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EXHIBIT 10.24
ASSIGNMENT AND ASSUMPTION OF LEASE
(0000 Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx)
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "ASSIGNMENT") is entered
into as of this 1st day of January, 1996 by and between APRIA HEALTHCARE, INC.,
a Delaware corporation ("ASSIGNOR"), and APRIA HEALTHCARE GROUP INC., a Delaware
corporation ("ASSIGNEE"), with reference to the following Recitals:
R E C I T A L S
A. Assignor is currently the tenant under that certain Building Lease
dated December 1, 1988 by and between X.X. Xxxxxxxxxx & Sons, a California
general partnership ("LANDLORD"), and Abbey Medical, Inc., a Delaware
corporation ("ABBEY"), as such lease has been amended from time to time (as
amended, the "LEASE") including, without limitation, by that certain Complete
Restatement of Lease Amendments and Amendment to Building Lease dated as of July
21, 1995 by and between Landlord and Assignor (the "RESTATEMENT"). All terms
used in this Assignment and not otherwise defined herein shall have the meaning
set forth in the Lease.
B. Pursuant to that certain Assignment, Assumption and Consent Re
Lease effective as of July 13, 1995, Abbey assigned to Assignor all right, title
and interest of Abbey as tenant in and under the Lease.
C. Assignor now wishes to assign to Assignee and Assignee wishes to
assume all right, title and interest of Assignor, as tenant, in and to the
Lease.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby assigns and
transfers to Assignee all right, title and interest of Assignor, as tenant, in,
to and under the Lease.
Assignee hereby accepts the foregoing assignment by Assignor and
assumes and agrees to be bound by and perform all obligations of the tenant
pursuant to the Lease and to abide by all the terms, provisions, covenants and
conditions of the Lease, including, but not limited to, those providing for the
payment of rent, additional rent and other charges, whether arising on, before
or after the date of this Assignment.
This Assignment is made in accordance with the provisions of Article
14 of the Lease. Pursuant to the terms of Article 14 of the Lease and Section
13(k)(vi) of the Restatement,
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Landlord's consent is not required for the effectiveness of this Assignment as
all conditions set forth therein are satisfied and Assignee qualifies as a
Permitted Assignee under the Lease.
This Assignment shall be binding upon and inure to the benefit of each
of Assignor and Assignee and their respective successors and assigns subject,
however, to the terms of the Lease with respect to any further assignment by
Assignee.
This Assignment will be effective as of the date hereof upon execution
and delivery by each of Assignor and Assignee.
EXECUTED as of the date first above written.
ASSIGNOR:
APRIA HEALTHCARE, INC.,
a Delaware corporation
By:
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Title:
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By:
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Title:
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ASSIGNEE:
APRIA HEALTHCARE GROUP INC.,
a Delaware corporation
By:
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Title:
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By:
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Title:
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