Assignment And Assumption Of Lease

Seeking to recover its damages, the landlord brought action against the Second Tenant.

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_____________________________________ Notary Public My Commission Expires: STATE OF ) ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this __ day of _________, 2001, by __________________, ________________ of Pitney Bowes Office Systems, Inc., a Delaware corporation, on behalf of the corporation.

_____________________________________ Notary Public My Commission Expires: STATE OF ) ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this __ day of _________, 2001, by __________________, ________________ of _________________________________________, a _____________________________, on behalf of the ___________________________.

One is privity of contract, and the other is privity of estate. An assignee who takes possession of the premises without executing an assumption contract is bound by all lease covenants which run with the land under 678 (“Tri Cities”).) The result is entirely different when a tenant assumes the obligations of the lease pursuant to an express agreement.

The assumption agreement creates a new privity of contract between landlord and assignee, enforceable by the landlord as a third-party beneficiary, regardless of whether the landlord was a party to the assumption agreement.

is to accept, assume and agree to perform all of the terms, conditions and limitations contained in said lease.’ [¶] ‘The undersigned, [defendant], hereby accepts, assumes and agrees to perform all of the terms, conditions and limitations contained in the aforementioned lease to be kept and performed by said lessee.’ ” ( best explains why it failed to find that the Lender was obligated to the terms of the lease under privity of contract.

There, a lease between the landowner and tenant required any assignee to assume the lease obligations: “Lessee hereby warrants and represents that in the event said assignment shall ever take place, the assignee therein shall assume all of the liabilities and obligations assumed by Lessee in this Lease Agreement.” () Thereafter the defendant purchased the lessee’s business, including the lease.ASSIGNMENT AND ASSUMPTION OF STANDARD COMMERCIAL OFFICE LEASE FOR EAT/WORK DEVELOPMENT THIS ASSIGNMENT AND ASSUMPTION OF STANDARD COMMERCIAL OFFICE LEASE FOR EAT/WORK DEVELOPMENT ("Agreement") is dated and effective as of January 1, 1999 by and between THE RODA GROUP VENTURE DEVELOPMENT COMPANY, L. C., a Delaware limited liability company ("Assignor") and ASK JEEVES, a California corporation ("Assignee"). Assignee does hereby accept this assignment and, for the benefit of Assignor and Landlord, expressly assumes and agrees to hereafter perform all of the terms, covenants, conditions and obligations of Assignor under the Lease, which accrue from and after the date hereof. Assignee agrees to save, indemnify, defend and hold Assignor harmless from and on account of any claims, demands, actions, losses, expenses and liabilities (including attorneys' fees) of Assignor under the Lease on account of or arising out of the obligations and liabilities so assumed. WHEREAS, Assignor is Tenant under that certain Standard Commercial Office Lease For Eat/Work Development dated August 14, 1998, by and between Eat/Work Development, LP, a California limited partnership ("Landlord") and Assignor, (as modified from time to time, the "Lease"), respecting certain premises (the "Premises") with a street address of 918 Parker Street, Suite A-14, Berkeley, California, as more particularly described therein; WHEREAS, Assignor desires to assign its interest in the Lease to Assignee and Assignee desires to assume Assignor's obligations under the Lease; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignor does hereby transfer, assign, convey and deliver to Assignee its entire right, title and interest in the Lease and the Premises. 100 Oakview Dr Trumbull, CT 06611-4724 Attn: Mark Flynn, General Counsel Facsimile: 203-365-2353 If to Landlord: ((LNot Company Name)) ((LNot Addr1)) ((LNot Addr2)) ((LNot Addr3)) ((LNot City)), ((LNot ST)) ((LNot Zip)) All notices, demands, requests, consents or approvals that may or are required to be given by any party to another shall be in writing and shall be deemed given when actually received by the other party, if: (i) served personally; (ii) sent by nationally-recognized overnight courier with return receipt; or (iii) sent by United States registered or certified mail, postage prepaid, return receipt requested and addressed to such other party at the address specified above or at such other place as such other party may from time to time designate by notice in writing to the other parties hereto. The parties represent to each other that this Agreement ------ was negotiated directly, without the use of any real estate broker. ------------- (a) Each provision of this Agreement shall extend, bind and inure to the benefit of Landlord, Assignor and Assignee and their respective permitted successors and assigns, including without limitation successor assignees of the Lease.Notwithstanding the foregoing, rejection or other refusal to accept a notice, request or demand, or the inability to deliver because of a changed address of which no notice was given, shall be deemed to be actual receipt thereof. Each party shall hold the other harmless from any liability or loss, including reasonable attorneys' fees, resulting from a misrepresentation under this Section. (b) This Agreement contains the entire agreement between the parties, and all prior negotiations and agreements are merged in this Agreement.Following the date of this Agreement, the terms Tenant and Lessee, as used in the Lease, shall refer to Assignee.Landlord accepts the liability of Assignee in lieu of the liability of Assignor. --------------- (a) Assignee shall indemnify and hold Assignor harmless from any and all claims, demands, causes of action, losses, costs (including, without limitation, reasonable court costs and attorneys' fees), liabilities or damages of any kind or nature whatsoever that Assignor may sustain by reason of Assignee's breach or non-fulfillment (whether by action or inaction), at any time, of any covenant or obligation under the Lease to be performed by Assignor or Assignee thereunder. Assignee shall take possession of the Premises in its -------------- present "as is" condition, subject to ordinary wear and tear and damage by casualty prior to the Effective Date.("Assignee"), a Delaware corporation, and ((Insert1)). AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties hereby agree as follows, effective as of the Spin-Off Date: 1. Assignor assigns, transfers and conveys to Assignee all of ---------- Assignor's rights, title, obligations and interest in, to and under the Lease. (b) Assignee shall perform the obligations of Assignor under the Lease and Assignee shall be bound by all of the terms and conditions of the Lease in every way as if Assignee were originally a party thereto as tenant/lessee. (b) Landlord recognizes Assignee as Assignor's successor-in-interest in and to the Lease.Assignee by this Agreement becomes entitled to all right, title and interest of Assignor in and to the Lease as if Assignee were an original party to the Lease.The purchase agreement acknowledged the lease and attached an exhibit that stated, “ ‘Land Lease covering real property on which broadcasting transmitter is located.’ ” (.) In ruling in favor for the landlord, the trial court agreed with the Landlord that this language was sufficient evidence that the assignee expressly assumed the obligations of the lease. The appellate court noted that “[i]n every case examined where there has been an express assumption, the assignee has stated specifically either orally or in writing that he agrees to be bound by the terms of the lease.” ( (1937) 18 Cal.App.2d 522, 525 (“the lease itself declares that an assignment shall be void unless the assignee agrees, in writing, to carry its burdens, the agreement of the defendant, in harmony with the requirement of the lease, may be interpreted as a contract directly with the lessor”].) By Randy Aguirre, esq.


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