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Document Preview Assignment and Assumption of Lease Agreement |
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Title: |
Assignment and Assumption of Lease Agreement |
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Entities: |
AEI Fund Management Inc. ; AEI Income & Growth Fund 23 LLC; CarMax, Inc.; Greenberg Traurig; McGuireWoods |
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Date: |
2005 |
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Size: |
Preview shows 5KB of 143KB total |
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Price: |
$52 |
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ID: |
#1308773 |
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<SEQUENCE>4
<FILENAME>asglsxsc.txt
<TEXT>
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, CM COLUMBIA SC, LLC, a Delaware
limited liability company ("ASSIGNOR"), does hereby assign,
transfer and set over unto AEI INCOME & GROWTH FUND 23 LLC, a
Delaware limited liability company, as to an undivided thirteen
and a half percent (13.5%) interest as a tenant in common, AEI
ACCREDITED INVESTOR FUND V LP, a Minnesota limited partnership,
as to an undivided forty-five percent (45%) interest as a tenant
in common, and AEI ACCREDITED INVESTOR FUND 2002 LIMITED
PARTNERSHIP, a Minnesota limited partnership, as to an undivided
forty-one and a half percent (41.5%) interest as a tenant in
common, (collectively, "ASSIGNEE"), all of Assignor's right,
title, interest, claim and estate as landlord in and to the Lease
Agreement set forth on EXHIBIT A attached hereto (the "LEASE
AGREEMENT"), which demise any part of that certain real property
situated in the Columbia, South Carolina, and more particularly
described in EXHIBIT B attached hereto (the "PROPERTY"), or any
improvements thereon, PROVIDED, HOWEVER, that, notwithstanding
anything to the contrary set forth herein or in the Agreement (as
defined below): (i) Assignor shall retain any and all rights and
claims under the Lease Agreement with respect to any indemnities
or similar rights to payment (whether in the form of additional
rent or otherwise) with respect to events or circumstances
occurring or existing prior to the date hereof, whenever such
indemnities or similar rights arise, and (ii) Assignor shall
remain liable for any claims against the landlord under the Lease
for indemnity obligations (whether payable as damages, as a
setoff under the Lease, or otherwise) arising from events or
circumstances occurring prior to the Closing Date, whenever such
indemnities arise. Assignee shall cooperate with Assignor, at
Assignor's request and expense, in collecting payment of any such
indemnity or similar right to payment against the tenant under
the Lease Agreement or otherwise.
Capitalized terms used in this Assignment or the exhibits
attached hereto and not otherwise defined herein shall have the
meanings ascribed to them in that certain Purchase Agreement,
dated as of August 1, 2005 (as amended, the "AGREEMENT"), by and
between Assignor, as Seller, and AEI Fund Management, Inc.. (who
assigned its rights under such Agreement to Assignee), as Buyer.
Assignor represents and warrants to Assignee that Assignor
has full power, authority and right to execute and deliver this
Assignment.
Assignee hereby assumes all of the obligations on the
Assignor's part to be observed and performed from and after the
date hereof by the landlord under the Lease Agreement. Assignee
hereby agrees to indemnify and hold harmless Assignor from and
against any and all liability, claims, loss, costs, damage and
expense (including reasonable attorneys' fees and costs, and
court costs) directly or indirectly arising out of or related to
any breach or default in Assignee's obligations under the Lease
Agreement or in Assignee's obligations hereunder, from and after
the date of this Assignment.
Assignor hereby agrees to indemnify and hold harmless
Assignee from and against any and all liability, claims, loss,
costs, damage and expense (including reasonable attorneys' fees
and costs, and court costs) directly or indirectly arising out of
or related to any breach or default in Assignor's obligations
under the Lease Agreement, prior to the date of this Assignment.
This Assignment shall be construed under and enforced in
accordance with the laws of the State of South Carolina.
This Assignment and Assumption of Lease Agreement may be
relied upon as conclusive proof that each and all of the Lease
Agreement have been transferred to Assignee.
This Assignment and Assumption of Lease Agreement shall be
binding upon Assignor, Assignee and their respective legal
representatives, successors and assigns.
In the event any action or suit is brought by a party hereto
against another party hereto by reason of any breach of any of
the covenants, conditions, agreements or provisions on the part
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