EXHIBIT 10.6
CONSENT TO CROSS ASSIGNMENT OF LEASES
AGREEMENT made and entered into effective as of August 1, 1998 by and
among the following parties:
A. XXXXX X. XXXX and XXXXX X. XXXX, Trustees of Lyme Properties Realty
Trust, u/d/t dated September 30, 1994 and recorded with the Middlesex
South District Registry of the Land Court as Document No. 960475 noted
on Certificate of Title No. 200660, Book 1133, Page 10 (the
"Landlord");
B. THE XXXXXX INSURANCE AGENCY, INC., a Massachusetts corporation having
its principal place of business at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000, ("Xxxxxx"); and
C. ROWECOM, INC., a Massachusetts corporation having its principal place
of business at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000
("RoweCom").
WHEREAS, Xxxxxx is a tenant occupying office space on the first floor of
000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the "Xxxxxx Premises") as set
forth in a written lease with the Landlord which expires on October 31, 1999
(the "Xxxxxx Lease"), and
WHEREAS, RoweCom is a tenant occupying office space on the first floor of
000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the "RoweCom Premises") as set
forth in a written lease with the Landlord which expires on August 31, 2000 (the
"RoweCom Lease"), and
WHEREAS, Xxxxxx and RoweCom desire to swap the office premises they each
occupy by Xxxxxx assuming the RoweCom Lease and RoweCom assuming the Xxxxxx
Lease;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto do hereby agree as follows:
WITNESSETH:
1. Subject to the terms and conditions of this instrument, the Landlord
does hereby grant its consent to (a) the assignment by Xxxxxx of the Xxxxxx
Lease to RoweCom and (b) the assignment by RoweCom of the RoweCom Lease to
Xxxxxx, both effective as of August 1, 1998 (the "Assignment Date").
2. RoweCom does hereby agree with the Landlord that it shall be liable
and responsible to the Landlord for (a) all of the obligations of RoweCom
arising or accruing under the RoweCom Lease through the expiration date of the
RoweCom Lease and (b) all of the obligations of Xxxxxx arising or accruing under
the Xxxxxx Lease commencing with the Assignment Date.
3. Xxxxxx does hereby agree with the Landlord that it shall be liable and
responsible to the Landlord for (a) all of the obligations of Xxxxxx arising or
accruing under the Xxxxxx Lease through the expiration date of the Xxxxxx Lease
and (b) all of the obligations of RoweCom arising or accruing under the RoweCom
Lease commencing with the Assignment Date.
4. This Agreement shall not constitute the consent of the Landlord to any
further assignment of the RoweCom Lease or the Xxxxxx Lease or the consent of
the Landlord to any sublease of the premises demised pursuant to either such
lease. Nothing set forth herein shall affect the continuing primary liability
of Xxxxxx pursuant to the Xxxxxx Lease or of RoweCom pursuant to the RoweCom
Lease.
5. The Landlord does hereby certify that, as of the date of this
instrument, (a) RoweCom is not in arrears in the payment of any rent or other
sum due to the Landlord under the RoweCom Lease, nor is RoweCom in default of
any term or condition applicable to RoweCom pursuant to the RoweCom Lease and
that said lease is in full force and effect and (b) Xxxxxx is not in arrears in
the payment of any rent or other sum due to the Landlord under the Xxxxxx Lease
not is it in default of any term or condition applicable to Xxxxxx pursuant to
the Xxxxxx Lease and that said lease is in full force and effect. The Landlord
does hereby acknowledge that each of RoweCom and Xxxxxx is relying upon the
foregoing certification by the Landlord in assuming the Xxxxxx Lease and RoweCom
Lease, respectively.
6. This instrument may not be modified, revised, altered, added to, or
extended in any manner, or superseded except by an instrument in writing signed
by the parties hereto.
7. This instrument may be executed in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument representing the agreement of the parties hereto.
8. This instrument shall be binding upon, and shall inure to, the benefit
of the parties hereto and their successors in interest and assignees.
9. Xxxxxx hereby releases and agrees to hold the Landlord harmless from
and against all claims that Xxxxxx has or may have against the Landlord pursuant
to the Xxxxxx Lease or otherwise, which claims relate to the right or ability of
Xxxxxx to place signs on the outside of the premises or the failure of the
Landlord to obtain zoning variances from the City of Cambridge to permit such
signs or any other claims, if any, that Xxxxxx may have against the Landlord
with respect to signs.
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10. The language used in this instrument shall be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of
strict construction shall be applied against either party.
IN WITNESS WHEREOF, each of XXXXX X. XXXX and XXXXX X. XXXX, Trustees as
aforesaid, has executed this instrument and each of THE XXXXXX INSURANCE AGENCY,
INC. and ROWECOM, INC. has caused this instrument to be executed in its name and
on its behalf by a duly authorized officer, each on the date set forth following
the signatures, effective as of the date first above written; it being
understood and agreed that no party signatory hereto shall be bound hereunder
until this instrument shall be executed by all parties hereto.
LYME PROPERTIES REALTY TRUST
By:_________________________
Xxxxx X. Xxxx, Trustee
Date of Signature:__________
By:_________________________
Xxxxx X. Xxxx, Trustee
Date of Signature:__________
THE XXXXXX INSURANCE AGENCY, INC.
By:_________________________
Xxxxxx X. Xxxx, Chairman
Date of Signature: 7/30/98
ROWECOM, INC.
By:_________________________
Xxxxx Xxxxxxxxx Xx.
Date of Signature: 7/30/98
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