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ASSIGNMENT AND ASSUMPTION AND CONSENT AGREEMENT

Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION AND CONSENT AGREEMENT | Document Parties: 731 Office One Holding LLC | 731 OFFICE ONE LLC | Alexander's Inc | Bloomberg Inc | BLOOMBERG LP | Citibank, NA | CITICORP NORTH AMERICA, INC You are currently viewing:
This Assignment and Assumption Agreement involves

731 Office One Holding LLC | 731 OFFICE ONE LLC | Alexander's Inc | Bloomberg Inc | BLOOMBERG LP | Citibank, NA | CITICORP NORTH AMERICA, INC

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Title: ASSIGNMENT AND ASSUMPTION AND CONSENT AGREEMENT
Governing Law: New York     Date: 5/4/2009
Industry: Real Estate Operations     Law Firm: Willkie Farr     Sector: Services

ASSIGNMENT AND ASSUMPTION AND CONSENT AGREEMENT, Parties: 731 office one holding llc , 731 office one llc , alexander's inc , bloomberg inc , bloomberg lp , citibank  na , citicorp north america  inc
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Exhibit 10.60

 

ASSIGNMENT AND ASSUMPTION AND CONSENT AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AND CONSENT AGREEMENT (this “ Agreement ”) is dated as of the 25th day of March, 2009, among 731 OFFICE ONE LLC, a Delaware limited liability company, having an address c/o Alexander’s Inc., 888 Seventh Avenue, New York, New York 10019 (“ Landlord ”), CITICORP NORTH AMERICA, INC., a Delaware corporation, having an address c/o City Realty Services, Two Court Square – 4th Floor, Long Island City, New York 11120 (“ Assignor ”), and BLOOMBERG L.P., a Delaware limited partnership, having an address at 731 Lexington Avenue, New York, New York 10022 (“ Assignee ”).

W I T N E S S E T H:

WHEREAS, pursuant to an Agreement of Lease (the “ Original Lease ”), dated as of February 7, 2005, between Landlord, as landlord, and Citibank, N.A. (“ Citibank ”), as tenant, Landlord did demise and let to Citibank, and Citibank did hire and take from Landlord, certain premises in the building that is known by the street address of 731 Lexington Avenue, New York, New York 10022, on the terms and subject to the conditions set forth therein;

WHEREAS, the Original Lease was amended pursuant to (i) a side letter agreement (the “ First Side Letter Agreement ”), dated February 7, 2005, between Landlord and Citibank, and (ii) a side letter agreement (the “ Second Side Letter Agreement ”), dated February 7, 2005, between Landlord, Citibank and Assignee (the Original Lease, as so amended by the First Side Letter and the Second Side Letter Agreement, being referred to herein as the “ Lease ”);

WHEREAS, pursuant to the Assignment and Assumption Agreement (the “ Citibank Assignment Agreement ”), dated as of January 21, 2009, between Citibank, as assignor, and Assignor, as assignee, Citibank assigned all of Citibank’s right, title and interest in and to the Lease to Assignor, and Assignor accepted such assignment and assumed all of the obligations of Citibank as tenant under the Lease;

WHEREAS, Assignor and Assignee have entered into an Amended and Restated Transfer and Escrow Agreement (the “ Transfer Agreement ”), dated as of the date hereof;

WHEREAS, Assignor desires to assign to Assignee all of Assignor’s right, title and interest in and to the Lease and the documents (the “ Other Lease Documents ”) set forth on Exhibit “A” attached hereto and made a part hereof, and Assignee desires to accept such assignment and assume all of Assignor’s obligations under the Lease and the Other Lease Documents, in each case, to the extent accruing from and after the date hereof;

 

 

 


WHEREAS, the Lease requires Assignor to obtain the consent of Landlord to any such assignment and assumption of the Lease; and

WHEREAS, Landlord desires to so consent to such assignment and assumption of the Lease, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the mutual receipt and legal sufficiency of which the parties hereto hereby acknowledge, Landlord, Assignor and Assignee hereby agree as follows:

1.              Definitions . All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Lease.

 

2.

Assignment and Assumption .

(a)       Effective as of the date hereof, (i) Assignor hereby grants, assigns, transfers and conveys and sets over to Assignee all of Assignor’s right, title and interest, as tenant, in, to and under the Lease, and (ii) Assignee hereby accepts such grant, assignment, transfer and conveyance from Assignor, and agrees to perform and fulfill all of the terms, covenants, and obligations that are imposed upon the tenant under the Lease, in each case, to the extent accruing from and after the date hereof.

(b)       Effective as of the date hereof, (i) Assignor hereby grants, assigns, transfers and conveys and sets over to Assignee all of Assignor’s right, title and interest, in, to and under the Other Lease Documents, and (ii) Assignee hereby accepts such grant, assignment, transfer and conveyance from Assignor, and agrees to perform and fulfill all of the terms, covenants, and obligations that are imposed upon Assignor under the Other Lease Documents, in each case, to the extent accruing from and after the date hereof.

3.         Consent . In reliance upon the agreements and representations contained in this Agreement, Landlord hereby consents to the aforementioned assignment and assumption of the Lease (the aforementioned assignment and assumption of the Lease being referred to herein as the “ Bloomberg Assignment ”).

4.         Representations and Warranties . Assignor and Assignee represent and warrant to Landlord that (i) no rent or other consideration is being paid or is payable to Assignor by Assignee for the right to use or occupy the space demised under the Lease (the “ Premises ”) or for the use, sale or rental of Assignor’s fixtures, leasehold improvements, equipment, furniture or other personal property in excess of the Fixed Rent and any additional rent payable pursuant to the Lease, (ii) a true, correct and complete copy of the Transfer Agreement is attached hereto as Exhibit “B” and made a part hereof, and (iii) the Transfer Agreement and this Agreement constitute the entire agreement of Assignor and Assignee with respect to the Bloomberg Assignment.

5.         No Waiver, Modification, Etc. Neither Landlord’s execution and delivery of this Agreement, nor any acceptance of rent or other consideration from Assignor or Assignee by Landlord or Landlord’s agent, shall operate to or be construed to (a) modify, waive, impair, release or in any manner affect any of the provisions,

 

 

 


covenants, agreements, terms or conditions contained in the Lease or Assignor’s or Assignee’s obligations or liability thereunder, (b) waive any of Assignor’s or Assignee’s breach or violation of any provision of the Lease or any rights or remedies of Landlord against any person, firm, association or corporation liable or responsible for the performance thereof, (c) enlarge or increase Landlord’s obligations or diminish Landlord’s rights under the Lease or otherwise, or (d) enlarge or increase any of Assignor’s or Assignee’s obligations or rights or diminish Assignor’s or Assignee’s obligations or rights under the Lease or otherwise; and all provisions, covenants, agreements, terms, rights and conditions of the Lease are hereby ratified and affirmed. Except as provided in Paragraph 3 hereof, Landlord’s consent to the Bloomberg Assignment shall not constitute a consent to any sale, assignment, transfer or disposition of Assignor’s or Assignee’s interests or rights under the Lease, including, without limitation, any assignment of the tenant’s interest under the Lease from Assignee to Assignor, or a subleasing of the Premises (or any portion thereof) thereunder, and, except as expressly permitted under the Lease, no such sale, assignment, transfer, disposition, or subleasing shall be made without the prior written approval of Landlord pursuant to and in accordance with the provisions of the Lease.

6.         No Approval of Transfer Agreement . Nothing contained herein shall be construed as a consent to, or approval of, or ratification by Landlord of any of the terms of the Transfer Agreement, or as a representation or warranty by Landlord (except as expressly provided herein). Landlord has not, and shall not, review or pass upon any of the specific terms of the Transfer Agreement and shall not be bound or estopped in any way by the specific terms of the Transfer Agreement. Landlord’s consent to the Bloomberg Assignment shall not constitute consent to the performance of Alterations or to any other matter that may be referred to or contemplated by the Transfer Agreement.

7.         Continuing Liability . Nothing contained in this Agreement shall be construed as relieving or releasing the Assignor from any of its obligations under the Lease, and it is expressly understood that Assignor shall remain liable for such obligations notwithstanding subsequent assignment(s), sublease(s) or transfer(s) of the interest of the Assignee under the Lease, as provided in Section 17.1(G) of the Lease.

8.         Costs For Consent . Assignor acknowledges and agrees that in connection with the Bloomberg Assignment Landlord has incurred costs in an amount (the “ Assignment Amount ”) equal to Seventy-Nine Thousand Five Hundred Eighty-Six and 21/100 Dollars ($79,586.21). Assignor agrees to pay the Assignment Amount to Landlord within ten (10) days after the date hereof.

9.         Defaults . Assignor and Assignee acknowledge and agree that a material default of Assignor or Assignee hereunder that continues for twenty (20) days after Landlord has notified Assignor or Assignee, as the case may be, of such material default shall constitute an Event of Default under the Lease and Landlord shall have the right and may purse all of the rights, powers and remedies provided for in the Lease or at law or in equity or by statute or otherwise with respect to defaults, provided, however, if such material default cannot be cured within such twenty (20) day period, and Assignor or Assignee, as the case may be, notifies Landlord that it wishes to extend its cure period, then Landlord shall allow Assignor or Assignee, as the case may be, such

 

 

 


additional reasonable period of time as is required to cure the same so long as such cure has been commenced within such twenty (20) day period and is being diligently pursued to completion.

10.       Entire Agreement . This Agreement contains the entire agreement of Landlord, on the one hand, and Assignor and Assignee, on the other hand, with respect to the matters c


 
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