THIRD AMENDMENT TO
MULTI-TENANT OFFICE LEASE
THIS THIRD AMENDMENT TO MULTI-TENANT OFFICE LEASE (this "Amendment"),
made this 30th day of November, 1995, is made by and between EDB Property
Partners L.P. I, a Delaware limited partnership ("Landlord"), and q.a.d.,
inc., a California corporation ("Tenant").
R1. WHEREAS, Laurel Larchmont Office, Inc. ("LLO") and Tenant were the
original parties to an undated multi-tenant office lease (the "Original
Lease") for approximately 57,271 square feet (the "Original Premises")
located in suites 103, 105 and 200 East and 200 West of the building located
at 00000 Xxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx (the "Building"); and
R2. WHEREAS, the Original Lease has been amended by one unnumbered
Amendment to Multi-Tenant Office Lease dated April 26, 1994 (which contains a
Rider) and a Second Amendment to Multi-Tenant Office Lease (the "Second
Amendment") dated May 30, 1995 (the Original Lease, as amended to date, is
herein called the "Lease") which amendments, among other things, expanded the
Original Premises to approximately 61,183 square feet (said original
expansion space, the "Original Additional Space"; and the Original Premises,
as heretofore expanded, the "Premises"); and
R3. WHEREAS, Landlord is the successor-in-interest to all of LLO's right,
title and interest in and to the Lease; and
R4. WHEREAS, Tenant desires, and Landlord is willing, on the terms and
conditions set forth herein, to expand the Premises and lease additional
space of approximately 717 square feet (the "New Additional Space") causing
the Original Premises to be expanded by a total of 4,629 square feet (the
Original Additional Space, together with the New Additional Space, shall
hereinafter be referred to as the "Additional Space"); and
R5. WHEREAS, the parties hereto mutually desire, effective as of the date
of execution of this Amendment, to amend the Lease on such terms and
conditions as are more fully set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. The Lease is hereby further amended as follows:
A. The term "Additional Space" as used in the Lease, as amended, shall
refer to the 4,629 square feet shown as EXHIBIT A-1 annexed hereto and
incorporated herein by this reference.
B. Section 5 (Premises) of the Lease shall be, and the same hereby is,
amended by deleting the words "Suite 100 East (the "Additional Space") 3,912
s.f." in the tenth (10th) written line and inserting in their place "Suite 101
East (the "Additional Space") 4,629 s.f." and by deleting the words "Total:
61,183 s.f." in the eleventh (11th) written line and inserting in their place
"Total: 61,900 s.f.". The intent of this provision is to add the Additional
Space to the definition of "Premises" in the Lease.
C. EXHIBIT A of the Lease which depicts the Premises shall be, and the
same hereby is, amended by deleting therefrom the pages labeled "EXHIBIT A -
ADDITIONAL SPACE" attached to the Second Amendment and adding in lieu thereof
the page labeled "EXHIBIT A-1 - ADDITIONAL SPACE" attached hereto and
incorporated herein by this reference.
D. Effective as of the Occupancy Date (as defined in Section G of the
Second Amendment), Section 8 (Rent), subsection (b) of the Lease shall be,
and hereby is, amended by deleting therefrom the fifth (5th) sentence, in its
entirety, and inserting in lieu thereof the following sentence:
"The Tenant's proportionate share is thirty-five and three-tenths
(35.3%) percent (61,900 s.f./175,573 s.f. = 35.3%)."
E. Section 8 (Rent), subsection (c) of the Lease shall be, and hereby
is, amended by deleting therefrom the last sentence, in its entirety, and
inserting the following sentence in its place:
"The percentage for the Premises is thirty-five and three-tenths
(35.3%) percent."
F. Section 8 (Rent), subsection (c) of the Lease shall be, and hereby
is, amended by adding after the phrase "per sq. ft." each time it appears in
said subparagraph the following parenthetical: (based on 4,629 sq. ft.)". It
is the intent of the parties that the New Additional Space be included when
calculating the Rent to be paid under said subsection (e).
2. Except as expressly modified by this Amendment, the Lease shall remain
unmodified and shall continue in full force and effect.
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3. All capitalized terms used but not defined in this Amendment shall
have the same meanings ascribed to them under the Lease.
4. If any provision of this Amendment is held to be invalid or
unenforceable, the same shall not affect the validity or enforceability of
the other provisions of this Amendment, which shall continue in full force
and effect, as if the invalid or unenforceable provision had been deleted.
5. This Amendment contains the entire agreement of the parties hereto and
no representations, inducements, promises or agreements, oral or otherwise,
between the parties, not embodied herein, shall be of any force or effect.
This Amendment and the Lease may be further amended only in writing signed by
both Landlord and Tenant. If any provision of this Amendment conflicts with
any provision of the Lease, the provision of this Amendment shall be
controlling.
6. Landlord agrees that the Consent to Sublease dated May 30, 1995 shall
be deemed applicable to that certain Amended and Restated Sublease, the form
of which is attached hereto as EXHIBIT B and incorporated herein by this
reference.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first written.
LANDLORD:
EDB Property Partners L.P. I,
a Delaware limited partnership
By: Xxxxx Xxxxxx Property Corp.,
its general partner
By:
------------------------------------
Name:
Title:
TENANT:
q.a.d., inc.,
a California corporation
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx Dec 7, 1995
Title: VP Operations
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[FLOOR PLAN]
EXHIBIT B
AMENDED AND RESTATED SUBLEASE
THIS AMENDED AND RESTATED SUBLEASE ("Amended and Restated Sublease") is
entered into as of the ______ day of September, 1995 by and between ORIGIN
TECHNOLOGY IN BUSINESS, INC., a Delaware corporation, with its principal
place of business at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000
(hereinafter "Sublessee") and qad inc., a California corporation, with its
principal place of business at 0000 Xxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxxx, 00000
(hereinafter "Sublessor").
THE PARTIES ENTER into this Amended and Restated Sublease on the basis of
the following facts, intentions and understanding:
WHEREAS, Sublessor and Sublessee entered into a certain lease dated
July 6, 1994 (the "Original Sublease") covering the Premises (as defined in the
Original Sublease); and
WHEREAS, Sublessor and Sublessee now desire to sublease certain
additional premises, for a total of approximately 4,629 square feet on the
first floor of the East Wing of 10,000 Xxxxxxxxx Xxxxx, Xx. Xxxxxx, Xxx
Xxxxxx 00000, as outlined on Xxxxxxx "X" xxx "X0" attached hereto
(hereinafter "Subleased Premises") upon the terms, covenants and conditions
as hereinafter provided. This subletting is subject to the terms of
sublessor's letting of the Subleased Premises by Lease dated 30th day of May,
1995 (The "Lease"). A copy of said lease ("The Lease") is attached hereto as
Exhibit "B".
WHEREAS, Sublessor and Sublessee intend that the terms of this Amended
and Restated Sublease Agreement (hereinafter, the "Sublease") amend and
restate the terms of the Original Sublease and establish the rights and
obligations of the parties with regard to the matters set forth herein from
and after the date (the "Execution Date") of execution hereof;
NOW, THEREFORE, in consideration of the mutual covenants and promises of
the parties herein contained, the parties agree as follows:
1. SUBLEASE.
a. As of the Execution Date, the Original Sublease shall be hereby
amended and restated as set forth in this Amended and Restated Sublease.
Hereafter this Amended and Restated Sublease shall govern all the rights and
obligations of the parties hereto with respect to the subject matter hereof,
and the Original Sublease shall be null and void and of no further force or
effect.
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b. Sublessor hereby agrees to lease the Subleased Premises to
Sublessee and Sublessee agrees to lease the Subleased Premises from Sublessor
on the conditions hereinafter set forth.
2. CONDITION OF SUBLEASED PREMISES. Sublessee shall accept the Subleased
Premises in their existing "AS IS" condition, subject to all applicable
municipal, county, state and federal laws, statutes, ordinances, including
zoning and regulations governing and relating to the use, occupancy and
possession of the Subleased Premises. Sublessee recognizes and agrees that
Sublessor shall not be required to perform any work or construction on the
Subleased Premises in order to prepare the same for Sublessee's occupancy. By
entering the Subleased Premises, Sublessee shall be deemed to accept the
Subleased Premises in their condition existing as of the date of such entry.
3. AMENDED AND RESTATED SUBLEASE SUBJECT TO LEASE. This Amended and
Restated Sublease shall be subject to all of the terms, covenants and
conditions of the Lease and Sublessee shall assume and perform the
obligations of Sublessor as Tenant in the Lease with respect to the Subleased
Premises, except for the payment of minimum annual rent contained in the
Lease. Sublessee shall not commit or permit to be committed on the Subleased
Premises any act or omission which shall violate any terms, covenants or
conditions of the Lease applicable to Sublessee. In the event of any
inconsistency between the Lease and the Amended and Restated Sublease, the
terms of this Amended and Restated Sublease shall control. All of the terms,
covenants and conditions in the Lease are incorporated herein as terms,
covenants and conditions of this Amended and Restated Sublease, except for
any paragraphs which shall be superseded by this Amended and Restated
Sublease. To the extent that the Lease provides that Landlord shall provided
services, utilities, insurance, maintenance, repairs or any and all other
obligations of Landlord rendered in connection with the operation of the
Subleased Premises, Sublessee shall seek recourse first from Landlord by
notice to Landlord with a copy simultaneously provided to Sublessor. If
Landlord shall not take action after request is made by Sublessee after the
passing of any applicable cure period specified in the Lease, then Sublessee
may notify Sublessor of such failure. Upon receipt of such notice, Sublessor
shall use prompt, reasonable efforts to enforce Sublessor's rights under the
Lease for the benefit of Sublessee. Sublessor shall have no duty to perform
any obligations of the Landlord under the Xxxxxxxxx and shall under no
circumstances be responsible for or liable to Sublessee for any default,
failure or delay on the part of the Landlord in the performance of any
obligations under the Xxxxxxxxx, nor shall such default of the Landlord
affect this Amended and Restated Sublease or waive or defer the performance
of any of Sublessee's obligations hereunder. In addition, Sublessee shall
have no right to exercise the Renewal Option, Right of First Offer or Early
Termination of Lease rights granted pursuant to Exhibit "E", "G" and "H",
respectively, of the Lease.
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4. TERM. The term ("Term") of this Amended and Restated Sublease shall
commence on the date (The Commencement Date) which is the earlier of (i) the
date which is one hundred twenty (120) days after the Second Amendment to
Multi-Tenant Office Lease (the Second Amendment) is executed by the
Sublessor, EDB Property Partners, L.P. III, Landlord under the Lease or (ii)
the date on which a final Certificate of Occupancy is obtained by the
Sublessee.
5. RENT.
A. MINIMUM ANNUAL RENT.
Sublessee shall pay to Sublessor rental as set forth below:
The date of Amended and Restated Sublease rent schedule is based upon the
Xxxxxxxxx anniversary date of September 1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
TERM PER SQUARE FOOT MONTHLY ANNUAL RENT
RATE RENT
-------------------------------------------------------------------------------
Commencement
Date-August 1995 $12.00 (x 4.629 square feet) $4,629.00 $55,548.00
------- --------- ----------
-------------------------------------------------------------------------------
Year 2: Sept. $12.00 $4,629.00 $55,548.00
1995-August 1995 --------- ----------
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Years 3 through 5: $12.50 $4,821.88 $57,862.50
Sept 1996 to Aug --------- ----------
1999
-------------------------------------------------------------------------------
Years 6 and 7: $13.00 $5,014.75 $60,177.00
Sept 1999 to Aug --------- ----------
2001
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
payable on the first business day of each month during the term of this
Amended and Restated Sublease except that the first month's rent shall be
payable upon the execution of this Amended and Restated Sublease.
Notwithstanding the forgoing, provided Sublessee is not in default of this
Amended and Restated Sublease, if the Leased Premises Commencement Date is
earlier than ninety (90) days after the Second Amendment is executed, then
Sublessee shall not be obligated to pay rent for the Leased Premises until
the thirtieth (30th) day after such Leased Premises Commencement Date AND if
the Leased Premises Commencement Date is on or after such ninetieth (90th)
day, the Sublessee shall
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not be obligated to pay rent for the Subleased Premises until the date which
is one hundred twenty (120) days after the Second Amendment is executed.
b. In addition to the minimum annual rental, Sublessee shall pay to
Sublessor its proportionate share of all operating costs incurred during each
calendar year (prorated where appropriate) during the term of this Sublease.
This operating cost shall be estimated by Sublessor at the
commencement of occupancy and Sublessee shall pay to Sublessor in addition
to the basic rent and on the same day provided in paragraph 5(a) 1/12
thereof. The estimated operating cost for the year in which this Lease
commences is $7.00 per rentable square foot. The operating expenses shall
include all costs normally incurred in the maintenance and operation of an
office building, less any charges invoiced directly to other tenants in the
building and shall include:
i. Real estate taxes assessed on the building, land
underlying same, parking areas or other common elements including any
assessments or municipal improvements;
ii. All costs and expense directly related to the
operation of the building including preparing units for rental, lighting,
cleaning, insuring, removing snow, ice and debris, policing and regulating
traffic in the area immediately adjacent to the building and depreciation of
machinery and equipment used for such operation;
iii. All costs and expense, other than those of a capital
nature, or replacing paving, curbs, walkways, landscaping (including
replanting and replacing flowers and other planting), drainage and lighting
facilities in the building and areas immediately adjacent thereto;
iv. Electricity and fuel used in lighting, heating,
ventilating, and air conditioning of the Premises;
v. Maintenance and mechanical and electrical equipment
including heating, ventilating and air conditioning equipment in the Premises;
vi. Window cleaning and janitorial service, including
janitorial equipment and supplies;
vii. Maintenance of elevators, rest rooms, lobbies,
hallways and other common areas of the building;
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viii. Wages for personnel directly involved in the building
management and operating, including all taxes payable by Sublessor thereon
and fringe benefits;
ix. Water and sewer rents, charges and standby fees;
x. Accounting fees, management fees and legal fees which
directly benefit the overall operation of the building, it is expressly
agreed that legal fees incurred in an action against an individual tenant
shall not be deemed includable as an operating expense pursuant to this
provision; and
xi. All costs associated with maintaining, operating and
monitoring any security system or sprinkler system.
c. In determining operating expenses, if less than 95% of the
rentable area of the building has been occupied by tenants for more than
thirty (30) days during such year, operating expenses shall be deemed for
such year to be an amount equal to the like expenses which would normally be
expected to be incurred had such occupancy of the building been 95%
throughout such year, as reasonably determined by Landlord.
d. Rent shall be paid to the Sublessor at 00000 Xxxxxxxxx
Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000, or at such other place or places as
Sublessor may from time to time direct.
e. Sublessee shall not request Landlord to provide services,
materials or supplies in excess of the basic services, which Landlord is
obligated to provide under the Lease without first obtaining the written
consent of Sublessor, which consent shall not be unreasonably withheld. Upon
notification to Sublessor by Sublessee of termination of any services, or
impairment of any services, Sublessor shall immediately notify Landlord in
accordance with the notice provision of the Lease.
f. Sublessee shall pay to Sublessor as additional rent, within
ten (10) days after demand therefore by Sublessor, any and all other
additional rent payments and sums due pursuant to the lease.
6. LATE PAYMENT. Rent is due and payable on or before the first day
of each month. Rent received after the tenth (10th) of the month is subject
to a late charge of ten (10%) percent of the monthly payment which charge
must accompany rent. An additional charge will be made for checks returned
for insufficient funds.
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7. INSURANCE.
a. Sublessee shall carry and maintain during the entire term of
the Sublease the insurance required pursuant to the Lease. In addition,
Sublessee shall name Sublessor as an additional insured with respect to said
insurance.
b. Sublessee shall, prior to the commencement of the term, and
during the term, thirty (30) days prior to the expiration of the policy of
insurance, furnish to Sublessor and Landlord certificates evidencing such
coverage, which certificates shall state that such insurance coverage may not
be changed or canceled without at least ten (10) days' prior written notice
to Sublessor and Landlord.
8. DEFAULT. In the event Sublessee shall breach any of the terms,
covenants or conditions of this Amended and Restated Sublease or the Lease,
then, in that event, in addition to the remedies Landlord may have against
Tenant for Tenant default in the Lease, Sublessor shall have the right to
enter and retake the Subleased Premises and terminate Sublessee's interest
under this Amended and Restated Sublease. If Sublessee defaults under the
Lease, Sublessee shall indemnify, defend by counsel acceptable to Sublessor
and hold Sublessor harmless from and against all damages resulting from
such default. If Sublessee defaults under Sublessee's obligations under
this Amended and Restated Sublease and Sublessor fulfills any of Sublessee's
obligations in order to prevent Sublessee from being in default, Sublessee
shall immediately reimburse Sublessor for (i) the amount of Minimum Annual
Rent, (ii) all amounts attributable to Additional Rent and (iii) all other
costs and expenses incurred by Sublessor in fulfilling Sublessee's
obligations in the Sublease and the Lease, together with interest on those
sums at the rate of one percent (1%) per month (but in no event at a rate in
excess of that permitted by law) from the date due thereof until paid, and
the amount of such interest shall be deemed Additional Rent hereunder.
9. ALTERATIONS. Sublessee shall not make or suffer to be made any
alterations, additions or improvements in, on or to the Subleased Premises
without the prior written consent of Sublessor and Landlord. In the event
Sublessor and Landlord consent to the making of any such alteration, addition
or improvement by Sublessee, the same shall be made by Sublessee at its sole
cost and expense, and any contractor or person selected by Sublessee to make
the same shall first be approved in writing by Sublessor and Landlord. Upon
the expiration or sooner termination of this Amended and Restated Sublease,
Sublessee shall, upon demand by Sublessor, at Sublessee's sole cost and
expense, with all due diligence, repair and restore the Subleased Premises
to their original condition, ordinary wear and tear excepted.
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10. HOLDING OVER. Sublessee will, at the termination of this Amended
and Restated Sublease by lapse of time or otherwise, yield up immediately
possession to Sublessor and Landlord. If Sublessee retains possession of the
Subleased Premises or any part thereof after such termination, then Sublessee
shall pay to Sublessor all damages sustained by Sublessor resulting from
retention of possession by Sublessee.
11. SUBLESSOR COVENANTS. Sublessor covenants to promptly pay when due
all rents due and accruing to Landlord and in the event that it fails to
promptly remit said rent to Landlord, Sublessor specifically authorizes and
directs Sublessee, upon Sublessee's receipt of due written demand from
Landlord, to remit the rent hereunder directly to Landlord and said
remittance shall be deemed in lieu of the rent obligations herein contained.
12. INDEMNIFICATION. Sublessee shall indemnify Sublessor and hold
Sublessor harmless from and against any and all claims, demands, suits,
judgments, liabilities, costs and expenses, including reasonable attorneys'
fees, arising out of or in connection with Sublessee's use and possession of
the Leased Premises, or by arising out of the failure of Sublessee, its
agents, contractors or employees to perform any covenant, term or condition
of the Lease or Sublease to be performed by Sublessee. Sublessor shall
indemnify Sublessee and hold Sublessee harmless from and against any and all
claims, demands, suits, judgments, liabilities, costs and expenses, including
reasonable attorneys' fees, arising out of the failure of Sublessor to
perform any covenant, term or condition of the Lease to be performed by
Sublessor thereunder.
13. ATTORNEYS' FEES. If either party shall commence an action against
the other party in order to enforce any term, covenant or condition of this
Amended and Restated Sublease, the prevailing party shall be entitled to
recover from the losing party the costs and expenses of such action,
including reasonable attorneys' fees to be set by the court in such action.
14. BROKER. Sublessee warrants and represents to Sublessor that it has
dealt with no broker or real estate agent or made no agreement or created any
liability with respect to this Amended and Restated Sublease and/or the
Subleased Premises or in connection with the payment of brokerage or other
commissions other than Xxxxxxx-Xxxxx ONCOR International, and Sublessee
hereby agrees to indemnify, defend and hold Sublessor harmless from and
against all liability, cost, or expense arising out of the claims of any
other broker or real estate agent claiming by, through or under Sublessee for
a commission in connection with this Amended and Restated Sublease and/or the
transaction contemplated by this Sublease.
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10. HOLDING OVER. Sublessee will, at the termination of this Amended
and Restated Sublease by lapse of time or otherwise, yield up immediately
possession to Sublessor and Landlord. If Sublessee retains possession of the
Subleased Premises or any part thereof after such termination, then Sublessee
shall pay to Sublessor all damages sustained by Sublessor resulting from
retention of possession by Sublessee.
11. SUBLESSOR COVENANTS. Sublessor covenants to promptly pay when due
all rents due and accruing to Landlord and in the event that it fails to
promptly remit said rent to Landlord, Sublessor specifically authorizes and
directs Sublessee, upon Sublessee's receipt of due written demand from
Landlord, to remit the rent hereunder directly to Landlord and said
remittance shall be deemed in lieu of the rent obligations herein contained.
12. INDEMNIFICATION. Sublessee shall indemnify Sublessor and hold
Sublessor harmless from and against any and all claims, demands, suits,
judgments, liabilities, costs and expenses, including reasonable attorneys'
fees, arising out of or in connection with Sublessee's use and possession of
the Leased Premises, or by arising out of the failure of Sublessee, its
agents, contractors or employees to perform any covenant, term or condition
of the Lease or Sublease to be performed by Sublessee. Sublessor shall
indemnify Sublessee and hold Sublessee harmless from and against any and all
claims, demands, suits, judgments, liabilities, costs and expenses, including
reasonable attorneys' fees, arising out of the failure of Sublessor to
perform any covenant, term or condition of the Lease to be performed by
Sublessor thereunder.
13. ATTORNEYS' FEES. If either party shall commence an action against
the other party in order to enforce any term, covenant or condition of this
Amended and Restated Sublease, the prevailing party shall be entitled to
recover from the losing party the costs and expenses of such action,
including reasonable attorneys' fees to be set by the court in such action.
14. BROKER. Sublessee warrants and represents to Sublessor that it has
dealt with no broker or real estate agent or made no agreement or created any
liability with respect to this Amended and Restated Sublease and/or the
Subleased Premises or in connection with the payment of brokerage or other
commissions other than Xxxxxxx-Xxxxx ONCOR International, and Sublessee
hereby agrees to indemnify, defend and hold Sublessor harmless from and
against all liability, cost, or expense arising our of the claims of any
other broker or real estate agent claiming by, through or under Sublessee for
a commission in connection with this Amended and Restated Sublease and/or the
transaction contemplated by this Sublease.
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15. EARLY TERMINATION OF SUBLEASE. Notwithstanding anything to the
contrary contained in this Amended and Restated Sublease, Sublessor or
Sublessee, at its option, may terminate this Amended and Restated Sublease
effective at anytime after end of the twenty-fourth (24th) month of the term,
provided, as a condition of such termination, Sublessor or Sublessee gives
written notice to the other at least sixty (60) days prior to the proposed
date of termination, which shall be after the twenty-fourth (24th) month of
the term and anytime thereafter up to August 31, 2001, in which event the
Amended and Restated Sublease shall terminate as of the expiration of the
date set forth in such notice. Sublessee shall have no termination right as
provided herein in the event the Sublessee has defaulted under any of the
obligations of Sublessee under and pursuant to the Lease or this Amended and
Restated Sublease.
16. NOTICES. All notice or demands of any kind required or desired to
be given by Sublessor or Sublessee hereunder shall be in writing and shall be
deemed to be delivered seventy-two (72) hours after depositing the notice or
demand in the United States Mail, certified or registered, postage prepaid,
addressed to the parties as follows:
To Sublessor: xxx.xxx
00000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
To Sublessee: Origin Technology in Business, Inc.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
or to any other address provided to the other party in writing.
17. LANDLORD'S CONSENT. This Amended and Restated Sublease is subject
to Landlord's consent and shall be of no effect unless and until this Amended
and Restated Sublease has been accepted and agreed to by Landlord.
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18. ASSIGNMENT. Without the prior written consent of Sublessor, which
may be withheld by Sublessor in its sole discretion, neither Sublessee, nor
Sublessee's legal representatives or successors in interest shall, by
operation of law, merger, or otherwise, further sublet the Subleased Premises
or assign or mortgage this Amended and Restated Sublease. If Sublessee is a
corporation, none of its capital stock shall be transferred voluntarily or by
operation of law without Sublessor's written consent. Any consent by
Sublessor to any act of assignment shall be held to apply only to the
specific transaction thereby authorized. Such consent shall not be
construed as a waiver of the duty of Sublessee, or the legal representatives
or assigns of Sublessee, to obtain from Sublessor consent to any other or
subsequent assignment, or as modifying or limiting the rights of Sublessor
under the foregoing covenant by Sublessee not to assign without such consent.
19. EFFECT. This Amended and Restated Sublease shall be binding upon
the parties hereto, their heirs, executors, legal representatives, successors
and permitted assigns, and may not be altered, amended, terminated or
modified except by written instrument executed by each of the parties hereto.
20. FORUM. This Amended and Restated Sublease shall be governed by the
laws of the state in which the Premises is located.
21. MODIFICATION. This Amended and Restated Sublease may not be
modified or amended except by a written agreement executed by the parties
hereto.
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IN WITNESS WHEREOF, this Sublease Agreement has been executed on the
date and year first written.
SUBLESSOR SUBLESSEE
xxx.xxx ORIGIN TECHNOLOGY
IN BUSINESS, INC.
By: /s/ Xxxxxxx Xxxxx KL By: /s/
------------------------------ ------------------------------
Title: VP OPERATIONS Title: VP
------------------------------ ------------------------------
Date: DEC 7, 1995 Date: 11/30/95
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