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ASSIGNMENT AND ASSUMPTION OF
SELLER’S INTEREST IN OPERATING
LEASE
THIS ASSIGNMENT AND ASSUMPTION OF SELLER’S
INTEREST IN OPERATING LEASE (this "Assignment"), dated as of the 4
th day of January, 2007, is made by and between
Gettinger Associates, L.P. a New York limited partnership
("Assignor"), and 1407 Broadway Real Estate LLC, a Delaware limited
liability company ("Assignee").
WHEREAS, Assignor and Assignee entered into that
certain Sale and Purchase Agreement dated as of the 25
th day of October, 2006 (the "Sales Contract") for the
sale and purchase of the Property (as such term is defined in the
Sales Contract);
WHEREAS, pursuant to the Sales Contract, Assignor
desires to assign, transfer, set over and deliver to Assignee all
of Assignor's right, title and interest as lessee under that
certain Sub-Lease dated February 1, 1954, between Webb & Knapp,
Inc., and landlord, and Assignor, as tenant, which Sub-Lease was
recorded in the Office of the Register of the City of New York, New
York County, on February 6, 1954 in Liber 4868, Page 339 (the
"Operating Lease"); and
WHEREAS, Assignee desires to assume the duties
and obligations of Assignor with respect to the Operating
Lease;
NOW, THEREFORE, in accordance with the Sales
Contract and in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00), the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby covenant and agree as follows
and take the following actions:
1. Assignor does
hereby assign, transfer, set over and deliver unto Assignee,
without representation, warranty or recourse, all of
Assignor’s right, title and interest in and to the Operating
Lease.
2. THE OPERATING
LEASE IS BEING ASSIGNED WITHOUT ANY REPRESENTATION, WARRANTY OR
RECOURSE BY OR AGAINST ASSIGNOR WHATSOEVER. ASSIGNEE IS HEREBY
ACQUIRING THE OPERATING LEASE BASED SOLELY UPON ASSIGNEE’S
OWN INDEPENDENT INVESTIGATIONS AND NOT IN RELIANCE ON ANY
INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR’S AGENTS OR
REPRESENTATIVES. ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY,
GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT,
EXPRESSED OR IMPLIED, CONCERNING THE OPERATING LEASE OR
ASSIGNOR’S TITLE THERETO. WITHOUT LIMITATION OF THE
FOREGOING, ASSIGNEE’S ACQUISITION OF THE OPERATING LEASE IS
SUBJECT TO ALL OF THE PERMITTED EXCEPTIONS SET FORTH IN (AND AS
SUCH TERM IS DEFINED IN) THE SALES CONTRACT.
3. Assignee hereby
accepts the foregoing assignment of the Operating Lease and hereby
assumes all duties and obligations of Assignor thereunder, arising
on and after the date hereof. Assignee shall defend, indemnify, and
hold harmless Assignor against and from all claims, liabilities,
suits, judgments, losses, damages, costs and expenses (including,
without limitation, attorneys’ fees and disbursements)
asserted against, suffered or incurred by Assignor, its successors
or assigns, arising out of or in connection with (i) the failure of
Assignee to pay, perform or observe any of the terms, covenants and
conditions of the Operating Lease required to be paid, performed or
observed by the lessee thereunder on or after the date hereof
and/or (ii) any acts or omissions occurring on or after the date
hereof in connection with the Ope
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