ASSIGNMENT OF LEASE BY TENANT WITH LANDLORD'S CONSENT
THIS AGREEMENT dated for reference and made as of June 1, 1999.
BETWEEN:
GOLDEN PROPERTIES LTD.,
(the "Landlord")
AND:
CENTURY CAPITAL MANAGEMENT LTD., a company duly
incorporated under the laws of British Columbia,
(the "Tenant")
AND:
ILINK TELECOM INC., a company duly, incorporated under the
laws of British Columbia,
(the "Assignee")
WITNESSES THAT WHEREAS:
A. By a lease made August 1, 1997(collectively herein called "the lease") both
between the Landlord, as landlord, the Tenant, as tenant, the Landlord did
demise and lease to the Tenant those certain premises (the "Premises")
being a portion of the 19h floor of the office building known and described
as 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, as more
particularly described in the Lease, for the term (the "term") of five (5)
years commencing August 1, 1997;
B. The Lease contains a prohibition against assignment by the Tenant without
first obtaining the written consent of the Landlord thereto;
C. The Tenant wishes to assign its interest under the Lease to the Assignee
and the Assignee has agreed to accept such assignment;
D. The Tenant and the Assignee have requested that the Landlord give its
consent to such assignment pursuant to the Lease;
E. The Landlord has agreed to give its consent to such assignment on the terms
and conditions hereinafter set forth; and
F. The Parties have agreed that the assignment shall take effect as of June 1,
1999 (the "Effective Date").
NOW THEREFORE in consideration of the premises, the respective covenants herein,
the sum of $1.00 now paid by each party to each of the others and other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties covenant and agree as follows:
1. Assignment of the Lease
The Tenant hereby assigns to the Assignee as of the Effective Date all
of the right, title, benefit and interest of the Tenant in and to the Premises,
together with the unexpected residue of the Term and the Lease and all the
benefit and advantage to be derived therefrom, to hold the same unto the
Assignee henceforth for and during the residue of the Term, subject to the
payment of the rent and performance of the covenants and agreements of the
Tenant under the Lease.
2. Warranties and Covenants of the Tenant in Favour of the Assignee
The Tenant hereby represents and warrants to, and covenants and agrees
with, the Assignee that:
a. notwithstanding any act of the Tenant, the Lease is good, valid and
subsisting, the rents thereby reserved have been duly paid, the
covenants and conditions therein have been duly observed and performed
by the Tenant as of the date hereof, and the Tenant now has good
right, full power and absolute authority to assign the Premises and
the Lease in the manner aforesaid, according to the true intent and
meaning hereof;
b. subject to the payment of rent and the performance of the covenants
and conditions contained in the Lease, the Assignee may enter into and
hold and enjoy the Premises for the residue of the Term, for its own
use and benefit without any interruption by the Tenant or any person
claiming under the Tenant, free from all charges and encumbrances
whatsoever, at the request and cost of the Assignee, execute such
further assurances of the Premises as the Assignee shall reasonably
require;
c. the Tenant has not previously assigned, transferred, charged,
encumbered, sublet or parted with possession of the Premises; and
d. the Tenant has not exercised any renewal options under the Lease.
3. Covenants of the Assignee in Favour of the Tenant The Assignee hereby
covenants and agrees with the Tenant that the Assignment shall during the
residue of the Term:
a. pay the rent reserved by the Lease;
b. perform and observe the obligations, covenants and conditions therein
contained on the part of the tenant therein named to be observed and
performed; and
c. indemnify and save the Tenant harmless therefrom and from all actions,
suits, costs, losses, charges, damages and expenses for or in respect
thereof, as if the Assignee were the Tenant named in the Lease.
4. Covenants of the Assignees in Favour of the Landlord
The Assignee acknowledges having received a copy of the Lease and
having had an opportunity to review the Lease. The Assignee hereby covenants and
agrees with the Landlord:
a. to pay the rent and additional rent and to observe and perform all of
the covenants, agreements and conditions of the Tenant reserved and
contained in the Lease in the same manner as if the Assignee were the
tenant named in the Lease; and
b. not to assign or sublet or part with possession of the Premises or any
part thereof or the Lease without the prior written consent of the
Landlord pursuant to the Lease.
5. Notice to the Assignee
Notice to the Assignee shall be sufficiently given as and when delivered to
the Premises.
6. Consent of Landlord
Subject to the terms and conditions in the Lease regarding consent by the
Landlord to an assignment of the Lease, the Landlord's receipt of payment of its
administrative and legal fees for processing the Tenant's request for consent,
and to the Landlord's receipt of any required indemnities referred to in section
8 hereof, the Landlord hereby consents on the terms set out herein to the
assignment herein of the Lease to the Assignee.
7. Mutual Agreements as to the Landlord's Consent
The Tenant and the Assignee covenant and represent that:
a. neither the consent of the Landlord herein, nor the payment of any
money , nor the performance by the Assignee of its obligations under
section 4 hereof shall waive or modify in any respect the rights of
the Landlord under the Lease or relieve the Tenant or any else from
the observance and performance of any of the conditions and covenants
in the Lease to be observed or performed by the Tenant;
b. the consent of the Landlord herein is restricted to the assignment by
the Tenant to the Assignee as set forth herein;
c. the prohibition against the assignment of the Lease and against
subletting or otherwise parting with possession of the Premises as set
forth in the Lease shall otherwise remain in full force and effect;
d. the consent of the landlord herein shall not be deemed to be a consent
to or a waiver of the requirements set forth in the Lease for the
consent of the Landlord to any subsequent assignment of the Lease or
the Term or to any subletting or other parting with possession of the
Premises or any part thereof; and
e. neither the Tenant nor the Assignee have, nor will either of them
create, a security interest in the Improvements within the Premises
except in favour of the Landlord, and for the purposes of this clause
"Improvements" means all elements of, and goods within, the Premises
which constitute "fixtures" for the purposes of the Personal Property
Security Act (British Columbia) including, but not to limit the
generality of the foregoing, all floor coverings, ceilings, light
fixtures, air conditioning fixtures, interior doors, interior
partitions and walls, communication systems, and built-in equipment
and furniture, and it will be a default under the Lease if any such
security interest is created.
8. Enurement
This Agreement shall enure to the benefit of and be binding upon the
parties and their respective heirs, personal representatives, successors and
permitted assigns.
9. Define Terms and Captions
Any Term used in this Agreement which is not defined herein but is defined
in the Lease shall have the meaning given to that term in the Lease. The
captions appearing in this Agreement have been inserted as a matter of
convenience and for reference only and in no way define, limit or enlarge the
scope or meaning of this Agreement or any provision hereof.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.
The Common Seal of the Landlord
was hereunto affixed in the presence
of:
Title: _________________________
(Authorized Signatory)
Title: _________________________
(Authorized Signatory)
The Common Seal of the Tenant
was hereunto affixed in the presence
of:
Title:__________________________
(Authorized Signatory)
Title:__________________________
(Authorized Signatory)
The Common Seal of the Assignee
was hereunto affixed in the presence
of:
Title:__________________________
(Authorized Signatory)
Title:__________________________
(Authorized Signatory)
