Exhibit 10.6
ASSIGNMENT AND ASSUMPTION AGREEMENT
(PGA WEST)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated December 24, 1993, is
by and between LANDMARK LAND COMPANY OF CALIFORNIA, INC., a Delaware
corporation, ("Assignor"), and KSL LANDMARK CORPORATION, a Delaware corporation
("Assignee").
The Resolution Trust Corporation, as conservator or receiver for Oak
Tree Federal Savings Bank and on behalf of Assignor entered into that certain
Purchase and Sale Agreement with KSL Recreation Corporation, which was assigned
to Assignee, dated July 14, 1993 (the "Purchase Agreement") for the sale and
purchase of certain "Properties", consisting of certain "Property" (as more
particularly described in Exhibit No. 1), "Intangibles", "Leases" and "Executory
Contracts", and other property (as more particularly described in this
Assignment and Assumption Agreement), as such terms are defined in the Purchase
Agreement;
Assignor desires to quitclaim unto Assignee all of Assignor's right,
title and interest in and to the Intangibles, Leases, Executory Contracts and
other property as hereinafter provided.
Assignee desires to assume the duties and obligations of Assignor
with respect to the Leases and Executory Contracts.
NOW, THEREFORE, in accordance with the Purchase Agreement and in
consideration of the sum of Ten Dollars ($10.00), the sufficiency and receipt of
which are hereby acknowledged, the parties agree as follows and take the
following actions:
1. Assignor hereby quitclaims unto Assignee all of the Assignor's
right, title and interest in and to the following property to the extent
Assignor has the right to transfer such property (collectively, "Intangible
Property"):
(a) any and all leases, tenancies, licenses and other rights of
occupancy or use of or for any portion of the Property or the Personalty
(including all amendments, renewals and extensions thereof), listed on Exhibit
No. 2 of this Assignment and Assumption Agreement (collectively, "Leases"), if
any;
(b) the contracts and agreements for the management, repair or
operation of the Property (other than Leases) listed in Exhibit No. 3 of this
Assignment and Assumption Agreement (collectively, "Executory Contracts");
(c) any and all licenses, permits, authorizations, certificates of
occupancy and other approvals that are in effect as of the date of this
Assignment and Assumption Agreement and
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necessary for the current use and operation of the Property (collectively,
"Permits");
(d) any and all warranties, guaranties, telephone exchange numbers,
architectural or engineering plans and specifications, and development rights
that exist as of the date of this Assignment and Assumption Agreement and relate
to the Property or the Personalty (collectively, "General Intangibles"); and
(e) any and all rights to the name of the improvements upon the
Property, a non-exclusive right to the Oak Tree logo and a right to other
relevant logos, trademarks, tradenames and identifying marks ("Name").
"Intangible Property" means the Leases, Permits, General Intangibles, and Name.
Executory Contracts,
2. THE INTANGIBLE PROPERTY IS BEING QUITCLAIMED "AS IS," "WHERE IS,"
AND "WITH ALL FAULTS" AS OF THE DATE OF THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS
CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER
WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH IN ANY SELLER'S
ESTOPPEL. ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR
REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING
THE INTANGIBLE PROPERTY OR ASSIGNOR'S TITLE THERETO, EXCEPT AS SPECIFICALLY SET
FORTH IN ANY SELLER'S ESTOPPEL. ASSIGNEE IS ACQUIRING THE INTANGIBLE PROPERTY
BASED SOLELY UPON ASSIGNEE'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF
THAT PROPERTY AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY ASSIGNOR OR
ASSIGNOR'S AGENTS OR CONTRACTORS, EXCEPT AS SPECIFICALLY SET FORTH IN ANY
SELLER'S ESTOPPEL.
3. Assignee hereby accepts the foregoing assignment of the
Intangible Property and hereby assumes all duties and obligations of Assignor
with respect to (a) the Intangible Property for the period on and after the date
of this Assignment and Assumption Agreement, and (b) the "Tenants' Deposits"
credited pursuant to the Agreement as shown on Exhibit No. 4. Assignee shall
defend, indemnify and hold harmless Assignor from and against any and all
"Claims" asserted against or incurred by Assignor in connection with (a) any
acts or omissions, on or after the date of this Assignment and Assumption
Agreement, with respect to the Intangible Property, or (b) the Tenants'
Deposits. "Claims" means claims, demands, causes of action, losses, damages,
liabilities, judgments, costs and expenses (including attorneys' fees, whether
suit is instituted or not).
4. This Assignment and Assumption Agreement shall be (a) binding
upon, and inure to the benefit of, the parties to
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this Assignment and Assumption Agreement and their respective heirs, legal
representatives, successors and assigns, and (b) construed in accordance with
the laws of the jurisdiction in which the Property consisting of real property
is located, without regard to the application of choice of law principles,
except to the extent preempted by federal law.
IN WITNESS WHEREOF, the parties have signed and delivered this
Assignment and Assumption Agreement as of the date first above written.
ASSIGNOR:
LANDMARK LAND COMPANY OF CALIFORNIA,
INC., a Delaware corporation
By:______________________________________
Print name: Xxxx X. Xxxxxxxxxx
Title: Authorized Representative
ASSIGNEE:
KSL LANDMARK CORPORATION, a Delaware
corporation
By:______________________________________
Xxxxx X. Xxxxxxxxx
Executive Vice President
Exhibit "U" Rev. 12/22/93
(Executory Contracts)
PGA WEST
PURCHASE AGREEMENTS:
1. Master Agreement dated October 10, 1984 by and between Xxxxxxx Xxxx and
Landmark Land Company of California, Inc., as amended by Addendum to
Master Agreement dated October 10, 1984, and assigned by Bone to Sunrise
Desert Partners, a California Limited Partnership October 31, 1986,
regarding sale of residential land at PGA West.
2. [Intentionally Deleted]
PGA/PGA TOUR AGREEMENTS:
3. Agreement dated March 5, 1984 by and between the Professional Golfers'
Association of America and Landmark Land Development Corporation of
California, regarding affiliation with the PGA.
4. Agreement dated January 10, 1985 by and between PGA Tour, Inc. and
Landmark Land Company of California, Inc., regarding use of Tour marks,
construction of TPC facilities and holding of Tour events at PGA West.
SCHOOL DISTRICT AGREEMENTS:
5. Agreement for Financing Public School Facilities dated December 29, 1986
by and between Coachella Valley Unified School District of Riverside
County, California and Landmark Land Company, Inc., regarding mitigation
fees to be paid to the District.
6. Agreement for Financing Public Schools Facilities within the Desert Sands
Unified School District dated December 12, 1986 by and between Desert
Sands Unified School District of Riverside County California and Landmark
Land Company, Inc., regarding mitigation fees to be paid to the District.
7. Agreement for Financing Public School Facilities within the Desert Sands
Unified School District dated December 12, 1986 by and between Desert
Sands Unified School District and Landmark Land Company, Inc., regarding
mitigation fees to be paid to the District for Specific Plan 85-006 (Oak
Tree West).
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COACHELLA VALLEY WATER DISTRICT:
8. Agreement (undated) by and between Coachella Valley Water District and
Landmark Land Company of California, Inc., regarding provision of canal
water for golf course irrigation
