ASSIGNMENT AND ASSUMPTION OF LEASE (ALE HOUSE)

EX-10.23 4 v27012exv10w23.htm EXHIBIT 10.23 exv10w23
 

Exhibit 10.23
ASSIGNMENT AND ASSUMPTION OF LEASE
(ALE HOUSE)
     This Assignment and Assumption of Lease (the “Assignment”) is made as of October 27, 2006, by and between PBC ACQUISITION, LLC, a Delaware limited liability company (“Assignor”), and PYRAMID BREWERIES INC., a Washington corporation (“Assignee”).
RECITALS
     WHEREAS, Assignor, as tenant, and MacTarnahan Limited Partnership, as landlord (“Landlord”), are parties to that certain Indenture of Lease (Ale House) (the “Lease”), dated as of July 31, 2004 and attached as Exhibit A hereto.
     WHEREAS, pursuant to Section 9 of the Lease, Assignor may assign the Lease to “the parent of Tenant”, which such assignment has been previously consented to by Landlord pursuant to the terms of said Section 9.
     WHEREAS, Assignor is a wholly-owned subsidiary of Assignee.
     WHEREAS, Assignor desires to assign the Lease to Assignee and Assignee desires to assume the obligations of Assignor under the Lease.
AGREEMENT
     NOW, THEREFORE, FOR VALUABLE CONSIDERATION, Assignor hereby assigns and transfers to Assignee the Lease as set forth above and Assignee agrees to assume each and every obligation of Assignor under the Lease and the parties agree as follows:
1. Assignor shall indemnify, defend and hold harmless Assignee against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, attorneys’ fees, resulting from or arising under the Lease on or prior to the date hereof.
2. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.
3. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures shall have the same full force and effect as original signatures.
[signatures appear on the following page(s)]

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     IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first above written.
ASSIGNOR:
PBC ACQUISITION, LLC,
a Delaware limited liability company
             
By:
   /s/ Michael O’Brien    
         
 
  Name:   Michael O’Brien    
 
           
 
  Title:   CFO    
 
     
 
    
ASSUMPTION
     Assignee does hereby assume all of the obligations, liabilities and duties under and pursuant to the Lease.
                     
    ASSIGNEE:        
 
                    
    PYRAMID BREWERIES INC.,    
    a Washington corporation    
 
                    
 
  By:   /s/ Scott Barnum        
           
 
      Name:   Scott Barnum        
 
                   
 
      Title:   CEO        
 
         
 
        

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