Exhibit 99.1
SURRENDER AND ACCEPTANCE AGREEMENT
1.0 PARTIES
1.1 THIS AGREEMENT made this 3rd day of June, 2002 is between ROSELAND II
LLC ("Lessor") whose address is c/o Xxxx-Xxxx Realty Corporation, 00
Xxxxxxxx Xxxxx, Xxxxxxxx, XXX Xxxxxx 00000 and THE NETPLEX GROUP, INC.
("Lessee"), whose address is 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxx
00000.
2.0 STATEMENT OF FACTS
2.1 Lessee and Lessor entered into a Lease dated May 15, 2000 (the
"Lease") covering approximately 18,365 square feet (the "Premises") in
the building located at 000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxx Xxxxxx
(the "Building"); and
2.2 Lessee wishes to surrender and vacate the Premises prior to the Lease
expiration date of May 31, 2005 in accordance with Article 5 of the
Lease; and
2.3 The parties desire to amend certain terms of the Lease as set forth
below:
3.0 AGREEMENT
NOW, THEREFORE, in consideration of the Premises and the covenants
hereinafter set forth, Lessor and Lessee agree as follows:
3.1 The above recitals are incorporated herein by reference.
3.2 All capitalized and non-capitalized terms used in this Agreement which
are not separately defined herein but are defined in the Lease shall
have the meaning given to any such term in the Lease.
3.3 Lessor does hereby acknowledge that the Lessee has vacated the
Premises in the condition called for in the Lease on or before
midnight July 31, 2001 (the "Surrender Date") and in consideration of
$44,587.00 made by the Lessee on or before (30) thirty days from the
execution of this letter the Lessor will release the Lessee from all
remaining obligations under the Lease with no continuing liabilities
and/or penalties resultant of early termination.
3.4 Lessor agrees to accept Lessee's surrender of the Premises on the
Surrender Date and to release Lessee from its obligations as set forth
in the Lease with respect to the Premises as of the Surrender Date,
provided: (i) Lessor receives the payment set forth in Paragraph 3.3.
3.5 Lessor and Lessee represent and warrant to each other that no broker
brought about this transaction, and each party agrees to indemnify and
hold harmless from any and all claims of any broker arising out of or
in connection with negotiations of, or entering into of, this
Agreement.
3.6 Except as expressly amended herein, the Lease shall remain in full
force and effect as if the same had been set forth in full herein, and
Lessor and Lessee hereby ratify and confirm all the terms and
condition thereof.
3.7 This agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representation, successors
and permitted assigns.
3.8 Each party agrees that it will not raise or assert as a defense to any
obligation under the Lease of this Agreement or make any claim that
the Lease or this Agreement is invalid or unenforceable due to any
failure of this document to comply with ministerial requirements
including, but not limited to, requirements for corporate seals,
attestations, witnesses, notarizations, or other similar requirements,
and each party hereby waives the right to assert any such defenses or
make any claim of invalidity or unenforceable due to any of the
foregoing.
IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written, and acknowledge one to the other
that they possess the requisite authority to enter into this transaction and to
sign this agreement.
LESSOR: LESSEE:
ROSELAND II LLC THE NETPLEX GROUP, INC.
By: Xxxx-Xxxx Realty, L.P., member
By: Xxxx-Xxxx Realty Corporation
Its general partner
By: By:
------------------------------------ ---------------------------------
Xxxxxxx X. Xxxxxx Authorized Signature
Vice President - Leasing
Date:
-----------------------------------
