EXHIBIT 4.25
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "AGREEMENT") is made as of this 15 day of
February, 2010, 2010 (the "EFFECTIVE DATE") by and between Lantiq Israel Ltd.
(the "LESSOR") and Metalink Ltd. (the "LESSEE") (collectively, the "PARTIES").
WHEREAS, the Parties have entered into that certain Asset Purchase Agreement
dated January 5, 2010, pursuant to which Lessor has assumed all
Lessee's rights and obligations under that certain Lease Agreement
dated June 6, 2000, by and among Lessee and Yaqum Pituach Ltd. (the
"LANDLORD") (as amended from time to time, the "MASTER LEASE") and
that certain Management Services Agreement dated June 6, 2000, by
and among Landlord and Lessee (the "MANAGEMENT AGREEMENT"), which
agreements are attached hereto as EXHIBIT A-1 and EXHIBIT A-2,
respectively; and
WHEREAS, the Landlord has agreed to (i) the assignment of the Master Lease to
Lessor and the use by Lessor of that certain premises known as a
part of parcel 2 in block 8953 located at Yaqum, Israel (the
"PROPERTY") and (ii) this Agreement; and
WHEREAS, Lessor desires to sublease the Subleased Premises (as defined below)
to Lessee, subject to and in accordance with the terms and
conditions of this Agreement; and
WHEREAS, the Parties agree that the Tenants' Protection Law (Consolidated
Version), 5732-1972, or any laws, regulations or other provisions
which shall replace and/or amend it, shall not apply to this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, the Parties hereby mutually agree as follows:
1. SUBLEASE.
1.1. Subject to the terms and conditions set forth in this Agreement,
Lessor hereby subleases to Lessee and Lessee hereby subleases from
Lessor an office space located in the Property in accordance with
that certain Transition Services Agreement between the Parties dated
as of the date hereof (the "SUBLEASED PREMISES" and the "TRANSITION
SERVICES AGREEMENT", respectively), for the Term (as defined below).
1.2. Lessee hereby undertakes to comply, with respect to the Subleased
Premises, with all terms, covenants, conditions, liabilities and
obligations of Lessor under the Master Lease and the Management
Agreement, as if Lessee were the original lessee under the Master
Lease and the Management Agreement, MUTATIS MUTANDIS (including,
without limitation, any provisions with respect to the purpose and
use of the Subleased Premises, alterations, maintenance, evacuation,
breach of contract, casualty, indemnity and compliance with laws),
except as otherwise expressly set forth herein or in the Transition
Services Agreement. In addition and without derogating from the
above, as between the Parties, Lessor shall also have all rights of
the Landlord as if it were the Landlord and Lessee were the tenant
under the Master Lease. Lessor hereby agrees to make reasonable
efforts to cause the Landlord to comply with its obligations under
the Master Lease with respect to the Subleases Premises.
1.3. Lessee represents and warrants that it has checked the Subleased
Premises and found them suitable for its needs and leases the
Subleased Premises on an "as in" basis. Lessee further represents
and warrants that it has adequate resources to perform its payment
and other obligations under this Agreement. Except as specifically
provided herein, Lessor shall have no obligations to Lessee under
the Master Lease.
2. TERM AND TERMINATION.
2.1. This Agreement shall commence on the Effective Date and shall
continue in full force and effect until the termination or
expiration of the Transition Services Agreement (but subject to
Section y2.2 below) (the "TERM").
2.2. Notwithstanding the above, this Agreement shall terminate
simultaneously with the termination of Master Lease, in which case
Lessee shall have no claims against Lessor and/or the Landlord and
shall not be entitled to any compensation in connection therewith.
2.3. Upon termination of this Agreement, and without derogating from any
other provision under the Master Lease, Lessee shall return the
Subleased Premises to Lessor vacant and free of any person or object
(excluding the fixtures), in good, satisfactory and complete
condition, subject to reasonable wear and tear.
3. RENT AND OTHER PAYMENTS.
3.1. The consideration for the sublease of the Subleased Premises
hereunder, including but not limited to the management fees due
under the Management Agreement, taxes, levies and obligatory
municipal payments payable with respect to the use of the Subleased
Premises and expenses for electricity, water, and drain fees
incurred during the Term, is deemed to be fully included in the
consideration payable by Lessee under the Transition Services
Agreement, which consideration shall be paid in accordance with the
terms thereof.
4. ASSIGNMENT.
4.1. Lessee may not assign its rights and/or interest in the Subleased
Premises and/or this Agreement or any portion hereof, or sublet the
Subleased Premises or any portion thereof to any party, without the
prior written consent of Lessor and the Landlord.
5. MISCELLANEOUS.
5.1. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, together with the
Master Lease, which is incorporated herein by references and deemed
an integral part hereof, constitutes the entire agreement of the
Parties with regard to the Subleased Premises and supersedes all
prior written and oral agreements and representations. This
Agreement may be amended by the Parties hereto at any time by
execution of an instrument in writing signed on behalf of each of
the Parties hereto.
5.2. WAIVER. No failure, delay of forbearance of either Party in
exercising any power or right hereunder shall in any way restrict or
diminish such Party's rights and powers under this Agreement, or
operate as a waiver of any breach or nonperformance by either Party
of any terms of conditions hereof.
5.3. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
construed exclusively in accordance with the laws of the State of
Israel. Any dispute arising under or in relation to this Agreement
shall be resolved in the competent court located in Tel-Aviv-Jaffa,
and each of the Parties hereby submits irrevocably to the
jurisdiction of such court.
5.4. COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied, facsimile or
portable data format (PDF) signature pages), all of which shall be
considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the
parties and delivered to the other party, it being understood that
all parties need not sign the same counterpart.
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IN WITNESS WHEREOF, the Parties have duly executed this Sublease Agreement on
the date first written above.
LANTIQ ISRAEL LTD. METALINK LTD.
By: By:
-------------------------------- ----------------------------------------
Name: Name:
Title: Title:
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