ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT made as of this 12th day of
June, 1992 by and between XXXXX X. XXXXX AND XXXXXXX XXXXXXXX, two (2)
individuals, having a business address at 0 Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx
Xxxxxx (hereinafter collectively referred to as "Assignor") and M&S CORPORATE
HOLDINGS, INC., a corporation organized under the laws of the State of New
Jersey, having an address at 0 Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx
(hereinafter referred to as "Assignee").
W I T N E S S E T H :
WHEREAS:
A. Assignor, as tenant and 7 Xxxxxx Farm Associates, as landlord
(hereinafter referred to as "Landlord"), entered into a certain lease dated as
of July 1, 1992 (the "Lease") for a portion of the fourth (4th) floor of the
building known as 0 Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx; and
B. Assignor desires to assign the Lease and all of Assignor's rights
thereunder to Assignee, and Assignee is willing to accept the assignment and to
assume Assignor's obligations under the Lease upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter contained, it is mutually covenanted and agreed as follows:
I. ASSIGNMENT OF LEASE
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Assignor hereby assigns to Assignee all of Assignor's right, title and
interest in, under and to the Lease and the term and estate thereby granted to
Assignor and Assignee hereby assumes and agrees to be bound by and perform all
of the terms, provisions, covenants, conditions
and agreements contained in the Lease to be kept, observed and performed by
Assignor thereunder as if Assignee had originally executed the Lease. Assignee
agrees that the provisions of Articles 11 and 48 of the Lease shall be binding
upon Assignee with respect to all future assignments and deemed assignments of
the Lease. This Assignment and Assumption Agreement shall not release Assignor
from its obligations to Landlord under the Lease. Assignor shall remain jointly
and severally liable as primary obligor for all obligations under the Lease.
II. MODIFICATIONS
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This Assignment and Assumption Agreement may be changed only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.
III. HEADINGS
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The foregoing descriptive headings are for convenience only and shall not
affect the construction or interpretation of any of the terms of this Assignment
and Assumption Agreement.
IV. BENEFIT AND BINDER
----------------------
The terms and conditions of this Assignment and Assumption Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
-2-
IN WITNESS WHEREOF the parties hereto have respectively executed this
Assignment and Assumption Agreement as of the day and year first above written.
WITNESSED BY: ASSIGNOR:
XXXXX X. XXXXX
_____________________________________ By: /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx
Name:________________________________
(please print)
WITNESSED BY: XXXXXXX XXXXXXXX
_____________________________________ By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Xxxxxxx Xxxxxxxx
Name:________________________________
(please print)
ATTESTED BY ASSIGNEE:
M&S CORPORATE HOLDINGS, INC.
_____________________________________ BY: /s/ Xxxxx Xxxxx
----------------------------------
Name: _____________________________ Xxxxx Xxxxx
(please print) Title: President/CEO
---------------------------
Title: Corporate Secretary (please print)
Apply Corporate
Seal Here
ATTESTED BY:
Name: _____________________________ BY: /s/ Xxxxxxx Xxxxxxxx
(please print) ----------------------------------
Xxxxxxx Xxxxxxxx
Title: Corporate Secretary Title: Secretary/Treasurer
--------------------------------
(please print)
Apply Corporate
Seal Here
-3-
ASSIGNOR'S ACKNOWLEDGMENT
STATE OF NEW JERSEY )
s.s.:
COUNTY OF ESSEX )
On this 12th day of June, 1992, before me personally came Xxxxx X Xxxxx to
me known, being duly sworn by me, did depose and say that; he resides at 0
Xxxxxxx Xxxx Xxxxxxx, Xxxxx. Xxx Xxxxxx, that he is the individual mentioned in,
and which executed the foregoing instrument and that he signed his name thereto.
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Notary Public
STATE OF NEW JERSEY )
s.s.:
COUNTY OF ESSEX )
On this 12th day of June, 1992, before me personally came Xxxxxxx Xxxxxxxx,
to me known, being duly sworn by me, did depose and say that he resides at 0
Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxxxx, that he is the individual mentioned in,
and which execute: the foregoing instrument and that he signed his name thereto.
-------------------------
Notary Public
ASSIGNEE'S ACKNOWLEDGMENT
STATE OF NEW JERSEY )
s.s.:
COUNTY OF ESSEX )
On this 12th day of June, 1992 before me personally came _______________,
to me known, being duly sworn by me, did depose and say that he resides at
__________________ _________________, that he is the President of M&S CORPORATE
HOLDINGS, INC., a New Jersey corporation, the corporation mentioned in, and
which executed the foregoing instrument and that he signed his name thereto by
order of the Board of Directors of said corporation.
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Notary Public
