LEASE AGREEMENT 351: LEASE ASSIGNMENT, ASSUMPTION AND GUARANTEE NECESSITATED BY CORPORATE ACQUISITION $49.95
ASSIGNMENT AND GUARANTEE AGREEMENT
This Assignment and Guarantee Agreement (this "Agreement"), dated as of ______________, by and among Acquiring Entity, Inc.., a _________ corporation ("Acquiring Company"), Acceptable Tenant, Inc., a _______________ corporation ("Tenant"), and Commercial Property Landlord, LLC, a _______________ limited liability company ("Landlord").
A. Tenant is engaged in the business of developing, manufacturing and marketing a suite of products consisting of __________________ and providing customer support relating to such products (collectively, the "Business");
B. Tenant and Acquiring Company have entered into an Amended and Restated Asset Purchase Agreement dated as of _____________ pursuant to which Acquiring Company shall acquire the Business from Tenant on a on a going-concern basis (the "Acquisition Transaction");
C. The Business is located at and managed from the building located at _____________________ (the "Premises");
D. Tenant leases the Premises from Landlord pursuant to that certain Real Property Lease dated ___________ (the "Lease");
E. Landlord has acquired all of the Original Landlord's interests in the Premises, and is now the "Landlord" under the Lease;
F. In connection with the closing of the Acquisition Transaction, Tenant shall sell, assign, transfer and convey to Acquiring Company, and Acquiring Company shall assume, all of Tenant's rights and interests under the Lease for the Premises, and the parties desire to enter into this Agreement to evidence, among other things, such assignment of the Lease from Tenant to Acquiring Company; and
G. Tenant has previously provided Landlord with notice, pursuant to Section 36(a) of the Lease, of Tenant's intent to assign the Lease to Acquiring Company, and Tenant has agreed in connection with such assignment to guarantee Acquiring Company's obligations under the Lease pursuant to the terms of this Agreement. In consideration of such guarantee by Tenant and the assumption of the Lease by Acquiring Company, Landlord has agreed to consent to such assignment.
Now, Therefore, in consideration of the foregoing and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:
1. Assignment of Lease.
Effective immediately upon closing of the Acquisition Transaction, Tenant hereby grants, sells, conveys, transfers, assigns, releases and delivers to Acquiring Company all of Tenant's rights and interests under the Lease, to have and hold the same unto itself, its successors and assigns, and Acquiring Company hereby accepts such grant, sale, conveyance, transfer, assignment, release and delivery.
2. Acceptance of Assignment and Assumption of Lease Obligations.
Effective immediately upon closing of the Acquisition Transaction, Tenant hereby transfers, assigns and delegates to Acquiring Company all of Tenant's obligations under the Lease, and Acquiring Company hereby accepts such transfer, assignment and delegation and assumes and agrees for the benefit of Landlord to be bound by all of the terms, conditions and covenants of the Lease to be performed by Tenant, and agrees to faithfully pay, perform and discharge all of Tenant's obligations under the Lease when due.
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