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EXHIBIT 10.24
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made this
27th day of December 2000, by and between Pacifica California/Apollo, LLC, a
California limited liability company ("Assignor"), and Skechers USA, Inc., a
Delaware corporation ("Assignee").
WITNESSETH
WHEREAS, Assignor and Assignee are parties to that certain Purchase and
Sale Agreement with Escrow Instructions (the "Agreement") dated as of November
13, 2000, respecting the sale of certain "Property" (as described in the
Agreement). Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Agreement.
WHEREAS, under the Agreement, Assignor shall assign to Assignee and
Assignee shall assume all of Assignor's right, title and interest in and to (i)
the Leases, and (ii) the Service Contracts (defined below). The "Service
Contracts" shall mean any and all management agreements, service contracts,
brokerage agreements, art contracts, landscaping contracts, equipment, leases,
maintenance, agreements and all other contracts for the provision of labor,
services, materials or supplies to or for the benefit of the Property. A list of
the Service Contracts are set forth on Schedule "1" attached hereto.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby assigns, sells,
transfers, sets over and delivers unto Assignee all of Assignor's estate, right,
title and interest in and to the Leases and Service Contracts, and Assignee
hereby accepts such assignment.
By acceptance of this Assignment, Assignee hereby assumes the
performance of all of the terms, obligations, covenants and conditions imposed
upon Assignor under the Leases and Service Contracts, accruing or arising on or
after the date hereof (collectively, the "Assigned Obligations").
In the event any party hereto institutes any action or proceeding
against the other party with regard to this Assignment, the prevailing party in
such action shall be entitled to recover, in addition to the cost of the suit,
its actual attorneys' fees.
This Assignment shall be binding upon and inure to the benefit of the
successors, assignees, personal representatives, heirs and legatees of all the
respective parties hereto.
This Assignment and the obligations of the parties hereunder shall
survive the closing of the transaction referred to in the Agreement and shall
not be merged therein, shall be binding upon and inure to the benefit of the
parties hereto, their respective legal representatives, successors and assigns,
shall be governed by and construed in accordance with the laws of the State of
California application to agreements made and to be wholly
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performed within said State and may not be modified or amended in any manner
other than by a written agreement signed by the party to be charged therewith.
This Assignment may be executed in counterparts, each of which shall be
an original and all of which counterparts taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered
this Assignment as of the day and year first above written.
ASSIGNOR: PACIFICA CALIFORNIA/APOLLO, LLC,
a California limited liability company
By: /s/ XXXXXX XXXXX
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Xxxxxx Xxxxx, Manager
ASSIGNEE: SKECHERS USA, INC.,
a Delaware corporation
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
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Title: General Counsel and Secretary
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By: /s/ XXXXXXX XXXXXXXXX
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Name: Xxxxxxx Xxxxxxxxx
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Title: President
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