LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Agreement") is made as of
July 1, 1999, by and among ▇▇▇▇▇▇▇ ▇. Properties, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(collectively, "Sellers"), and ▇▇▇▇ Wash, Inc., the successor by merger to
American Wash Services, Inc. ("Purchaser")
RECITALS
Sellers and Purchaser are parties to a Real Estate and Asset Purchase
Agreement dated March 8, 1999, ("Purchase Agreement"). In accordance with the
Purchase Agreement, certain of the assets of Sellers ("Assets") and certain of
the contractual liabilities of Sellers under leases will be conveyed to
Purchaser on the closing date of the Purchase Agreement.
The Sellers desire to assign and convey to Purchaser certain leases,
pursuant to the Purchase Agreement, and Purchaser desires to accept said
conveyance and assignment on the terms and conditions set forth herein and in
the Purchase Agreement.
AGREEMENT
NOW THEREFORE, the parties, intending to be bound thereby, and in
exchange for the consideration set forth in the Purchase Agreement, agree as
follows:
1. Assignment. The Sellers hereby assign all right, title and interest
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of Sellers under the leases set forth below ("Leases").
(a) Lease dated March 1, 1999 between Amoco Oil Company, a
Maryland Corporation and ▇▇▇▇▇▇▇ ▇. Properties, Inc. for premises known
as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇.;
(b) Lease executed April 2, 1998 between Amoco Oil Company, a
Maryland Corporation and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for premises known as ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇;
(c) Lease dated January 31, 1999 between ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for premises known as the Robo Carwash Site at ▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇;
(d) Lease executed May 15, 1989 between Second Philadelphia
Equities and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for the premises known as ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇.
Sellers, to date, have been unable to locate originals or copies of the leases
in 1(b) and 1(d) above ("Missing Leases"). Sellers represent and warrant that
the Missing Leases do exist, and that Sellers are in possession of ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇. under the
terms of the Missing Leases. Sellers will use their best efforts to obtain
originals of the Missing Leases and deliver them to Purchaser. Sellers represent
and warrant that the Missing Leases have the same terms and provisions as the
leases for the same premises which Sellers have delivered to Purchaser but which
have ▇▇▇▇▇ Acceptance Corp. as the tenant of ▇▇▇▇▇▇ Avenue
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and Soft Cloth Shammy Shine, Inc. as tenant of Yeadon, Pa.
2. Assumption. Purchaser accepts the assignment of the Leases and
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assumes all of the Sellers' obligations under the Leases arising after the date
of this Agreement. Purchaser shall be liable for payment and/or performance of
all the terms, conditions covenants, and warranties of the Leases arising after
the date of this Agreement.
3. No Waiver; Remedies Cumulative. No waiver by the parties hereto of
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any default or breach of any term, condition or covenant of this Agreement shall
be deemed to be a waiver of any subsequent default or breach of the same or any
other term, condition or covenant contained herein. No right, remedy or election
given by any term of this Agreement shall be deemed exclusive but each shall be
cumulative with all other rights, remedies and elections available at law or in
equity.
4. Assignment; Binding Effect. This Agreement is not assignable by the
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Sellers. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and Purchaser's successors and assigns.
5. Severability; Headings. If any portion of this Agreement is held
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invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. The
paragraph headings herein are for reference purposes only and are not intended
in any way to describe, interpret, define or limit the extent or intent of this
Agreement or of any part hereof.
6. Governing Law. This Agreement shall in all respects be construed in
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accordance with the laws of the State of New Jersey.
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IN WITNESS WHEREOF, The parties hereto have caused this Assignment and
Assumption Agreement to be executed as of the day and year first above written.
PURCHASER ▇▇▇▇ WASH, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
SELLERS
▇▇▇▇▇▇▇ ▇. Properties, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Personally
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