Loading...
HomeMy WebLinkAboutC-5889(B) - Monrovia, 1499 - Assignment and Assumption Agreement (for Revocable License Agreement for the Use of City Property) 2014ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assi ent") is entered into as of December 31, 2014, by and between KOBE, INC., a California corporation ('Assignor"), and KOBE STUDIOS, LLC, a Delaware limited liability company ("Assignee"). RECITALS A. Assignor acquired the real property in the City of Newport Beach located at 1499 Monrovia Avenue, County of Orange, State of California "Property"), from the City of Newport Beach, a Municipal corporation (`City") by Grant Deed recorded October 1, 2014 as Instrument No. 2014000398343. B. At the time of acquisition of the Property by Assignor from the City, Assignor and City entered into that certain Revocable License Agreement between the City and Assignor, dated October 1, 2014, (`License Agreement"), which granted Assignor an exclusive license over certain real property adjoining the Property as described in the License Agreement (`License Area'), on the terms and conditions provided therein. C. Concurrently herewith, Assignor is conveying the Property to Assignee by Grant Deed to effectuate a restructuring of ownership of the Property among related entities. D. In connection with such conveyance, Assignor desires to assign to Assignee all right, title and interest it has under the License Agreement, including the License to use the License Area as provided therein. NOW, THEREFORE, in consideration of the benefits set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby aelmowledged, the parties hereto hereby agree as follows: I. DEFINITIONS 1.1 Defined Terms. Capitalized terms used in this Assignment and not otherwise defined herein are used herein as defined in the License Agreement. II. ASSIGNMENT OF LICENSE AGREEMENT 2.1 Assignment. Assignor hereby grants, conveys, assigns, and transfers to Assignee, its successors and assigns, all of the right, title, and interest, legal or equitable, of Assignor in and to the License Agreement, including the License to use the License Area as provided therein. 2.2 Assumption of Liabilities. Assignee hereby assumes all of the obligations and liabilities of Assignor constituting under the License Agreement. Without limitation, Assignee agrees to comply with and perform the obligations of Licensee under the License Agreement. 2.3 Assignee hereby agrees to be bound to the agreed upon and acknowledged conditions of the License Area as set forth in the Agreement for Purchase and Sale of Real Property And Escrow Instructions, dated July 24, 2014, between the City and Assignor, which is incorporated herein by this reference as though fully set forth herein. 2.4 No Modification of License Agreement. Nothing in this Assignment shall be construed to enlarge, restrict, or otherwise modify the terms of the License Agreement, or constitute a waiver or release by Assignee or Assignor of any liabilities, duties, or obligations imposed upon any of them by the tenns of the License Agreement. In the event of any conflict or ambiguity between the provisions of this Assignment and the License Agreement, the provisions in the Purchase Agreement shall control to the extent of the conflict. 2.5 Enforceability. This Assignment is being executed by Assignee and Assignor and shall be binding upon each of them, and their respective successors and assigns, for the uses and for the purposes above set forth and referred to, and shall be effective as of the date hereof. 2.6. Governing Law. This Assignment shall be governed by and enforced in accordance with the laws of the State of California, without regard to the conflict of laws principles thereof. 2.7 Counterparts. This Assignment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile and e-mailed signatures shall be treated as if they were originals. [Signatures on following page] 2 IN WITNESS WHEREOF, this Assignment is executed and delivered as of the date first written above. ASSIGNOR: ASSIGNEE: KOBE, INC. By: l/ !- Name: TCobe Bryant Title: Chief Executie Officer KOBE STUDIOS, LLC By: Kobe Investments, LLC, a Delaware limited liability company, its Sole Member By:�. Name ko5 6 � Title: ^A4091 [Signature Page to Assignment and Assumption Agreement] CONSENT TO ASSIGNMENT hi connection with the attached Assignment and Assumption Agreement dated as of December 31, 2014 (the "Assignment") between KOBE, INC., a California corporation ("Assignor"), and KOBE STUDIOS, LLC, a Delaware limited liability company ("Assignee"), the undersigned, CITY OF NEWPORT BEACH, a municipal corporation, hereby consents to the assignment of all of Assignor's right, title and interest under that certain Revocable License Agreement between the City and Assignor, dated October 1, 2014 ("License Agreement") to Assignee, including the License (as defined in the License Agreement) to use the License Area (as defined in the License Agreement) as provided in the License Agreement. APPROVED AS TO FORM: OFFICOF CITY ATTORNEY Date: b By.,� Aaron C. Ilarp CAM "117 I I 1 t - City Attorney ATTEST: 6 1 `7 IcJ Date: By: OWAAA Am� Leilam I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: Dave Kiff City Manager [Signature Page to Consent to Assignment]