10.7
ASSIGNMENT AND ASSUMPTION OF CONTRACTS
THIS ASSIGNMENT, entered into this 24th day of January, 1997, by and
between SUNSHINE KEY ASSOCIATES LIMITED PARTNERSHIP, a Florida limited
partnership, hereinafter referred to as the "Assignor", and OHIO KEY I, INC., a
Florida corporation, hereinafter referred to as the "Assignee".
1. Assignment. For and in consideration of the sum of Ten and NO/100
($10.00) Dollars and other good and valuable consideration, received on behalf
of the Assignee, at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, the Assignor hereby grants, bargains,
sells, assigns, conveys, transfers and sets over unto the Assignee all of the
Assignor's right, title and interest in and to all contracts referred to on
Exhibit "A" attached hereto (collectively, the "Contracts").
2. Assumption. In reliance upon the covenants and representations on the
part of the Assignor herein contained, the Assignee hereby assumes, and agrees
to be bound by all of the covenants, agreements and obligations of Assignor
under the Contracts which shall arise or which are required to be performed,
after the date of this Assignment. Assignee shall indemnify, defend and hold
Assignor harmless from and against all liabilities, damages, claims, costs, fees
and expenses whatsoever (including reasonable attorneys' fees and court costs)
arising out of the obligations assumed by Assignee pursuant to this Section 2.
3. Representation. The Assignor hereby represents and covenants as follows:
A. That the Assignor has good and lawful right, power and authority to
convey the Contracts to the Assignee;
B. That each of said Contracts is valid and existing according to its
respective terms;
C. That any and all payments due or accrued under the Contracts have
been paid through and including the date hereof;
D. That no default exists under any of the Contracts;
E. That none of the Contracts require the consent and/or approval of
any person not a signatory party hereto as a prerequisite or condition to
effectuating this Assignment;
F. That the Assignor will warrant and defend the assignment herein
made unto the said Assignee, its successors, assigns and distributees,
against the claims and demands of all individuals, firms, entities,
businesses, associations, partnerships, corporations and all other persons
whomsoever; and
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G. That the Assignor has this date delivered to the Assignee the
original of said Contracts, if available, otherwise photocopies thereof,
together with all addenda, modifications, extensions, renewals or
amendments thereto.
4. Binding Effect. This Assignment shall inure to the benefit of, and be
binding upon, each of the parties hereto and their respective heirs, personal
representatives, successors, distributees and assigns.
5. Attorneys' Fees. The Assignee shall be entitled to recover from the
Assignor all costs and expenses, including attorneys' fees, incurred by Assignee
as a consequence of the breach of any covenant, representation, and/or warranty
herein contained.
6. Duplicate Originals. This Assignment may be executed and delivered in
counterparts, each of which shall be deemed to be a duplicate original hereof.
7. Effective Date. This Assignment shall be effective as of January 1,
1997.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and year first above written.
Signed, Sealed and Delivered Ohio Key I, Inc.
in the Presence of:
/s/ Xxxx Xxxxxxx By: /s/ C. Xxxx Xxxxx, Xx.
---------------- -----------------------------
C. Xxxx Xxxxx, Xx., President
"ASSIGNEE"
Signed, Sealed and Delivered Sunshine Key Associates Limited Partnership, a
in the Presence of: Florida limited partnership
/s/ Xxxx Xxxxxxx By: Infinity Investment Group, Inc.,
---------------- its general partner
By: /s/ C. Xxxx Xxxxx, Xx.
-----------------------------
C. Xxxx Xxxxx, Xx., President
"ASSIGNOR"
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STATE OF FLORIDA )
-------
COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of
__________, 1997, by C. Xxxx Xxxxx, Xx., the President of Ohio Key I, Inc., a
Florida corporation, on behalf of said corporation. He is personally known to me
or has produced ____________________________________________ as identification.
My Commission Expires:
Notary Public, State of Florida
(SEAL)
Printed Notary Signature
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STATE OF FLORIDA )
-------
COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of
__________, 1997, by C. Xxxx Xxxxx, Xx., the President of Infinity Investment
Group, Inc., the general partner of Sunshine Key Associates Limited Partnership,
a Florida limited partnership, on behalf of said corporation and partnership. He
is personally known to me or has produced ____________________________________
as identification.
My Commission Expires:
Notary Public, State of Florida
(SEAL)
Printed Notary Signature
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