ASSIGNMENT OF LEASE AND CONSENT
Exhibit 10.2
THIS ASSIGNMENT OF LEASE AND CONSENT (“Assignment”) is made and entered into effective as of
April 28, 2009 (the “Effective Date”), between OCB LLC, a California limited liability company
(“Assignee”), AMERICAN REPROGRAPHICS COMPANY, L.L.C., a California limited liability company
(“Assignor”), SUMO HOLDINGS IRVINE, LLC, a California limited liability company (“Lessor”).
RECITALS
A. Lessor and Assignor, as lessee, entered into that certain Lease that commenced April 1,
1999, as amended by that certain Amendment to Lease effective as of August 2, 2005 (collectively,
the “Lease”), pursuant to which Assignor has leased those certain premises located at 00000
Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, as more particularly set forth in the Lease.
B. Assignor desires to assign to Assignee, as of the Effective Date, all of its right, title
and interest in and to the Lease and Lessor agrees to consent to the proposed assignment on the
conditions set forth in this Assignment.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and of the covenants set forth below, the
parties hereto agree as follows:
1. Assignment and Assumption. As of the Effective Date, Assignor assigns and transfers to
Assignee all of its right, title and interest in and to the Lease, including, without limitation,
all rights to security and other deposits associated with the Lease, and Assignee hereby accepts
the assignment and assumes and agrees to perform on and after the Effective Date all of the
obligations of the Assignor under the Lease, including, without limitation, payment of all rent and
other charges due under the Lease after the Effective Date.
2. Indemnification. Assignee shall indemnify, defend and hold harmless Assignor from and
against all liabilities arising under the Lease after the Effective Date. Assignor shall
indemnify, defend and hold harmless Assignee from and against all liabilities arising under the
Lease prior to the Effective Date.
3. Lessor’s Consent. Lessor consents to such assignment without waiver of the restrictions,
if any, under the Lease, concerning further assignment, and Lessor hereby agrees to accept, on and
after the Effective Date, the performance by Assignee of all obligations of Assignor under the
Lease as though Assignee was the originally named lessee under the Lease.
4. Amendment of Lease. Lessor and Assignee may enter into amendments of the Lease without
Assignor’s consent.
5. Miscellaneous.
A. Attorneys’ Fees. If any party hereto commences an action against any of the
parties arising out of or in connection with this Assignment, the prevailing party or parties shall
be entitled to recover from the losing party or parties reasonable attorneys’ fees and costs of
suit.
B. Notice. Any notice, demand, request, consent, approval or communication that any
party hereto desires or is required to give to another party or any other person shall be in
writing and shall be served in the manner required under the Lease. Any notice, demand, request,
consent, approval or communication that any party desires or is required to give to another party
under this Assignment shall be addressed to the other parties at the addresses set forth below.
Any party may change its address by notifying the party of the change of address:
If to Assignor: | American Reprographics Company, L.L.C. | |||
0000 X. Xxxxxxxx, Xxxxx 000 | ||||
Xxxxxx Xxxxx, XX 00000 | ||||
Attn: Legal Department | ||||
If to Assignee: | OCB LLC | |||
00000 Xxxxxxxx Xxxxx | ||||
Xxxxxx, XX 00000 | ||||
Attn: ____________________ | ||||
With a copy (which shall | ||||
not constitute notice) to: | American Reprographics Company | |||
0000 Xxxxx Xxxxxxxx, Xxxxx 000 | ||||
Xxxxxx Xxxxx, Xxxxxxxxxx 00000 | ||||
Attention: Legal Department | ||||
If to Lessor: | SUMO Holdings Irvine, LLC | |||
0000 Xxxxx Xxxxxxxx, Xxxxx 000 | ||||
Xxxxxx Xxxxx, Xxxxxxxxxx 00000 | ||||
Attention: Niro Perera |
C. Governing Law. This Assignment shall be governed by, and construed in accordance
with, the laws of the State of California.
D. Counterparts. This Assignment may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one and the same
instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties, having read and considered the above provisions, indicate
their agreement by their authorized signatures below:
ASSIGNOR: AMERICAN REPROGRAPHICS COMPANY, L.L.C. a California limited liability company |
||||
By: | /s/ Xxxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxxx X. Xxxxxx | |||
Its: Chief Financial Officer | ||||
ASSIGNEE: OCB LLC a California limited liability company |
||||
By: | /s/ Xxxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxxx X. Xxxxxx | |||
Its: Chief Financial Officer | ||||
LESSOR: SUMO HOLDINGS IRVINE, LLC a California limited liability company |
||||
By: | /s/ Kumarakulasingam Xxxxxxxxxxx | |||
Name: | Kumarakulasingam Xxxxxxxxxxx | |||
Its: Managing Director |
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