Exhibit 10.6
ASSIGNMENT OF LEASE AGREEMENT
THIS ASSIGNMENT OF LEASE AGREEMENT ("Assignment"), is made effective as of
the 19 day of February, 2004 (the "Effective Date"), by and between
NATIONSHEALTH SUPPLY L.L.C., a Florida limited liability company ("Assignor"),
and UNITED STATES PHARMACEUTICAL GROUP, L.L.C., a Delaware limited liability
company, d/b/a NationsHealth ("Assignee").
WITNESSETH:
WHEREAS, Liberty Property Limited Partnership, a Pennsylvania limited
partnership ("Landlord"), as "Landlord," and Assignor, as "Tenant," entered into
that certain Lease Agreement dated December 23, 2002, as amended by that certain
First Amendment to Lease Agreement dated February 5, 2004 (collectively, the
"Lease"), covering premises containing approximately 17,720 rentable square feet
in Landlord's building (the "Building") at 00000 X.X. 0xx Xxxxxx, Xxxxxxx,
Xxxxxxx Xxxxxx, Xxxxxxx (the "Premises"); and
WHEREAS, Assignor desires to assign Assignor's right, title and interest
under the Lease to Assignee, and Assignee desires to accept the assignment of
the Assignor's right, title and interest under the Lease subject to the terms
and provisions set forth hereinbelow; and
WHEREAS, Section 18(a) of the Lease provides that the Assignor may assign
its interest under the Lease to an affiliate of the Assignor which is at least
as creditworthy as the Assignor as of the date of the Lease, without the
Landlord's consent, provided that the Assignor complies with certain terms set
forth in the Lease.
NOW THEREFORE, for and in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00), the mutual promises set forth herein and other good and
valuable considerations, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. RECITALS. The foregoing recitals are true and correct and are hereby
made a part of this Assignment.
2. ASSIGNMENT OF LEASE. Effective as of the Effective Date, Assignor
assigns and transfers to Assignee all of Assignor's right, title and interest in
and to the Lease.
3. ASSUMPTION OF LEASE. Commencing as of the Effective Date, Assignee
assumes all duties, obligations, and responsibilities of the "Tenant" under the
Lease which accrue commencing as of the Effective Date, and Assignee agrees to
be bound by and perform, observe, and discharge all of the "Tenant's" covenants,
and conditions under the Lease which accrue commencing as of the Effective Date.
4. CERTIFICATION OF CREDITWORTHINESS. Pursuant to the terms of Section
18(a) of the Lease, the Assignor and the Assignee hereby certify to and for the
benefit of the Landlord that (i) the Assignee is an affiliate of the Assignor,
and (ii) the Assignee is at least as creditworthy as the Assignor as of the date
of the Lease.
5. APPROVAL OF LANDLORD. Assignor and Assignee acknowledge and agree that
this Assignment, and the rights and obligations of the parties hereunder, are
expressly conditioned under the terms of the Lease upon receipt of the
Landlord's approval as to the form of this Assignment, such approval to be in
the form attached hereto and made a part hereof, failing which, this Assignment
shall automatically be null and void.
6. MISCELLANEOUS. Except as modified by this Assignment, the terms,
covenants, conditions and provisions of the Lease shall remain unmodified and in
full force and effect. Captions and paragraph headings contained in this
Assignment are for convenience and reference only and in no way define,
describe, extend or limit the scope or intent of this Assignment or any
provision hereof. This Assignment and all transactions contemplated by this
Assignment shall be governed by and construed and enforced in accordance with
the laws of the State of Florida. This Assignment may be executed in any number
of counterparts, any one and all of which shall constitute the contract of the
parties and each of which shall be deemed an original.
IN WITNESS WHEREOF, the undersigned parties have executed this Assignment
as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
ASSIGNOR:
NATIONSHEALTH SUPPLY L.L.C., a
Florida limited liability company
/s/ Xxx Xxxxxxxxx By: /s/ Xxxxx Xxxxx
------------------------------------- ------------------------------------
Print Name: XXX XXXXXXXXX Print Name: XXXXX XXXXX
Title: SECRETARY/TREASURER
/s/ Xxxxxx Xxxxxxx
-------------------------------------
Print Name: Xxxxxx Xxxxxxx
ASSIGNEE:
UNITED STATES PHARMACEUTICAL GROUP,
L.L.C., a Delaware limited liability
company
/s/ Xxx Xxxxxxxxx By: /s/ Xxxxx Xxxxx
------------------------------------- ------------------------------------
Print Name: XXX XXXXXXXXX Print Name: XXXXX XXXXX
Title: SECRETARY/TREASURER
/s/ Xxxxxx Xxxxxxx
-------------------------------------
Print Name: Xxxxxx Xxxxxxx
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