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Exhibit 10.7
CONSENT BY LANDLORD TO SUBLEASE
The Manufacturers Life Insurance Company (the "Landlord") is the landlord of
premises described in Clause 1 of a lease dated the 10th day of May, 1996 (the
"Lease"), between the Landlord and Alliance for Converging Technologies Corp.
(the "Tenant"), a copy of which Lease is attached hereto as Schedule "A". The
Lease contains a restriction against assignment or subletting by the Tenant
without the Landlord's prior written consent thereto. The Landlord consents,
subject to the following conditions, to the sublease of the Leased Premises by
the Tenant, to Media Synergy Inc. (the "Subtenant"), dated the 23rd day of June,
1999, a copy of which Sublease is attached hereto as Schedule "B".
1. The Landlord's consent is expressly conditioned upon the payment of the Basic
Rent and Additional Rent reserved by the Lease, and the performance and
observance of the covenants, conditions and agreements in the Lease and this
consent in no way affects or releases the Tenant from its obligations,
liabilities and responsibilities under the Lease. The Tenant confirms and
acknowledges that, notwithstanding the Sublease, that it will remain liable
under the Lease for the fulfillment of all the Tenant's agreements, covenants
and obligations thereunder.
2. This consent is given without prejudice to the Landlord's rights under the
Lease, and is expressly limited to the Sublease, and will not be deemed to be
consent to or authorization for any further or other assignment, subletting or
parting with or sharing possession of all or any part of the Leased Premises by
either the Tenant or the Subtenant.
3. Notwithstanding anything to the contrary contained in the Sublease, the
Subtenant will not act in any manner which is inconsistent with the terms of the
Lease. The Subtenant covenants to and with the Landlord that it will not cause,
by any act or omission, the Tenant to be in default of its agreements, covenants
and obligations under the Lease.
4. In granting its consent to the Sublease, the Landlord does not:
(a) make any representation or warranties with respect to the status of the
Lease, or
(b) acknowledge or approve of any of the terms of the Sublease.
Further, nothing contained in the Sublease or this consent will be construed as
modifying, waiving or affecting any of the provisions, covenants and conditions
or any of the Landlord's rights or remedies under the Lease other than as
specifically set forth herein.
5. In consideration of the Landlord's consent to the Sublease, the Subtenant
acknowledges and agrees that:
(a) the Sublease is subject to and subordinate to the Lease;
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(b) it will observe, comply with and perform all terms, conditions and covenants
in the Lease and perform all obligations of any kind whatsoever in the Lease as
and when the same are due to be performed by the Tenant pursuant to the terms of
the Lease, and
(c) it is subject to all of the Landlord's rights thereunder, as though the
Subtenant were named the Tenant under the Lease, except as to those covenants
relating to the portion of the Leased Premises not leased to the Subtenant under
the Sublease. The Subtenant further expressly acknowledges and agrees to be
subject to the prohibition against subletting, assigning, mortgaging or
encumbering or permitting the occupation or use of all or part of the Leased
Premises by others without the prior written consent of the Landlord, upon the
terms and conditions as are set forth in Article 17 of the Lease.
6. The Subtenant confirms to the Landlord its right to occupy the Leased
Premises is derived solely from the Lease and that should the Lease be
terminated by the Landlord the Sublease will also automatically be terminated
and the Subtenant will have no further rights of occupancy or tenancy of the
Leased Premises pursuant to the Sublease. The Subtenant waives any statutory
rights or rights at law pursuant to which it may continue to occupy the Leased
Premises.
7. The Tenant and the Subtenant represent and warrant that they have dealt with
no broker, finder, agent or other person in connection with the Sublease and
they agree to indemnify and hold the Landlord harmless from and against any
claims or causes of action for a commission or other form of compensation
arising from the Sublease or the Lease, whether advanced by Broker or any other
person or entity. The provisions of this paragraph will survive the termination
of the Sublease and any renewal thereof.
8. All capitalized terms uses herein, and not otherwise defined, have the
meaning ascribed to such terms in the Lease.
In witness whereof, the undersigned have executed this Consent By Landlord to
Sublease on this day of , 1999.
THE MANUFACTURERS LIFE INSURANCE COMPANY
(Landlord)
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Witness PER: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Leasing Manager
I/We have authority to bind the corporation
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Alliance for Converging Technologies Corp.
(Tenant)
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Witness PER: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Partner, COO
I/We have the authority to bind the corporation
Media Synergy Inc.
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Witness (Subtenant)
PER: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Controller
I/We have the authority to bind the corporation