Back to top

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

Lease Assumption Agreement

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT | Document Parties: HB-ESC  V,  L.P | ESC IV, L.P | EMERITUS  CORPORATION | HR  ACQUISITION  OF  SAN  ANTONIO,  LTD You are currently viewing:
This Lease Assumption Agreement involves

HB-ESC V, L.P | ESC IV, L.P | EMERITUS CORPORATION | HR ACQUISITION OF SAN ANTONIO, LTD

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
Date: 1/14/2004
Industry: Healthcare Facilities     Law Firm: The Nathanson Group, PLLC    

50 of the Top 250 law firms use our Products every day

 

 

 

                  ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

                                 (WITH CONSENT)

 

                         (KINGSLEY PLACE AT STONEBRIDGE)

 

                          Dated as of December 31, 2003

 

HB-ESC   V,   L.P., a Washington limited partnership ("Assignor"), ESC IV, L.P., a

Washington   limited   partnership,   doing business in Texas as Texas-ESC IV, L.P.

("Assignee"),   EMERITUS   CORPORATION,   a   Washington   corporation   ("Emeritus"),

DANIEL   R.   BATY,   an   individual resident of the State of Washington ("Existing

Guarantor"),   and   HR   ACQUISITION   OF   SAN   ANTONIO,   LTD.,   an Alabama limited

partnership,   formerly   known   as   Capstone   Capital of San Antonio, Ltd., d/b/a

Cahaba   of   San   Antonio,   Ltd.   ("Lessor"),   agree   as   follows:

 

1.      PRELIMINARY   STATEMENTS.   Lessor   and   Integrated   Living   Communities of

McKinney,   L.P, a Delaware limited partnership ("Original Lessee") (successor by

conversion   to   Integrated   Living   Communities   of   McKinney,   Inc., a Delaware

corporation)   entered into that certain Lease Agreement dated as of December 31,

1996, which was amended by that certain First Amendment to Lease Agreement dated

as   of   December   1,   1997, and which was further amended by that certain Second

Amendment   to Lease Agreement dated as of May 9, 2002 (as amended, the "Lease"),

whereby Lessor agreed to lease to Original Lessee, and Original Lessee agreed to

lease   from   Lessor,   that   certain   assisted living facility located at 1650 S.

Stonebridge   Drive,   McKinney,   Texas   75070, as more particularly described and

defined   in   the Lease (the "Leased Property").   A copy of the Lease is attached

hereto   as   Exhibit   "A".   The Lease was assigned to Assignor by Original Lessee

pursuant   to   that   certain   Assignment   and Assumption of Lease Agreement (With

Consent)   dated   as   of   May 9, 2002.   Existing Guarantor executed a Guaranty of

Payment   and   Performance   dated   May 9, 2002 ("Existing Guaranty"), in favor of

Lessor,   guaranteeing   Assignor's   obligations   under   the   Lease.   Assignor now

desires to assign to Assignee, and Assignee desires to accept the assignment of,

any   right,   title   or   interest   Assignor   has in and to the Leased Property as

lessee   under the Lease, and Assignor and Assignee desire Lessor to, among other

things,   consent   to   such   assignment   and to make certain other agreements and

statements,   all   pursuant   to   the   terms and conditions of this Assignment and

Assumption   of   Lease   Agreement   (this   "Agreement").   Emeritus   is   the   sole

shareholder of ESC G.P. II, INC., a Washington corporation, which is the general

partner   of   Assignee.   Emeritus   is   required   to make certain representations,

warranties   and   agreements   in   this   Agreement as a condition precedent to the

execution   of   this   Agreement   by   Lessor.

 

2.      EFFECTIVENESS;   DEFINED   TERMS.   Unless   otherwise   indicated   to   the

contrary,   all   terms   and conditions of this Agreement shall be effective as of

the   date   first   written   above   (the   "Effective   Date").   Unless   defined   or

otherwise   indicated   herein,   capitalized   terms used herein without definition

shall   have   the   definitions   provided   therefor   in   the   Lease.

 

3.      ASSIGNMENT.   Assignor assigns and conveys unto Assignee all of Assignor's

right,   title   and   interest   in   and to the Leased Property as lessee under the

Lease,   effective   as   of the Effective Date.   Commencing on the Effective Date,

Assignee   shall be primarily liable, as principal rather than as surety, for the

payment   and   performance   of   all of Assignor's obligations as lessee under the

Lease   arising   on   or   after   the   Effective   Date.

 

4.      ASSUMPTION.   Assignee accepts said assignment from Assignor and expressly

assumes and agrees to keep and perform all of the terms of the Lease on the part

of   lessee under the Lease arising on or after the Effective Date.   Assignee and

Emeritus   shall   be   and become jointly and severally liable for the payment and

performance of each obligation of the lessee under the Lease arising on or after

the   Effective   Date.

 

5.      RELEASE OF ASSIGNOR/EXISTING GUARANTOR NOT RELEASED.   As of the Effective

Date,   Lessor   for   itself   and for its affiliates, subsidiaries, successors and

assigns, hereby releases Assignor, and its affiliates, subsidiaries, successors,

assigns,   agents   and   attorneys,   representatives   and   employees,   from   their

respective   obligations   and   liabilities of any kind or nature whatsoever under

the   Lease (including the payment of rent and other charges) arising or accruing

on or after the Effective Date, although Assignor shall not be released from any

obligations   or   liabilities   of any kind or nature arising or accruing prior to

the   Effective   Date.   Existing   Guarantor   shall   not   be   released   from   any

obligations   or   liability   under   the   Existing Guaranty and shall guaranty the

obligations   of   Assignee   under   the   Lease.

 

6.      ASSIGNOR'S   REPRESENTATIONS.   Assignor   represents   to Assignee, Emeritus

and   Lessor   that,   as   of   the date of this Agreement, (i) to Assignor's actual

knowledge, there is no default on the part of Lessor under the Lease; (ii) there

is   no default on the part of Assignor under the Lease or event, which, with the

giving   of   notice   or   passage   of   time   or both, would constitute an Event of

Default   under   the Lease; (iii) the Lease is valid and in full force and effect

and   has   not   been   modified,   supplemented,   or   amended,   nor   to   its actual

knowledge,   has   Lessor   assigned   its interest in the Lease; (iv) to Assignor's

actual   knowledge,   there   are no existing or impending condemnation proceedings

which   could   affect the Leased Property; (v) all Impositions (as defined in the

Lease)   are   current   and fully paid; and (vi) the amount of the current Minimum

Rent (per month) and the date through which rent has been paid for the Lease and

for   the   Related   Leases   is   set   forth   in   Exhibit   "B"   to   this Agreement.

 

7.      ASSIGNEE'S   AND   EMERITUS' REPRESENTATIONS.   Assignee and Emeritus hereby

(i)   acknowledge   and agree that there are no offsets or defenses to payment and

performance of the obligations of Assignor and Assignee or any other party under

the   Lease;   and (ii) waive any defense, claim or counterclaim arising out of or

in   connection   with   the obligations of Assignor or Assignee or any other party

under the Lease that exists as of the Effective Date (but not any defense, claim

or   counterclaim   that   may   arise   in   the   future).

 

8.      CONDITIONS   PRECEDENT   TO   LESSOR'S   CONSENT.   The   following   items   are

conditions   precedent   to   Lessor's   consent   to   the   assignment   of Assignor's

interest   under   the Lease to Assignee and must be completely satisfied prior to

the   effectiveness   of   such   assignment   (Lessor's   execution and unconditional

delivery   to   Assignor   and Assignee of this Agreement shall constitute Lessor's

agreement   that   the   Effective   Date   is   the   date first hereinabove written):

 

8.1      Assignor   and   its   affiliates   shall   execute and deliver the following

agreements   to Lessor, and shall complete and satisfy all of Lessor's conditions

precedent   set   forth   therein:

 

i.      the   Assignment   and Assumption of Lease Agreement, dated as of even date

herewith,   among   Assignor,   Assignee   and   Lessor,   with   respect   to the Lease

Agreement dated December 31, 1996, between Lessor, Integrated Living Communities

of   Oakwell,   L.P.,   a   Delaware   limited   partnership   ("ILCO"),   successor   by

conversion   to   Integrated   Living   Communities   of   Oakwell,   Inc.,   a Delaware

corporation, as lessee, for the assisted living facility located at 3360 Oakwell

Court,   San   Antonio,   Texas   78218,   which   was   amended   by that certain First

Amendment   to   Lease   Agreement   dated   as   of   December 1, 1997 and that Second

Amendment   to   Lease Agreement dated as of May 9, 2002, and which was previously

assigned   to   Assignor   by   that   certain   Assignment   and   Assumption   of Lease

Agreement   (With   Consent) dated as of May 9, 2002 (as amended and assigned, the

"Oakwell   Lease");

ii.      the   Assignment and Assumption of Lease Agreement, dated as of even date

herewith,   among   Assignor,   Assignee   and   Lessor,   with   respect   to the Lease

Agreement dated December 31, 1996, between Lessor, Integrated Living Communities

of   San   Antonio,   L.P.,   a Delaware limited partnership ("ILCSA"), successor by

conversion   to   Integrated   Living   Communities of San Antonio, Inc., a Delaware

corporation,   as   lessee, for the assisted living facility located at 9000 Floyd

Curl   Drive,   San Antonio, Texas   78240, which was amended by that certain First

Amendment   to   Lease   Agreement   dated   as   of   December 1, 1997 and that Second

Amendment   to   Lease Agreement dated as of May 9, 2002, and which was previously

assi


SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Close this window