EXHIBIT 10.17
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made as
of _______________________, 2000 (the "Effective Date"), by and between
_______________________, a _________________________ ("Assignor"), and,
a ____________________________ ("Assignee").
A. Assignor is the tenant under that certain lease set forth on Schedule 1
attached hereto (the "Lease").
B. Assignee is an affiliate of Assignor.
C. Assignor has agreed to assign to Assignee all of Assignor's right,
title, and interest in, to and under the Lease, and Assignee has agreed
to assume all of the Assignor's duties and obligations under the Lease
in accordance with the terms set forth herein.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing premises and the
respective agreements, covenants and conditions herein contained, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and agreed, as of the Effective Date Assignor and Assignee agree as
follows:
1. Assignment. Assignor does hereby assign, transfer, convey and
deliver to Assignee, all of Assignor's right, title and interest, in, to and
under the Lease.
2. Assumption. Assignee hereby accepts the foregoing assignment and
assumes and agrees to perform and discharge, as and when due, all of the
agreements, duties and obligations of Assignor under or in respect of the Lease
from and after the Effective Date, and Assignee agrees to be bound by all of the
terms and conditions of the Lease. Assignee shall succeed to the rights and
interests of Assignor under the Lease.
3. Indemnity. Assignee agrees to indemnify Assignor and save Assignor
harmless from any and all liability, loss, damage, costs and expenses (including
reasonable attorneys' fees) that may arise from events occurring after the
Effective Date with respect to the Lease. Assignor agrees to indemnify Assignee
and save Assignee harmless from any and all liability, loss, damage, costs and
expenses (including reasonable attorneys' fees) that may arise from events
occurring through the Effective Date with respect to the Lease.
4. Acceptance of Property. Assignee has inspected the property covered
by the Lease (the "Property") and accepts the Property "as is, where is" and
"with all faults". Assignor makes no representation or warranty, express or
implied, including without limitation any implied warranty of merchantability,
fitness for a particular purpose, or suitability for any intended commercial
use, with respect to such Property, and Assignee irrevocably waives and releases
Assignor from any such warranties. Without limiting the generality of Paragraph
2 above, Assignee hereby expressly assumes any and all obligations of the tenant
under the Lease to restore the Property or any part thereof at the expiration or
termination of the Lease.
1
5. Limitation of Liability. Except for claims made by third parties
that are covered by the indemnification obligations under this Assignment,
neither party to this Assignment shall be liable to the other for any special,
punitive, indirect, consequential or incidental damages, including without
limitation damages for loss of use, revenues, goodwill or profits, whether
arising out of any alleged negligence, breach of warranty or contract, strict
liability or otherwise, and Assignor and Assignee each hereby irrevocably waive,
discharge and release the other from any and all such damages.
6. Consent by Landlord. The effectiveness of this Assignment is
conditioned upon the approval or consent of Landlord, to the extent and in the
form that such approval or consent is required under the Lease, which approval
Assignor shall use its reasonable efforts to obtain. Assignee agrees to execute
such documents and to take such actions as Assignor may reasonably request in
connection with obtaining the Landlord's consent or approval to this Assignment.
If any consent required by Landlord under the Lease is not received prior to the
Effective Date, the Effective Date of this Assignment shall be the date on which
such consent is received.
7. Successors and Assigns. The provisions of this Assignment shall be
binding upon, and shall inure to the benefit of, the successors and assigns of
the Assignor and the Assignee, respectively.
8. Cooperation. Assignor and Assignee each agree that at any time and
from time to time, upon the request of the other, Assignor and Assignee each
will execute and deliver any and all such further instruments and documents and
take such further action as the other may reasonably request in order to obtain
the benefits of this Assignment and of the rights and powers herein granted.
9. Counterparts; Facsimile Signature. This Assignment may be executed
in any number of counterparts, and all of said counterparts when taken together
shall constitute one and the same instrument. This Assignment may be delivered
via facsimile, and a signed Assignment delivered via facsimile shall be deemed
an original for all purposes.
IN WITNESS WHEREOF, Assignor and Assignee have caused their duly
authorized representatives to execute this Assignment as of the date first
written above.
ASSIGNOR: ASSIGNEE:
By: By:
----------------------------- -----------------------------
Name: Name:
----------------------------- -----------------------------
Its: Its:
----------------------------- -----------------------------
2
ACKNOWLEDGMENTS
COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF ) ______________, 2000
On this day, before me, personally appeared _________, who being by me
duly sworn, did say that he is the __________ of ____________, a
________________, and acknowledged said instrument to be his free act and deed
and the free act and deed of said _______.
-------------------------------
Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF ) ______________, 2000
On this day, before me, personally appeared _________, who being by me
duly sworn, did say that he is the __________ of ____________, a
________________, and acknowledged said instrument to be his free act and deed
and the free act and deed of said _______.
-------------------------------
Notary Public
My Commission Expires:
3
SCHEDULE 1
LEASE
4
