HomeMy WebLinkAboutAssignment and Assumption of Lease
Augusta Richmond GA
DOCUMENT NAME: Assl <jnfYIt:r* 0..(10) ASSu.m?'h~on
o{) LeQS~
DOCUMENT TYPE: Ua-Se.
YEAR: \ ~ C~ <t
BOX NUMBER: ::5
FILE NUMBER: \ "3, ., ct
NUMBER OF PAGES:
5
~,lun. 23. 1998 3:04PM
BRYAN CAVE
No, 8864 P. 5/24
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ASSIGNMENT AND ASSUMPTION OF LEASE
ASSIG1~NT ANn ASSUMPTION AGREEMENT made this ?3/ld. day of
\Tv N~ , 19~c( by and between Scripps Baseball Group, Inc., a
Georgia co:r:poration (the "Seller"), and HWS Baseball, LLC, a :
Georgia lil:a.ited liability company (the "Buyer"). This Assiqnment
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and Ass\llD.ption Aqraenient is further executed by William H.
Scripps ("I:;uaranto1'H) and. Michael Savit and Jeffrey Savit
("'Successo,r Guarantors") with respect to section 6 hereinafter
set forth.
WHERE;~, Seller has aqreed to sell and Buyer has agreed to
purchase s'~stantially all the assets and the business of Seller
fOl: the Cl,ass A minor league baseba.ll club known as the Augusta.
GreenJackets pursuan.t to an Aqreernent of Purchase and Sale by and
amonq the :parties hereto dated February 18, 1998, (the
IfAqreernent");
WHERE~, Seller is the holder of ~he lessee's interest in,
to an~ under a certain Public Fac11ity Lease between the Board of
Co~ssioners of' Richmond county, Georqia and the City ~ouncil' of
Augusta, Georqia as lessors and Scripps Baseball Group, Inc. as
lessee for that certa1n baseball park known a~ Lake Olmstead :
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stadium (t:b.e "Lease"); and .
WHERE~, Seller desires hereby to as~iqn the Lease to Buyer
and Buyer desires to accept the assiqnment and to assume the
liability and obliqations of the Saller under the Lapse as
provided hereunder.
,.-'Jun, 23. 1998 3:05PM
BRYAN CAVE
No, 8864 p, 6/24
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NOW, THEREFORE, in consideration ot the foregoing premises
and the mutual covenants and aqree1tlents contained herein and ,in
the ~set Agreement, the parties hereby agree as follows:
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1. Definitions. Capitalized terms used and not otherw~se
d.efined hl!rein shall have the sam.e meaninq as used in the
Aqreement"
2. Assiqnment. Seller hereby sells, transfers and assiqns
unto BuyeJ~, its successors and assigns, all of Seller's right,
title, and interest in, to and under the Lease, including without
limitation all rights of Seller in respect to any security
deposi t hlald by any Lessor thereunder. Seller hereby warrants
that the Ilease is in full force and effect and without default or
notice of default by either party thereto. Seller warrants
further that the Lease is freely assiqnable to Buyer or, if
consent of the lessor 1s reqUired by the Lease, or deemed
necessary by Buyer, such 'consent, in form and substance
satisfactc'ry to Buyer, has been obtained.
3. Assumption. Buyer hereby accepts the foreqoinq
assj,'gnment of the Lease and hereby covenants and agrees with:
Seller that Buyer will assume, keep, pay, and perform all
covenant5, obliqations, promises, and conditions to be kept and
perfo~ed by the tenant thereunder accruing from and after the
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date hereof, including without limitinq the qenerality of the
foregoing,' the payment of rent, and other charges prov1ded in,
said Lease to be paid by the tenant thereunder.
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_ Jun. 23. 1998 3: 05PM
BRYAN CAVE
No. 8864 P. 7/24
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4. Indemnification by Seller. Seller hereby aqrees ~o
indemnify and hold Buyer har.mless fram and against any ~oss,
claim, damage or expense (including court costs and reasonable
. attorney's fees)' resultinq from any breach by, or default of,
Seller under the Lease, and for any failure of Seller to ob~ain
any necessa.ry consents to the assignment of said Leases.. This
riqht of inde~fication shall be subject to the express
limitations and procedural requirements o~ the indemnif1cat1on
. provisions contained in the Agreement.
5. Indemn1fication by Buyer. Buyer hereby agrees to
indemnify and hold Seller ha.rmless from and against any loss,
claim, liability, damaqe of expense (including court costs and
reasonable attorney's fees) for any matters accruing from and
after the date hereof base~ on any failure of Buyer to so perform
any of the obligations of Seller in respect to the Lease
expressly assumed by Buyer hereunder. This right of
indemnification shall be subject to the express ~~tations ana
procedural requirements of the indemnification provisions
contained in the Aqreement.
6. Guarantee. The Successor Guarantors hereby jointly and
severally agree to assume, keep, pay and perfor.m all ob11qations
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of Guarantor pursuant to Section 38 .of the Lease, and .agree to
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indemnify and hold Seller harmless from and aqainst any loss,
cla~r li~~ility, damage of expense (inclUding court costs and
reasonablE! attorney's feGs) for any matters ac;eruinq f:oom and, .
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after the date hereof based on any failure of Successor
Guarantors to so perform any of the obligations of Guarantor in
respect to Section 38 of the Lease expressly assumed by Successor
Guarantc)rs hereunder. This right of indemnification shall be
subject to the expre~s limitations and procedural requirements of
the ind(~mnification provisions contained in the Agreement.
7. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their rE~spective successors, assigns and legal representatives.
IN WITNESS WHEREOF, the parties hereto have executed this
AssigrnnEmt and Assumption Agreement as a sealed instrument as of
the day and year first above written.
HWS BASEBALL, LLC
SCRIPPS BASEBALL GROUP, INC.
By: ~1h~ ;4~Y~
~J c H-<f I!- e ~'J -1'(j~anaqer
By:
, President
~ ~ A-,~
Cj~~:avit
. 'it r
Je r y Savit
William H. Scripps, Guarantor
221SSJ
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after the date hereof based on any failure of Successor
Guarantors to so perform any of the obligations of Guarantor in
respect to Section 38 of the Lease expressly assumed by Successor
GuarantorB hereunder. This right of indemnification shall be
subject to the express limitations and procedural requirements of
the indewlification provisions contained in the Agreement.
7. Successors and Assiqns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors, assigns and legal representatives.
IN ~n:TNESS WHEREOF,' the parties hereto have executed this
, Assignment: and Assumption Agreement as.a sealed instrument as of
the day and year first above written.
HWS BASEBP.~L, Ltc
SCRIPPS BASEBALL GROUP, INC.
, Manager
BY:~~
~ , President
By:
~ ~-=s::-~~ ~
William H. Scripps, Guarantor
Michael Savit
Jeffrey Savit
2%1883
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