ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment of Lease (_Assignment_) entered into as of the
_____ day of March, 1998, by and between COMMERCIAL BUSINESS
SYSTEMS, INC., a Virginia corporation (_Assignor_), and POMEROY
COMPUTER RESOURCES, INC., a Delaware corporation (_Assignee_).
WHEREAS, Assignor, as tenant, and Carmel, Inc., a West Virginia
corporation, (_Landlord_), as landlord, entered into a certain
Lease Agreement, dated the 26th day of May 1993, amended by a
Lease Extension, dated the 10th day of December, 1996 (the
_Lease_), covering the real property (the _Property_) located at
300 Roxalana Road, Dunbar, West Virginia; and
WHEREAS, Assignee has purchased substantially all of Assignor's
assets relating to its computer service and support solutions
business, and in connection therewith, Assignor desires to assign
to Assignee, and Assignee desires to assume from Assignor, the
Lease and all of the rights, benefits, and privileges of the
tenant thereunder;
NOW, THEREFORE, in consideration of the foregoing and the
agreements and covenants herein set forth and other good and
valuable consideration paid by Assignee to Assignor, the receipt
and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1.
Assignment. Assignor hereby assigns unto Assignee all of
the tenant's interest in the Lease, effective as of
________________, 1998 (the _Effective Date_).
2. Representations
. Assignor hereby warrants and covenants to
Assignee that (i) Assignor is the current holder of the
tenant's interest under the Lease, (ii) a true and correct
copy of the Lease presently in force is attached hereto as
Exhibit _A,_ and (iii) to Assignor's knowledge, no state of
facts currently exists that, with the passage of time or the
giving of a written notice, or both, would constitute an
event of default under the terms of the Lease.
3.
Assumption. Assignor shall not be responsible to the
Landlord under the Lease for the discharge or performance of
any duties or obligations to be performed or discharged by
the tenant thereunder after the Effective Date. By
accepting this assignment, and by its execution, Assignee
hereby assumes and agrees to perform all of the terms,
covenants and conditions to be performed by the tenant under
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the Lease, from and after the Effective Date.
4. Mutual Indemnification
. Assignee hereby agrees to indemnify
and hold harmless Assignor from and against any and all
loss, cost or expense (including, without limitation,
reasonable attorneys' fees) resulting by reason of
Assignee's failure to perform any of the obligations of
tenant under the Lease after the Effective Date. Assignor
hereby agreements to indemnify and hold harmless Assignee
from and against any and all loss, cost or expense
(including, without limitation, reasonable attorneys' fees)
resulting by reason of the failure of Assignor to perform
any of the obligations of the tenant under the Lease on or
prior to the Effective Date.
5. Condition Precedent
. This Assignment is contingent upon the
written consent of the Landlord.
6. Binding Effect
. All of the covenants, terms and conditions
set forth herein shall be binding upon and shall inure to
the benefit of the parties hereof and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Assignment as
of the date first above written.
ASSIGNOR:
COMMERCIAL BUSINESS SYSTEMS, INC.
BY:_____________________________________
President
ASSIGNEE
:
POMEROY COMPUTER RESOURCES, INC.
BY:_____________________________________
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CONSENT
The undersigned hereby consents to the foregoing Assignment.
LANDLORD
:
CARMEL, INC.
BY:_____________________________________
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