Exhibit 10.3
[LOGO] Ashurst Xxxxxx Xxxxx
Assignment
AVENUE A (UK) LIMITED
and
XXXX XXXXXXX UK LIMITED
of leases of premises known as Lower Ground and
Ground Floors, 1 and 0 Xxxx Xxxxxx, Xxxxxx XX0
WE HEREBY CERTIFY THIS TO BE
25 January 2002 A TRUE COPY OF THE ORIGINAL
/s/ Xxxxxx Voynson Xxxxxxx
------------------------------
Xxxxxx Voynson Xxxxxxx
00 Xxxxxxxx Xxxxxxxxxx
Xxxxxxxxxxx
Xxxxxx XX0X 0XX
7/02/2002
PARTICULARS
DATE 25 JANUARY 2002
------------------------------------------------------------------------------
ASSIGNOR : AVENUE A (UK) LIMITED whose registered office is
at Xxxxxxxx Xxxxx Xxxxx 000 Xxxxxx Xxxxxx XX0X
0XX
ASSIGNEE : XXXX XXXXXXX UK LIMITED whose registered office
is at 00 Xxxxxx Xxxx Xxxxxx XX0X 0XX
------------------------------------------------------------------------------
LEASE : leases of the Premises made on 15 August 2000
between (1) Ability Developments Limited and (2)
Avenue A (UK) Limited
------------------------------------------------------------------------------
PREMISES : The land and the buildings known as Lower
Ground and Ground Floors 1 and 0 Xxxx Xxxxxx
Xxxxxx XX0 and being more particularly described
in the Lease
------------------------------------------------------------------------------
THIS ASSIGNMENT is made on the date and between the parties specified in the
Particulars
NOW THIS DEED WITNESSES AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this assignment the following words and expressions have the following
meanings:
1.1.1 "Assignor" means the party described as the Assignor in the
Particulars
1.1.2 "Assignee" means the party described as the Assignee in the
Particulars
1.1.3 "Assignment" means this deed of assignment and "assignment"
means the execution of any further deed of assignment or
transfer of the Lease and "assign" shall be construed
accordingly
1.1.4 "Landlord" means the person in whom the reversion immediately
expectant on the determination of the Lease is for the time
being vested
1.1.5 "Lease" means the leases of the Premises referred to in the
Particulars and includes all or any deeds and documents made
pursuant to or supplemental to the Lease whether or not
expressed to be so
1.1.6 "Particulars" means the immediately preceding section of this
Assignment headed "Particulars"
1.1.7 "Premises" means the premises demised by the Lease and described
as the Premises in the Particulars and includes any and every
part of the Premises
1.1.8 "Term of the Lease" means the term of years created by the Lease
and includes any period of holding over or extension or
continuation of that term of years whether by statute or at
common law,
1.2 Interpretation
1.2.1 The Particulars form part of this Assignment
-l-
1.2.2 The definitions contained in the Particulars have the
meanings appearing alongside them for the purposes of
this Assignment and
1.2.3 At any time when the Assignor or the Assignee comprises
two or more parties such expressions shall include all
or either of any such parties and obligations expressed
or implied to be made by or with any of them shall be
deemed to be made by or with such parties jointly and
severally
2. ASSIGNMENT
2.1 In consideration of the covenants by the Assignee set out in
clause 3 below the Assignor assigns to the Assignee the Premises
for the residue of the Term of the Lease subject throughout the
residue of the Term of the Lease to the payment of the rent(s)
reserved by the Lease and the performance and observance of the
covenants agreements and conditions contained in the Lease and
to be observed and performed by the tenant
2.2 This Assignment is made with full title guarantee but the
Assignor shall not be liable under any of the covenants set out
in section 4 of the Law of Property (Miscellaneous Provisions)
Xxx 0000 ("the Act") for the consequences of any breach of the
tenant's covenants in the Lease relating to the repair and
decoration of the Premises and Section 2(l)(b) of the Act shall
apply as if the words "will at the cost of the person to whom
the disposition is made" were substituted for the words "will at
its own cost" and for the purposes of Section 6(2)(a) of the Act
all matters now recorded in the registers open to public
inspection are to be considered within the actual knowledge of
the Assignee
3. ASSIGNEE'S COVENANTS
The Assignee covenants with the Assignor that at all times after
the date of this Assignment and until the Lease is assigned by
the Assignee or if such assignment is an excluded assignment
within the meaning of section 11(1) of the Landlord and Tenants
(Covenants) Xxx 0000 until the next subsequent assignment which
is not an excluded assignment:
3.1 pay the rent(s) reserved by the Lease and (by way of indemnity
only) perform and observe the covenants agreements and
conditions contained in the Lease and to be observed and
performed by the tenant and
-2-
3.2 Indemnify and keep the Assignor indemnified against all proceedings costs
claims demands and expenses whatsoever arising as a result of any breach
of the covenant set out clause 3.1 above
4. VALUE ADDED TAX
If notwithstanding that no consideration is in this assignment expressed
be given by the Assignee to the Assignor any supply made pursuant to
this assignment is for the purposes of Value Added Tax made or deemed to
be made for consideration the Assignee shall not be liable to pay to the
Assignor any Value Added Tax chargeable in respect of that supply
IN WITNESS whereof this deed has been executed on the date first above written
Signed as a deed by XXXX XXXXXXX UK LIMITED )
acting by a director and its secretary/two directors: )
Director /s/ Xxxxxxx Xxxx
-----------------------------
Secretary/Director /s/ Xxxx Xxxxxxx
-----------------------------
