Assignment and Assumption of Lease
EXHIBIT 10.3
Assignment and Assumption of Lease
This Assignment and Assumption of Lease (this "Assignment") dated as of the 18th day of February, 2010 is entered into by and between MCP RETAIL, LLC, a Florida limited liability company ("Assignor"), and INLAND DIVERSIFIED KISSIMMEE PLEASANT HILL, L.L.C., a Delaware limited liability company ("Assignee").
WITNESSETH:
WHEREAS, Assignor and Assignee have entered into that certain Purchase and Sale Contract between Buyer and Seller dated December 21, 2009, as amended, (the "Purchase Agreement") with respect to that certain real property commonly known as Pleasant Hill Commons Shopping Center, Kissimmee, Florida, as further described in the attached Schedule "A" (the "Property");
WHEREAS, Assignor is the lessor under the Leases set forth on Schedule "B" attached hereto executed with respect to the Property;
WHEREAS, Assignor desires to assign its interest under the Leases to Assignee, and Assignee desires to accept the assignment thereof;
NOW, THEREFORE, in consideration of the promises and conditions contained herein, the parties hereby agree as follows:
1.
Effective as of the date hereof, Assignor hereby assigns to Assignee all of its right, title and interest under the Leases. Assignor agrees to indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys' fees, arising as a result of Assignor's breach of the terms of the Leases on or prior to the date hereof.
2.
Effective as of the date hereof, Assignee hereby assumes all of the Assignor's obligations under the Leases. Assignee agrees to indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys' fees, arising as a result of Assignee's breach of the terms of the Leases after the date hereof.
3.
This Assignment shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns.
4.
Ail capitalized terms used herein, but not defined, shall have the meanings given to such terms in the Purchase Agreement.
5.
This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same document.
[signatures on next page]
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written.
ASSIGNOR:
MCP RETAIL, LLC
a Florida limited liability company
By:
Xxxxxxx X. Xxxxxxx, Manager
ASSIGNEE:
INLAND DIVERSIFIED KISSIMMEE
PLEASANT HILL, L.L.C., a Delaware limited
liability corporation
By: /s/ Xxx Xxxxxxx
Print name: Xxx Xxxxxxx
Title: Authorized Agent
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written.
ASSIGNOR:
MCP RETAIL, LLC
a Florida limited liability company
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Manager
ASSIGNEE:
INLAND DIVERSIFIED KISSIMMEE
PLEASANT HILL, L.L.C., a Delaware limited
liability corporation
By:
Print name:
Title:
Schedule "A"
Xxx 0, XXXXXXXX XXXX COMMONS, according to the plat recorded in Plat Book 21, Page 86, of the Public Records of Osceola County, Florida.
Together with access, parking, utility and storm water easements for the benefit of the above described land as more particularly set forth in that certain Amended and Restated Declaration of Covenants, Restrictions and Easements recorded in Official Records Book 3798, Page 1228, Public Records of Osceola County, Florida.
Schedule "B"
(Schedule of Leases)
Exhibit “B"
Pleasant Hill Commons Leases:
Tenant | Named In Lease: Tenant & Landlord | Date Signed |
Publix | Publix Super Markets, Inc. & MCP Retail, LLC | 3/8/2007 |
Xxxx Nails | Precise Nail & MCP Retail, LLC | 11/29/2006 |
| Name change 3/28/08 prior to opening |
|
BonWorth | Bon Worth Inc, d/b/a Bon Worth & MCP Retail, LLC | 8/27/2007 |
J-Tax | J-Tax Florida, Inc. d/b/a Xxxxxxx Xxxxxx Tax Service & MCP Retail, LLC | 3/30/2007 |
Liquor Two | Xxxxxx Xxxxx & Jyotindar X. Xxxxx Liquor Store & MCP Retail, LLC | 8/24/2007 |
Tijuana Flats | Great Food Concepts-03, LLC d/b/a Tijuana Flats Burrito Company & | 2/26/2007 |
| MCP Retail, LLC |
|
Subway | Subway Real Estate Corp. & MCP Retail, LLC | 3/28/2007 |
Lin Garden | China Chef & MCP Retail, LLC | 12/18/2006 |
| Name change 10/20/2008 |
|
Sigmapparel | Sigmapparel, LLC & MCP Retail, LLC | 10/12/2009 |
Fantastic Sam’s | Anjobe, Inc. & MCP Retail LLC | 7/28/2008 |
LA Insurance | L.A. Insurance Agency, FL8 Inc. d/b/a LA Insurance & MCP Retail, LLC | 6/26/2009 |
Famous Barbershop | Famous Barbershop Corp, Inc., & MCP Retail, LLC | 8/19/2009 |
Sonoma Coffee Cafe | Florida State Coffee Corp d/b/a Sonoma Coffee Café & MCP Retail, LLC | 10/9/2008 |
Metro PCS | Expedía Enterprises., Inc. d/b/a Expedía Wireless & MCP Retail, LLC | 1/21/2009 |
Pizza Hut | Pizza Hut of America, Inc. & MCP Retail, LLC | 5/16/2007 |
| Assigned to CFL Pizza, LLC 12/7/2009 |
|
Century 21 | Sifonte's Golden Realty, Inc. d/b/a Century 21 & MCP Retail, LLC | 9/5/2008 |
Trustco | Trustco Bank & MCP Retail, LLC | 3/1/2007 |
