Exhibit 10.24


ASSIGNMENT AND ASSUMPTION OF LEASE


 


THIS ASSIGNMENT AND ASSUMPTION OF LEASE
(this “Assignment”) is made as of
December 1, 2005 between AHERN RENTALS, INC. (“Assignor”) and XTREME MANUFACTURING, LLC (“Assignee”).


 


Recitals


 


A.            Assignor holds the
lessee’s interest under an Amended and Restated Lease dated October 27, 2004
(the “Lease”) by and between DFA, LLC (“Landlord”),
as lessor, and Assignor, as lessee, with respect to the property located at
1714 West Bonanza Road, in the City of Las Vegas, County of Clark, State of
Nevada, as more particularly described therein (the “Property”).


 


B.            Assignor desires to
assign its rights under the Lease to Assignee, and Assignee desires to assume
Assignor’s obligations under the Lease as set forth below.


 


Agreements


 


In consideration of the mutual promises of Assignor and Assignee set
forth in this Assignment, and other value received, the parties agree as
follows:


 


1.             ASSIGNMENT AND ASSUMPTION OF LEASE.


 


1.1           Assignment.
Assignor hereby assigns to Assignee all of Assignor’s right, title and interest
in and to the Lease effective as of December 1, 2005 (the “Effective Date”).


 


1.2           Assumption.
Assignee hereby accepts this Assignment and assumes and agrees to keep, observe
and perform all of the agreements, conditions, covenants, terms and obligations
of the Lease on the part of the lessee under the Lease to be kept, observed and
performed, including (but not limited to) the obligation to pay when due all
rent and other sums payable thereunder, in strict accordance with the terms of
the Lease, first arising and accruing from and after the Effective Date. Assignee
does hereby certify that Assignee has read the Lease and is fully familiar with
the terms contained therein.


 


2.             INDEMNIFICATION.


 


2.1           Indemnity
by Assignor. Assignor hereby agrees to indemnify, defend,
protect and hold harmless Assignee from and against any and all losses,
liabilities, claims, costs, and expenses (including reasonable attorneys’ fees)
arising out of or in any way related to Assignor’s failure to perform its
obligations under the Lease or this Assignment and accruing before the
Effective Date or arising out of use of the Property by Assignor or its agents,
employees, contractors, customers, or invitees before the Effective Date.


 


2.2           Indemnity
by Assignee. Assignee hereby agrees to indemnify, defend,
protect, and hold harmless Assignor from and against any and all losses,
liabilities, claims, costs,


 

















 


and expenses (including reasonable attorney fees)
first arising out of or in any way related to Assignee’s failure to perform its
obligations under the Lease or this Assignment from and after the Effective
Date or arising out of use of the Property by Assignee or its agents,
employees, contractors, customers, or invitees from and after the Effective
Date.


 


3.             CONDITION OF PROPERTY. Assignee accepts the Property, as
well as any and all fixtures and equipment located therein or appurtenant
thereto, “AS-IS,” in their present condition as of the Effective Date. Assignor
shall not be obligated to make any alterations or improvements to the Property
whatsoever.


 


4.             DEFAULT BY ASSIGNEE. Assignee shall forward to Assignor
copies of all notices of default or other notices received by Assignee from the
lessor under the Lease within five days after Assignee receives such notice. In
the event Assignee fails to perform promptly when due any of the terms,
covenants, conditions or obligations of the Lease which Assignee has assumed
hereunder or any of its obligations under this Assignment or otherwise any
event of default by or related to Assignee occurs under the Lease or this
Assignment (without in either case the necessity for the expiration of any
period for notice or cure by Assignee that may be contained therein)
(collectively, any such failure or event is an “Event of Default”), Assignor may, in addition to any other
remedy which may be available at law, in equity or otherwise, perform any
obligation to cure Assignee’s default, in which event Assignee shall promptly
reimburse Assignor for all reasonable expenditures incurred by Assignor in
protecting its interest and all costs, expenses and damages resulting from or
in connection with Assignee’s default, with interest until repaid at the rate
equal to the lesser of (i) 18 percent per annum or (ii) the maximum rate
permitted by state law.


 


5.             GENERAL PROVISIONS.


 


5.1           Time
of Essence. Time is of the essence of the performance of
Assignee’s obligations under this Assignment.


 


5.2           Binding
Effect. This Assignment shall be binding upon and inure to the
benefit of the parties, and their respective successors and assigns.


 


5.3           Waiver.
Failure of Assignor at any time to require performance of any provision of this
Assignment shall not limit Assignor’s right to enforce the provision. Waiver by
Assignor of any provision of this Assignment shall not be a waiver of any
succeeding breach of the provision or a waiver of the provision itself or any
other provision.


 


5.4           Attorneys’
Fees. In the event suit or action is instituted to interpret or
enforce the terms of this Assignment, the prevailing party shall be entitled to
recover from the other party such sum as the court may adjudge reasonable as
attorneys’ fees at trial, on appeal and on any petition for review, or in
connection with any action for rescission, in addition to all other sums
provided by law.


 


5.5           Notices.
Any consent, approval, notice or demand (individually, and collectively, a “Notice” or “Notices”) which may or are required or permitted to be given
by either party to the other hereunder shall be in writing. All Notices shall
be sent by United States Mail, certified or registered mail, return receipt
requested, or by recognized overnight courier


 


2

















 


service (such as Federal Express), or by facsimile or
other telecommunication device capable of transmitting and creating a written
record, or personally. Notices are effective on receipt. Each party shall give
notice to the other or its address for Notices by written Notice to the other. Unless
a party designates another address for Notice (by Notice given pursuant to this
paragraph), Notices shall be sent to the following addresses:


 


	
  If to Assignor:

  	
   

  	
  If to Assignee:

  
	
   

  	
   

  	
   

  
	
  Ahern Rentals, Inc.

  	
   

  	
  Xtreme Manufacturing, LLC

  
	
  4241 S. Arville Street

  	
   

  	
  1714 W. Bonanza Rd.

  
	
  Las Vegas, Nevada 89103

  	
   

  	
  Las Vegas, Nevada 89106

  
	
  Fax No.: (702) 362-9316

  	
   

  	
  Fax No.: (702) 636-4943

  



 


For the purpose of this Lease, the term
“receipt” shall mean the earlier of any of the following: (i) the date of
delivery of the Notice to the address specified pursuant to this paragraph as
shown on the return receipt or by the records of the courier, (ii) the date of
actual receipt of the Notice by the office of the person or entity specified
pursuant to this paragraph, or (iii) in the case of refusal to accept delivery
or inability to deliver the Notice, the earlier of (A) the date of the
attempted delivery or refusal to accept delivery, (B) the date of the postmark
on the return receipt, or (C) the date of receipt by the sending party of
notice that the Notice has been refused or cannot be delivered.


 


5.6           Further
Assurances. Assignee and Assignor shall, upon request of the
other, execute such further instruments or documents as the other may
reasonably require to further effect the purposes hereof, as long as the terms
thereof are fully consistent with the terms of this Assignment.


 


5.7           Prior
Agreements. This Assignment contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes and replaces
all written and oral agreements previously made or existing between the
parties, with respect to the matters set forth herein.


 


5.8           Counterparts.
This Assignment may be executed simultaneously or in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same Assignment.


 


IN WITNESS WHEREOF,
the parties have caused this Assignment to be executed in duplicate as of the
day and year first above written.


 


	
  ASSIGNOR:

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
  AHERN RENTALS, INC.

  	
  XTREME MANUFACTURING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ DON F. AHERN

  	
   

  	
  By:

  	
   /s/ DON F. AHERN

  	
   

  
	
  Name:

  	
   Don F. Ahern

  	
   

  	
  Name:

  	
   Don F. Ahern

  	
   

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  Manager

  	
   

  
										



 


3