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Title: |
Assignment |
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Entities: |
LSB Industries, Inc.; Climate Master, Inc.; Prime Financial Corporation |
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Date: |
2001 |
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Size: |
8KB total |
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Price: |
$36 |
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ID: |
#224754 |
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ASSIGNMENT
THIS ASSIGNMENT is made and entered into as of the 8th day of May, 2001, by and between Climate Master, Inc., a Delaware corporation, ("Assignor"), and Prime Financial Corporation, an Oklahoma corporation ("Assignee") with reference to the following:
WHEREAS, Assignor is party to a certain Option Agreement dated November 12, 1987 (the "Option Agreement"), whereby Assignor holds an irrevocable right and option (the "Purchase Option Right") to purchase from West Point Company, L.L.C. ("West Point"), an Oklahoma limited liability company, certain real property and the improvements located thereon, more particularly described on Exhibit "A", attached hereto and incorporated herein by this reference (the "Property"); and
WHEREAS, Assignee desires to acquire the Option Agreement and exercise the Purchase Option Right in order to obtain title to the Property; and
WHEREAS, Assignee further desires to sell the Property to Raptor Master, L.L.C. ("Raptor"), an Oklahoma limited liability company; and
WHEREAS, Assignor shall continue to lease the Property from Raptor on terms substantially similar to those contained in that certain Lease Agreement dated November 12, 1987, as amended, between Assignor and West Point Company, an Oklahoma corporation, as assigned to West Point, with the exception that (i) the rental amounts shall be increased in a minor amount, (ii) Assignor shall receive an extended lease term, and (iii) Assignor shall receive an extended purchase option right relating to the Property; and
WHEREAS, Assignee deems it in its best interest to acquire and Assignor deems it in its best interest to assign to Assignee all of Assignor's rights, title and interest in, to and under the Option Agreement, pursuant to the terms of this Assignment.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Assignment. Assignor hereby grants, bargains, sells, conveys, transfers, sets over and assigns to Assignee all of Assignor's right, title and interest in, to and under the Option Agreement.
2. Purchase Price. Assignee shall pay to Assignor the sum of One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00) for the purchase of the Purchase Option Right to be paid at the time the transaction involving the sale of the Property by Assignee to Raptor is closed.
3. Representation and Warranties. Assignor hereby represents and warrants that Assignor has not previously assigned, transferred, sold or encumbered any right, title or interest in or to the Option Agreement. Assignor
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