R-7442
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CA:RMM:rmd472jhpca
city Council Meeting 6-9-87
Santa Monica, California
RESOLUTION NUMBER 7442
(City council Series)
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MONICA APPROVING AN ASSIGNMENT
OF A LEASE AGREEMENT FROM LEAR SIEGLER, INC.
TO LEAR SIEGLER ASTRONICS CORP.
WHEREAS, on October 15, 1976, the city of Santa Monica
entered into a Lease Agreement with Lear Siegler, Inc., a
Delaware corporation; and
WHEREAS, the city of Santa Monica has received a request to
approve an assignment of the lease to Lear Siegler Astronics
Corp., a Delaware corporation,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA
MONICA DOES RESOLVE AS FOLLOWS:
SECTION 1. The city Council of the City of Santa Monica
approves the assignment of the October 15, 1976 lease agreement,
and any addendums thereto, from Lear Siegler, Inc., a Delaware
corporation, to Lear siegler Astronics corp., a Delaware
corporation, and authorizes the City Manager to execute an
Assignment and Assumption Agreement.
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SECTION 2. The city Clerk shall certify to the adoption of
this Resolution, and thenceforth and thereafter the same shall be
in full force and effect.
APPROVED AS TO FORM:
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ROBERT M. MYERS
City Attorney
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I hereby certify tha the foregoing Resolution No. 7442(CCS)
was duly adopted by the City Council of the City of Santa Monica
at a meeting thereof held on June 9, 1987 by the following
council vote:
Ayes: Councilmembers: Finkel, A. Katz, H. Katz, Reed,
Zane, Mayor Conn
Noes: Councilmembers: None
Abstain: Councilmembers: None
Absent: Councilmembers: Jennings
ATTEST:
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MSJAOI.4
04/01/87
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement, made as of the ~~~day of March, 1987 by and
between Lear Siegler, Inc., a Delaware corporation (the "Assign-
or"), and Lear Siegler Astronics Corp., a Delaware corporation
( "As s i gne e" ) .
WHEREAS, the Assignor desires to assign to the Assignee its
interest as lessee under those certain agreements of lease set
forth on Schedule A (the "Leases").
NOW, THEREFORE, in consideration of $10.00 and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledge, Assignor and Assignee hereby agree as follows:
I. The Assignor does hereby assign, transfer and set over
to the Assignee, its successors and assigns, all of its right,
title and interest in, to and under the Leases (the "Assigned In-
terests"), to have and to hold the same unto the Assignee and its
successors from the date hereof for and during all the rest, resi-
due, and remainder of the term of the letting under the Leases,
subject nevertheless to all the terms, provisions, covenants and
conditins therein contained.
2. The Assignee accepts the assignment contained in para-
graph 1, and does hereby assume the performance of and does hereby
agree to perform, observe and be subject to, all the terms, provi-
sions, covenants and condition, including without limitation the
obligation to pay rent, contained in the Leases, which were or are
to be performed or observed by or are applicable to the lessee
thereunder.
3. Assignment of the Leases shall not release or discharge
Assignor of its obligations under the Leases in the event of de-
fault by Assignee.
4. Anything in this Agreement to the contrary notwithstand-
ing, at the option of the Assignee, this Agreement shall not have
consti tuted an assignment or an agreement to transfer or assign
any of the Assigned Interests if an attempted assignment of such
Assigned Interests wi thout the consent of a thi rd party the~eto
would constitute a breach of the respective Lease or in any way
affect the rights of the Assignee or the Assignor thereunder and
such consent has not been obtained. If such consent is not ob-
tained, or if an attempted assignment of the Assigned Interests
would be ineffective or would affect the rights of the Assignor
under the respective Lease so that the Assignee would not in fact
receive any such Assigned Interests, the Assignor will cooperate
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with the Assignee in any reasonable arrangement desired to provide
for the Assignee the benefits under any such Assigned Int~rests.
If such consent is obtained after the date hereof, the assignment
to the Assignee by the Assignor of any such Assigned Interests
shall be deemed effective at the time such consent is effective,
without any further action by the parties hereto.
5. This Assignment and Assumption Agreement shall be bind-
ing upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
IN WITNESS THEREOF, the parties hereto have executed this As-
signment and Assumption Agreement as of the date first above writ-
ten.
Lear Siegl~7b Inc.
By:1J ((trC~i I~J
Its:
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Lear Siegler Astronics Corp.
By: A~ II J1t/dJ~
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Its: lIlt!e /4UJ (ud-- .
CONSENT ACKNOWLEDGED
Name:
Title:
Date:
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