Assignment and Assumption of Contracts. Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.
Assignment and Assumption of Contracts. Two (2) counterpart originals of the Assignment and Assumption of Contracts in substantially the same form and substance as the form attached hereto as Exhibit E, duly executed by Seller.
Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (as hereinafter defined), _____________, a __________ ____________ ("Assignor"), does hereby assign, sell, transfer, set over and deliver to _____________________________, a _______________ ("Assignee"), all of Assignor's right, title and interest in and to the contracts described on Exhibit A attached hereto and made a part hereof (the "Approved Contracts"). Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Approved Contracts arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained and Assignee shall not assume or be responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Assignor thereunder arising at any time prior to the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost or expense (including, without limitation, reasonable attorneys' fees and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (including, without limitation, reasonable attorneys' fees and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any such dema...
Assignment and Assumption of Contracts. (a) Seller hereby assigns and transfers to Buyer all right, title and interest of Seller in, to and under the contracts (the “Contracts”) described in Exhibit 2 attached hereto and made a part hereof and all warranties, guarantees, building permits, certificates of occupancy, and other certificates, permits, licenses and approvals associated with the property described in Exhibit 2 (to the extent assignable).
Assignment and Assumption of Contracts. Two counterparts of the Assignment and Assumption of Contracts in the form of Exhibit D attached hereto (the "Assignment of Contracts"), executed by Buyer, pursuant to which Seller shall assign all of its right, title and interest in and to the Contracts.
Assignment and Assumption of Contracts. THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS ("Assignment") is made and dated for reference purposes as of ____________, 20___, by and between ____________________________________ ("Assignor") and _________________________ ("Assignee"), both of whom may be referred to herein as the "Parties."
Assignment and Assumption of Contracts. KNOW ALL MEN BY THESE PRESENTS: THAT REGENCY PARK ASSOCIATES, an Illinois general partnership ("Assignor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby effective as of ________________, 1997 (the "Effective Date"), assign, transfer and set over absolutely unto NEW PLAN REALTY TRUST, a Massachusetts business trust ("Assignee"), all of Assignor's right, title and interest in and to those certain contracts described on attached EXHIBIT A (the "Contracts"). The Assignee hereby assumes and covenants to perform all of the obligations of the Assignor under the Contracts from and after the date hereof. The terms of limitation of liability contained in Section 12 of that certain Real Estate Sale Agreement between Assignor and Assignee for the sale of Regency Park Shopping Center, Jacksonville, Florida, are incorporated herein by reference. This Agreement and all documents, agreements, understandings and arrangements relating to this transaction have been negotiated, executed and delivered on behalf of Purchaser by the trustees or officers thereof in their representative capacity under the Amended and Restated Declaration of Trust of New Plan Realty Trust dated as of January 15, 1996 and not individually, and bind only the trust estate of Purchaser, and no trustee, officer, employee, agent or shareholder of Purchaser shall be bound or held to any personal liability or responsibility in connection with the agreements, obligations and undertakings of Purchaser thereunder, and any person or entity dealing with Purchaser in connection therewith shall look solely to the trust estate for the payment of any claim or for the performance of any agreement, obligation or undertaking hereunder. Seller acknowledges and agrees that each agreement and other document executed by Purchaser in accordance with or in respect of this transaction shall be deemed and treated to include in all respects and for all purposes the foregoing exculpatory provision.
Assignment and Assumption of Contracts. (a) Assignment and Assumption at Closing.
Assignment and Assumption of Contracts. The term "Assets" includes any and all contracts and other rights (the "Contracts") used in, or necessary for, the operation of the Business, except for contracts which are Excluded Assets.
Assignment and Assumption of Contracts. A signed Assignment and Assumption of Contracts substantially in the form attached hereto as Exhibit A.
