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 Operating Lease. The foregoing
provisions of this Paragraph 3 shall not limit or otherwise affect
any indemnification
