EXHIBIT 10.23
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Agreement") is made as of the 30th
day of September, 1998 by Xxxx & Xxxx Industrial Developers, a California
general partnership ("Assignor") and Mission West Properties, a California
corporation ("Assignee").
RECITALS:
Assignor is the owner of that certain Xxxxx Fargo bank account known as account
#4478-032006 (the "Bank Account").
The Bank Account is a zero balance account in which the daily activity on such
account is posted to Assignor's line of credit with Xxxxx Fargo Bank that is
known as Loan #04020J (the "Line of Credit"). The Line of Credit is a revolving
credit facility secured by certain real property and a portion is personally
guaranteed by members of the Xxxx family.
Mission West Properties has purchased the general partnership interest in the
properties secured by the Line of Credit.
Assignor desires to assign the Bank Account and the Line of Credit to Assignee
and Assignee desires to assume and accept the Bank Account and Line of Credit.
NOW THEREFORE, IT IS AGREED:
ASSIGNMENT AND ASSUMPTION. For good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Assignor does hereby assign all of
Assignor's right, title, and interest in and to the Bank Account and the Line of
Credit to Assignee. Assignee does hereby accept the assignment and agrees to
assume all of Assignor's rights and obligations under the Bank Account and Line
of Credit.
Notwithstanding the assignment and assumption, the Xxxx family members shall
continue to guarantee a portion of the Line of Credit, subject to the Xxxx
family members obligation being subordinate to Assignee's obligation under the
Line of Credit, requiring Assignee to use all its assets prior to any guarantee
obligation being incurred by any member of the Xxxx family.
IN WITNESS WHEREOF, this Agreement has been effected and executed that day and
year first written above.
Assignor:
Xxxx & Xxxx Industrial Developers, a California general partnership
By:
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Xxxx X. Xxxx
Its: General Partner
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Assignee:
Mission West Properties
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By: Xxxxxxx X. Xxxxxxxx, Chief Operating Officer
