THIS INDENTURE made as of the 1st day of August, 1999
BETWEEN:
871484 ONTARIO INC.
("the Assignor")
AND:
E-CRUITER.COM INC
("the Assignee")
AND:
OMERS REALTY CORPORATION
("the Landlord")
BACKGROUND
1. By a lease dated the 16th day of November, 1993 ("the Lease") the Landlord
leased certain premises ("the Premises") within the building municipally
known as 360 Albert Street, Ottawa, Ontario to Drake, Beam, Morin (Ottawa)
Inc. ("DBM").
2. DBM is now the Assignor.
3. The Assignor has agreed to sell and assign its interest in the Lease and in
the Premises to the Assignee.
ASSIGNMENT
4. In consideration of the sum of Ten Dollars ($10.00) now paid by the Assignee
to the Assignor (the receipt whereof is hereby acknowledged) and in
consideration of the Landlord granting its consent to the within assignment,
the Assignor does hereby grant and assign unto the Assignee all of its right
title and interest in the Lease and in the Premises and all benefit and
advantage to be derived therefrom.
5. The Assignor hereby covenants with the Assignee and Landlord that:
(i) notwithstanding any act of the Assignor, the Lease is a good, valid
and subsisting lease and that the rents thereby reserved have been
duly paid up to the 31st day of July, 1999 and the covenants and
conditions therein contained have been duly paid and performed by the
Assignor up to the day of the date hereof;
(ii) it has in its good right, full power and absolute authority to assign
the Lease in manner aforesaid, and according to the true intent and
meaning of this indenture;
(iii) subject to the payment of the said rent, and the lessee's covenants
and the conditions in the Lease, the Assignee may enter into and upon
and peaceably hold and enjoy the Premises for the residue of the term
granted by the Lease for its own use and benefit, without any
interruption of the Assignor or any other person whomsoever claiming
or to claim by, through or under it;
(iv) it shall and will from time to time and at all times hereinafter, at
the request and costs of the Assignee execute such further assurances
as the Assignee shall reasonably require; and
(v) notwithstanding the within assignment, the Assignor shall continue to
be bound to the Landlord with respect to the tenant's obligations
under the Lease.
6. The Assignee covenants with the Assignor and the Landlord that:
(i) the Assignee shall and will from time to time during all the residue
of the term granted by the Lease and every renewal thereof, pay the
rent and perform the lessee's covenants, conditions and agreements
therein reserved and indemnify and save harmless the Assignor
therefrom and from all actions, suits, costs, losses, charges,
damages and expenses for or in respect thereof; and
(ii) in consideration of the Landlord giving its consent to the within
Assignment, hereby covenants with the Landlord that it shall observe
all of the covenants and conditions contained in the Lease as if the
Assignee had been a party to and had executed the Lease with the
Landlord.
7. The Landlord hereby consents to the assignment by the Assignor to the
Assignee of the Assignor's interest in the Lease.
8. This indenture and everything herein shall respectively enure to the benefit
of and be binding upon the parties hereto, their heirs, executors,
administrators and assigns respectively.
EXECUTION OF THIS SUPPLEMENT BY AGENT
9. The Assignor and Assignee acknowledge that OPQA Management I Inc. has the
authority to execute this Assignment for and on behalf of the Landlord.
IN WITNESS WHEREOF the parties hereto have hereunder set their hands and seals.
871484 ONTARIO INC.
Per:
------------------------------
Name: Gerry Stanton, President
I have authority to bind the corporation
E-CRUITER.COM INC
Per:
------------------------------
Name: Gerry Stanton, President
I have authority to bind the corporation
OMERS REALTY CORPORATION
BY ITS AUTHORIZED AGENT
OPQA MANAGEMENT I INC., without
personal liability
Per:
------------------------------
Name:
Per:
------------------------------
Name:
I/We have authority to bind the corporation.