EXHIBIT 10.10.5
A S S I G N M E N T
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THIS ASSIGNMENT, entered into by and between THREE-0-ONE
CORPORATION, a Nevada Corporation, hereinafter referred to as
"ASSIGNOR" and THE XXXXXXX COMPANY and XXXXXXXX X. XXXXXXX, d/b/a
NEVADA BUILDING COMPANY, a CO-Partnership, hereinafter referred to as
"ASSIGNEE".
W I T N E S S E T H:
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WHEREAS, H. XXXX XXXXXXX is the Lessee under the terms of
that certain Lease Agreement by and between LAS VEGAS LODGE NO. 32,
FREE AND ACCEPTED MASONS, as Lessor, dated the 21st date of July,
1954, under the terms of which the Lessor has leased unto the lessee
the real property situated in the City of Las Vegas, Xxxxx County,
Nevada, described as follows:
Xxxx 0, 0, 0, xxx 0, xx Xxxxx 30, Xxxxx'x Las Vegas
Townsite, as recorded in Book 1 of Plats, page 37, in the
office of the County Recorder for Xxxxx County, Nevada.
Together with all and singular, buildings and improvements
thereon situated and the tenements, hereditaments and
appurtenances thereunto belonging or in anywise
appertaining; and
WHEREAS, H. XXXX XXXXXXX is the Lessee under the terms of
that certain Amendment to Lease Agreement dated the 24th day of July,
1954, which amended that certain Lease Agreement dated the 21st day of
July, 1954, by and between LAS VEGAS LODGE NO. 32, FREE AND ACCEPTED
MASONS, as Lessor, and H. XXXX XXXXXXX, as LESSEE, and
WHEREAS, XX XXXXXXXX, acting for and on behalf of H. XXXX
XXXXXXX by and through a power of attorney from H. XXXX XXXXXXX to XX
XXXXXXXX dated the 26th day of July, 1954, did assign to XXXXX
XXXXXXXXX all the right, title and interest of H. XXXX XXXXXXX in and
to that certain LEASE AGREEMENT dated the 21st day of July, 1954, and
that certain Amendment to the Lease Agreement dated the 24th day of
July, 1954, wherein H. XXXX XXXXXXX is the Lessee and the LAS VEGAS
LODGE NO. 32, FREE AND ACCEPTED MASONS of Las Vegas, Nevada is the
Lessor, providing for the leasing from the Lessor to the Lessee the
real property hereinbefore described; and
EXHIBIT "C" PAGE 42
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WHEREAS, XXXXX XXXXXXXXX, as Assignee of H. XXXX XXXXXXX
under the terms of the Lease Agreement and Amendment to Lease
Agreement hereinbefore described did, on the 14th day of October,
1954, execute a Supplemental Agreement amending said Lease Agreement
dated July 21, 1954, wherein H. XXXX XXXXXXX is the Lessee and the LAS
VEGAS LODGE NO. 32 FREE AND ACCEPTED MASONS of LAS VEGAS, NEVADA is
the Lessor; and
WHEREAS, XXXXX XXXXXXXXX, as Assignee of H. XXXX XXXXXXX did
assign to THREE-0-ONE CORPORATION, a Nevada Corporation, all right,
title and interest of XXXXX XXXXXXXXX in and to that certain Lease
Agreement dated the 21st day of July, 1954, and that certain Amendment
to Lease Agreement dated the 24th day of July, 1954 and that certain
Supplemental Agreement dated the 14th day of October, 1954, by and
between the parties as hereinabove described, and
WHEREAS, the Assignor and Assignee have entered into an
escrow agreement No. 81991 on the 26th day of April, 1972;
NOW, THEREFORE, for value received, the receipt of which is
hereby acknowledged, THREE-0-ONE CORPORATION, a Nevada Corporation, assigns to
THE XXXXXXX COMPANY, and XXXXXXXX X. XXXXXXX, d/b/a NEVADA BUILDING COMPANY, a
Co-Partnership, with it principal place of business in the City of Las Vegas,
County of Xxxxx, State of Nevada, subject to all previous encumbrances on the
Leasehold property, all of its right, title and interest in and to that certain
Lease Agreement dated the 21st day of July, 1954, and that certain Amendment to
the Lease Agreement dated the 24th day of July, 1954, wherein H. Xxxx Xxxxxxx is
the Lessee and the Las Vegas Lodge No. 32, Free and Accepted Masons of Las
Vegas, Nevada, is the Lessor, which Lease Agreement and Amendments to the Lease
Agreement provides for the leasing of the real property from the Lessor to the
Lessee, as hereinabove described. Together with that certain Supplemental
Agreement of October 14, 1954, amending said Lease Agreement of July 21, 1954,
in which Supplemental Agreement, XXXXX XXXXXXXXX, as Assignee of H. XXXX
XXXXXXX, is the Lessee and Las Vegas Lodge No. 32, Free and Accepted Masons of
Las Vegas, Nevada is the Lessor.
EXHIBIT "C" PAGE 43
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Assignor and Assignee hereby agree that this Assignment is
made subject to all the terms and conditions of said Lease Agreement,
Amendment to Lease Agreement, and Supplemental Agreement of October
14, 1954, and subject to all previous encumbrances on the leasehold
property. Assignee further agrees to guarantee and hold harmless the
Assignor from said previous encumbrances as described in Escrow Number
8199-J.
Assignor does hereby remise, release and quitclaim unto
Assignee, all of its right, title and interest in and to the real
property described herein.
Assignee does hereby further agree that for and in
consideration of the promises and covenants contained herein; that
Assignee will at all times indemnify and keep indemnified the
Assignor; and hold and save him harmless from and against any and all
previous encumbrances as described in Escrow No. 8199-J, actions or
causes of action, whether at law or in equity, claim, demands,
liabilities, loss, damage, or expense of whatsoever kind and nature
including counsel or attorneys' fees, whether incurred under retainer
or salary or otherwise; which Assignee shall or may at any time
sustain or incur by reason or in consequence of the Assignment of this
Lease by Assignor to Assignee and/or the Lease Agreement dated the
21st day of July, 1954, the Amendment to the Lease Agreement dated the
24th day of July, 1954, and that certain Supplemental Agreement of
October 14, 1954, including any suit instituted to enforce the
obligations of this Agreement of indemnity, and we will pay to the
Assignor, or his heirs or assigns, all sums of money, with interest,
which Assignor shall or may loan, advance pay or cause to be paid, or
become liable to pay, on account of or in connection with the
assignment of this lease, and we will make such payment to Assignor as
soon as he shall become liable therefor, whether he shall have paid
out such sum, or any part thereof, or not.
EXHIBIT "C" PAGE 44
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IN WITNESS WHEREOF, we have hereunto set our hands this 7th day
of August, 1972.
THREE-O-ONE CORPORATION
By s/s XXXXX X. XXXXX, PRESIDENT
-------------------------------------
Xxxxx X. Xxxxx
By s/s X.X. XXXXXX, SEC. TREASURER
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X.X. Xxxxxx,
ASSIGNOR
THE XXXXXXX COMPANY
and
XXXXXXXX X. XXXXXXX
d/b/a
NEVADA BUILDING COMPANY
By s/s XXXXXXXX X. XXXXXXX
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Xxxxxxxx X. Xxxxxxx
By s/s THE XXXXXXX COMPANY, X.X. XXXXXXX PRES.
--------------------------------------
The Xxxxxxx Company, X.X. Xxxxxxx PRES.
ASSIGNEE
STATE OF NEVADA ) Return to:
) SS: NEVADA SOUTHERN TITLE, INC.
COUNTY OF XXXXX ) 0000 XXXX XXXXXX, XXXX. #0
XXX XXXXX, XXXXXX 00000
XXX 8199 J
On this 7th day of August, 1972
personally appeared before me, a Notary Public, in and
for said County and State, ____________________________
XXXXX X. XXXXX XXX and X.X. XXXXXX
______________________________________________________
known to me to be the persons described in and who executed
the foregoing instrument, who acknowledged to me that they
executed the same freely and voluntarily and for the uses
and purposes therein mentioned.
NOTARY PUBLIC - STATE OF NEVADA CERTIFIED TO BE A TRUE AND
XXXXX COUNTY CORRECT COPY OF THE ORIGINAL
XXX XXXXXXXX NEVADA SOUTHERN TITLE, INC.
My Commission Expires May 19, 1973 BY /s/ XXX
STATE OF NEVADA )
) SS:
COUNTY OF XXXXX )
On this 7th day of August, 1972
personally appeared before me, a Notary Public, in and
for said County and State,____________________________
XXXXXXXX X. XXXXXXX and X.X. XXXXXXX
______________________________________________________
known to me to be the persons described in and who executed
the foregoing instrument, who acknowledged to me that they
executed the same freely and voluntarily and for the uses
and purposes therein mentioned.
NOTARY PUBLIC - STATE OF NEVADA INST. NO. 213615
XXXXX COUNTY OFFICIAL RECORD BOOK NO. 254
XXX XXXXXXXX RECORDED AT REQUEST OF
My Commission Expires May 19, 1973 NEVADA SOUTHERN TITLE, INC.
AUG 11 2:40PM '72
XXXXX COUNTY, NEVADA
XXXX X. XXX, RECORDER
EXHIBIT "C" PAGE 45
