Common use of Assignment and Assumption of Contracts Clause in Contracts

Assignment and Assumption of Contracts. In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INVESTORS, LLC, a Delaware limited liability company (the “Assignor”), hereby assigns to and delegates THE ▇▇▇▇▇▇▇▇ COMPANY, INC., a Massachusetts corporation (the “Assignee”), with an office and place of business at 39 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts, licenses, agreements and equipment leases (the “Contracts”) described on Exhibit A attached hereto relating to certain real property known as Dexter Park Apartments and located at 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Brookline, Norfolk County, Massachusetts, and Assignee hereby accepts such assignment. Assignor shall indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the period prior to date hereof and arising out of the Assignor’s obligations under the Contracts described on Exhibit A. Assignee shall indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the period on or after the date hereof and arising out of the Assignee’s obligations under the Contracts described on Exhibit A. Notwithstanding anything to the contrary contained herein, the indemnities contained herein shall survive for a period of six (6) months from the date set forth below (the “Survival Period”). Any litigation with respect to such indemnification must be commenced (by service of process on such other party) within the Survival Period, and if not so commenced within the Survival Period, the indemnification shall be void and of no force or effect. To the extent that Assignee has knowledge as of the date set forth below of any costs, liability, loss, damage or expense which would be covered by Assignor’s indemnity set forth above, Assignor’s indemnity set forth above shall be void and of no force or effect. No claim for indemnity hereunder shall be actionable or payable unless the valid claims for indemnification collectively aggregate more than $50,000. In no event shall the liability of Assignor or Assignee hereunder exceed $500,000 (in the aggregate together with any other liabilities of Assignor arising under the transactions contemplated by that certain Purchase and Sale and Escrow Agreement dated August [ ], 2009 by and between Assignor and Assignee), and liability hereunder shall be limited to actual damages and shall not include exemplary, punitive or consequential damages. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

Assignment and Assumption of Contracts. In consideration of One Dollar and other good and For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INVESTORSKDC-AZ, LLC, a Delaware limited liability company (the “"Assignor”"), hereby assigns to and delegates THE ▇▇▇▇▇▇▇▇ COMPANYto CAPITAL TITLE GROUP, INC., a Massachusetts an Arizona corporation (the “"Assignee”"), with an office and place of business at 39 ▇▇▇▇▇▇14555 N. Scottsdale Rd., Sui▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts, licenses, agreements and equipment leases (the “Contracts”) described on Exhibit A attached hereto relating to certain real property known as Dexter Park Apartments and located at 17▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇es and accepts the assignment and delegation of all of Assignor's right, Brooklinetitle and interest in, Norfolk County, Massachusetts, to and Assignee hereby accepts such assignmentunder the contracts described on Exhibit A attached hereto. Assignor shall hereby agrees to indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees' fees and costs, originating or relating to the period prior to and including the date hereof and arising out of the Assignor’s 's obligations under the Contracts described on in Exhibit A. Assignee shall indemnify Assignor against and hereby agrees to hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ ' fees, originating or relating to the period on or after the date hereof and arising out of the Assignee’s 's obligations under the Contracts described on in Exhibit A. Notwithstanding anything to the contrary contained herein, the indemnities contained herein shall survive for a period of six (6) months from the date set forth below (the “Survival Period”). Any litigation with respect to such indemnification must be commenced (by service of process on such other party) within the Survival Period, and if not so commenced within the Survival Period, the indemnification shall be void and of no force or effect. To the extent that Assignee has knowledge as of the date set forth below of any costs, liability, loss, damage or expense which would be covered by Assignor’s indemnity set forth above, Assignor’s indemnity set forth above shall be void and of no force or effect. No claim for indemnity hereunder shall be actionable or payable unless the valid claims for indemnification collectively aggregate more than $50,000. In no event shall the liability of Assignor or Assignee hereunder exceed $500,000 (in the aggregate together with any other liabilities of Assignor arising under the transactions contemplated by that certain Purchase and Sale and Escrow Agreement dated August [ ], 2009 by and between Assignor and Assignee), and liability hereunder shall be limited to actual damages and shall not include exemplary, punitive or consequential damages. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s 's costs and expenses of such litigation including, without limitation, reasonable attorneys’ ' fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

Assignment and Assumption of Contracts. In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 171▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INVESTORS, LLCINVESTORS LP, a Delaware limited liability company partnership (the “Assignor”), hereby assigns to and delegates THE ▇▇▇▇▇▇▇▇ COMPANY, INC._______________________________________________________, a Massachusetts corporation _______________________ (the “Assignee”), with an office and place of business at 39 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇_________________________________, and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts, licenses, agreements and equipment leases (the “Contracts”) described on Exhibit A attached hereto relating to certain real property known as Dexter Park Apartments Commerce Plaza Hillcrest and located at 171▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, Brookline, Norfolk County, Massachusetts▇▇▇▇▇, and Assignee hereby accepts such assignment. Assignee hereby agrees to indemnify Assignor shall against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating on or after the date of closing and arising out of the Assignee’s obligations under the Contracts described in Exhibit A. Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to before the period prior to date hereof of closing and arising out of the Assignor’s obligations under the Contracts described on in Exhibit A. Assignee shall indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the period on or after the date hereof and arising out of the Assignee’s obligations under the Contracts described on Exhibit A. Notwithstanding anything to the contrary contained herein, the indemnities contained herein shall survive for a period of six (6) months from the date set forth below (the “Survival Period”). Any litigation with respect to such indemnification must be commenced (by service of process on such other party) within the Survival Period, and if not so commenced within the Survival Period, the indemnification shall be void and of no force or effect. To the extent that Assignee has knowledge as of the date set forth below of any costs, liability, loss, damage or expense which would be covered by Assignor’s indemnity set forth above, Assignor’s indemnity set forth above shall be void and of no force or effect. No claim for indemnity hereunder shall be actionable or payable unless the valid claims for indemnification collectively aggregate more than $50,000. In no event shall the liability of Assignor or Assignee hereunder exceed $500,000 (in the aggregate together with any other liabilities of Assignor arising under the transactions contemplated by that certain Purchase and Sale and Escrow Agreement dated August [ ], 2009 by and between Assignor and Assignee), and liability hereunder shall be limited to actual damages and shall not include exemplary, punitive or consequential damages. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. This Agreement Assignment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.. DAL:0590722/00075:2361764v4

Assignment and Assumption of Contracts. In consideration THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this “Assignment”) is made as of One Dollar and other good and [_________], 2014 (the “Effective Date”), by Nikken, Inc., a California corporation (“Assignor”), in favor of ________________ (“Assignee”). For a valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INVESTORSAssignor hereby grants, LLCconveys, a Delaware limited liability company (the “Assignor”), hereby transfers and assigns to and delegates THE ▇▇▇▇▇▇▇▇ COMPANY, INC., a Massachusetts corporation (the “Assignee”), with an office and place of business at 39 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in in, to and to under the contractscontracts identified on Exhibit A, licenses, agreements attached hereto and equipment leases incorporated herein by this reference (the “Contracts”) described on Exhibit A attached hereto ), and all amendments and modifications thereto, relating to that certain real property known as Dexter Park Apartments and located at 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇in the City of Irvine, BrooklineCounty of Orange, Norfolk County, MassachusettsState of California, and Assignee hereby accepts such assignmentmore particularly described in Exhibit B attached hereto and incorporated herein by this reference (the “Real Property”). Assignor shall indemnify Assignee against indemnify, protect, defend and hold Assignee harmless from and against any and all costclaims, liabilitydemands, lossliabilities, damage losses, costs, damages or expense, expenses (including, without limitation, reasonable attorneys’ fees, originating or relating to the period prior to date hereof fees and costs) arising out of or resulting from any breach or default by Assignor under the Assignorterms of the Contracts arising prior to the date hereof. Assignor covenants that it will, at any time and from time to time upon written request therefor, at Assignee’s sole expense and without the assumption of any additional liability thereby, execute and deliver to Assignee, its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to fully evidence the assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Contracts described and agrees to be bound by all of the terms and conditions of the Contracts first arising on Exhibit A. or after the date hereof. Assignee shall indemnify Assignor against indemnify, protect, defend and hold Assignor harmless from and against any and all costclaims, liabilitydemands, lossliabilities, damage losses, costs, damages or expense, expenses (including, without limitation, reasonable attorneys’ fees, originating fees and costs) arising out of or relating to resulting from any breach or default by Assignee under the period terms of the Contracts first arising on or after the date hereof hereof. The provisions of this Assignment shall be binding upon, and arising out of the Assignee’s obligations under the Contracts described on Exhibit A. Notwithstanding anything shall inure to the contrary contained hereinbenefit of, the indemnities contained herein shall survive for a period successors and assigns of six (6) months from the date set forth below (the “Survival Period”). Any litigation with respect to such indemnification must be commenced (by service of process on such other party) within the Survival Period, and if not so commenced within the Survival Period, the indemnification shall be void and of no force or effect. To the extent that Assignee has knowledge as of the date set forth below of any costs, liability, loss, damage or expense which would be covered by Assignor’s indemnity set forth above, Assignor’s indemnity set forth above shall be void and of no force or effect. No claim for indemnity hereunder shall be actionable or payable unless the valid claims for indemnification collectively aggregate more than $50,000. In no event shall the liability of Assignor or Assignee hereunder exceed $500,000 (in the aggregate together with any other liabilities of Assignor arising under the transactions contemplated by that certain Purchase and Sale and Escrow Agreement dated August [ ], 2009 by and between Assignor and Assignee), and liability hereunder respectively. This Assignment shall be limited to actual damages governed by and shall not include exemplary, punitive or consequential damages. If any litigation between Assignor and Assignee arises out construed in accordance with the laws of the obligations State of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ feesCalifornia. This Agreement Assignment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and original, but all of which when taken together shall constitute one and the same instrument. The signature and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto.

Assignment and Assumption of Contracts. In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INVESTORS, LLCCOPIA LIQUIDATION TRUST, a statutory trust under the Delaware limited liability company Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. (the “Assignor”), hereby assigns to and delegates THE ▇▇▇▇▇▇▇▇ COMPANYRBMC ADVISORS, INC.LLC, a Massachusetts corporation Delaware limited liability company (the “Assignee”), with an office and place of business at 39 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts, licenses, agreements and equipment leases (the “Contracts”) described on Exhibit A attached hereto relating to certain real property known as Dexter Park Apartments and located at 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇situated in Napa, Brookline, Norfolk County, MassachusettsCalifornia, and Assignee hereby accepts such assignment. Assignor shall indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating hereby agrees to the period prior to date hereof and arising out of the Assignor’s obligations under the Contracts described on Exhibit A. Assignee shall indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the period on or after the date hereof of closing and arising out of the Assignee’s obligations under the Contracts described on Exhibit A. Notwithstanding anything to the contrary contained herein, the indemnities contained herein shall survive for a period of six (6) months from the date set forth below (the “Survival Period”). Any litigation with respect to such indemnification must be commenced (by service of process on such other party) within the Survival Period, and if not so commenced within the Survival Period, the indemnification shall be void and of no force or effect. To the extent that Assignee has knowledge as of the date set forth below of any costs, liability, loss, damage or expense which would be covered by Assignor’s indemnity set forth above, Assignor’s indemnity set forth above shall be void and of no force or effect. No claim for indemnity hereunder shall be actionable or payable unless the valid claims for indemnification collectively aggregate more than $50,000. In no event shall the liability of Assignor or Assignee hereunder exceed $500,000 (in the aggregate together with any other liabilities of Assignor arising under the transactions contemplated by that certain Purchase and Sale and Escrow Agreement dated August [ ], 2009 by and between Assignor and Assignee), and liability hereunder shall be limited to actual damages and shall not include exemplary, punitive or consequential damagesContracts. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

Assignment and Assumption of Contracts. In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INVESTORS, LLC, a Delaware limited liability company (the “Assignor”), hereby assigns to and delegates THE ▇▇▇▇▇▇▇▇ COMPANY, INC.to , a Massachusetts corporation (the “Assignee”), with an office and place of business at 39 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts, licenses, agreements contracts first accruing and equipment leases (arising on and after the “Contracts”) date hereof described on Exhibit A attached hereto relating to certain real property known as Dexter Park Apartments and located at 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Brookline, Norfolk County, Massachusetts, and Assignee hereby accepts such assignment. Assignor shall indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating hereby agrees to the period prior to date hereof and arising out of the Assignor’s obligations under the Contracts described on Exhibit A. Assignee shall indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the period first accruing and arising on or and after the date hereof and arising out of the Assignee’s obligations under the Contracts contracts described on in Exhibit A. Notwithstanding anything to the contrary contained herein, the indemnities contained herein shall survive for a period of six (6) months from the date set forth below (the “Survival Period”). Any litigation with respect to such indemnification must be commenced (by service of process on such other party) within the Survival Period, and if not so commenced within the Survival Period, the indemnification shall be void and of no force or effect. To the extent that Assignee has knowledge as of the date set forth below of any costs, liability, loss, damage or expense which would be covered by Assignor’s indemnity set forth above, Assignor’s indemnity set forth above shall be void and of no force or effect. No claim for indemnity hereunder shall be actionable or payable unless the valid claims for indemnification collectively aggregate more than $50,000. In no event shall the liability of Assignor or Assignee hereunder exceed $500,000 (in the aggregate together with any other liabilities of Assignor arising under the transactions contemplated by that certain Purchase and Sale and Escrow Agreement dated August [ ], 2009 by and between Assignor and Assignee), and liability hereunder shall be limited to actual damages and shall not include exemplary, punitive or consequential damages. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.