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EXHIBIT 10.14
ASSIGNMENT AND ASSUMPTION OF SUBLEASE
This Assignment and Assumption of Sublease (this "Assignment") is dated
as of the Effective Date (defined below), by and between URS CORPORATION, a
Nevada corporation ("Assignor") and ACRES GAMING, INCORPORATED, a Nevada
corporation ("Assignee").
RECITALS:
A. Assignor, as sublessee, and Farmers Insurance Exchange, as sublessor
("Sublessor"), are parties to that certain Sublease Agreement dated February 28,
2001, a copy of which is attached hereto as Exhibit A (the "Sublease"), for the
occupancy of approximately 7,210 square feet in the building located at 0000
Xxxxx Xxxxxx, Xxxxxx X & X, Xxx Xxxxx, Xxxxxx. The Sublease is subject to a
Lease dated December 3, 1997 (the "Master Lease") by and between Sublessor, as
tenant, and McCarran Center, LC, as landlord ("Landlord").
B. Assignor wishes to assign and Assignee wishes to accept all of
Assignor's rights, title and interest in and to the Sublease.
AGREEMENT:
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee, for
themselves and their respective successors and assigns, do hereby agree as
follows:
1. This Assignment shall be effective as of the last date it is fully
executed by all parties hereto, including by Sublessor and Landlord to evidence
their consent hereto (the "Effective Date").
2. As of the Effective Date, Assignor hereby assigns and transfers to
Assignee all of Assignor's right, title and interest in and to the Sublease, and
Assignee accepts such assignment and agrees to perform and be bound by all
terms, covenants and conditions of the Sublease.
3. Assignee hereby agrees to indemnify, defend and hold harmless
Assignor from and against any and all claims, costs, damages, expenses and
liabilities (collectively, "Claims") arising under the Sublease from and after
the Effective Date. Assignor hereby agrees to indemnify, defend and hold
harmless Assignee from and against any and all Claims arising under the Sublease
prior to the Effective Date.
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4. On or before the Effective Date, Assignor shall deliver the Premises
to Assignee, broom-clean and free of Assignor's debris or personal property, but
otherwise in its current "as-is/where-is" condition. Notwithstanding the
foregoing or any other provision of this Assignment:
(a) Assignor shall continue to pay all rent and other charges
applicable to the entire Premises, as required by the terms of the Sublease,
through the date that is thirty (30) days following the Effective Date. Assignor
shall provide Assignee with evidence of such payment to Sublessor simultaneously
with making such payment.
(b) From the Effective Date until the earlier of September 1,
2001 or five (5) days following the substantial completion of new laboratory
space in another building (the "Retained Space Commencement Date"), Assignor
shall retain and continue to occupy a portion of the Premises, containing
approximately 1,000 rentable square feet and more particularly depicted on
Exhibit B attached hereto (the "Retained Space"). Such occupancy shall be
subject to all of the terms and conditions of the Sublease. From July 1, 2001
through the Retained Space Commencement Date, Assignor shall pay to Assignee the
sum of $1,364.17 as monthly Base Rent and $240.34 as monthly operating expenses
for its use of the Retained Space, such amounts to be prorated for any partial
month during that period. Until the Retained Space Commencement Date, Assignor
and Assignee shall cooperate in good faith regarding their mutual use of certain
shared access and other common areas and shall not interfere with each other's
use. Assignee shall have all of the rights and remedies under the Sublease and
the Master Lease for Assignor's failure to surrender the Retained Space on or
before the Retained Space Commencement Date.
5. Assignor represents and warrants to Assignee that (a) the copy of the
Sublease attached hereto as Exhibit A is a true, correct and complete copy
thereof; (b) neither Assignor nor to Assignor's actual knowledge, the Sublessor,
is in default under the provisions of the Sublease nor, to Assignor's actual
knowledge, is there any event, condition or circumstance existing which with
notice, or that passage of time or both, would constitute a default or event of
default thereunder; and (c) the Sublease is in full force and effect and is a
valid and binding obligation of Assignor. Assignor acknowledges that the
Sublease contains a provision requiring the delivery of a Non-Disturbance
Agreement from Landlord in favor of Assignor. Assignor represents and warrants
to Assignee that it is not aware of the existence of any such Non-Disturbance
Agreement. To the extent any such agreement may exist, however, Assignor hereby
assigns its rights thereunder to Assignee.
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6. This Assignment is subject to the consent of Sublessor and Landlord.
Assignor will use its commercially reasonable efforts to obtain such consents as
promptly as possible. If such consents are not obtained within 30 days from the
date of execution of this Assignment by Assignor and Assignee, this Assignment
shall terminate and be of no further force or effect.
7. This Assignment constitutes the entire understanding between the
parties hereto with respect to the subject matter contained herein, and there
have been no oral agreements or promises that have not been set forth herein.
This Assignment shall be governed by the laws of the State of Nevada. In the
event of a dispute regarding the terms of this Assignment, the prevailing party,
whether at trial, on appeal or in a bankruptcy proceeding, shall be entitled to
reasonable attorneys' fees and costs of suit.
No subletting, assignment or assumption of the Sublease shall release
Assignor of Assignor's obligations under the Sublease or alter the primary
liability of Assignor to pay the Rent and to perform all other obligations to be
performed by Assignor under the Sublease. The acceptance of Rent by Sublessor
from any other person shall not be deemed to be a waiver by Sublessor of any
provision of the Sublease. Consent to one assignment, assumption or subletting
shall not be deemed consent to any subsequent assignment, assumption or
subletting. Sublessor may consent to subsequent assignments, assumptions or
sublettings or amendments or modifications to the Sublease with assignees of
Assignor, without notifying Assignor, or any successor of Assignor, and without
obtaining its or their consent thereto.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the dates written below.
ASSIGNOR: ASSIGNEE:
URS CORPORATION, a Nevada ACRES GAMING INCORPORATED,
corporation a Nevada corporation
By: By:
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Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxxxxx
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Its: Vice President Its: President and COO
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Date: July 27, 2001 Date: July 27, 2001
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By executing below, Sublessor consents to the assignment set forth in
this Agreement.
SUBLESSOR:
FARMERS INSURANCE EXCHANGE
By:
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Name: Xxxxxxx X. Xxxxx
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Its: Vice President
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Date: July 26, 2001
By executing below, Landlord consents to the assignment set forth in
this Agreement.
LANDLORD:
MCCARRAN CENTER, LC
By:
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Name: Xxxxxx X. Xxxxxx
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Its: Manager
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Date: July 30, 2001
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