ASSIGNMENT OF LEASE
THIS AMENDED ASSIGNMENT OF LEASE (“Agreement”) is made and entered into as of the 31 st day of July 2007 (“Effective Date”), by and between One World Energy Corporation, (“Assignee”), and Millwood Development Inc. (“Assignor”) (hereinafter together sometimes referred to as “the Parties”). This Agreement supersedes the prior Assignment entered into on or about June 11, 2007, between the Assignor and Inform Worldwide Holdings, Inc.
A. Assignor, as lessee, has executed that two certain Leases, dated December 06, 2006 (“Matoncha”), and October 28, 2006 (“Selinger”) covering those certain premises and related improvements described on Exhibit A attached hereto (the “Premises”).
B. Assignor desires to assign its rights as lessee in the Lease to Assignee, and Assignee desires to accept the assignment of the Lease and to assume the obligations of Assignor under the Lease, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration for entering into the Independent Contractor Agreement entered into on or about July 31, 2007, and for promises and conditions contained in this Agreement, with the parties intending this Assignment to be legally binding, Assignor and Assignee hereby agree as follows:
1. Assignment and Assumption of Lease . Subject to the provisions of this Agreement, Assignor does hereby assign, transfer, set over and deliver to Assignee all of its right, title and interest in and to the Lease, and by accepting this assignment and by the execution of this Agreement, Assignee hereby assumes the payment and performance of, and agrees to pay, perform and discharge, as a direct obligation of Assignee, all of Assignor’s duties and other obligations under the terms, covenants and conditions of the Lease, including, without limitation, the payment of rent and compliance with all terms, covenants and conditions of the Lease. Except as otherwise expressly provided in this Agreement, all the terms, covenants and conditions of the Lease remain in full force and effect as applied to Assignee.
2. Restrictions . The assignment of the Lease is made subject, subordinate and inferior to any easements, covenants and other matters and exceptions of record or apparent as of the date of this Agreement.
3. “AS IS” . ASSIGNEE ACKNOWLEDGES AND AGREES, BY ITS ACCEPTANCE HEREOF, THAT, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, ASSIGNOR IS ASSIGNING THE LEASE AND DELIVERING THE PREMISES “AS IS, WHERE IS” AND IN ITS PRESENT CONDITION WITH ALL FAULTS, AND THAT ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE STATUS, NATURE, QUALITY OR CONDITION OF THE LEASE OR THE LEASED PREMISES.
4. Indemnification .
(a) Assignee hereby agrees to indemnify, def