Exhibit 2.5
ASSIGNMENT
THIS ASSIGNMENT ("Assignment"), dated as of December 21, 1998, is by and
among 0000 Xxxxxx Xxx Associates, a Delaware limited liability company
("Assignor"), TVCA, LLC, a Delaware limited liability company ("Assignee"), and
TeleVideo, Inc., a Delaware corporation ("Seller").
WHEREAS, Assignor has the contractual right to acquire certain real
property in San Jose, California ("Property") from Seller under that certain
Real Estate Purchase Agreement ("Purchase Agreement") dated December 21, 1998.
WHEREAS, Assignee has agreed to purchase and Assignor has agreed to sell
all of its right, title and interest in the Property and in the Purchase
Agreement.
WHEREAS, Assignee has agreed to assume, undertake and fulfill all of duties
and obligations of the Purchaser under the Purchase Agreement for the benefit of
Seller and to certify the representations and warranties made by Assignor to
Seller.
WHEREAS, The closing of the purchase and sale transaction between Seller
and Assignor is to occur on or before December 31, 1998. Immediately prior to
the closing of that transaction, the terms of this Assignment will take effect
and the Property will be transferred to Assignee.
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor does hereby assign and transfer all of Assignor's right, title,
interest, duties and obligations under the Purchase Agreement unto Assignee.
Assignee does hereby assume, undertake and fulfill all of Assignor's obligations
under the Purchase Agreement for the benefit of Seller and to certify the
representations and warranties made by Assignor to Seller and hereby agrees to
indemnify and hold Assignor harmless from all claims or causes of action arising
under the Purchase Agreement.
This Assignment shall become effective on the dated as contemplated above,
shall be governed by the laws of the State of California, and shall be binding
on the parties hereto and their successors and assigns.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the date and year first above written.
ASSIGNOR:
0000 XXXXXX XXX ASSOCIATES, LLC,
a Delaware limited liability company
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Xxxxx Xxxxxxxx, Manager
ASSIGNEE:
TVCA, LLC, a Delaware limited liability company
By: TVCA, Inc., a Delaware corporation
its manager
By: /s/ C. Xxxxxxxxx Xxxxx
-----------------------------------
C. Xxxxxxxxx Xxxxx XX, President
SELLER:
TELEVIDEO, INC.,
a Delaware corporation
By: /s/ K. Xxxxxx Xxxxx
-----------------------------------
K. Xxxxxx Xxxxx, CEO
FINOVA REALTY CAPITAL, INC.
a Delaware corporation
(Lender)
- and -
TELEVIDEO, INC.
a Delaware corporation
(Tenant)
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SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
-------------------------------
Dated: December __, 1998
Location: 0000 Xxxxxx Xxx
Xxx Xxxx, Xxxxxxxxxx
Section:
Block:
Lot:
County:
PREPARED BY AND UPON
RECORDATION RETURN TO:
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