ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease is made as of the 2nd day of
November, 1999, by and between Xxxxxxxxx, Inc., a Nevada corporation
("Assignor") and Legred Xxxxxxxxx Genetics, Inc., a Nevada corporation
("Assignee").
WITNESSETH:
Whereas, Assignee is a wholly owned subsidiary of Assignor; and
Whereas, Assignor desires to assign to Assignee all of Assignor's right,
title and interest in and to that certain Lease dated November 2, 1999, by and
between Assignor, as Tenant, and Xxxx Xxxxxx and Xxxxx Xxxxxx as Lessors, for
premises described in Exhibit "A" attached hereto (the "Lease");
Now, therefore, in consideration of the mutual agreements hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of
which are acknowledged by each of the parties hereto, Assignor and Assignee do
hereby agree as follows:
1. ASSIGNMENT. Assignor hereby assigns, grants, bargains, sells, conveys,
transfers and sets over unto Assignee, its successors and assigns, as of the
Effective Date (as defined below), all of assignor's right, title and interest
as Tenant in and to the Lease.
2. ASSUMPTION. Assignee hereby accepts the foregoing assignment and, in
consideration thereof, Assignee hereby covenants and agrees that, on and after
the Effective Date, Assignee will assume the lessee's obligations under the
Lease arising and accruing on and after the Effective Date, and will assume
observe, perform, fulfill and be bound by all terms, covenants, conditions and
obligations of the leassee under the Lease which arise and accrue on and after
the Effective Date and are to be observed, performed and fulfilled by the lessee
named therein on and after the Effective Date in the same manner and to the same
extent as if Assignee were the Tenant named therein.
3. INDEMNIFICATION. Assignee hereby indemnifies Assignor, and agrees to
defend and hold harmless Assignor from and against any and all liability, loss,
damage and expense, including without limitation reasonable attorneys' fees,
which Assignor may or shall incur under the Lease by reason of any failure or
alleged failure of Assignee to comply with or to perform, on or after the
Effective Date, all the obligations of the lessee thereunder which are to be
performed on or after the Effective Date. Assignee agrees that the obligations
assumed shall benefit the Lessors named in the Lease as well as Assignor and is
subject to the terms of the Lease by which both Assignee and Assignor agree to
be bound.
4. SUCCESSORS AND ASSIGNS. The terms and conditions of this agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
5. COUNTERPARTS. This Assignment and Assumption of Lease may be executed in
counterparts, each of which will be deemed an original document, but all of
which will constitute a single document.
6. EFFECTIVE DATE. The "Effective Date," as used herein, shall mean
November 2, 1999.
7. AUTHORITY. the contractual authority of the Assignor to enter into this
agreement is set out in Section 10.2 of the Lease.
ASSIGNOR:
XXXXXXXXX, INC.
BY /s/ XXXXXXX X. XXXXXX
---------------------
Xxxxxxx X. Xxxxxx, President
ASSIGNEE:
LEGRED XXXXXXXXX GENETICS, INC.
BY /S/ XXXXXXX X. XXXXXX
---------------------
Xxxxxxx X. Xxxxxx, President
MY COMMISSION EXPIRES MARCH 18, 0000
XXXXX XX XXXXX XXXXXXXX )
) ss.:
COUNTY OF CHARLESTON )
On the 16th day of December, 1999, before me personally came Xxxxxxx X.
Xxxxxx, to me known, who being by me duly sworn, did depose and say that he is
the President of Xxxxxxxxx, Inc., the corporation described in and which
executed the foregoing Assignment and Assumption of Lease agreement and that he
signed his name thereto by order of the Board of Directors of said corporation.
/s/ XXXXX XXXXXXXX
------------------
Notary Public
MY COMMISSION EXPIRES MARCH 18, 0000
XXXXX XX XXXXX XXXXXXXX )
) ss.:
COUNTY OF CHARLESTON )
On the 16th day of December, 1999, before me personally came Xxxxxxx X.
Xxxxxx, to me known, who being by me duly sworn, did depose and say that he is
the President of Legred Xxxxxxxxx Genetics, Inc., the corporation described in
and which executed the foregoing Assignment and Assumption of Lease agreement
and that he signed his name thereto by order of the Board of Directors of said
corporation.
/s/ XXXXX XXXXXXXX
------------------
Notary Public
3
EXHIBIT "A"
The Northwest Quarter of the Southwest Quarter of Section Nineteen (19) in
township One Hundred One (101) North, Range Twenty-five (25) West of the Fifth
Principal Meridian in the County of Faribault and State of Minnesota.
A tract commencing at the Southwest corner of the Southwest Quarter of the
Northwest Quarter of said Section Nineteen (19), running thence East 39 rods,
thence North 24 rods, thence West 39 rods, thence South 24 rods to the point of
beginning.
Excepting from the above two tracts the following described premises:
A tract of land in the Southwest Quarter of the Northwest Quarter and the
Northwest Quarter of the Southwest Quarter of Section 19, Township 101
North, Range 25 West in Faribault County, Minnesota described as follows:
Beginning at the Southwest corner of the Northwest Quarter of
Section 19, Township 101 North, Range 25 West in Faribault
County, Minnesota; thence South 0 degrees 00 minutes 00 seconds
West (assumed bearing) along the West line of the Southwest
Quarter a distance of 75.92 feet; thence North 90 degrees 00
minutes 00 seconds East a distance of 503.00 feet to an iron pipe
survey marker; thence North 0 degrees 00 minutes 00 seconds East
a distance of 471.92 feet, more or less, to the North line of the
South 396.00 feet of the Southwest Quarter of the Northwest
Quarter of Section 19; thence Westerly along the North line of
the South 396.00 feet of the Southwest Quarter of the Northwest
Quarter a distance of 503.00 feet to the West line of the
Northwest Quarter; thence South 0 degrees 00 minutes 00 seconds
West along the West line of the Northwest Quarter a distance of
396.00 feet to the point of beginning. Subject to an easement for
public roadway right-of-way along the West line of Section 19.
