{"id":41686,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/74-n-pasadena-avenue-pasadena-ca-premises-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"74-n-pasadena-avenue-pasadena-ca-premises-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/74-n-pasadena-avenue-pasadena-ca-premises-agreement.html","title":{"rendered":"74 N. Pasadena Avenue (Pasadena, CA) Premises Agreement &#8211; idealab! and GoTo.com Inc."},"content":{"rendered":"<pre>\n                               PREMISES AGREEMENT\n\n     THIS PREMISES AGREEMENT (this 'Agreement') is dated as of December 14,\n1999, and is made by and between Bill Gross' idealab!, a California corporation\n('idealab!'), and GoTo.com, Inc., a Delaware corporation ('GoTo'). idealab! and\nGoTo hereby agree as follows:\n\n     1. Recitals: This Agreement is made with reference to the fact that Parsons\nInformation &amp; Technology Group, Inc., as landlord ('Parsons'), and idealab!, as\ntenant, entered into that certain lease, dated as of June 17, 1999 (the\n'Original Lease'), as amended by that certain First Amendment to Lease dated\nAugust 18, 1999 (the 'Amendment') (the Original Lease, as amended by the\nAmendment shall be referred to herein as the 'Lease'), with respect to the\nsecond, third and eighth floors of the office building located at 74 N. Pasadena\nAvenue, Pasadena, California, consisting of approximately 87,192 rentable square\nfeet (the 'Premises'). A copy of the Lease is attached hereto as Exhibit A and\nincorporated by reference herein.\n\n     2. Premises: idealab! hereby agrees to rent to GoTo, and GoTo hereby agrees\nto rent from idealab!, the second and third floors of the Premises, consisting\nof approximately 58,128 rentable square feet of the Premises, as shown on\nExhibit B hereto (hereinafter, the 'Rented Premises'). This Agreement shall be\nat all times subject and subordinate to the Lease.\n\n     3. Term: The term of this Agreement (the 'Term') shall commence on January\n15, 2000 (the 'Commencement Date') and terminate on October 31, 2004, unless\nthis Agreement is sooner terminated pursuant to its terms or the Lease is sooner\nterminated pursuant to its terms. GoTo shall have the right to occupy the Rented\nPremises for purposes of constructing its improvements therein as of November 7,\n1999. Such occupancy (i) shall be subject to all of the provisions of this\nAgreement, except for the obligation to pay Rent (as defined below); and (ii)\nshall not advance the expiration date of this Agreement. GoTo shall be entitled\nto the benefit of any delay in the commencement date or obligation to pay rent\nas provided in the 'Fixturization Period' section of Section 1 of the Amendment.\nAt GoTo's request and expense, idealab! will enforce its rights under such\nprovision for the benefit of GoTo.\n\n     4. Security Deposit. Upon execution hereof, GoTo shall pay to idealab! the\nsum of One Hundred Twenty-Three Thousand Six Hundred Twenty-Six Dollars\n($123,626) in cash and a letter of credit in the amount of Two Hundred Fifty-One\nThousand Nine Hundred Six Dollars ($251,906) (the 'Letter of Credit') as a\ndeposit (collectively, the 'Security Deposit'). The Security Deposit shall be\nheld by idealab! without liability for interest as security for the faithful\nperformance by GoTo of all of the terms and conditions of this Agreement. The\nSecurity Deposit may be commingled with other funds of idealab!. If Rent (as\ndefined below) or any other sum payable by GoTo to idealab! hereunder shall be\noverdue and unpaid, or should GoTo fail to perform any of the covenants or\nconditions of this Agreement in each case after applicable notice and cure\nperiods, idealab! may at its option and without prejudice to any other available\nremedies, apply said Security Deposit to the payment of Rent, loss or damage\nsustained by idealab! due to such breach by GoTo. The Security Deposit shall be\nreturned to GoTo within thirty (30) days after expiration of the Term. The\nSecurity Deposit shall be held, and be subject to reduction, as set forth in\nSection 9 of the Amendment, as incorporated herein, including the provision for\npayment of interest thereon by idealab!\n\n\n                                       1\n\n\n     5. Rent:\n\n          A. Base Rent. GoTo shall pay to idealab! as rent for the Rented\nPremises ('Base Rent') for each month during the Term, (i) Sixty-Three Thousand\nTwo Hundred Eleven and 77\/100 Dollars ($63,211.77) for the period beginning\nJanuary 15, 2000 through January 31, 2000, (ii) One Hundred Sixteen Thousand\nFour Hundred Ten and 59\/100 Dollars ($116,410.59) per month beginning February\n1, 2000 through June 30, 2001, (iii) One Hundred Nine Thousand Nine Hundred\nThirty-Nine and 22\/100 Dollars ($109,939.22) per month for the period beginning\nJuly 1, 2001 through July 31, 2001 and (iv) One Hundred Three Thousand Four\nHundred Sixty-Seven and 84\/100 Dollars ($103,467.84) per month beginning August\n1, 2001 through the remainder of the Term. The foregoing amounts represent the\nBase Rent payable under the Lease attributable to the Rented Premises, plus the\nBase Rent payable thereunder with respect to the Rented Premises for the period\nfrom November 7, 1999 through January 14, 2000 amortized over the first eighteen\n(18) months of the Term. Base Rent for any period during the Term hereof which\nis for less than one (1) month of the Term shall be a pro rata portion of the\nmonthly installment. Base Rent shall be payable on the first day of each month\nwithout notice or demand and without any deduction, offset, or abatement, in\nlawful money of the United States of America. Base Rent and Additional Rent (as\ndefined below) shall be paid directly to idealab! at 130 W. Union Street,\nPasadena, CA 91103, Attn.: Accounting, or such other address as may be\ndesignated in writing by idealab!.\n\n          B. Monthly Costs. In addition to the Base Rent, GoTo shall be\nresponsible for its proportionate share of any payment of any operating\nexpenses, costs of maintenance, repair and improvements, taxes, assessments,\ninsurance costs, utility charges or any other amounts in connection with the use\nor occupancy of the Rented Premises payable by idealab! under the Lease. As used\nherein, 'proportionate share' shall mean 22.71% of the Building, and 66.67% of\nthe Premises.\n\n          C. Parking Rent. GoTo shall pay Parking Rent at the rates specified in\nSection 18 below. A full month of Parking Rent shall be charged for the use of\nparking spaces during any portion of a month. Parking Rent shall be due and\npayable at the same time as the Base Rent and shall include rent for parking\nspaces allocated in the prior month and not previously paid.\n\n          D. Taxes and Building Operating Expenses. GoTo shall pay to idealab!\nits proportionate share of Taxes and Building Operating Expenses (as defined in\nthe Lease) imposed on idealab! pursuant to Sections 5.2 and 6.1 of the Original\nLease.\n\n          E. Additional Rent. All monies other than Base Rent required to be\npaid by GoTo under this Agreement shall be deemed additional rent ('Additional\nRent'). Base Rent and Additional Rent are hereinafter collectively referred to\nas 'Rent.'\n\n          F. HVAC. GoTo shall be responsible for any charges for after hours use\nof the HVAC system that GoTo requested with respect to the Rented Premises\nduring the period which began on November 7, 1999 and ended on January 15, 2000.\nThe aggregate amount of such charges shall be pro-rated over the first eighteen\nmonths of this Agreement and paid as 'Additional Rent' hereunder on the first\nday of each such month without notice or demand and without any deduction,\noffset, or abatement, in lawful money of the United States of America.\n\n     6. Late Charge: If GoTo fails to pay to idealab! any amount due hereunder\nwithin ten (10) days after the due date, GoTo shall pay idealab! upon demand\ninterest on all amounts due, at a rate equal to the lesser of the prime rate\nquoted by the Bank of America plus two percent (2%) or the maximum rate allowed\nby law (the 'Interest Rate'), from the tenth (10th) day after the due date to\nand including the date of the payment.\n\n\n                                       2\n\n\n         7. Use: GoTo may use the Rented Premises only for the uses permitted\nunder the Lease. GoTo shall promptly and properly observe and comply with all\nlaws with respect to GoTo's use of the Rented Premises. Notwithstanding the\nforegoing, GoTo shall not be required to comply, or pay the cost of complying,\nwith any laws requiring the construction of structural alterations or\nimprovements to the Rented Premises, unless due to GoTo's particular use of the\nRented Premises or GoTo's improvements. GoTo shall comply with all restrictions\nset forth in the Lease and all rules and regulations promulgated from time to\ntime by Parsons. Notwithstanding anything to the contrary in this Agreement or\nin the Lease, GoTo shall not be permitted to sublicense or otherwise assign the\nRented Premises or any of its obligations hereunder to any party, except to an\nentity as described in Section 14.6 of the Lease.\n\n     8. Repairs: GoTo shall maintain in good order and condition the Rented\nPremises. This includes promptly reporting to idealab! all maintenance and\nrepairs needed for the Rented Premises. Should the need for repairs arise\ndirectly or indirectly from GoTo's abuse or neglect, GoTo shall be solely\nresponsible for the cost of such repairs.\n\n     9. Improvements: GoTo shall make any and all alterations and improvements\nrequired for the Rented Premises at its sole cost and expense. All such\nalterations or improvements shall require the prior consent of idealab!. Subject\nto the written consent of Parsons, idealab! hereby (i) consents to the\nconstruction by GoTo of the alterations as described in Exhibit C hereto and\n(ii) agrees that GoTo shall surrender such alterations upon the expiration of\nthe Term hereof.\n\n     10. Services: idealab! shall cause Parsons to provide the Rented Premises\n(i) twenty-four (24) hours per day, seven (7) days per week, water, gas,\nelectricity and sewer service, (ii) Monday through Friday, janitorial service\nand waste pick-up and (iii) heating, ventilating and air conditioning ('HVAC')\n(A) Monday through Friday from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00\na.m. to 1:00 p.m., except on holidays and (B) at all other times requested by\nGoTo, whereupon GoTo shall pay its proportionate cost of such HVAC.\n\n     11. Indemnity:\n\n          A. Except to the extent caused by the negligence or willful misconduct\nof idealab!, its agents, employees or invitees or idealab!'s breach of this\nAgreement, GoTo shall indemnify, defend with counsel reasonably acceptable to\nidealab!, protect and hold idealab! harmless from and against any and all\nclaims, liabilities, judgments, causes of action, damages, costs and expenses\n(including reasonable attorneys' and experts' fees), caused by or due to: (i)\nthe use, condition, operation or occupation by GoTo of the Rented Premises; (ii)\nany repairs, alterations, additions or changes made by GoTo, or idealab! on\nbehalf of GoTo, to the Rented Premises (the 'Alterations'), (iii) the negligence\nor willful misconduct of GoTo, its employees, agents, invitees, and licensees or\n(iv) any failure by GoTo to comply with the terms or conditions of this\nAgreement. GoTo's indemnification of idealab! shall survive termination of this\nAgreement.\n\n          B. Except to the extent caused by the negligence or willful misconduct\nof GoTo, its agents, employees or invitees or GoTo's breach of this Agreement,\nidealab! shall indemnify, defend with counsel reasonably acceptable to GoTo,\nprotect and hold GoTo harmless from and against any and all reasonable claims,\nliabilities, judgments, causes of action, damages, costs and expenses (including\nreasonable attorneys' and experts' fees) caused by or due to: (i) the negligence\nor willful misconduct of idealab!, its employees, agents, invitees or licensees;\nor (ii) any failure by idealab! to comply with the terms or conditions of this\nAgreement. idealab!'s indemnification of GoTo shall survive termination of this\nAgreement.\n\n     12. Insurance: GoTo shall keep in full force and effect, at GoTo's sole\ncost and expense, a commercial general liability policy of insurance, insuring\ncoverage of idealab! (as an additional insured) and GoTo in the amounts set\nforth in Section 9.3.1 of the Original Lease. The liability policy shall name\nidealab! and Parsons as an additional insured.\n\n\n                                       3\n\n\n     13. Release and Waiver of Subrogation: Notwithstanding anything to the\ncontrary herein, idealab! and GoTo hereby release each other, and their\nrespective agents, employees, subtenants, and contractors, from all liability\nfor damage to any property that is caused by or results from a risk which is\nactually insured against or which would normally be covered by 'all risk'\nproperty insurance, without regard to the negligence or willful misconduct of\nthe entity so released. Each party shall use its commercially reasonable efforts\nto cause each insurance policy it obtains to provide that the insurer thereunder\nwaives all right of recovery by way of subrogation as required herein in\nconnection with any injury or damage covered by the policy. If the insurance\npolicy cannot be obtained with the waiver of subrogation, or if the waiver of\nsubrogation is available only at additional cost and the party for whose benefit\nthe waiver is not obtained does not pay the additional cost, then the party\nobtaining the insurance immediately shall notify the other party.\n\n     14. Damage: If the Rented Premises, or any part thereof, are materially\ndamaged due to any peril, GoTo shall be entitled to an abatement of all Rent to\nthe extent of the interference with GoTo's use of the Rented Premises occasioned\nthereby. If the Rented Premises are materially damaged by any peril and the\nrepair would reasonably be expected to take more than one hundred eighty (180)\ndays, then (i) GoTo shall have the option to terminate this Agreement by\ndelivery of written notice thereof to idealab! and (ii) idealab! shall have the\nright to terminate this Agreement if the Lease is terminated by Parsons.\n\n     15. Assignment: Except to a subsidiary of GoTo or pursuant to a change of\ncontrol in GoTo or as otherwise permitted under Section 14.6 of the Original\nLease, as incorporated herein, GoTo may not assign this Agreement (including an\nassignment by operation of law), rent a portion of the Rented Premises or permit\nany use of the Rented Premises by another party, without the prior written\nconsent of idealab!.\n\n     16. Default: GoTo shall be in default of its obligations under this\nAgreement if any of the following events occur:\n\n          A. GoTo fails to pay any Rent when due, when such failure continues\nfor ten (10) days after written notice;\n\n          B. The legal abandonment of the Rented Premises by GoTo;\n\n          C. The failure of GoTo to do, or cause to be done, any act required by\nthis Agreement, other than payment of Rent or other charges, which failure\ncontinues for a period of ten (10) days after written notice or, if such breach\ncannot reasonably be cured within said ten (10) day period, GoTo fails to\ncommence curative action within said ten (10) day period and diligently to\npursue the same to completion;\n\n          D. To the extent permitted by law, any act of bankruptcy caused,\nsuffered or permitted by GoTo. For purposes of this Agreement, 'act of\nbankruptcy' shall include any of the following:\n\n               (i) Any general assignment for the benefit of creditors;\n\n               (ii) The filing of any petition by or against GoTo to have GoTo\nadjudged a bankrupt or a petition for reorganization or arrangement under Title\n11 of the United States Code relating to bankruptcy, as amended or comparable\nlaw, unless such petition is filed against GoTo and dismissed within ninety (90)\ndays;\n\n               (iii) The appointment of a trustee or receiver to take possession\nof substantially all of GoTo's assets located in the Rented Premises or GoTo's\ninterest in this Agreement; or\n\n               (iv) The attachment, execution or other judicial seizure of\nsubstantially all of GoTo's assets located in the Rented Premises, or GoTo's\ninterest in this Agreement.\n\n\n                                       4\n\n\n          E. GoTo commits any other act or omission which constitutes a default\nunder the Lease, which has not been cured after delivery of written notice and\npassage of the applicable grace period provided in the Lease.\n\n     17. Remedies: In the event of any default by GoTo, idealab! shall have all\nremedies provided under the Lease and by applicable law.\n\n     18. Parking: GoTo shall have the right to use, throughout the Term, three\nhundred (300) non-reserved parking spaces in the garage (the 'Base Parking') and\nshall pay as rent therefor Sixteen Thousand Five Hundred Dollars ($16,500) per\nmonth, which may be adjusted as provided in Section 5.1.2 of the Original Lease.\nIn the event that idealab! is able to lease, license and otherwise acquire the\nlegal right to use parking spaces at the parking garage located at 150-160 W.\nUnion Street, Pasadena, California, GoTo shall have the right to use for the\nremainder of the Term an additional twenty (20) non-reserved parking spaces in\nthe garage (the 'Additional Parsons Parking') and shall pay as rent therefor One\nThousand One Hundred Dollars ($1,100) per month. In addition, idealab! shall\nprovide for GoTo's use throughout the Term one hundred seven (107) parking\nspaces in reasonable proximity to the Premises (which number shall be reduced by\ntwenty (20) parking spaces in the event that GoTo has the right to use the\nAdditional Parsons Parking) (the 'Off-Site Parking'). GoTo shall pay as rent for\nthe Off-Site Parking idealab!'s actual cost for such the Off-Site Parking, not\nto exceed One Hundred Fifty Dollars ($150) per space. The rent for the Base\nParking, the Additional Parsons Parking and the Off-Site Parking shall be\ncollectively referred to herein as the 'Parking Rent'. GoTo shall also be\nresponsible for the parking charges related to the Base Parking for the period\nbeginning November 7, 1999 and ended January 15, 2000. Accordingly, for the\nfirst eighteen (18) months of this Agreement, GoTo shall pay an additional Two\nThousand Sixty-Three and 98\/100 Dollars ($2,063.98) per month for such parking\ncharges as 'Additional Rent' hereunder on the first day of each such month\nwithout notice or demand and without any deduction, offset, or abatement, in\nlawful money of the United States of America.\n\n     19. Broker: idealab! and GoTo each represent to the other that they have\ndealt with no real estate brokers, finders, agents or salesmen in connection\nwith this transaction and that no liability has been incurred, nor will be\nincurred, directly or indirectly, for brokerage or finders' fees or agents'\ncommissions or any similar charges in connection with this Agreement or the\ntransactions contemplated hereby. Each party agrees to hold the other party\nharmless from and against all claims for brokerage commissions, finder's fees or\nother compensation made by any other agent, broker, salesman or finder as a\nconsequence of such party's action or dealings with such agent, broker,\nsalesman, or finder.\n\n     20. Notices: Unless at least five (5) days' prior written notice is given\nin the manner set forth in this section, the address of each party for all\nnotices and other communications required or permitted hereunder shall be that\naddress set forth below their signatures at the end of this Agreement. All\nnotices, demands or communications in connection with this Agreement shall be\npersonally delivered or properly addressed and deposited in the mail (certified,\nreturn receipt requested, and postage prepaid) or delivered by a reputable\ncourier. Notices shall be deemed delivered (a) upon receipt, if personally\ndelivered, (b) three (3) business days after mailing, if mailed as set forth\nabove or (c) the number of days indicated by such courier. Notwithstanding the\nforegoing, all notices given to Parsons under the Lease shall be considered\ndelivered only when delivered in accordance with the Lease.\n\n     21. idealab!'s Obligations with Respect to the Lease: idealab! shall fully\nperform all of its obligations under the Lease to the extent GoTo has not\nexpressly agreed to perform such obligations under this Agreement. idealab!\nshall not terminate the Lease, amend or waive any provisions under the Lease or\nmake any elections, exercise any right or remedy or give any consent or approval\nunder the Lease that would materially adversely affect GoTo's use of the Rented\nPremises or materially increase GoTo's obligations or materially decrease GoTo's\nrights under this Agreement, without GoTo's prior written consent, which shall\n\n\n                                       5\n\n\nnot be unreasonably withheld, conditioned or delayed. idealab!, with respect to\nthe obligations of Parsons under the Lease, shall use its diligent good faith\nefforts to cause Parsons to perform such obligations for the benefit of GoTo.\nSuch diligent good faith efforts shall include, without limitation, upon GoTo's\nwritten request, immediately notifying Parsons of its nonperformance under the\nLease and requesting that Parsons perform its obligations under the Lease.\n\n     22. Quiet Enjoyment: GoTo shall peacefully have, hold and enjoy the Rented\nPremises, subject to the terms and conditions of this Agreement, provided that\nthere is not a default by GoTo. In the event, however, that idealab! defaults in\nthe performance or observance of any of idealab!'s remaining obligations under\nthe Lease or fails to perform idealab!'s stated obligations under this\nAgreement, then GoTo shall give idealab! notice specifying in what manner\nidealab! has defaulted, and if such default shall not be cured by idealab!\nwithin thirty (30) days thereafter (except that if such default cannot be cured\nwithin said thirty (30) day period, this period shall be extended for an\nadditional reasonable time, provided that idealab! commences to cure such\ndefault within such thirty (30) day period and proceeds thereafter to effect\nsuch cure), then GoTo shall be entitled to cure such default and promptly\ncollect from idealab! GoTo's reasonable expenses in so doing (including, without\nlimitation, reasonable attorneys' fees and court costs). GoTo shall not be\nrequired, however, to wait the entire cure period described herein if earlier\naction is required to comply with the Lease or with any applicable governmental\nlaw, regulation or order.\n\n     23. Other Terms: Except as set forth below, the terms and conditions of\nthis Agreement shall include all of the terms of the Lease and such terms are\nincorporated into this Agreement as if fully set forth herein, except that: (i)\neach reference in such incorporated sections to 'Lease' shall be deemed a\nreference to 'Premises Agreement'; (ii) each reference to the 'Premises' shall\nbe deemed a reference to 'Rented Premises'; (iii) each reference to 'Lessor' and\n'Lessee' shall be deemed a reference to 'idealab!' and 'GoTo', respectively,\nexcept as otherwise expressly set forth herein, and (iv) with respect to work,\nservices, repairs, restoration, insurance, indemnities, representations,\nwarranties or the performance of any similar obligation of Parsons under the\nLease, the sole obligation of idealab! shall be to request the same in writing\nfrom Parsons as and when requested to do so by GoTo, and to use idealab!'s\nreasonable efforts to obtain Parsons' performance. Notwithstanding the\nforegoing, (a) the following provisions of the Lease shall not be incorporated\nherein: Sections 1.1, 2.1, 3.2 (the first paragraph only), 3.2.1 (the first\nsentence only), 4.1, 5.1 (except Section 5.1.4), 5.5, 19.2.1, 19.2.9, 24.1, 28\nand 29.19 (except 29.19.5, after the first comma) and Exhibits A, B (Article VII\nonly) and D of the Original Lease and Sections 1 (except the 'Fixturization\nPeriod' section), 2, 3 (the first sentence and the first subpart (i) only), 5, 7\nand 9.2 of the Amendment; (b) references in the following provisions to 'Lessor'\nshall mean Parsons only: Sections 3.1, 3.2.2, 3.3, 3.4, 5.2.1, 5.2.2.1, 6, 7.3,\n8, 17, 18.2, 18.5, 22 and 29.13 and Exhibits C and E of the Original Lease and\nSection 3 of the Amendment; and (c) references in the fourth line of Section 9.4\nof the Original Lease to 'Lessor' shall mean Parsons and idealab!. In the event\nof a conflict between the express provisions hereof or the incorporated\nprovisions of the Lease, the express provisions hereof shall prevail.\n\n     24. Miscellaneous: This Agreement shall in all respects be governed by and\nconstrued in accordance with the laws of the State of California. If any term of\nthis Agreement is held to be invalid or unenforceable by any court of competent\njurisdiction, then the remainder of this Agreement shall remain in full force\nand effect to the fullest extent possible under the law, and shall not be\naffected or impaired. This Agreement may not be amended except by the written\nagreement of all parties hereto. Time is of the essence with respect to the\nperformance of every provision of this Agreement in which time of performance is\na factor. Any executed copy of this Agreement shall be deemed an original for\nall purposes. This Agreement shall, subject to the provisions regarding\nassignment, apply to and bind the respective heirs, successors, executors,\nadministrators and assigns of idealab! and GoTo. The language in all parts of\nthis Agreement shall in all cases be construed as a whole according to its fair\nmeaning, and not strictly for or against either idealab! or GoTo. The captions\nused in this Agreement are for convenience only and shall not be considered in\nthe construction or interpretation of any provision hereof. When a party is\nrequired to do something by this Agreement, it shall do so at its sole cost and\nexpense without right of reimbursement from the other party \n\n\n\n                                       6\n\n\nunless specific provision is made therefor. Whenever one party's consent or\napproval is required to be given as a condition to the other party's right to\ntake any action pursuant to this Agreement, then such consent or approval shall\nnot be unreasonably withheld or delayed. If either party brings any action or\nlegal proceeding with respect to this Agreement, the prevailing party shall be\nentitled to recover reasonable attorneys' and experts' fees and court costs.\n\n     25. Option Space: GoTo shall have the right to lease additional premises in\nthe West Annex as set forth in Section 6 of the Amendment. At GoTo's request,\nidealab! will exercise its rights under Section 6 of the Amendment for GoTo's\nbenefit and as directed by GoTo. Any such additional premises shall become\nadditional Rented Premises hereunder, and the parties shall execute an amendment\nto the Premises Agreement to incorporate such additional premises.\n\n     26. Option to Extend: GoTo shall have the option to extend the Term as set\nforth in Section 29.19.5 of the Original Lease. At GoTo's request, idealab! will\nexercise its rights under Section 29.19.5 of the Original Lease for GoTo's\nbenefit and as directed by GoTo.\n\n     27. Signage: GoTo shall have the signage rights as set forth in Section 8\nof the Amendment.\n\n     28. Agreements by Parsons: The obligations of GoTo hereunder are\nconditioned on GoTo's receipt within twenty (20) days from the date hereof of\nwritten agreement by Parsons to the items set forth in Exhibit D hereto. GoTo\nshall have the right to terminate this Agreement at any time prior to receipt of\nsuch agreement by delivering written notice thereof to idealab!\n\n     IN WITNESS WHEREOF, the parties have executed this Premises Agreement as of\nthe day first above written.\n\nIDEALAB!:                                  GOTO:\n\nBILL GROSS' IDEALAB!,                      GOTO.COM, INC.,\na California corporation                   a Delaware corporation\n\nBy:                                        By:\n   -------------------------------             -----------------------------\nName:                                      Name:\n      -----------------------------            -----------------------------\nIts:                                       Its:\n     ------------------------------            ------------------------------\n\nAddress: 130 W. Union Street               Address: 140 W. Union Street\n         Pasadena, CA  91103                        Pasadena, CA  91103\nAttn.:   Chief Operating Officer           Attn.:   Chief Financial Officer\n\n\n\n                                       7\n\n\n\n                                    EXHIBIT A\n\n                                      LEASE\n\n\n\n                                       8\n\n\n\n\n\n\n                                    EXHIBIT B\n\n                                  THE PREMISES\n\n\n\n\n                                       9\n\n\n\n\n                                    EXHIBIT C\n\n                                   ALTERATIONS\n\n                            [To be completed by GoTo]\n\n\n\n\n                                       10\n\n\n\n                                    EXHIBIT D\n\n                              AGREEMENTS BY PARSONS\n\n\n     Parsons hereby consents to the Premises Agreement dated December ___, 1999\nbetween Bill Gross' idealab! and GoTo.com, Inc. and agrees that, notwithstanding\nanything to the contrary in the Lease:\n\n\n     (a) Parsons hereby agrees that the release and waiver of subrogation set\nforth in Section 13 of the Premises Agreement shall apply as between Parsons,\nidealab! and GoTo.\n\n     (b) GoTo may, without Parsons' prior written consent, sublet the Rented\nPremises or assign the Premises Agreement to an entity as described in Section\n14.6 of the Lease.\n\n     (c) Parsons hereby consents to the construction by GoTo of the alterations\ndescribed in Exhibit C to the Premises Agreement and agrees that such\nalterations may be surrendered upon the termination o the Lease (provided GoTo\nrestores the ceiling of the Rented Premises to a 'dropped ceiling' if requested\nby Parsons' next tenant).\n\n     (d) Parsons hereby consents to GoTo's installation of signage as set forth\nin Section 8 of the First Amendment to the Lease.\n\n\n                                       11\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7665],"corporate_contracts_industries":[],"corporate_contracts_types":[9583,9579],"class_list":["post-41686","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gotocom-inc","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41686","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41686"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41686"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41686"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41686"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}