ASSIGNMENT AND ASSUMPTION OF LEASE (ALE HOUSE)
Exhibit 10.23
ASSIGNMENT AND ASSUMPTION OF LEASE
(ALE HOUSE)
(ALE HOUSE)
This
Assignment and Assumption of Lease (the
“Assignment”) is made as of October 27, 2006, by and between PBC ACQUISITION, LLC, a Delaware limited liability company
(“Assignor”), and PYRAMID BREWERIES INC., a Washington corporation (“Assignee”).
RECITALS
WHEREAS, Assignor, as tenant, and MacTarnahan Limited Partnership, as landlord
(“Landlord”), are parties to that certain Indenture of Lease (Ale House) (the
“Lease”), dated as of July 31, 2004 and attached as Exhibit A hereto.
WHEREAS, pursuant to Section 9 of the Lease, Assignor may assign the Lease to “the parent of
Tenant”, which such assignment has been previously consented to by Landlord pursuant to the terms
of said Section 9.
WHEREAS, Assignor is a wholly-owned subsidiary of Assignee.
WHEREAS, Assignor desires to assign the Lease to Assignee and Assignee desires to assume the
obligations of Assignor under the Lease.
AGREEMENT
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, Assignor hereby assigns and transfers to Assignee
the Lease as set forth above and Assignee agrees to assume each and every obligation of Assignor
under the Lease and the parties agree as follows:
1. Assignor shall indemnify, defend and hold harmless Assignee against any and all claims, demands,
liabilities, costs, expenses, penalties, damages and losses, including, without limitation,
attorneys’ fees, resulting from or arising under the Lease on or prior to the date hereof.
2. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and
their respective heirs, executors, administrators, successors and assigns.
3. This Assignment may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Facsimile
signatures shall have the same full force and effect as original signatures.
[signatures appear on the following page(s)]
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IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first above written.
ASSIGNOR:
PBC ACQUISITION, LLC,
a Delaware limited liability company
a Delaware limited liability company
By: |
/s/ Xxxxxxx X’Xxxxx | |||||
Name: | Xxxxxxx X’Xxxxx | |||||
Title: | CFO | |||||
ASSUMPTION
Assignee does hereby assume all of the obligations, liabilities and duties under and pursuant
to the Lease.
ASSIGNEE: | ||||||||||
PYRAMID BREWERIES INC., | ||||||||||
a Washington corporation | ||||||||||
By: | /s/ Xxxxx Xxxxxx | |||||||||
Name: | Xxxxx Xxxxxx | |||||||||
Title: | CEO | |||||||||
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