Loading...
HomeMy WebLinkAboutZhen Kee Renton WA - Assignment & Assumption, FEMarcus&,Millichap Marcus & Millichap, Inc. 601 Union St Ste 2710 Seattle, WA 98101 Phone: 206-826-5700 Fax: 206-826-5710 © Commercial Brokers Association ALL RIGHTS RESERVED Form: PS AS Assignment and Assumption Rev. 7/2020 Page 1 of 5 ASSIGNMENT AND ASSUMPTION AGREEMENT This has been prepared for submission to your attorney for review and approval prior to signing. No representation is made by licensee as to its sufficiency or tax consequences �CBA This Assignment and Assumption Agreement (the "Assignment") is made the __ day of December , 20 11, between JK Wang LLC ("Assignor") and Aksha Sunset Renton Property LLC ("Assignee") who are parties to a Purchase and Sale Agreement with a Reference Date of November 1 , 2011 (the "Purchase Agreement") for real property located at or a business opportunity commonly known as 151 Sunset Blvd N, Renton, WA 98057 (the "Property"). 1.Assigned Property. Pursuant to the terms of the Purchase Agreement, Assignor grants, assigns, sells, transfers, sets over and delivers to Assignee all of Assignor's right, title and interest in and to the following personal property (collectively the "Assigned Property") and Assignee accepts such assignment: A Leases. Each of the leases of real or personal property identified in Exhibit A to this Assignment; B.Contracts. All contracts or agreements of any nature, (including without limitation design contracts, construction contracts, purchase orders, utility contracts, water and sewer service contracts, maintenance contracts, warranties, and soils reports), identified in Exhibit B to this Assignment; and C.Intangible Property. All intangible property now or hereafter existing with respect to the Property (including without limitation: all rights-of-way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, plans, specifications and other architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, engineers, architects, consultants or other parties associated with the Property; all utility, security and other deposits and reserve accounts made as security for the fulfillment of any of Assignor's obligations; any name of or telephone numbers for the Property; any related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received), identified in Exhibit C to this Assignment. 2.Assumption. Assignee assumes all of the obligations imposed on the Assignor by the Assigned Property that accrue or arise on or after the Effective Date of this Agreement. 3.Indemnification. Assignor agrees to indemnify, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, costs and expenses, including reasonable attorneys' fees, occurring by reason of Assignor's breach of any provisions of the leases identified in Exhibit A or contracts or agreements identified in Exhibit B that occurred prior to the Effective Date. Assignee agrees to indemnify, defend and hold Assignor harmless from and against any and all claims, demands, liabilities, costs and expenses, including reasonable attorneys' fees, occurring by reason of Assignee's breach of any provisions of the leased real or personal property identified in Exhibit A or contracts or agreements identified in Exhibit B that occur on or after the Effective Date. 4.Effective Date. The term "Effective Date" as used in this Assignment means: a) in the event the Property consists of real property, the date that the deed conveying title to the Property from Assignor to Assignee is recorded in the official records of the County recorder's office or, b) in the event the Property consists only of a business opportunity, the date on which ownership of the business is legally transferred from Assignor to Assignee. 5.Further Assurances. Assignor and Assignee shall, on the written request of the other party, execute, acknowledge and deliv�rther documents and assurances and perform further acts that the other party INITIALS: ASSIGN� )( � DATE:{ 2/�0/?,,0 6/ ASSIGNEE ______ DATE: _____ _ ASSIGNOR ______ DATE: ______ ASSIGNEE ______ DATE: _____ _ I' !'l!l''I ! ! l!I .. 30 INITIALS: ASSIGNOR DATE:ASSIGNEE DATE: ASSIGNOR DATE:ASSIGNEE DATE: Marcus & Millichap, Inc. 601 Union St Ste 2710 Seattle, WA 98101 Phone: 206-826-5700 Fax: 206-826-5710 © Commercial Brokers Association ALL RIGHTS RESERVED Form: PS_AS Assignment and Assumption Rev. 7/2020 ASSIGNMENT AND ASSUMPTION AGREEMENTThis has been prepared for submission to your attorney for review and approval prior to signing. No representation is made by licensee as to its sufficiency or tax consequences This Assignment and Assumption Agreement (the “Assignment”) is made the day of December , 20 21 , between JK Wang LLC ("Assignor") and Aksha Sunset Renton Property LLC (“Assignee”) who are parties to a Purchase and Sale Agreement with a Reference Date of November 1 , 20 21 (the “Purchase Agreement”) for real property located at or a business opportunity commonly known as 151 Sunset Blvd N, Renton, WA 98057 (the “Property”). 1.Assigned Property . Pursuant to the terms of the Purchase Agreement, Assignor grants, assigns, sells, transfers, sets over and delivers to Assignee all of Assignor’s right, title and interest in and to the following personal property (collectively the “Assigned Property”) and Assignee accepts such assignment: A.Leases. Each of the leases of real or personal property identified in Exhibit A to this Assignment; B.Contracts. All contracts or agreements of any nature, (including without limitation design contracts, construction contracts, purchase orders, utility contracts, water and sewer service contracts, maintenance contracts, warranties, and soils reports), identified in Exhibit B to this Assignment; and C.Intangible Property. All intangible property now or hereafter existing with respect to the Property (including without limitation: all rights-of-way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, plans, specifications and other architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, engineers, architects, consultants or other parties associated with the Property; all utility, security and other deposits and reserve accounts made as security for the fulfillment of any of Assignor's obligations; any name of or telephone numbers for the Property; any related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received), identified in Exhibit C to this Assignment. 2.Assumption. Assignee assumes all of the obligations imposed on the Assignor by the Assigned Property that accrue or arise on or after the Effective Date of this Agreement. 3.Indemnification. Assignor agrees to indemnify, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, occurring by reason of Assignor’s breach of any provisions of the leases identified in Exhibit A or contracts or agreements identified in Exhibit B that occurred prior to the Effective Date. Assignee agrees to indemnify, defend and hold Assignor harmless from and against any and all claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, occurring by reason of Assignee’s breach of any provisions of the leased real or personal property identified in Exhibit A or contracts or agreements identified in Exhibit B that occur on or after the Effective Date. 4.Effective Date . The term “Effective Date” as used in this Assignment means: a) in the event the Property consists of real property, the date that the deed conveying title to the Property from Assignor to Assignee is recorded in the official records of the County recorder’s office or, b) in the event the Property consists only of a business opportunity, the date on which ownership of the business is legally transferred from Assignor to Assignee. 5.Further Assurances . Assignor and Assignee shall, on the written request of the other party, execute, acknowledge and deliver further documents and assurances and perform further acts that the other party Page 1 of 5 aocupign bnvelope faW 0CbAON_UJcAbOJ44TRJAcV0JUbPT0A__PUU0 NOLPMLOMON 30 Marcust,,Millichap Marcus & Millichap, Inc. 601 Union St Ste 2710 Seattle, WA 98101 Phone: 206-826-5700 Fax: 206-826-571 O © Commercial Brokers Association ALL RIGHTS RESERVED Form: PS AS Assignment and Assumption Rev. 7/2020 Page 2 of 5 ASSIGNMENT AND ASSUMPTION AGREEMENT (CONTINUED) reasonably requests in order to perform all of the obligations of this Assignment. �CBA 6.Counterparts. This Assignment may be signed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. 7.Successors and Assigns . This Assignment shall be binding upon and inure to the benefit of the parties to this Assignment, their successors in interest and assigns. 8.Governing Law. This Assignment shall be governed by, construed and enforced in accordance with the laws of the State of Washington, and venue of any suit shall be in the county in which the Property is located. 9.Attorneys' Fees. If Assignor or Assignee sues to enforce this Assignment or obtain a declaration of either of their rights under this Assignment, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in the proceeding (including those incurred in any bankruptcy proceeding or appeal). In the event of trial, the amount of the attorneys' fees shall be as fixed by the court. ASSIGNOR JK Wang LLC ______ / _2--1-/ ...... ·J_U __ /_Zo_?-( Assignor's Name I Date Assignor's Name Date By: Authorized Signature/Title ASSIGNEE Aksha Sunset Renton Property LLC __________________________ _ Assignee's Name Date By: -----------------Authorized Signature/Title Assignee's Name Date By: ------------=-------Authorized Signature/Title INITIALS, ASSIGN�/ \ �DATE: { �/7 t,? /zQ ,zj,.SSIGNEE ______ DATE: _____ _ ASSIGNOR ______ DATE: ______ ASSIGNEE ______ DATE: _____ _ r: 11111 : r · 111 " INITIALS: ASSIGNOR DATE:ASSIGNEE DATE: ASSIGNOR DATE:ASSIGNEE DATE: Marcus & Millichap, Inc. 601 Union St Ste 2710 Seattle, WA 98101 Phone: 206-826-5700 Fax: 206-826-5710 © Commercial Brokers Association ALL RIGHTS RESERVED Form: PS_AS Assignment and Assumption Rev. 7/2020 ASSIGNMENT AND ASSUMPTION AGREEMENT (CONTINUED) reasonably requests in order to perform all of the obligations of this Assignment. 6.Counterparts. This Assignment may be signed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. 7.Successors and Assigns . This Assignment shall be binding upon and inure to the benefit of the parties to this Assignment, their successors in interest and assigns. 8.Governing Law . This Assignment shall be governed by, construed and enforced in accordance with the laws of the State of Washington, and venue of any suit shall be in the county in which the Property is located. 9.Attorneys’Fees . If Assignor or Assignee sues to enforce this Assignment or obtain a declaration of either of their rights under this Assignment, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in the proceeding (including those incurred in any bankruptcy proceeding or appeal). In the event of trial, the amount of the attorneys' fees shall be as fixed by the court. ASSIGNOR JK Wang LLC Assignor’s Name Date Assignor’s Name Date By: Authorized Signature/Title By: Authorized Signature/Title ASSIGNEE Aksha Sunset Renton Property LLC Assignee’s Name Date Assignee’s Name Date By: Authorized Signature/Title By: Authorized Signature/Title Page 2 of 5 aocupign bnvelope faW 0CbAON_UJcAbOJ44TRJAcV0JUbPT0A__PUU0 NOLPMLOMON NOLPMLOMON Marcus&,Millichap Marcus & Millichap, Inc. 601 Union St Ste 2710 Seattle, WA 98101 Phone: 206-826-5700 Fax: 206-826-571 0 © Commercial Brokers Association ALL RIGHTS RESERVED Form: PS AS Assignment and Assumption Rev. 7/2020 Page 3 of 5 ASSIGNMENT AND ASSUMPTION AGREEMENT (CONTINUED) EXHIBIT A (Leases) $CBA INITIALS, ASSIG� :) DATE: ( ;2.../ :::Z 6 /2-0�SSIGNEE DATE: I ------------ ASSIGNOR ______ DATE: ______ ASSIGNEE ______ DATE: _____ _ '" INITIALS: ASSIGNOR DATE:ASSIGNEE DATE: ASSIGNOR DATE:ASSIGNEE DATE: Marcus & Millichap, Inc. 601 Union St Ste 2710 Seattle, WA 98101 Phone: 206-826-5700 Fax: 206-826-5710 © Commercial Brokers Association ALL RIGHTS RESERVED Form: PS_AS Assignment and Assumption Rev. 7/2020 ASSIGNMENT AND ASSUMPTION AGREEMENT (CONTINUED) EXHIBIT A (Leases) Page 3 of 5 aocupign bnvelope faW 0CbAON_UJcAbOJ44TRJAcV0JUbPT0A__PUU0 NOLPMLOMON Marcuss,.Millichap Marcus & Millichap, Inc. 601 Union St Ste 2710 Seattle, WA 98101 Phone: 206-826-5700 Fax: 206-826-5710 © Commercial Brokers Association ALL RIGHTS RESERVED Form: PS_AS Assignment and Assumption Rev. 7/2020 Page 4 of 5 ASSIGNMENT AND ASSUMPTION AGREEMENT (CONTINUED) INITIALS, ASSIGNb?tj � EXHIBITS (Contracts) DATE: { 2--/ ;�:!C)/e,D:::{ASSIGNEE DATE: I (... ------ ------ ASSIGNOR ______ DATE: ______ ASSIGNEE ______ DATE: _____ _ I! !'lll"T 11 Ill I INITIALS: ASSIGNOR DATE:ASSIGNEE DATE: ASSIGNOR DATE:ASSIGNEE DATE: Marcus & Millichap, Inc. 601 Union St Ste 2710 Seattle, WA 98101 Phone: 206-826-5700 Fax: 206-826-5710 © Commercial Brokers Association ALL RIGHTS RESERVED Form: PS_AS Assignment and Assumption Rev. 7/2020 ASSIGNMENT AND ASSUMPTION AGREEMENT (CONTINUED) EXHIBIT B (Contracts) Page 4 of 5 aocupign bnvelope faW 0CbAON_UJcAbOJ44TRJAcV0JUbPT0A__PUU0 NOLPMLOMON Marcus&Millichap Marcus & Millichap, Inc. 601 Union St Ste 2710 Seattle, WA 98101 Phone: 206-826-5700 Fax: 206-826-571 0 © Commercial Brokers Association ALL RIGHTS RESERVED Form: PS_AS Assignment and Assumption Rev. 7/2020 Page 5 of 5 ASSIGNMENT AND ASSUMPTION AGREEMENT (CONTINUED) EXHIBITC (Intangible Property) �CBA INITIALS, ASSIGNOR � 1 J □ATE, / z(?iJ2/7a,f-ss1GNEE ______ DATE: _____ _ ASSIGNOR ______ DATE: ______ ASSIGNEE ______ DATE: _____ _ 'I' l'll'l:"111 tll '' INITIALS: ASSIGNOR DATE:ASSIGNEE DATE: ASSIGNOR DATE:ASSIGNEE DATE: Marcus & Millichap, Inc. 601 Union St Ste 2710 Seattle, WA 98101 Phone: 206-826-5700 Fax: 206-826-5710 © Commercial Brokers Association ALL RIGHTS RESERVED Form: PS_AS Assignment and Assumption Rev. 7/2020 ASSIGNMENT AND ASSUMPTION AGREEMENT (CONTINUED) EXHIBIT C (Intangible Property) Page 5 of 5 aocupign bnvelope faW 0CbAON_UJcAbOJ44TRJAcV0JUbPT0A__PUU0 NOLPMLOMON