Username:
  
  Password:
  
  

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.

 

2.

Assignment and Assumption .

(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 respon


This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more