ASSIGNMENT OF LEASE AND CONSENT
THIS ASSIGNMENT dated for reference November 12, 0000
XXXXXXX:
XXXXXXXXX XXXXXX ULC, a corporation organized and existing
under the laws of Nova Scotia and extraprovincially
registered in the Province of British Columbia
(the "Assignor")
OF THE FIRST PART
AND:
WESTBEACH SPORTS INC., a company duly incorporated under the
laws of the Province of British Columbia
(the "Assignee")
OF THE SECOND PART
AND:
WESTERN IMMO HOLDINGS INC., a company duly incorporated
under the laws of the Province of British Columbia
(the "Landlord")
OF THE THIRD PART
WHEREAS:
A. Pursuant to a Lease dated April 1, 1994 (as amended by an agreement
dated July 1, 1997) (collectively the "Lease"), the Landlord demised to
Westbeach Snowboard Canada Ltd. (which subsequently amalgamated with and carried
on as the Assignor, which in turn was formerly known as Xxxxxx Westbeach Canada
ULC) the premises situate in the City of Vancouver, British Columbia, located at
0000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, and on a portion of lands
legally described as:
PID 000-000-000
Lot 7 except part in plan 3863 Xxxxx 000 XX 000 Xxxx 000
-xxx
PID 000-000-000
Lot 8 except part in plan 3863 Block 248 DL 526 Plan 590
(the "Premises")
for a term commencing on April 1, 1994 and ending on March 31, 2005;
B. The Assignor has agreed to assign the Lease to the Assignee as of
November 12, 1999 (the "Closing Date") and the Assignee has agreed to accept
such assignment; and
C. Section 13.01 of the Lease requires the consent of the Landlord to any
such assignment of the Lease and the Assignor and the Assignee have requested
that the Landlord grant its consent.
NOW THEREFORE THIS INDENTURE WITNESSES THAT in consideration of the
sum of $1.00, the premises and the mutual covenants and agreements herein
contained, and other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged), the parties covenant and agree as
follows:
1. As and from the Closing Date, the Assignor grants, assigns, transfers
and sets over absolutely and unconditionally unto the Assignee all of the
Assignor's right, title and interest both at law and in equity in and to the
Premises, the Lease and the unexpired residue of the term thereof and any rights
of renewal contained therein, and all other benefits and advantages to be
derived therefrom to hold unto the Assignee subject to the payment of rent and
the observance and performance by the Assignee of the Assignor's covenants,
agreements and obligations contained in the Lease.
2. The Assignor represents and warrants to the Assignee that:
(a) subject to receipt of the Landlord's consent, the Assignor has full
right and authority to assign its interest in the Premises and the
Lease as contemplated hereby;
(b) the Assignor's interest in the Premises and the Lease is free and
clear of all liens, charges, encumbrances and judgments of any nature
or kind whatsoever;
(c) the Lease is good, valid and subsisting and the Assignor has observed
and performed each and every covenant, agreement and obligation of the
Assignor therein required to be observed or performed by it to the
Closing Date; and
(d) the Lease has not previously been terminated, amended or assigned,
other than as set out herein.
3. As and from the Closing Date, the Assignee assumes and agrees to
observe, perform, be bound by and be liable under, as an obligation of the
Assignee, each and every covenant, agreement and obligation of the Assignor
under the Lease required to be observed or performed on or after the Closing
Date (collectively, the "Assumed Obligations").
4. The Assignor will indemnify, defend and save harmless the Assignee
from and against all actions, suits, losses, damages and expenses for or on
account of the non-observance or non-performance of any of the covenants,
agreements or obligations contained in the Lease arising prior to the Closing
Date, and the Assignee will indemnify, defend and save harmless the Assignor
from and against all actions, suits, losses, damages and expenses for or on
account of the non-observance or non-performance of any of the covenants,
agreements or obligations contained in the Lease arising on or after the Closing
Date.
5. The Landlord hereby consents to the assignment by the Assignor to the
Assignee of all of its right, title and interest in and to the Premises, the
Lease and the unexpired residue of the term thereof and any rights of renewal
contained therein, and acknowledges that the Assignor is not now in default
under the terms of the Lease.
6. The consent of the Landlord shall not be deemed to authorize any
further or other assignment or subletting or the granting of any right or
license of possession or occupancy without permission of the Landlord and
subject always to the terms and conditions set out in the Lease.
7. The Assignor agrees with the Assignee that it will from time to time
and at all times hereafter at the request of the Assignee execute and deliver to
the Assignee such further assurances for the better and more perfect assignment
to the Assignee of the Lease, or for its registration at the appropriate Land
Title Office, as the Assignee may require.
8. This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective successors and assigns.
9. The invalidity or unenforceability of any provision of this Agreement
or any part thereof shall not affect the validity or enforceability of the
remainder of this Agreement or such provision.
10. This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia.
IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.
WESTBEACH CANADA ULC
Per: /s/Xxxxx Xxxxxx
------------------------
Authorized Signatory
WESTBEACH SPORTS INC.
Per: /s/Xxxx Xxxxxx
------------------------
Authorized Signatory
WESTERN IMMO HOLDINGS INC.
Per: /s/Xxxx Xxxxx
------------------------
Authorized Signatory
