EXHIBIT 10.4.3
ASSIGNMENT OF LEASE
THIS ASSIGNMENT OF LEASE (the "Assignment") is made and entered into as of
the 16th day of September, 1997 (the "Effective Date"), by and between ATLANTIC
DESIGN COMPANY, INC., a New York corporation ("Assignor") and THE SMT CENTRE
S.E. INC., a North Carolina corporation (the "Assignee").
RECITALS:
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A. Pursuant to the terms and conditions set forth in that certain Asset
Purchase Agreement entered into as of the 16th day of September, 1997 (the
"Agreement"), pursuant to which Assignor agreed to sell certain assets described
therein, including all of the Assignor's right, title and interest in and to
that certain Lease Agreement between Xxxxxxx and Xxxxxxx (the "Landlord") and
Assignor dated as of the 1st day of September, 1996 and that certain Letter of
Understanding between Landlord and Assignor dated January 7, 1997 (the Original
Lease, as amended, shall hereinafter be called the "Lease").
B. The Lease covers certain real property and improvements located in
Charlotte, North Carolina at 0000 Xxxxxxxxx Xxxxxxxxx, such property being more
particularly described in the Lease (the "Property").
C. As contemplated by the terms of the Agreement, the Assignor and the
Assignor now desire to enter into this Assignment to evidence the assignment of
the Lease to the Assignee and the assumption of the obligations thereunder by
the Assignee, all on the terms and conditions set forth herein.
AGREEMENT:
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NOW, THEREFORE, for and in consideration of the foregoing and other good
and valuable consideration paid by Assignee to Assignor, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee do hereby
agree as follows:
SECTION 1. Assignment. As of the Effective Date, Assignor has conveyed,
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assigned and transferred and by these presents does hereby convey, assign,
transfer and set over unto Assignee all of its right, title and interest in and
to the Lease.
SECTION 2. Assumption. Assignee does hereby accept such assignment and
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assumes and agrees to fulfill, observe, perform and discharge all of the
obligations, duties, and liabilities of the Assignor under the Lease arising
after the Effective Date.
SECTION 3. Representations and Warranties. The representations and
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warranties contained in the Agreement shall not be deemed to have merged into
this Assignment; provided, however, that except as set forth in the Contract and
for the survival period set forth
therein, this Assignment is made without
representation or warranty, express or implied, and on an "As-Is" basis.
SECTION 4. Counterparts. This Assignment may be executed in any number of
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counterparts, each of which shall be deemed to be an original and all of which
shall comprise but one and the same instrument.
[Remainder of Page Intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment, under
seal, as of the date set forth above.
ASSIGNOR:
ATLANTIC DESIGN COMPANY, INC.
ATTEST:
By: /s/ Xxxx X. Xxxx
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Secretary Name: Xxxx X. Xxxx
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Title: Sr. Vice President
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[Corporate Seal]
ASSIGNEE:
THE SMT CENTRE S.E., INC.
ATTEST:
/s/ Xxxxxx X. Xxxx By: /s/ Xxxx Xxxxxx
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Assistant Secretary Name: Xxxx Xxxxxx
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Title: President
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[Corporate Seal]
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Consent
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By its execution below, the Landlord (i) consents to the assignment of the
Lease to the Assignee, (ii) agrees that the Assignor shall be released from all
liability under the Lease accruing after the Effective Date and (iii) confirms
to the Assignee that the Lease is in full force and effect and to the best of
Landlord's knowledge, the Assignor is not in default thereunder.
LANDLORD:
XXXXXXX AND XXXXXXX
By: /s/ Xxxxx X. Xxxxxxx, Xx.
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Name: Xxxxx X. Xxxxxxx, Xx.
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Title: Partner
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STATE OF North Carolina
COUNTY OF Mecklenburg
I, Xxxxx Xxxxxx, a Notary Public of the aforesaid County and State do
hereby certify that Xxxx X. Xxxx personally appeared before me this day and
acknowledged that (s)he is the Sr. Vice President of Atlantic Design Company,
Inc., a New York corporation, and that by authority duly given and as an act of
the corporation, the foregoing instrument was signed in its name by its
____________, sealed with its corporate seal and attested by him/her
as____________________________.
Witness my hand and notarial seal this 12th day of September, 1997.
/s/ Xxxxx Xxxxxx
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Notary Public
My Commission Expires:
My Commission Expires February 2, 1998
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(SEAL)
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STATE OF South Carolina
COUNTY OF Greenville
I, Xxxxxxx X. Xxxx, a Notary Public in and for the state and county
aforesaid, do hereby certify that Xxxxx X. Xxxxxxx Xx., general partner of
Xxxxxxx and Xxxxxxx, a South Carolina partnership personally appeared before me
this day and acknowledged the execution of the foregoing instrument on behalf of
the said partnership.
Witness my hand and official stamp or seal this 8th day of September, 1997.
/s/ Xxxxxxx X. Xxxx
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Notary Public
My Commission Expires:
May 31, 1999
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(SEAL)
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STATE OF North Carolina
COUNTY OF Mecklenburg
I, Xxxxxx X. Xxxxx, a Notary Public of the aforesaid County and State do
hereby certify that Xxxx Xxxxxx personally appeared before me this day and
acknowledged that (s)he is the President of SMT Centre S.E., Inc., a North
Carolina corporation, and that by authority duly given and as an act of the
corporation, the foregoing instrument was signed in its name by its President,
sealed with its corporate seal and attested by him/her as Assistant Secretary.
Witness my hand and notarial seal this 16 day of September, 1997.
/s/ Xxxxxx X. Xxxxx
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Notary Public
My Commission Expires:
Xxxxxx X. Xxxxx, Notary Public
Mecklenburg County, North Carolina
My Commission Expires 9/1/2001
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(SEAL)
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