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EXHIBIT 10.67
VERTICAL CLUB LEASE ASSIGNMENT
JANUARY 8, 1996
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ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT OF LEASE ("Assignment") is made as of the 8th day of
January, 1996, by and between VERTICAL FITNESS AND RACQUET CLUB, LTD., a New
York corporation ("Assignor"), and BALLY ENTERTAINMENT CORPORATION, a Delaware
corporation ("Assignee").
WHEREAS, Assignor has entered into that certain lease ("Lease") dated
March 26, 1985, between Assignor, as tenant, and Vertical Club corporation, as
landlord, relating to certain property known as The Vertical Club and located at
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Leased Premises"); and
WHEREAS, as of the date hereof, Assignor is a wholly owned, indirect
subsidiary of Assignee; and
WHEREAS, Assignor desires to assign to Assignee all of Assignor's right,
title and interest in and to the Lease, and Assignee desires to assume
Assignor's right, title and interest in and to the Lease, subject to the
provisions of this Assignment and the terms of the Lease.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Assignor and Assignee hereby agree as
follows:
1. Effective as of January 8, 1996, (the "Effective Date"), Assignor
does hereby assign to Assignee all of Assignor's right, title and interest in
the Lease and Assignor's rights relative to the Leased Premises for the
remainder of the term of the Lease, pursuant to the terms of the Lease,
including, without limitation, Assignor's right, title and interest in and to
all deposits held by the landlord, if any as security for the performance by
Assignor of its obligations under the Lease.
2. Effective as of the Effective Date, Assignee hereby accepts the
foregoing assignment and, in consideration thereof, Assignee hereby covenants
and agrees that, on and after the Effective Date4, Assignee will assume,
observe, perform, fulfill and be bound by all terms, covenants, conditions and
obligations of the Lease which are to be observed, preformed and fulfilled by
the tenant thereunder, in the same manner and to the same extent as if Assignee,
instead of Assignor, were originally named therein.
3. Assignee hereby agrees to indemnify, defend and hold Assignor
harmless from and against any and all liability, loss, damage, cost and expense,
including, without limitation, reasonable attorneys' fees, which Assignor may or
shall incur under the Lease by reason of any failure or alleged failure of
Assignee to comply with or to perform any and all obligations on its part to be
performed or complied with under any of the terms and conditions contained in
the
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Lease which are to be performed on or after the Effective Date.
4. Assignor hereby agrees to indemnify, defend and hold Assignee
harmless from and against any and all liability, loss, damage, cost and expense,
including, without limitation, reasonable attorneys' fees, which Assignee may or
shall incur under the Lease by reason of any failure or alleged failure of
Assignor to comply with or to perform any and all obligations on its part to be
performed or complied with under any of the terms and conditions contained in
the Lease which were to be performed before the Effective Date.
5. The provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the date first written above.
ASSIGNOR:
VERTICAL FITNESS AND RACQUET
CLUB, LTD.
A NEW YORK CORPORATION
Sign: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx X. Gaan
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Print Name: Xxxxxxx X. Xxxxxx Xxxx X. Gaan
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Its: Senior Vice President
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Sign: /s/ Xxxxx X. Xxxx
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Print Name: Xxxxx X. Xxxx
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ASSIGNEE:
BALLY ENTERTAINMENT
CORPORATION,
A DELAWARE CORPORATION
Sign: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxx X. Xxxxxxx
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Print Name: Xxxxxxx X. Xxxxxx Xxx X. Xxxxxxx
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Its: Treasurer
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Sign: /s/ Xxxxx X. Xxxx
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Print Name: Xxxxx X. Xxxx
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