BEDFORD Clause Samples

BEDFORD. Bedford Property Investors, Inc., a Maryland corporation By: _____________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President AGREED AND ACCEPTED: First American Title Insurance Company By: Its: EXHIBIT H FORM OF ASSIGNMENT OF LEASES FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, the undersigned “Assignor” hereby assigns, transfers, sets-over and delivers unto BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (“Assignee”), all of the rights, benefits and privileges of Assignor in, to and under all the leases identified on Schedule 1 attached hereto and incorporated herein (collectively, the “Leases”); TO HAVE AND TO HOLD unto Assignee, its successors and assigns, forever. Assignor will, at any time and from time to time, upon written request therefor, execute and deliver to Assignee, any new or confirmatory instruments which Assignee may reasonably request, in order to fully assign and transfer to and vest in Assignee and to protect Assignee's right, title and interest in, to and under, the Leases or to otherwise realize upon or enjoy such rights therein and thereto. Assignee hereby assumes all of the terms, covenants, and conditions to be performed by Assignor under the Leases on or after the date of this Assignment. Assignee agrees to and shall indemnify and defend, Assignor, its officers, managers, members, partners, directors, employees, successors and assigns, and hold them harmless, from and against any and all claims, demands, losses and liabilities which arise or are alleged to arise from any act or omission in the exercise and performance of the rights and obligations hereunder assumed, or the ownership of or operation pursuant to the Leases; provided that the agreement to indemnify, defend and hold harmless shall only apply with respect to any loss, damage or injury which occurs from or after the date of this Assignment (i.e., the actual event of loss, damage or injury must occur from and after the date of this Assignment). The provisions of this paragraph shall extend to and embrace costs and out-of-pocket, third-party expenses actually and reasonably incurred in the investigation and defense of any matter otherwise included within the scope of this paragraph. As to any Lease for which Assignor does not provide Assignee an executed estoppel for the Tenant thereunder, Assignor agrees to and shall indemnify and defend, Assignee, its officers, managers, members, partners, directors, employees...

BEDFORD. Bedford Property Investors, Inc., a Maryland corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President Date: November 3, 2003 SELLER: ▇▇▇▇▇▇▇-▇▇▇▇/Northport Limited Partnership, a Nevada limited partnership By: ▇▇▇▇▇▇▇-▇▇▇▇ / Nevada, Inc., a Nevada corporation, its general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇ Title: President Date: November 4, 2003 OPTIONOR: [acknowledging Article 13 only] ▇▇▇▇▇▇▇-▇▇▇▇ / Northport III Limited Partnership, a Nevada limited partnership By: ▇▇▇▇▇▇▇-▇▇▇▇ / Nevada, Inc. a Nevada corporation, its General Partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇ Title: President Date:: November 4, 2003 Northport/Purchase Contract 12/16/03

BEDFORD. EXHIBIT A A certain parcel of land shown as Lot 16 on a plan of land entitled "Land Court Plan of Land in Bedford, Mass." dated March 18, 1983 by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Co., filed with Middlesex South Registry District of the Land Court as Plan Number 11345J bounded and described as follows: Northerly by Oak Park Drive, 90.00 feet; Northwesterly by ▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 424.48 feet; Southwesterly by Lot 15 on the Plan first mentioned above, 94.55 feet; Southerly by Land now or formerly of R & W Realty Trust a total of 405.21 feet; Southeasterly by ▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 240.00 feet; Northeasterly by ▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ H, 269.16 feet; and Easterly by said Lot 9, 123.58 feet. Being a portion of the premises described in Middlesex South Registry District of the Land Court Certificate of Title 167179, in Registration Book 966, Page 29. NONDISTURBANCE AND ATTORNMENT AGREEMENT This is a Nondisturbance and Attornment Agreement dated this 30th day of April, 1997 by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇/ ▇▇▇▇▇▇▇▇, Trustees of WJCC Realty Trust under declaration of trust dated January 31, 1983, registered with the Middlesex South Registry of District of the Land Court as Document No. 635483 ("Ground Lessor") and NitroMed, Inc., a Delaware corporation ("Tenant").

BEDFORD. Bedford Property Investors, Inc., a Maryland corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President Foothill/Purchase Contract/12/17/03 OC\628344.5 If no legal description for the Property is included at the time of signing this Agreement, the legal description for the Property shall be as shown on the approved Title Commitment. Foothill/Purchase Contract/12/17/03 OC\628344.5 The following Personal Property is to be conveyed by Seller to Bedford in accordance with the terms of this Agreement. Unless the word “None” is set forth below, if no property is listed on this Exhibit B the list of Personal Property shall be agreed upon by Bedford and Seller within twenty days after the Agreement Date. Interior plants. EXHIBIT C RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) ) Bedford Property Investors, Inc. ) ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ) ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ) Attention: ▇▇▇▇▇ ▇▇▇▇▇ ) ) Above Space for Recorder’s Use Only The undersigned Grantor declares that Documentary Transfer Tax is not part of the public records and is being paid in accordance with a separate statement: FOR VALUE RECEIVED, Foothill-Operon I, LLC, a California limited liability company (“Grantor”), grants to Bedford Property Investors, Inc., a Maryland corporation (“Grantee”), all that certain real property (“Property”) located in the County of Orange, State of California, as more particularly described on Exhibit A attached hereto. This Grant Deed is made by Grantor and accepted by Grantee subject to: (i) non-delinquent real property taxes and assessments; (ii) all covenants, conditions, restrictions and easements and all rights of way and other matters of record; (iii) all matters ascertainable by a reasonable inspection or survey of the Property; and (iv) all matters affecting the condition of title to the Property suffered or created by or with the written consent of Grantee. IN WITNESS WHEREOF, Grantor has executed this Grant Deed this ____ day of _________, 2003. GRANTOR: FOOTHILL-OPERON I, LLC, a California limited liability company By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Member By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Member By: FOOTHILL 6-IV/8-10, LLC, a California limited liability company, Member By: BUCK CORPORATION, INC., a California corporation, Member By: Its: By: FOOTHILL 6-IV/11, LLC, a California limited liability company, Member By: BUCK CORPORATION, INC., a California corporation, Member By: Its: STATE OF CALIFORNIA ) ) ss. COUNTY OF ______________ ) On _____________, 2003, before me,...