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.
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2.
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Assignment and
Assumption .
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(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