{"id":41887,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/assignment-and-assumption-of-lease-and-novation-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"assignment-and-assumption-of-lease-and-novation-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/assignment-and-assumption-of-lease-and-novation-agreement.html","title":{"rendered":"Assignment and Assumption of Lease and Novation Agreement &#8211; Pitney Bowes Inc. and Pitney Bowes Office Systems Inc."},"content":{"rendered":"<pre>           ASSIGNMENT AND ASSUMPTION OF LEASE AND NOVATION AGREEMENT\n\n\n     THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND NOVATION AGREEMENT (this\n\"Agreement\") is made and entered into this ___ day of ________, 2001 by and\n ---------                                                                 \namong PITNEY BOWES INC. (\"Assignor\"), a Delaware corporation, PITNEY BOWES\n                          --------                                        \nOFFICE SYSTEMS, INC. (\"Assignee\"), a Delaware corporation, and ((Insert1)).\n                       --------                                          \n\n     A.  Landlord, as landlord, and Assignor, as tenant, are parties to that\ncertain lease agreement (as amended, the \"Lease\") dated ((Insert2)).\n                                          -----                   \n\n     B.  Pursuant to the Lease, Assignor leases from Landlord certain premises\n(the \"Premises\") containing approximately ((RSQFT)) rentable square feet as more\n      --------                                                                 \nparticularly described in the lease and commonly known as ((PremisesAddr1)),\n((PremisesAddr)), ((PremisesCity)), ((PremisesST)), ((PremisesZip)).\n\n     C.  Assignor desires to assign to Assignee, and Assignee desires to assume\nfrom Assignor, as of the date (the \"Spin-Off Date\") of the distribution of 100%\n                                    -------------                              \nof the issued and outstanding shares of Assignee's common stock to Assignor's\nshareholders, all of Assignor's rights and obligations under the Lease, on the\nterms set forth below.\n\n     D.  In consideration of Assignee assuming all of Assignor's rights and\nobligations under the Lease, Landlord agrees to release Assignor from all\nliabilities under the Lease as of the Spin-Off Date, on the terms and conditions\nset forth below.\n\n                                   AGREEMENT\n\n     NOW, THEREFORE, for and in consideration of the mutual covenants contained\nherein, the parties hereby agree as follows, effective as of the Spin-Off Date:\n\n     1.  Assignment. Assignor assigns, transfers and conveys to Assignee all of\n         ----------                                                            \nAssignor's rights, title, obligations and interest in, to and under the Lease.\n\n     2.  Assumption; Bound as an Original Party.\n         -------------------------------------- \n\n         (a)  Assignee unconditionally assumes and shall promptly, fully,\ncompletely and faithfully keep, fulfill, observe, perform and discharge each and\nevery covenant and obligation that may accrue and become performable, due or\nowing under the Lease on Assignor's part to be performed.\n\n        (b)  Assignee shall perform the obligations of Assignor under the Lease\nand Assignee shall be bound by all of the terms and conditions of the Lease in\nevery way as if Assignee were originally a party thereto as tenant\/lessee.\n\n     3.  Release of Assignor; Novation.\n         ----------------------------- \n\n         (a)  Notwithstanding anything to the contrary in the Lease, Landlord\nremises, releases and forever discharges Assignor, as well as its shareholders,\nofficers, employees, agents and representatives, from all obligations arising\nunder the Lease, and from all manner of actions, causes of action, suits, debts,\ndues, sums of money, accounts, reckonings, bonds, bills, covenants,\ncontroversies, agreements, promises, damages, expenses, lost profits, judgments,\nexecutions, claims and demands whatsoever, in law or equity, that Landlord and\nits partners, shareholders, officers, employees, agents and \n\n                                      -1-\n\n \nrepresentatives have or may have against any of the foregoing entities, arising\nout of or in any way connected to the Lease.\n\n        (b)  Landlord recognizes Assignee as Assignor's successor-in-interest in\nand to the Lease. Assignee by this Agreement becomes entitled to all right,\ntitle and interest of Assignor in and to the Lease as if Assignee were an\noriginal party to the Lease. Following the date of this Agreement, the terms\nTenant and Lessee, as used in the Lease, shall refer to Assignee. Landlord\naccepts the liability of Assignee in lieu of the liability of Assignor. Landlord\nshall be bound by the terms of the Lease in every way as if Assignee were named\nin the Lease in place of Assignor as a party thereto.\n\n   4.  Indemnification.\n       --------------- \n\n        (a)  Assignee shall indemnify and hold Assignor harmless from any and\nall claims, demands, causes of action, losses, costs (including, without\nlimitation, reasonable court costs and attorneys' fees), liabilities or damages\nof any kind or nature whatsoever that Assignor may sustain by reason of\nAssignee's breach or non-fulfillment (whether by action or inaction), at any\ntime, of any covenant or obligation under the Lease to be performed by Assignor\nor Assignee thereunder.\n\n        (b)  The indemnification obligation under this Section shall be\nconditioned upon Assignor giving notice to Assignee promptly after Assignor\nreceives notice of the claim and shall survive the expiration or termination of\nthe Lease.\n\n   5.  Condition; Use.  Assignee shall take possession of the Premises in its\n       --------------                                                        \npresent \"as is\" condition, subject to ordinary wear and tear and damage by\ncasualty prior to the Effective Date.  No representations or warranties have\nbeen made to Assignee concerning the condition of the Premises, nor have any\npromises to remodel, change, alter, or improve the Premises been made by\nAssignor or any party on behalf of Assignor.  Assignee has completed such\ninvestigation of the Premises as Assignee deems appropriate.\n\n   6.  Default By Landlord.  Assignor shall not be liable to Assignee for\n       -------------------                                               \nLandlord's failure to perform any of Landlord's obligations under the Lease, nor\nshall Assignor have any obligation to perform same or to bring legal proceedings\nor take any other action against Landlord to assure performance of Landlord's\nobligations under the Lease.  Assignee's enforcement of the Lease against\nLandlord shall be at the sole expense of Assignee, and Assignee shall indemnify\nAssignor against all costs and expenses, including but not limited to reasonable\nattorneys' fees, which may be incurred by Assignor in connection with any claim,\naction, or proceeding so undertaken by Assignee.  Any amount of recovery\nobtained by Assignee shall be the property of Assignee, except that Assignor\nshall be compensated therefrom for any damages sustained by Assignor as a\nconsequence of such default or breach on the part of Landlord.\n\n   7.  Notices.  Any notice, demand, consent, approval, direction, agreement or\n       -------                                                                 \nother communication required or permitted hereunder or under any other documents\nin connection herewith shall be in writing and shall be directed as follows:\n\n       If to Assignor:\n\n        MSC 5105\n        Attn:  Manager, National Leasing &amp; Asset Management\n        Pitney Bowes Inc.\n        1 Elmcroft Road\n        Stamford, CT 06906-0700\n\n                                      -2-\n\n \n     with a copy to:\n\n        Trammell Crow Company\n        Attn:  Pitney Bowes Lease Administration\n        1687 114th Avenue, S.E.\n        Bellevue, WA 98004-6921\n\n     If to Assignee:\n\n        Pitney Bowes Office Systems, Inc.\n        100 Oakview Dr\n        Trumbull, CT 06611-4724\n           Attn:  Lease Administrator\n\n      with copy to:\n\n        Pitney Bowes Office Systems, Inc.\n        100 Oakview Dr\n        Trumbull, CT 06611-4724\n           Attn:  Mark Flynn, General Counsel\n                  Facsimile: 203-365-2353\n\n      If to Landlord:\n\n        ((LNotCompanyName))\n        ((LNotAddr1))\n        ((LNotAddr2))\n        ((LNotAddr3))\n        ((LNotCity)), ((LNotST))  ((LNotZip))\n\nAll notices, demands, requests, consents or approvals that may or are required\nto be given by any party to another shall be in writing and shall be deemed\ngiven when actually received by the other party, if:  (i) served personally;\n(ii) sent by nationally-recognized overnight courier with return receipt; or\n(iii) sent by United States registered or certified mail, postage prepaid,\nreturn receipt requested and addressed to such other party at the address\nspecified above or at such other place as such other party may from time to time\ndesignate by notice in writing to the other parties hereto.  Notwithstanding the\nforegoing, rejection or other refusal to accept a notice, request or demand, or\nthe inability to deliver because of a changed address of which no notice was\ngiven, shall be deemed to be actual receipt thereof.\n\n            8.  Broker.  The parties represent to each other that this Agreement\n                ------\nwas negotiated directly, without the use of any real estate broker. Each party\nshall hold the other harmless from any liability or loss, including reasonable\nattorneys' fees, resulting from a misrepresentation under this Section.\n\n            9.  Miscellaneous.\n                -------------\n            (a)  Each provision of this Agreement shall extend, bind and inure\nto the benefit of Landlord, Assignor and Assignee and their respective permitted\nsuccessors and assigns, including without limitation successor assignees of the\nLease.\n\n            (b)  This Agreement contains the entire agreement between the\nparties, and all prior negotiations and agreements are merged in this Agreement.\nThis Agreement may not be changed,\n                                      -3-\n\n \nmodified or discharged, in whole or in part, except by a written instrument\nexecuted by the party against whom enforcement of the change, modification or\ndischarge is sought.\n\n        (c)  This Agreement may be executed in any number of counterparts, each\nof which upon execution and delivery shall be considered an original for all\npurposes; provided, however, all such counterparts shall, together, upon\n          --------  -------\nexecution and delivery, constitute one and the same instrument.\n\n        (d)  Any rule of construction to the effect that any ambiguities are to\nbe resolved against the drafting party shall not apply to the interpretation of\nthis Agreement or any amendments or exhibits hereto.\n\n        (e)  This Agreement shall be governed in all respects by the laws of the\nState or Commonwealth in which the Premises are located.\n\n        (f)  If any term or provision of this Agreement or any application\nthereof shall be invalid or unenforceable, the remainder of this Agreement and\nany other application of such term shall not be affected thereby.\n\n        10.  All Parties Consent.  Each of Assignor, Assignee and\n             -------------------\nLandlord consent to all of the provisions of this Agreement.\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement the day and\nyear first above written.\n\n                            ASSIGNOR:\n                            PITNEY BOWES INC.\n\n                            By:________________________________________________\n                            Name:  Mary Maarbjerg\n                            Title:  Vice President, Real Estate &amp; Administration\n\n                            ASSIGNEE:\n                            PITNEY BOWES OFFICE SYSTEMS, INC.\n\n                            By:________________________________________________\n                            Name:  Mark Flynn\n                            Title:  Vice President, General Council &amp; Secretary\n\n                            LANDLORD:\n                            ((LLName))\n\n                            By:________________________________________________\n                            Name:\n                            Title:\n\n                                      -4-\n\n \nSTATE OF ________________ )\n                          )  ss:\nCOUNTY OF ______________  )\n\n     The foregoing instrument was acknowledged before me this __ day of\n_________, 2001, by __________________, ________________ of Pitney Bowes Inc., a\nDelaware corporation, on behalf of the corporation.\n\n\n                                _____________________________________\n                                Notary Public\n                                My Commission Expires:\n\n\nSTATE OF      )\n              )  ss:\nCOUNTY OF     )\n\n     The foregoing instrument was acknowledged before me this __ day of\n_________, 2001, by __________________, ________________ of Pitney Bowes Office\nSystems, Inc., a Delaware corporation, on behalf of the corporation.\n\n\n                                _____________________________________\n                                Notary Public\n                                My Commission Expires:\n\nSTATE OF      )\n              )  ss:\nCOUNTY OF     )\n\n     The foregoing instrument was acknowledged before me this __ day of\n_________, 2001, by __________________, ________________ of\n_________________________________________, a _____________________________, on\nbehalf of the ___________________________.\n\n\n                                _____________________________________\n                                Notary Public\n                                My Commission Expires:\n\n                                      -5-\n\n \n                                   EXHIBIT A\n                                   ---------\n\n                                        \n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7831,8530],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9604,9579],"class_list":["post-41887","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imagistics-international-inc","corporate_contracts_companies-pitney-bowes-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-land__other","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41887","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41887"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41887"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41887"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41887"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}