Assignee"), having an office at Xxx Xxxxxxxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxx Xxxxxx 00000 and Crossroads Developers
Associates, LLC successor to X.X. Construction Corp., Debtor in Possession,
(hereinafter referred to as "Landlord"), having an address at 000 Xxxxxx
Xxxxxxxx, Xxxxx Xxxxx, Xxx Xxxxxx 00000.
WITNESSETH:
WHEREAS, Landlord and Assignor, as Tenant, entered into a lease dated June
13, 1991 (hereinafter referred to as the "Lease") for the premises located at
Xxx Xxxxxxxxxxxxx Xxxxxxxxx, Xxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx as shown on the
floor plan attached thereto Exhibit "B-1" (hereinafter referred to as the
"Premises"). A copy of the Lease is attached hereto as Exhibit A; and
WHEREAS, Assignor desires to assign all its right, title and interest in
the Lease to Assignee, Assignee desires to accept such assignment and Landlord
desires to consent to such Assignment and release Assignor from further
obligations under the Lease; and
WHEREAS, Assignee desires to sublet to Assignor a portion of the Premises
currently occupied by Assignor (the "Sublease Premises"), Assignor desires to
sublet the Sublease Premises from Assignee and Landlord desires to consent to
such Sublease.
NOW THEREFORE, in consideration of the mutual premises herein contained,
Assignor, Assignee and Landlord agree as follows:
1. Assignor hereby assigns and transfers all its right, title and interest
in the Lease (including any rights under the sublease (the "Sublease")
with ProMotion Slides, Inc.) to Assignee to have and to hold the same
from the date of full execution and delivery of this Agreement (the
"Effective Date" for all the rest of the term of the Lease and
extensions thereof, subject to all the terms, covenants, conditions and
provisions therein contained.
2. Assignee accepts the Assignment and assumes and agrees to perform in a
direct obligation to Landlord, as of the Effective Date, all of the
terms, covenants, conditions and provisions of the Lease, as though the
Assignee were the original signatory to the Lease.
3. Landlord hereby consents to this Assignment of Lease by Assignor to
Assignee and hereby releases Assignor from all liability and obligation
accruing as of the Effective Date and thereafter under the Lease.
4. Assignee hereby subleases to Assignor, and Assignor hereby subleases
from Assignee, the Sublease Premises for a term commencing on the
Effective Date and ending on April 30, 2001 on all the same terms and
conditions of the Lease, Assignee being substituted for "Landlord"
therein and Assignor being substituted
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for "Tenant" therein and Sublease Premises being substituted for "Premises"
therein except that the base rental payable under this Sublease shall be
$54,228.33 per month. Assignor shall have the right to terminate this
Sublease upon fourteen (14) days written notice to Assignee. Landlord
hereby consents to this Sublease of the Sublease Premises. Within 20 days
of the Effective Date, Assignor shall deliver to Assignee all security
deposit in the amount of $7,313 held by Assignor under the Sublease.
Assignor represents that there are currently no defaults under the
Sublease.
5. Landlord hereby agrees to provide Assignor written notice of any default by
Assignee under the Lease. Landlord and Assignee hereby agree that upon
receipt of such notice Assignor shall thereafter pay to Landlord all sums
due by Assignor under the Sublease to Landlord. Upon such payment by
Assignor, the Sublease shall remain in full force and effect and possession
of the Sublease Premises by Assignor shall not be disturbed by either
Landlord or Assignee.
6. Any and all notices permitted or required to be made under this Agreement
shall be in writing, signed by the party giving such notice and shall be
delivered personally, or sent by a nationally recognized overnight courier
service, or sent by registered or certified mail to the appropriate party
at the address set forth hereinabove, or at such other address as may be
supplied in writing from time to time by such party. The date of personal
delivery or, if sent by overnight courier, then the date of delivery as
evidenced by the courier's receipt, or if mailed, then the date of
delivery or the date said addressee refuses such delivery, shall be the
effective date of such notice.
7. This Agreement contains the complete agreement of the parties. None of the
parties has made any representations or promises, except as contained
herein or in the attached Estoppel Certificates, or in some further
writings, signed by the party making such representation or promise.
8. This Agreement may be executed in multiple copies, any one of which may be
considered and used as an original.
9. This Agreement shall be governed by and construed under the laws of the
State of New Jersey.
10. Each provision hereof shall extend to and shall, as the case may require,
bind and inure to the benefit of the parties hereto and their successors
and assigns.
11. Notwithstanding any term or provision contained herein, the Assignee's
obligations hereunder shall be expressly subject to satisfaction of the
following conditions as of the Effective Date:
(i) Landlord shall deliver to the Assignee the original duly executed
Landlord Estoppel Certificate substantially in the form attached as
Exhibit C; and
(ii) Assignor shall deliver to the Assignee the original duly
executed Tenant Estoppel Certificate substantially in the form
attached hereto as Exhibit D.
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IN WITNESS WHEREOF, Assignor, Assignee and Landlord have executed the
instrument the date first above written.
ASSIGNOR: Xxxxxxx Xxxxxx, Inc.
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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ASSIGNEE: Novadigm, Inc.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President -- Product Services
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LANDLORD: Crossroads Developers Associates, LLC
By: /s/ ZIGGI WILF
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Name: Ziggi Wilf
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Title: Managing Member
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