10.5
ASSIGNMENT AND ASSUMPTION OF LEASES
THIS ASSIGNMENT, entered into this 24th day of January, 1997, by and
between SUNSHINE KEY ASSOCIATES LIMITED PARTNERSHIP, a Florida limited
partnership, hereinafter referred to as the "Assignor", and OHIO KEY I, INC., a
Florida corporation, hereinafter referred to as the "Assignee".
1. Definitions. The following terms shall have the respective meanings
specified below when used in this Assignment:
A. "Property" means the real property located in Monroe County,
Florida, described on Exhibit "1" attached hereto, together with all
buildings and improvements thereon, and all the tenements, hereditaments
and appurtenances thereto belonging or in anywise appertaining;
B. "Leases" mean (i) all leases, tenant registration agreements,
occupancy agreements, rental agreements, storage agreements, registration
cards, reservations for recreational vehicle park space(s), reservations
for boat slip(s), rental arrangements and all other agreements wherein
possessory, use or occupancy rights are granted or conveyed to a third
party with respect to the Property (or any portion thereof), and (ii) all
rental agreements, leases, rental arrangements, tenancies, use agreements
and occupancy agreements affecting the Property (or any portion thereof)
wherein the Assignor is the operator (as defined in Florida Statutes
(section)513.01), proprietor, lessor, landlord or other similarly
denominated party; and
C. "Security Deposits" mean any and all security deposits, advance
rental and reservation deposits held by, or paid to, Assignor on account of
the tenants, lessees, registrants, guests or any other third party under
the Leases.
2. Assignment. For and in consideration of the sum of Ten and NO/100
($10.00) Dollars and other good and valuable consideration, received on behalf
of the Assignee, at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, the Assignor hereby grants, bargains,
sells, assigns, conveys, transfers and sets over unto the Assignee all of the
Assignor's right, title and interest in and to the Leases and Security Deposits.
3. Assumption. In reliance upon the covenants and representations on the
part of the Assignor herein contained, the Assignee hereby assumes, and agrees
to be bound by all of the covenants, agreements and obligations of Assignor
under the Leases which shall arise, or which are required to be performed, after
the date of this Assignment, and Assignee further assumes all liability of
Assignor for the proper refund or return of the Security Deposits under said
Leases if, when and as required by said Leases or otherwise by law. Assignee
shall indemnify, defend and hold Assignor harmless from and against all
liabilities, damages, claims, costs, fees and expenses whatsoever (including
reasonable attorneys' fees and court costs) arising out of the obligations
assumed by Assignee pursuant to this Section 3.
4. Representation. The Assignor hereby represents and covenants as follows:
A. That the Assignor has good and lawful right, power and authority to
convey the Leases to the Assignee;
B. That the Assignor is not in default under any of said Leases;
C. That, except for the Leases, there are no tenancies, leases, rental
agreements or occupancy agreements affecting the Property or any portion
thereof; and
D. That the Assignor has performed all covenants, agreements and
obligations on its part to be performed under the terms of the Leases.
5. Binding Effect. This Assignment shall inure to the benefit of, and be
binding upon, each of the parties hereto and their respective heirs, personal
representatives, successors and assigns.
6. Attorneys' Fees. The Assignee shall be entitled to recover from the
Assignor all costs and expenses, including attorneys' fees, incurred by Assignee
as a consequence of the breach of any covenant, representation, and/or warranty
herein contained.
7. Counterparts. This Assignment may be executed and delivered in
counterparts, each of which shall be deemed to be a duplicate original hereof.
8. Effective Date. This Assignment shall be effective as of January 1,
1997.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and year first above written.
Signed, Sealed and Delivered Ohio Key I, Inc.
in the Presence of:
/s/ Xxxx Xxxxxxx By: /s/ C. Xxxx Xxxxx, Xx.
---------------- -----------------------------
C. Xxxx Xxxxx, Xx., President
"ASSIGNEE"
Signed, Sealed and Delivered Sunshine Key Associates Limited Partnership, a
in the Presence of: Florida limited partnership
/s/ Xxxx Xxxxxxx By: Infinity Investment Group, Inc.,
its general partner
By: /s/ C. Xxxx Xxxxx, Xx.
-----------------------------
C. Xxxx Xxxxx, Xx., President
"ASSIGNOR"
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STATE OF FLORIDA )
------- )
COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of
_______________, 1997, by C. Xxxx Xxxxx, Xx., the President of Ohio Key I, Inc.,
a Florida corporation, on behalf of said corporation. He is personally known to
me or has produced as identification.
My Commission Expires:
Notary Public, State of Florida
(SEAL)
Printed Notary Signature
STATE OF FLORIDA )
------- )
COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of
______________, 1997, by C. Xxxx Xxxxx, Xx., the President of Infinity
Investment Group, Inc., the general partner of Sunshine Key Associates Limited
Partnership, a Florida limited partnership, on behalf of said corporation and
partnership. He is personally known to me or has produced as identification.
My Commission Expires:
Notary Public, State of Florida
(SEAL)
Printed Notary Signature
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