ASSIGNMENT AND ASSUMPTION OF OFFICE LEASE
EXHIBIT
10.9
THIS
ASSIGNMENT AND ASSUMPTION OF OFFICE LEASE ("Agreement") is dated and effective
as of March 10, 2006 by and between Data Systems and Software Inc. a Delaware
corporation ("Assignor") and Databit Inc., a Delaware corporation
("Assignee").
WHEREAS,
Assignor is Tenant under that certain Agreement of Lease dated July 27, 2000,
by
and between Empire State Building Company ("Landlord") and Assignor, as amended
by the First Lease Modification and Extension Agreement dated May 18, 2001
and
the Second Lease and Modification and Extension Agreement dated January 8,
2004
(as so amended, the "Lease"), respecting certain premises (the "Premises")
with
a street address of 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, as more particularly
described therein;
WHEREAS,
Assignor desires to assign its interest in the Lease to Assignee and Assignee
desires to assume Assignor's obligations under the Lease;
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, Assignor and Assignee agree as
follows:
1.
ASSIGNMENT OF LEASE.
(a) Assignor
does hereby transfer, assign, convey and deliver to Assignee its entire right,
title and interest in the Lease and the Premises; provided, however, that the
forgoing assignment shall be subject to and shall not take effect until
Landlord’s consent thereto shall have been obtained.
(b) Pending
the consent of the Landlord to the assignment provided for herein, Assignor
hereby grants to Assignee a license to use the Premises and shall take any
and
all reasonable steps to ensure Assignee’s quiet enjoyment of the
Premises.
2.
ASSUMPTION OF OBLIGATIONS.
Assignee
does hereby accept this assignment and, for the benefit of Assignor and
Landlord, expressly assumes and agrees to hereafter perform all of the terms,
covenants, conditions and obligations of Assignor under the Lease, which accrue
from and after the date hereof.
3.
INDEMNITY.
(a) Assignor
agrees to save, indemnify, defend and hold Assignee harmless from and on account
of any claims, demands, actions, losses, expenses and liabilities (including
attorneys' fees) of Assignee under the Lease on account of or arising out of
any
obligations and liabilities of the Lessee thereunder, arising prior to the
date
hereof.
(b) Assignee
agrees to save, indemnify, defend and hold Assignor harmless from and on account
of any claims, demands, actions, losses, expenses and liabilities (including
attorneys' fees) of Assignor under the Lease on account of or arising out of
the
obligations and liabilities so assumed.
(c) The
forgoing indemnity shall be effective and in full force notwithstanding the
fact
that Landlord’s consent has not yet been or cannot be obtained.
4.
SUCCESSORS AND ASSIGNS.
This
Agreement shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
6.
COUNTERPARTS.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original.
Executed
as of the date first above written.
ASSIGNOR:
DATA
SYSTEMS & SOFTWARE INC.
By:
/s/
Xxxxxxx
Barth______________
Name:
Xxxxxxx Xxxxx
Title:
Chief Financial Officer
ASSIGNEE:
DATABIT
INC.
By:
/s/
Xxxxxxx
Morgenstern_________
Name:
Xxxxxxx Xxxxxxxxxxx
Title:
President
