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Title: |
Assignment and Assumption Agreement |
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Date: |
2003 |
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Preview shows 18KB of 123KB total |
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$61 |
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ID: |
#336988 |
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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT made as of the 3rd day of May, 2002
BETWEEN:
INNOVATIVE METAL FIXTURES INC.
13200 VULCAN WAY, RICHMOND, B.C. V6V 1J8
(the "Assignor")
OF THE FIRST PART
AND:
AARON WIRE & METAL PRODUCTS LTD.
13191 MITCHELL ROAD, RICHMOND, B.C. V6V 1M7
(the "Assignee")
OF THE SECOND PART
AND:
BROADWAY PROPERTIES LTD.
#1O1-1177 WEST BROADWAY, VANCOUVER, B.C. V6H 1G3
(the "Landlord")
OF THE THIRD PART
WHEREAS:
A. By a written agreement of lease dated the 1st day of June, 2001 (the
"Lease"), a true copy of which is attached hereto as Schedule "A", made between
the Landlord as landlord and the Assignor as tenant, the Landlord leased unto
the Assignor those certain premises located in the City of Richmond, Province of
British Columbia, civically described as 13200 Vulcan Way (the "Premises"), for
an initial term of Seven (7) years from the 1st day of June, 2001 to be fully
completed and ended on the 31st day of May, 2008, and upon the further terms
and conditions set forth in the Lease;
B. The Assignor desires to assign all of its right and title in and to the Lease
and in and to the Premises to the Assignee; and
C. The Landlord has agreed to consent to such assignment, on the further terms
and conditions set out herein.
WITNESS that in consideration of the premises herein and of other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto), the parties hereto covenant and
agree as follows:
{PAGE}
-2-
1. Effective the Effective Date (as hereinafter defined), the Assignor
absolutely assigns unto the Assignee all of its right, title and
interest in and to the Premises and in and to the Lease, together with
the unexpired residue of the term thereof, and together with all of the
benefits and advantages to be derived therefrom, to have and to hold
the same unto the Assignee subject to the observance and performance by
the Assignee of all of the terms, covenants and conditions contained in
the Lease on the part of the tenant therein to be observed and
performed.
2. The Assignee covenants and agrees with the Assignor and the Landlord
that it will from and including the Effective Date assume, be bound by
and be liable under and will observe and perform each and every one of
the terms, covenants and conditions contained in the Lease on the part
of the tenant therein to be observed and performed, including without
limitation payment of rent and all other amounts payable to the
Landlord pursuant to the provisions of the Lease.
3. The Assignee covenants and agrees with the Assignor and the Landlord
that it will indemnify the Assignor and the Landlord and save them
harmless from and against any and all actions, suits, costs, expenses,
charges, damages, losses, claims and demands for or on account of
non-payment of the rent and the non-performance or non-observance of
the said terms, covenants and conditions in the Lease on the part of
the tenant to be observed and performed.
4. The Assignor and the Landlord confirm and acknowledge to the Assignee
that Schedule "A" hereto is a true copy of the Lease.
5. The Assignor covenants and agrees with the Assignee that the Lease is a
valid and subsisting lease, that the terms, covenants and conditions
thereof on the part of the tenant therein to be observed and performed
have been duly observed and performed up to the Effective Date hereof,
that the Assignor is the proper party to grant this assignment, and
that, subject to the payment of rent and the observance and performance
of the terms, covenants and conditions of the Lease, the Assignee may
peaceably enjoy the Premises for the unexpired term of the Lease and
any renewal thereof without interruption by the Assignor or any person
claiming through the Assignor.
6. The Landlord confirms and acknowledges that the rent and other amounts
due under the Lease have been duly paid up to and including April 30,
2002, and that, with the exception of the rent due and payable for the
month of May, 2002, the Landlord is not presently aware of any default,
monetary or otherwise, by the Assignee under the terms of the Lease.
7. The Landlord hereby consents to the assignment of the Lease from the
Assignor to the Assignee, provided that the covenant in the Lease
against assignment or subletting without the prior written consent of
the Landlord shall remain in full force and effect and shall apply to
any further assignment or subletting of the Premises.
8. The Assignor acknowledges and agrees that nothing herein shall have the
effect of releasing or relieving the Assignor from its obligation to
observe and perform fully all of the terms, covenants and conditions
contained in the Lease on the part of the tenant therein to be observed
and performed.
9. The Assignor declares and acknowledges to the Landlord that all of its
ownership, right, title and interest (including future and contingent)
in and to any security deposit held by the Landlord pursuant to the
Lease are hereby transferred to the Assignee absolutely.
{PAGE}
-3-
10. This Agreement will enure to the benefit of and be binding upon the
parties hereto, their successors and assigns, subject to compliance
with the provisions of the Lease regarding transfer and assignment.
11. For the purposes of this Agreement, the "Effective Date" shall mean May
14, 2002:
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.
INNOVATIVE METAL FIXTURES INC. )
)
Per: /s/ STAN HILLIER )
-------------------- )
Authorized Signatory ) c/s
)
Per: )
-------------------- )
Authorized Signatory )
THE COMMON SEAL OF AARON WIRE & )
METAL PRODUCTS LTD. was hereunto )
affixed in the presence of )
)
Per: /s/ KEVIN MCGOVERN )
-------------------- )
Authorized Signatory ) c/s
)
Per: )
-------------------- )
Authorized Signatory )
THE COMMON SEAL OF BROADWAY )
PROPERTIES LTD. was hereunto )
affixed in the presence of: )
)
Per: /s/ [ILLEGIBLE] )
-------------------- )
Authorized Signatory ) c/s
)
Per: )
-------------------- )
Authorized Signatory )
{PAGE}
SCHEDULE "A" Page 3
INDUSTRIAL LEASE
BETWEEN
BROADWAY PROPERTIES LTD.
LANDLORD
AND
INNOVATIVE METAL FIXTURES INC.
TENANT
13200 VULCAN WAY
RICHMOND, B.C.
{PAGE}
Page 4
LEASE SUMMARY
THIS LEASE SUMMARY is attached to and forms part of the Indenture of Lease dated
for reference June 1, 2001
BETWEEN
BROADWAY PROPERTIES LTD., #101 - 1177 West Broadway,
Vancouver, B.C. V6H lG3
(the "Landlord")
AND:
INNOVATIVE METAL FIXTURES INC., 13200 Vulcan Way,
Richmond, B.C. V6V 1J8
(the "Tenant")
ARTICLE OR CLAUSE
Schedule A Civic Address of the Premises: 13200 Vulcan Way,
Richmond, B.C.
1.1(ee) and 3 Term: Seven (7) years.
1.1(d) Commencement Date: June 1, 2001.
1.1(f) Expiry Date: May 31, 2008.
4.1(a) Annual Basic Rent:
{Table}
{Caption}
YEARS PER SQ. FT. PER ANNUM PER MONTH
----- ----------- -------------- -------------
{S} {C} {C} {C}
1 - 3 $ 4.00 $ 203,880.00 $ 16,990.00
4 - 6 $ 4.25 $ 216,622.50 $ 18,051.88
6 - 7 $ 4.50 $ 229,365.00 $ 19,113.75
{/Table}
7.1 Use of Premises: Light metal and wire fabricating, manufacturing,
electrostatic painting and curing, assembly of finished goods,
warehousing, wholesale distribution of such products, warehousing of
other complimentary products for distribution purposes, and associated
offices, and for no other purposes without the prior approval of the
Landlord as set out herein.
{PAGE}
Page 5
16.4 Landlord's Address for Rent Payments and Notices:
Broadway Properties Ltd.
Suite 101, 1177 West Broadway,
Vancouver, B.C. V6H 1G3
Attention: Mr. Al Roadburg
16.4 Tenant's Address for Notices:
13200 Vulcan Way
Richmond, B.C.
V6V 1J8
Attention: Stan Hillier
16.19 Deposit: A total of $38,631.01 (including GST), of which the sum of
$18,179.30 shall form the "Prepaid Rent" and the sum of $20,451.71
shall form the "Security Deposit".
Schedules: Schedule A Description and Plan of Premises
The articles, clauses, or Schedules of this Lease identified above in the margin
are those articles, clauses, or Schedules where references to particular Lease
information initially appears. Each such reference shall incorporate the
applicable information from this Lease Summary.
The Corporate Seal of BROADWAY )
PROPERTIES LTD. has been affixed )
to this document in the presence )
of: )
)
)
-------------------------------- )
Authorized Signatory ) c/s
)
)
-------------------------------- )
Authorized Signatory )
The Corporate Seal of INNOVATIVE )
METAL FIXTURES INC. has been )
affixed to this document )
in the presence of: )
) c/s
)
-------------------------------- )
Authorized Signatory )
{PAGE}
Page 6
THIS LEASE made and dated for reference 1st day of June, 2001
BETWEEN:
BROADWAY PROPERTIES LTD., #101 - 1177 West Broadway,
Vancouver, B.C. V6H 1G3
(the "Landlord")
AND:
INNOVATIVE METAL FIXTURES INC., 13200 Vulcan Way,
Richmond, B.C. V6V 158
(the "Tenant")
1. DEFINITIONS
1.1 The Landlord and the Tenant hereby agree that in this Lease the
following words or phrases shall, unless there is something in the
context inconsistent therewith, have the meanings hereinafter set out:
(a) "ADDITIONAL RENT" shall mean:
(i) to the extent such are not paid directly by the Tenant,
the Utility Costs and Tenant's Taxes,
(ii) the Operating Expenses, and
(iii) all other sums which may be payable to the Landlord
hereunder or reimbursable to the Landlord hereunder,
including, without limitation, all interest and penalties
payable by the Tenant hereunder, whether or not such sums are
referred to as Rent or Additional Rent or otherwise,
but Additional Rent shall not include the Annual Basic Rent;
(b) "ANNUAL BASIC RENT" shall mean the amount specified as such in the
Lease Summary as amended by written agreement of the Landlord and the
Tenant from time to time;
(c) "BUILDING" shall mean the building and improvements erected or to be
erected on the Lands;
(d) "COMMENCEMENT DATE" shall mean the date specified as such in the Lease
Summary;
{PAGE}
Page 7
(e) "ENVIRONMENTAL LAWS" means any statutes, laws, regulations, orders,
bylaws, standards, guidelines, permits, and other lawful requirements
of any governmental authority having jurisdiction over the Premises now
or hereafter in force relating in any way to the environment, health,
occupational health and safety, or transportation of dangerous goods,
including the principles of common law and equity;
(f) "EXPIRY DATE" shall mean the date specified as such in the Lease
Summary;
(g) "GST" means the tax levied under Part IX of the Excise Tax Act (Canada)
as the same may be amended or substituted from time to time;
(h) "HAZARDOUS SUBSTANCE" or "HAZARDOUS SUBSTANCES" means any pollutants,
contaminants, deleterious substances, underground or above ground
tanks, asbestos materials, hazardous, corrosive, or toxic substances,
special waste or waste of any kind, or any other substance which is now
or hereafter prohibited, controlled or regulated under Environmental
Laws;
(i) "INSURANCE Costs" shall mean all premiums and other amounts, which the
Landlord may expend in effecting or maintaining insurance coverage
under the provisions of this Lease;
(j) "LANDS" shall mean all and singular those certain parcels or tracts of
land described in Schedule A;
(l) "LANDLORD" shall mean the owner or the mortgagees in possession for the
time being of the Premises only during and in respect of their
respective periods of interest in the Premises;
(m) "LANDLORD'S MORTGAGEES" shall mean any and all existing or proposed
mortgagees, debenture holders, and trustees on behalf of mortgagees
holding any Mortgages;
(n) "LEASE" shall mean this indenture together with the Lease Summary and
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