THIS ASSUMPTION AGREEMENT (the “Agreement”) dated for reference, _________, 20____.
BETWEEN:
________________________________________________________________________________COMPANY NAME
(Incorporation No. ____________)
________________________________________________________________________________COMPANY NAME;
(hereinafter called the “Assignor”)
OF THE FIRST PART AND:
________________________________________________________________________________COMPANY NAME
(Incorporation No. ____________)
________________________________________________________________________________COMPANY NAME;
(hereinafter called the “Assignee”)
OF THE SECOND PART AND:
CLI LEASING CORPORATION, 4108 Heroux Road, Nelson B.C. V1L 6N5
(hereinafter called the “Lessor”)
OF THE THIRD PART
ASSUMPTION OF LEASE AGREEMENT(S)
WHEREAS:
The Assignor has agreed to convey, transfer and assign to the Assignee for the sum of THREE ($3.00) DOLLARS and other valuable
consideration, the Assignor’s interest in certain lease agreements which are dated ______________ and ______________, and
referred to as lease numbers ___________ and ___________ respectively (herein referred to as the “Leases”) a copy of which are
attached hereto as Schedule “A” (3 pages), with the intent that the Assignee shall, subject to the terms hereof, assume all of the
duties, indebtedness and obligations of the Assignor under the Leases;
The Assignor and the Assignee have requested that CLI Leasing Corporation consent to the assumption of the Leases by the
Assignee and the CLI Leasing Corporation has agreed to do so in consideration of the sum of THREE ($3.00) DOLLARS and other
valuable consideration and on the condition that the Assignor and the Assignee enter into this Agreement.
NOW THIS AGREEMENT WITNESSETH as follows:
1. In consideration of the sum of THREE ($3.00) DOLLARS and other valuable consideration paid by the Assignee to each of the
Assignor and the Lessor, (the receipt whereof is hereby acknowledged by the Assignor and the Lessor), the Assignor hereby assigns
to the Assignee all of the Assignor’s right, title and interest in the Leases. TO HOLD unto the Assignee for all the residue now
unexpired of the term of the Leases subject henceforth to the payment to the Lessor of the rents, charges, fees and assessments, if
any, and to the performance and observance of all of the covenants and agreements on the part of the Assignor in the Leases
whether during the remaining term thereof or thereafter until all indebtedness to the Lessor has been fully paid and all obligations
to the Lessor have been fully performed.
2. The Assignee covenants with the Assignor and the Lessor and each of them that the Assignee shall during all the residue now
unexpired of the term of the Leases and every renewal thereof and until all indebtedness to the Lessor has been fully paid and all
obligations to the Lessor have been fully performed, observe and perform the covenants on the part of the Assignor, as Lessee.
3. The Assignee covenants with the Assignor and the Lessor and each of them to indemnify the Assignor and the Lessor and each
of them against all actions, suits, costs, expenses, charges, damages, losses, claims and demands for or on account of non-payment
of the rents, charges, fees and assessments, if any, and the non-performance or non-observance of the said covenants and agreements contained in the Leases.
4. The Assignor covenants with the Assignee that the Leases are valid and subsisting agreements, that the covenants, provisos and
conditions thereof on the part of the Assignor as Lessee, have been duly observed and performed up to the date hereof, that the
Assignor is entitled to grant this Agreement, the Assignee may assume the interest of the Assignor and may enjoy the Leases for all
the residue now unexpired of the term of each Lease and any renewals thereof, without interruption by the Assignor or any person
claiming through the Assignor unless any default shall occur and that the Assignor and the Lessor shall at all times hereafter at the
request and cost of the Assignee, execute such further assurance in respect of this Agreement as the Assignee may reasonably
require.
5. In consideration of the Lessor consenting to the assumption of the Leases by the Assignee, the Assignor agrees that if the
Assignee fails or is unable to fulfill its obligations to the Lessor under the Leases, the Lessor shall have recourse against the
Assignor in respect of any non-payment, loss, cost, damages, liabilities or expense (“Loss”) which the Lessor may suffer as a result of
any default by the Assignee under the Leases (including without limitation any reasonable legal fees and disbursements incurred
by the Lessor in connection with the default) and the Assignor hereby indemnifies and agrees to save harmless the Lessor from
any and all such Loss.
6. It is hereby agreed by the parties hereto that this Agreement shall enure to the benefit of and be binding upon the parties
hereto, their successors and assigns respectively.
Each party acknowledges having received or having had the opportunity to receive independent legal and accounting advice
respecting the nature and effect of this Agreement.
8. This Agreement may be executed in counterpart and/or by facsimile copies and the counterpart and/or facsimile copies which
when taken together shall form one agreement fully binding upon and enforceable against all of the parties hereto.
9. This Agreement is dated for reference ____________, 20____, for convenience of reference only, and this Agreement will have
full force and effect when executed by all the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the dates set forth below.
CLI LEASING CORPORATION
_____________________________
Authorized Signatory
____________________
Date
(NAME OF ASSIGNOR)
______________________________
Authorized Signatory
____________________
Date
(NAME OF ASSIGNEE)
______________________________
Authorized Signatory
____________________
Date