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.
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2.
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Assignment and
Assumption .
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(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