EXHIBIT 10.13
AZRIELI CENTER
AGREEMENT TO TRANSFER LEASE RIGHTS
SIGNED IN TEL-AVIV ON THE ____ DAY OF _________, 2000
B E T W E E N
CANIT HASHALOM INVESTMENTS LTD.
Private Company 00-000000-0
Whose address for the purpose of this Agreement is:
The Azrieli Center
132 Petach Tikvah Road, Tel-Aviv
(hereinafter: "the Lessor")
OF THE FIRST PART
A N D
TERAYON COMMUNICATION SYSTEM INC.
(hereinafter: "the Lessee")
Whose address for the purpose of this Agreement is:
c/o Adv. Arieh Hagai
of 00 Xxxxxxxxxx Xxxxxx, Ramat Gan
Telephone: 00-0000000 Fax: 00-0000000
OF THE SECOND PART
A N D
TELEGATE LTD., Private Company 00-000000-0
(hereinafter: "the Alternate Lessee")
Whose address for the purpose of this Agreement is:
c/o Adv. Arieh Hagai
of 00 Xxxxxxxxxx Xxxxxx, Ramat Gan
Telephone: 00-0000000 Fax: 00-0000000
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OF THE THIRD PART
WHEREAS: A lease agreement between the Lessor and the Lessee was
signed on the 23rd day of January, 2000, concerning
office space in the Azrieli Center (hereinafter: "the
Lease Agreement");
AND WHEREAS: The Lessee wishes to transfer all its rights and
obligations pursuant to the Lease Agreement to the
Alternate Lessee, and the Alternate Lessee agrees to
accept all the rights and obligations of the Lessee
pursuant to the Lease Agreement;
AND WHEREAS: The Lessor has given its consent to the transfer of the
Lessee's rights and obligations to the Alternate Lessee,
the same subject to the term that the Lessee remains a
guarantor for the fulfillment of all obligations of the
Alternate Lessee pursuant to the Lease Agreement.
ACCORDINGLY IT IS DECLARED, STIPULATED AND AGREED BETWEEN
THE PARTIES AS FOLLOWS:
1. The Lessee does hereby transfer to the Alternate Lessee and the Alternate
Lessee does hereby accept from the Lessee all its obligations and rights
pursuant to the Lease Agreement attached hereto as Appendix "A" to this
Agreement.
2. The rights and obligations of the Lessee shall be transferred to the
Alternate Lessee commencing on the 23rd day of January, 2000.
3. Commencing upon the date determined in section 2 above, the Lessee
transfers and the Alternate Lessee accepts upon itself all the obligations
and rights of the Lessee pursuant to the Lease Agreement.
4. The transfer of rights to the Alternate Lessee is conditional upon the
fulfillment of the following cumulative conditions:
4.1 The Alternate Lessee has provided the Lessor with the bank guarantee
which the Lessee undertook to submit pursuant to the Lease
Agreement.
4.2 All payments have been paid to the Lessor which the Lessee undertook
to pay to the Lessor pursuant to the Lease Agreement, including
Rental Fees pursuant to the Lease Agreement up until the date of
signature of this Agreement.
4.3 The Lessee has signed the guarantee form attached hereto as Appendix
"B" to this Agreement.
5. The parties agree that the Lessee shall remain liable and a guarantor for
the Alternate Lessee's fulfillment of all its obligations pursuant to the
Lease Agreement, and for this purpose, the Lessee shall sign the guarantee
form attached hereto as Appendix "B" to this Agreement.
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6. The Alternate Lessee declares that it has read the Lease Agreement and its
Appendices, attached hereto as "Appendix A" to this Agreement, and it
understands all its conditions and stipulations, and it undertakes to
fulfill all its provisions.
7. Subject to the fulfillment of all the conditions specified above, the
Lessor does hereby grant its consent to the transfer of the Lessee's
rights and obligations to the Alternate Lessee.
8. The parties do hereby agree that the words "the Rental Fees shall be
linked to the index" which appear in section 7.2 of the Lease Agreement
shall be deleted.
9. It is clarified that all the provisions of the Lease Agreement shall apply
to the Alternate Lessee without any change, exclusive of the change
mentioned in section 8 above. The Alternate Lessee undertakes to fulfill
all the provisions of the Lease Agreement.
IN WITNESS WHEREOF THE PARTIES HAVE SIGNED:
------------------------ ------------------------ ------------------------
The Lessee The Alternate Lessee The Lessor
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Date:
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CANIT HASHALOM INVESTMENTS LTD.
The Azrieli Center Towers (Development and Management) Ltd.
The Azrieli Center Parking Lot
(Which shall hereinafter jointly and severally be called: "the Lessor")
The Azrieli Center
000 Xxxxxx Xxxxxx Xxxx
Tel-Aviv
Dear Sir/Madam:
RE: AZRIELI CENTER LEASE AGREEMENT OF THE 23RD OF JANUARY, 2000
We, the undersigned, Terayon Communication System Inc., who have transferred all
our rights and obligations pursuant to the Lease Agreement signed between us and
the Lessor on January 23, 2000, including all its Appendices (hereinafter: "the
Lease Agreement"), concerning the lease of the property situated on floors 11,
12, 13, 14, and 24 in the circular tower of the Azrieli Center (hereinafter:
"the Premises") to Telegate Ltd. (hereinafter: "the Alternate Lessee"), do
hereby guarantee the fulfillment of all obligations of the Alternate Lessee
vis-a-vis the Lessor pursuant to the Lease Agreement, as follows:
1. We do hereby certify that following the transfer of the rights and
obligations pursuant to the Lease Agreement to the Alternate Lessee, we
shall be guarantors of an independent, absolute, irrevocable and
unconditional guarantee for the fulfillment of all of the Alternate
Lessee's obligations pursuant to the Lease Agreement vis-a-vis the Lessor,
including during additional Terms of Lease, as well as in respect of any
period that the Alternate Tenant shall have possession of the Premises.
Our guarantee in accordance with this guarantee letter shall remain in
force also in respect of any amendment and/or change and/or addition to
the Lease Agreement, and it shall apply also to any additional space the
Alternate Lessee shall lease in the Azrieli Center, whether via the
exercise of an option and/or a right of refusal granted to it in the Lease
Agreement or via any other manner.
2. We shall be guarantors and liable for the Alternate Lessee's fulfillment
of all its obligations pursuant to the Lease Agreement, and any breach of
the Lease Agreement by the Alternate Lessee shall be deemed as if we too
have breached the Lease Agreement, and all remedies available to you
pursuant to the Lease Agreement and/or by law shall also be available to
you vis-a-vis ourselves.
3. In the event of a failure to fulfill any obligation of the Alternate
Lessee pursuant to the Lease Agreement, we shall pay you any sum that the
Alternate Lessee is to pay pursuant to the Lease Agreement, the same no
later than seven days from the date on which the Alternate Lessee was to
pay and did not do so, provided that we receive from you a demand to do
so.
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4. We also agree that where a demand is referred to us in respect of any
breach, then the fulfillment of this demand by us does not constitute a
release of the Alternate Lessee from its other undertakings vis-a-vis the
Lessor pursuant to the Lease Agreement.
5. The law of the State of Israel alone shall apply to this our guarantee.
6. We agree that solely and exclusively the competent court in Tel
Aviv-Jaffa, Israel, and no other court, shall have sole jurisdiction in
all matters pertaining to this our guarantee and arising therefrom.
Our address for the purpose of all matters pertaining to our guarantee,
including for the purpose of service of process is c/o Adv. Arieh Hagai, of 18
Hayetzirah Street, Ramat Gan.
IN WITNESS WHEREOF WE HAVE SIGNED THIS DAY
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TERAYON COMMUNICATIONS SYSTEM INC.
ATTORNEY'S VERIFICATION
I, the undersigned, Advocate , who serves as legal
counsel to Terayon Communication System Inc., do hereby affirm that the
signatures of Messrs. on this Agreement are in
accordance with the documents of the company's association, and their
signatures, as aforesaid, obligate the company for all intents and purposes
pertaining to this Agreement.
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, Adv. Date
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