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HomeMy WebLinkAboutC14-161 NRC Broadcasting Mountain Group Assignment and Assumption ASSIGNMENT AND ASSUMPTION OF LEASE T IS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment"), is made as of this day of 2014, by and among NRC Broadcasting Mountain Group LLC, a Colorado limited liability company and successor of interests to NRC Broadcasting, Inc. ("Assignor"), AlwaysMountainTime, LLC, a Colorado limited liability company ("Assignee"), and County of Eagle, State of Colorado("Landlord"). RECITALS WHEREAS, Assignor is the Tenant and Landlord is Landlord under that certain Lease dated March 3, 1992, between Landlord and Mountain High Communications d/b/a KQMT, as amended by Landlord's Estoppel Certificate and Consent to Assignment dated June 17, 2004, indicating that the Lease was assumed by L&B Broadcasting and subsequently assumed by Salisbury Broadcasting Colorado, LLC ("Salisbury"), as amended by Assignment and Assumption of Lease dated July 9, 2004, between Salisbury and NRC Broadcasting, Inc. (the "Lease"), for certain premises located in Eagle, Colorado, as more particularly described in the Lease (the"Premises"); and WHEREAS, Assignor proposes to sell substantially all of its assets to Assignee (the "Transaction") pursuant to the terms and provisions of that certain Asset Purchase Agreement, dated as of December 3, 2013, between such parties (the "Purchase Agreement"); and WHEREAS, it is the desire of the parties hereto that, upon consummation of the Transaction, Assignor assign to Assignee all of Assignor's right,title and interest in and to the Lease and that Assignee accept such assignment and assume such Lease and all of Assignor's obligations under such Lease under the terms and conditions herein set forth; and NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Landlord and Assignee agree as follows: 1. Effective as of the date of consummation of the Transaction (the "Effective Date"), Assignor hereby assigns, transfers and sets over to Assignee all of Assignor's right, title and interest in and under the Lease; provided, that, in the event the consummation of the Transaction does not close on or before June 30, 2014, this Assignment shall be of no further force or effect. 2. As of the Effective Date, Assignee hereby accepts the foregoing assignment of the Lease and assumes, covenants and agrees to fully perform and discharge each and every covenant, duty, obligation, liability and term on the part of Assignor to be performed in the Lease arising on and after the Effective Date. 3. Nothing in this Assignment limits or expands the separate representations, warranties and obligations of Assignor or Assignee under the Purchase Agreement. Except for the terms and conditions of the Purchase Agreement,this Assignment supersedes and cancels any and all prior or contemporaneous agreements and understandings between the parties with respect to the subject matter hereof, and may not be amended except in a writing signed by the parties. 4. On the terms and conditions set forth above, Landlord hereby consents to the assignment of the Lease from Assignor to Assignee so long as such assignment occurs on or before June 30, 2014 and hereby certifies the following: \\DE-040974/000004-682673v1 iL0 COI a. A true, complete and correct copy of the Lease is attached hereto as Exhibit A. The Lease represents the entire agreement and understanding between Landlord and Assignor with respect to the Premises, and has not been assigned, modified, supplemented or amended in any way; b. The Lease is in full force and effect, and, to Landlord's knowledge, Assignor is not in default under the Lease. Landlord has, as of this date, no claims or defenses against Assignor arising out of the Lease or in any way relating thereto; c. The term of the Lease is presently scheduled to expire on April 6, 2014, and automatically renews each year thereafter; d. All rent, charges, and other payments, if any, due Landlord under the Lease have been paid as of the date of this Assignment, and no rents have been prepaid; e. No security deposit has been deposited with Landlord by Assignor, and no such deposit is required under the terms of the Lease; and f. Landlord agrees and acknowledges that the Assignment complies with all conditions and requirements set forth in the Lease and does not constitute a default under the Lease. 5. The parties consent to the use of facsimile and electronic signatures and hereby agree that such signatures shall have the full force and effect of original written signatures. This Assignment may be executed in one or more counterparts, all of which, when taken together, shall constitute one and the same original. 6. This Assignment and the rights and liabilities contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7. This Assignment shall be governed and construed according to the internal laws of the State of Colorado. [Signature Page Follows] 2 \\DE-040974/000004-682673 v1 • IN WITNESS WHEREOF,the parties hereto have entered into this Assignment and Assumption of Lease as of the date first above written. ASSIGNOR: NRC BROADCASTING MOUNTAIN GROUP LLC,a Colorado limited ly+' • .I By: Jo, C. /nwood ecutiv chairman A'.SIG►' E: ALWAYSMOUNTAINTIME,LLC, a Colorado limited liability company 7A 0 or By. eter J.Benedetti Manager LANDLORD: COUNTY OF EAGLE,ST,A COLORADO By: J 1 Name /7///No' Title: C.harr ....-L [Signature Page to Assignment and Assumption of Lease] Exhibit A LEASE [See attached] \\DE-040974/000004-682673 v1 „ ,, 06.E��' 27. 20112 2:32.PNb2 833 8007 SHAW Plf•I'MAN No, 0476 EP. 1 uie . ` LEASE R�r BLTWEEN f ps THE COUNTY OF &ROLE. STATE OF COLORADO IQUNTAIN HIGH pCOHmU1TCAT0NB ,B XQHT ,. , Erltyi-E COUNTY AIRPORT LIGHT BEACON APPROACH . ode and entered into this 3rd day THIS AGREE iSENT , 1992, by and between the County of Eagle, State of � of COlorad.c by and chrou9hlunXr�cComaiCal.osada, . Larid1OLd. and Mountain High Communications , cot.porar;tor., dibdrt }CQM'T, Tenant. WITNESS''rH: 1 . That the said Landlord does YheSebya easentohtheouuid Tenant the following described prof Eagle , Stow of eolorado, to be purpose of suppnrta.ny a tr..nslatior pertaining to for the sTenant, viz: Eagle county Airport Light Beacon Approach Tower, . Elevation: 7,003 A(`al Tower- 50. zeet 38' 39” Latitude: .5 deg tees 53' . 36° • .ongitude: 106 deb ! or the term of one year, beginning on the 1st day of rebruaWy, 1992, and ending on the 6th day of April 1993, automatically renewable each year thereafter unless terminated as provided notice, certia.ed mail, return receipt herein or by written requested. o v the desiring such termination, said notice to party at the address given below for . be mailed to the other party ten days p nc�Lices, at least rior to the annual expiration date hereof. T . The .tea_ as annual rent for said premises _,.� , dre L agrees to pay a xble in advance on the sixth ezgrt Hundred Dollars ($300.00) , P Y day of April of each year this lease remains infect, the first such payment due and payable as of Februay 1, 1992. 3. The Tenant covenants with the Landlord that at the will yield.te-'mination of this lease as provided herein, the landlord without further notice inaZ good to the Tenant, the PreniSeS entered upon by y G were ant TS same wax' Cyz.ord naryswearnexcepted. b}" 001, 27. 2011 2:33PM2 58a 8007 SHAW P111NAN 0. 0416 aP, 2'°113 • Tenant shall permit the Landlord to l...se free access said 'eased for the Purpose of examining the a remises hereby repairs ar alterations of such ca •e , or co make any needful rep me , of which said Landlord may see fit to make. �,xscs, It is further agreed by the said Tenant that neither' Tenant nor remiSeu or ' or make any prom alterations , any part t,'e '�of, or assign tthis eLease, sublet mak sal a am pa,. thereof, a�nendmsar.e or additions to thesbuild�.n+gsronasa�•d�premisegalterations . without tits or adds nit her the written consent of aler�gr�sentat�.vasthereto, wi.l.Zand use said neither ;'zL,ant nor TenaC' S leg any purpose calculated to injure or deface the same, Q etJ5in tor reputation or credit of the premises for any purpose Co injure the reP deface the same, or to injure the reputation cgl r crad to injure °premises or of the neighborhood. regutaLion or credit of the P.e t; . It is further agreed that the Tenant shall keep said premises in a clean and safe condition, of Eagle dated thetdi ordinances and county and all rules,' regulttionS. Eagle Cour, .y statutes of the ; Sri governmental body.al Av a Admin�•s 7 . Tenant shall with Eagle ephonenequipmen^ Qn the xYiC-lag3 a With r Q • Eagle beacon. _ the Landlord shall Pay all electrical$10_00 per month additional :actin and =MT translators up cast. Any cost in excess of $10.00 per month ha3.l, be billed o and paid by Tenant. Tees to repair, renovate the maintain• for minor storage 9 . Tenant agrees use and for use' by building for is x' purposes_ st all a power switch with a sic-breaker Tenant agrees to install a one Dseatcer for the Eagl i4 . eT there shall. b iCLafiE, but urth needed by t r whatever is capacity. equipment and what county beacon and leaving at least two spots for the user's . w _ afl'Tenant agrees t0 provide and further agrees to indemnify and hold • workmari''s the Cotxsatzatx . harmless the CountY, its agents and employees for any an damage to e h personnel any action claim arising ;Tom the installation or operation of the equipment. . M2.. fliCa L Z 00 L4 ikil y A-,g Po it:—.1 Li 6 Yr 'I (—(,"J ( 06,Jul. 27, 20113 2:33116k 682 8007 sPAQ N11IMAN No. 0476 EiP. 3euls t, 'i4 It is unders'toe,' ;,hat the access road en t Bureau of Land \canagement is a four ,heel drive road in good a_ather and shall maintained as such. Further, said road may be impassable curing inclement weather. During winter months, said road will not be plowed. 13. KQt9T must obtain its own access easement to the Bureau of Land management road mentioned in Paragraph 12 heresnabove. 1-4 . In the event of any damage to the .Landlords Eagle beacon arising from the installation and/or operations of Tenant's equ .pmeat. Tenant agrees that Tenant is solely responsible for the prompt repair of any damage so caused. 15 . Should any conflicts be caused by KQHT equipment with the electronics or communications equipment at or before the Eagle county Ai:'port, Tenant agrees tC ..`"==ad�ta `s' disconnect all 1(QI4T equipment installed at the 'Eagle beacon. • 16 . and it is further expressly agreed between the parties, that if default shall be made in the payment of the rent above reserved, or any Part thereof, or in Any of the covenants or aereeme?•ts herein contained to be kept by the tenant or Tenant' s successors, executors, administrators or assigns, it shall be lawful for Landlord or Landlord' s legal represexitativec to re-enter into and upon said premises, or any part ther3of, either with or without process of law, and repossess .the same; and to distrain for any rent that may be due thereon, at the election of • yid Landlord; and in order to enforce a forfeiture for h-payment of rent, it shall not be necessary to make a demand z the same day the rent shall become due, but a demand and ,.efusal or failure to pay at any time on the same day, or at any time on any subsequent day, shall be sufficient; and after xuch default shall be made, the Tenant and all Persons in possession under Tenant, shall Me deemed guilty of forcible detainer of said premises under the statute. -3- • • • os,J u 1, 27, 20113 2:33PNuz bb's 800( SHAW F1TTMAN No. 0476 P. • IN wIT'NESS W . or the parties hereto hi set their hands "nd seal the day and year first above written. LANDLORD: COUNTY OF EAGLE, STATE or COLORADO. : and Through its ATTEST: BOARD 0- COUNTY CO HISS tDNERS , EC) , By: ay: ` Cler tc co the Board of Richard L. afson County' commissioners chairman t// P.O. Box 8 Eagle, Colorado al 3 TENANT; HOUNTAIN HIGH commUNICA'L'IONS A Colorado Corporation, ATTr:-T: d/b/a K 4T 07: GLt! /4F1147-----# By: or, A ` s er Oezary - ress•ant SAN HIGH U .-,r. r •rn (.. 1000 Li3nsridge Loop Vail, Coicrado eo i sTAT'E OF COLORADO ) r sS County of _Wee_ ) subscribed aua sworn to be -re ••e this day of- le f._14 _ igx, by 46 Prea dant and • s %r as secretary Of Mountain High Commtthi,Catio1S, x c. , a co orac,o Corporation, d/b/a KQMT• .. WITNESS my hand and official seal, • Hy Commission Expires: L 41, 4r Nota`=y P • r Jul. 27. 2011 2:33PM 16. 0476 P. 5 ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE is made as of this day of Jul 2004,by and between Salisbury Broadcasting Colorado,LLC,a Maryland limited liability company ("Assignor"),and NRC Broadcasting,Inc.,a Delaware Corporation ("Assignee"). WITNESSETH: WHEREAS,Assignor is the tenant under that certain Lease dated March 3, 1992(the "Lease"),with County of Eagle,State of Colorado by and through its Board of County Commissioners,as landlord,for certain premises located in Eagle,Colorado(the"Premises"),as more particularly described in the Lease attached hereto as Exhibit A and made a part hereof;and WHEREAS,as of the date hereof,Assignee is acquiring substantially all of the assets of Assignor under the terms and provisions of an Asset Purchase Agreement dated as of May 27,2003, by and between Assignor and Assignee(the*Purchase Agreement");and WHEREAS, it is the desire of the parties hereto that Assignor assign to Assignee all of Assignor's right, title and interest in and to the Lease and that Assignee accept such assignment and assume such Lease under the terms and conditions herein set forth. NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged by the parties hereto,IT IS AGREED: I.ASSIGNMENT Assignor does hereby sell,transfer,set over and assign unto Assignee,effective as of the date hereof,all of Assignor's right,title and interest in and to the Lease. II.ACCEPTANCE AND ASSUMPTION Assignee hereby accepts the foregoing assignment of the Lease and assumes,covenants and agrees to fully and faithfully perform and discharge each and every covenant,duty,obligation,liability and term on the part of Assignor to be performed in the Lease arising on and after the date hereof. Ill. INDEMNIFICATION Assignor indemnifies and agrees to hold Assignee harmless from and against any loss,cost, damage or expense arising from or in connection with any liabilities or obligations of the tenant under the Lease arising by virtue of Assignor's default thereunder on or before the date hereof,and Assignor shall be solely liable for such liabilities and obligations. IV. PURCHASE AGREEMENT Nothing in this Assignment limits or expands the separate representations,warranties and obligations of Assignor or Assignee under the Purchase Agreement. Except for the terms and conditions of the Purchase Agreement,this Assignment supersedes and cancels any and all prior or contemporaneous agreements and understandings between the parties with respect to the subject matter hereof,and may not be amended except in a writing signed by the parties. Jul, 27. 2011 2:34PM No. 0476 P. 6 V.SUCCESSORS This instrument and the rights and liabilities contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. VI. COUNTERPARTS This instrument may be executed in multiple counterparts,all of which when taken together shall constitute one and the same instrument. [Remainder of Page Intentionally Left Blank] [Signature Page Follows] • Ju1. 27. 2011 2:34PM No. M76 P. 7 ,III IN WITNESS WHEREOF, the parties have set their hands and seals as of the date and year first above written. ASSIGNOR: Salisbury Broadcasting Colorado, LLC By: Name: ctim.#,.aes+ Ss.d-+14 AI Title: ,7044,04.47, ASSIGNEE: NRC Broadcasting, inc. By: Name: Title: LANDLORD: County of Eagle,State of Colorado By: Name: Title: • Jul 27. 2011 2:34PM No. 0476 P. 8 • IN WITNESS WHEREOF, the parties have set their hands and seals as of the date and year first above written. ASSIGNOR: Salisbury Broadcasting Colorado,LLC By: Name: Title: ASSIGNEE NRC Broadcasting, Inc. R .. Nam . i fon t t4' Title: � ' LANDLORD: County of Eagle,State of Colorado Name: Title: Jul. 27. 2011 2:34PM No 0476 P. 9 IN WITNESS WHEREOF, the parties have set their hands and seals as of the date and year first above written. ASSIGNOR: Salisbury Broadcasting Colorado,LLC By: Name: Title: ASSIGNEE: NRC Broadcasting, Inc. By: Name: Title: LANDLORD: COUNTY OF EAGLE,STATE OF COLORADO BY AND THROUGH ITS BOARD OF COUNTY COMMISSIONERS r? By: 611 S Tom C. ne,Chairman AV.4 A . EST: �ft .� A``o !� f 1 l eak f.I. I ' the �'Ie.County �n Board of Count ="4n r-ssioners Jul. 27, 2411 2:34PM No. 0476 P. 10 EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF LEASE Legal Description of the Premises . 4 EXHIBIT � ,. ,:° .is I `_ A ,2„.;,.... " , ,,„, ,. . . . ,, ,,,... . 00J-1 .;,, .g. ...,,, i A 1:::T 1 - !' ' ,' ii, k i i:44''::' l':1: i ' ' ''. 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