ASSIGNMENT made as of May 31, 1996 between Empire Blue Cross Blue Shield
("Assignor"), a New York Not-For-Profit Health Service Corporation, having
an office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Merit
Behavioral Care Corporation ("Assignee"), a New Jersey corporation having
an office at Xxx Xxxxxxx Xxxxx Xxxx Xxxxx, Xxx Xxxxxx 00000.
W I T N E S S E T H
WHEREAS, Assignor is the owner and holder of the tenant's leasehold estate
under that certain lease dated as of August 14, 1991 ("Lease") with respect
to a portion of the 6th floor and the entire 5th floor as more particularly
described in the Lease ("Demised Premises") in the building known as The
Kent Building, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Building")
between Xxxxx Properties Inc. as landlord and Assignor, as tenant; and
WHEREAS, Assignor desires to assign the Lease to Assignee, and Assignee
desires to assume the rights and obligations of Assignor under the Lease,
on the terms hereinafter set forth.
NOW, THERAFTER, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, Assignor and Assignee,
intending to be legally bound agree as follows:
1. Assignor hereby assigns, transfers, releases and sets over unto
Assignee, without recourse, all of the estate right, title and interest of
Assignor in, to and under the Lease
TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns,
from and after the date hereof and for all the remainder of the term of the
Lease, subject to the rents, covenants, terms and conditions contained
therein. The foregoing assignment is expressly made without representation
or warranty (either express or implied) of any nature or kind, or recourse
against Assignor, unless expressly set forth herein.
1. Assignee hereby accepts the assignment of the Lease from Assignor and
hereby assumes the obligation to observe and perform all of the terms,
covenants and conditions of the Lease to be observed or performed by the
tenant thereunder from and after the date hereof, with the same force and
effect as if the Assignee had executed the Lease originally as the tenant
named therein.
2. Assignee hereby agrees to indemnify, defend and hold Assignor harmless
from and against any and all manner of obligations, suits, claims, actions,
damages, charges, liabilities, losses, costs or expenses (including,
without limitation, reasonable attorneys' fees and disbursements) which
Assignor may directly or indirectly sustain or which may arise in
connection with or by reason of Assignee's failure to observe, perform or
comply with any of the obligations of the tenant under the Lease.
3. Assignor hereby agrees to indemnify, defend and hold Assignee harmless
from and against any and all manner or obligations, suits, claims, actions,
damages, charges, liabilities, losses, costs or expenses (including,
without limitation, reasonable attorneys' fees and disbursements) which
Assignee may directly or indirectly sustain or which may arise in
connection with or by reason of Assignor's failure to observe, perform or
comply with any of the obligations of the tenant under the Lease relating
to the period of time prior to the date hereof.
4. Assignor warrants and represents that (a) the Lease has not been
modified or amended; (b) the Lease is in full force and effect in
accordance with its terms, Assignor is not in default thereunder and no
event has occurred or failed to occur which, with the giving of notice or
the passenger of time or both, would constitute a default by Assignor
thereunder; and (c) Assignor owns the Lease free and clear of any liens or
encumbrances and has the power and authority to assign same to Assignee in
accordance with this assignment.
5. Except as may be expressly herein provided, this assignment shall not
create any rights in any third parties against Assignor or Assignee not
otherwise heretofore in existence.
6. This assignment may not be amended or modified except by an instrument
in writing executed by the parties hereto.
7. This assignment shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, successors and assigns.
IN WTINESS WHEREOF, Assignor and Assignee have have executed this
assignment as of the day and year xxxxx written above.
EMPIRE BLUE CROSS BLUE SHIELD
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
MERIT BEHAVIORAL CARE CORPORATION
By: /s/ Xxxxx X. Haggis
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Name: Xxxxx X. Haggis
Title: Vice President
