ASSIGNMENT AND ASSUMPTION AGREEMENT OF LEASE AND PURCHASE OPTION
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT OF LEASE AND PURCHASE OPTION
("Assignment") is made and entered into as of October 27, 2006, between XXXXX
XXXXXXX and XXXXXX XXXXXXXX (collectively, "Assignor"), and AMISH PASTA COMPANY,
an Ohio Corporation ("Assignee").
RECITALS
WHEREAS, Assignor and XXXXXX XXXXXX ("Lessor") are parties to that certain
Lease and Purchase Option Agreement dated as of February 27, 2006 ("Lease and
Option") pursuant to which Lessor agreed to lease the premises located at 0000
XX 00, Xxxxxxxxxxx, Xxxx 00000 ("Premises"), to Assignor and provide Assignor
the option to purchase the Premises.
WHEREAS, Assignor desires to assign the Lease and Option and all of
Assignor's right, title, and interest thereunder to Assignee, and Assignee
desires to assume, perform and discharge all of the agreements and obligations
of Assignor under the Lease and Option.
WHEREAS, Assignor shall transfer to Assignee all of Assignor's right,
title and interest in, under, and to the Lease and Option on the following terms
and conditions.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals (which Recitals
are hereby incorporated into the body of this Assignment), the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree
as follows:
1. Assignment and Acceptance. Assignor hereby assigns, conveys, grants
and sets over unto Assignee all of Assignor's right, title and interest in,
under and to the Lease Option.
2. Assumption. Assignee hereby accepts the foregoing assignment and agrees
to be bound by and perform each and every obligation of Assignor under the Lease
and Option.
3. Lessor's Consent. Lessor, as Owner and Lessor under the Lease and
Option, consents to the assignment and assumption of the Lease and Option. As a
result of said assignment and assumption, Lessor agrees to look solely to
Assignor for and to release Assignee from performance under the Lease and
Option.
4. Governing Law. This Assignment shall be governed by and construed under
the laws of the State of Ohio.
5. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which, when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.
6. Miscellaneous. This Assignment shall inure to the benefit of and be
binding upon the parties and their respective successors and assigns. The
headings and captions are for convenience purposes only. This Assignment shall
be construed according to its ordinary meaning and shall not be strictly
construed for or against any party hereto. Any modification or waiver of any
term of this Assignment, including a modification or waiver of this term, must
be in writing signed by the party or parties against whom enforcement of the
modification or waiver is sought. Except for the Lease and Option referenced
herein, this Assignment constitutes the entire agreement among the parties
pertaining to the subject matter hereof and all prior and contemporaneous
agreements, representations and understandings, written or oral, express or
implied, are hereby superseded and merged into this Assignment. Should any term,
provision, covenant or condition of this Assignment be void, invalid or
inoperative, the same shall not affect any other term, provision, covenant or
condition of this Assignment, but the remainder thereof shall be effective as
though such void, invalid or inoperative term, provision, covenant or condition
had not been contained herein.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the date and year first above written.
ASSIGNOR:
BY: /s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
BY: /s/ Xxxxxx Xxxxxxxx
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XXXXXX XXXXXXXX
ASSIGNEE: AMISH PASTA COMPANY, an Ohio Corporation
BY: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President
LESSOR:
BY: /s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX
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