EXHIBIT 10.28
ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease ("Assignment") is made and is
effective as of August 1, 2005, by and among Blue Concept, LLC, a California
limited liability company (the "Assignor,"), Blue Holdings, Inc., a California
corporation, (the "Assignee") and Melrose Edinburgh, LLC, a California limited
liability company ("Landlord") and consented to by Xxxx Xxxx and Xxxxxxxxx Xxxx,
both individually and as trustees of the Xxxx and Xxxx Xxxx living Trust dated
February 13,1998 (collectively "Guarantor").
RECITALS
Landlord and Assignor, executed a Lease (as amended and restated,
hereinafter referred to as the "Lease") dated as of March 16th, 2005;
By the terms of the Lease, a copy of which is attached to this
Assignment as Exhibit A, the property located at and commonly known as 8011 and
0000 Xxxxxxx Xxxxxx as more particularly described in the Lease was leased to
Assignor as Tenant for a term of ten (10) years, commencing on May 16, 2005, and
ending on March 15, 2015, subject to earlier termination as provided in the
Lease; and
Assignor now desires to assign the Lease to Assignee, and Assignee
desires to accept the Lease's assignment and assume all of the obligations of
Assignor, as tenant thereunder;
AGREEMENT
NOW THEREFORE, for and in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereby agree as follows, effective as
of the Effective Date:
ASSIGNMENT
Assignor assigns and transfers to Assignee all of Assignor's right,
title, and interest in and to the Lease attached to this Assignment as Exhibit
A, and Assignee agrees to and does accept the assignment. Assignee expressly
assumes and agrees to keep, perform, and fulfill all the terms, covenants,
conditions, and obligations, required to be kept, performed, and fulfilled by
Assignor as Tenant under the lease, including the making of all payments due to
or payable on behalf of Landlord under the Lease when due and payable. Assignor
expressly acknowledges, understands and agrees that this Assignment does not
relieve Assignor of any of its obligations under the Lease should Assignee fail
to timely perform any covenant, condition or obligation thereunder.
CONSENT OF LANDLORD
Landlord hereby consents to the above Assignment and Assumption of
Lease to Assignee. Landlord does not waive any of its rights under the Lease,
including, without limitation, the right to pursue any action against Assignor
should Assignee fail to timely perform any covenant, condition or obligation
called for under the Lease or to further approve any subsequent assignment or
sublease under the Lease. This Assignment is conditional on the Assignee's use
and conduct of business not violating existing leasehold uses in place prior to
the execution of this Assignment.
GUARANTOR'S CONSENT TO ASSIGNMENT
Guarantor hereby consents to the Assignment contained herein and agrees
that, notwithstanding said Assignment and/or any further assignments of the
Lease, Guarantor's obligations under the Guaranty of Lease shall continue to
remain in full force and effect for the duration of the term of the Lease and
any and all extensions and renewals thereof.
MISCELLANEOUS
Each provision of this Assignment shall extend, bind and inure to the
benefit of Landlord, Assignor and Assignee and their respective permitted
successors and assigns. This Assignment contains the entire agreement between
the parties regarding the subject matter contained herein, and all prior
negotiations and agreements are merged into this Assignment. This Assignment may
not be changed, modified or discharged, in whole or in part, except by a written
instrument signed by the party against whom enforcement of the change,
modification or discharge is sought. This Assignment may be executed in any
number of counterparts, and via facsimile, each of which upon execution and
delivery shall be considered an original for all purposes and all such
counterparts shall, together, constitute one and the same instrument. The
invalidity or unenforceability of any provision of this Assignment shall not
affect the validity or enforceability of any other provision of this Assignment.
This Assignment shall be governed by the laws of the state of California.
Executed at Los Angeles, California, on this __ day of July, 2006.
ASSIGNOR:
Blue Concept, LLC
By: /S/ XXXX XXXX
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Its: CEO
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ASSIGNEE:
Blue Holdings, Inc.
By: /S/ XXXXXXX XXXX
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Its: CFO
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LANDLORD:
Melrose Edinburgh, LLC
By: /S/ A. JOROUD
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Its:
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[Signatures continued on next page]
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GUARANTOR
/S/ XXXX XXXX
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Xxxx Xxxx, individually and on behalf of the
Xxxx and Xxxx Xxxx Living Trust dated
February 13, 1998.
/S/ XXXXXXXXX XXXX
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Xxxxxxxxx Xxxx, individually and on behalf
of the Xxxx and Xxxx Xxxx Living Trust dated
February 13, 1998.
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