Exhibit 10.1
LICENSE TERMINATION
AGREEMENT
THIS LICENSE
TERMINATION AGREEMENT (“Agreement”) is executed as of
the 31st day of July, 2007, by and between Ozburn-Hessey Logistics,
LLC (“Licensor”), and Overstock.com, Inc.
(“Licensee”).
RECITALS
WHEREAS,
Licensor and Licensee executed that certain Standard Form License
Agreement, dated as of December 9, 2005 (the
“License”), whereby Licensor granted Licensee the right
to use approximately 400,359 rentable square feet at 1551 Opus
Drive in Plainfield, Indiana (the “Licensed
Premises”);
WHEREAS, Licensor
and Licensee executed that certain Amendment 1 to the License,
dated as of June 5, 2006 (“Amendment 1”), whereby
Licensee released and Licensor accepted 100,000 square feet of the
Licensed Premises and Licensee granted Licensor the option to
acquire an additional 100,000 square feet of the Licensed
Premises;
WHEREAS, Denso is
currently leasing space on a long-term basis in the Licensed
Premises directly from Licensor;
WHEREAS, there may
be other third parties who may lease space in the Licensed Premises
directly from Licensor after the Termination Date, but whom were
introduced to Licensor by Licensee prior to the Termination
Date;
WHEREAS, Licensee
desires to terminate the license in order to be relieved of all
liability for future rental payments, and Licensor has agreed to
terminate the License and release Licensee in accordance with the
terms hereof.
AGREEMENT
1.
Effective as of August 15, 2007 (the “Termination
Date”), Licensee surrenders the License and the Licensed
Premises demised by the License, and all rights thereunder, with
the intent that the unexpired term of the License and any renewals
shall be extinguished; and Licensee hereby releases, as of the
Termination Date, all of its right, title and interest in and to
the License and the Licensed Premises. Licensee covenants,
agrees and represents that it shall have no further right to
possession of the Licensed Premises from and after the Termination
Date, and Licensor covenants, agrees and represents that Licensee
shall have no further obligation or liability under the License or
with respect to the Licensed Premises after the Termination Date
except for such obligations or liabilities which arose prior to the
Termination Date, or, pursuant to the terms of the License, were
intended to survive the expiration thereof.
2.
The effectiveness of this Agreement, and the termination of the
License as described herein, is contingent upon the
following:
(a)
Licensee’
