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EXHIBIT 10.62
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT and ASSUMPTION OF LEASE, dated as of the 23rd day of
April, 1999, is by and between XXXXXX COMMUNICATIONS CORPORATION ("Assignor"),
and ACME TELEVISION OF WISCONSIN, LLC ("Assignee").
WHEREAS, Assignor and Assignee are parties to a certain Asset Purchase
Agreement, dated as of April 23, 1999;
WHEREAS, Assignee and ACME Television Licenses of Wisconsin, LLC, will
purchase from Assignor and certain of its affiliates substantially all of the
assets used or useful in connection with the operation of WPGX-TV, Suring,
Wisconsin (the "Station");
WHEREAS, Assignor is the lessee under a Lease (the "Lease"), dated
January 1, 1997, by and between VCY/America, Inc. ("VCY") and Xxx Xxxxxx
("Lessor"), subsequently assigned by VCY to Assignor, which Lease is attached
hereto as Exhibit A;
WHEREAS, pursuant to the Lease, Assignor leases from Lessor the
property located in Shawano County, Wisconsin, more specifically described as
X0000-Xxxxxxx 00, Xxxxxxxx, Xxxxxxxxx, the term of which is January 1, 1997
through December 31, 2002;
WHEREAS, the above-described property is used as the tower site for the
Station's transmission tower and related facilities;
WHEREAS, Assignee desires to assume the above-referenced Lease for its
use as the tower site for the Station, and agrees to assume the obligations and
liabilities for the Lease;
WHEREAS, Assignor desires to assign the Lease to Assignee; and
WHEREAS, all consents required to assign the Lease have been obtained
and are in full force and effect.
NOW THEREFORE, for and in consideration of the assignment by Assignor
to Assignee of the Lease, and in further consideration of and subject to the
mutual covenants and agreements contained herein and in the Asset Purchase
Agreement, the parties hereby agree as follows:
1. Assignor does hereby bargain, sell, assign, transfer, convey and
deliver to Assignee and its successors and assigns all of Assignor's right,
title and interest in and to the Lease, and the Assignee hereby accepts and
assumes all said liabilities and obligations of the Assignor under the Lease,
subject to the further provisions of this Assignment and Assumption of Lease and
the Purchase Agreement.
2. Assignee shall not assume or be deemed to assume any debts,
liabilities or obligations of Assignor with regard to the Lease that occurred
prior to the date hereof, and Assignor shall not be responsible for any debts,
liabilities or obligations of Assignee with regard to the Lease arising on and
after this date.
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3. This Assignment and Assumption of Lease may be signed in counterpart
originals, which collectively shall have the same legal effect as if all
signatures had appeared on the same physical document.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed as of the date first written above.
XXXXXX COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Assistant Xxxxxxxxx
XXXX XX XXXXXXXXXX
XXXXXXXX XX XXXXXXXX
I hereby certify that on this 22nd day of April, 1999, Xxxxxxx Xxxxxx
personally appeared before me known and known by me to be the person executing
the foregoing instrument, and he acknowledged said instrument by him executed to
be his free act and deed in said capacity.
/s/ Xxxxxxx Xxxxxx
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Notary Public
Print Name: Xxxxxxx Xxxxxx
My commission expires: October 31, 2003
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ACME TELEVISION OF WISCONSIN, LLC
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
STATE OF CALIFORNIA
COUNTY OF ORANGE
I hereby certify that on this 21 day of April, 1999, Xxxxxx X. Xxxxx
appeared before me known and known by me to be the person executing the
foregoing instrument, and he acknowledged said instrument by him executed to be
his free act and deed in said capacity.
/s/ Xxxx X. Xxxxxx
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Notary Public
Print Name: Xxxx X. Xxxxxx
My commission expires: May 31, 2002
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