Common use of Assignment and Assumption of Contracts Clause in Contracts

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 demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of , 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contracts.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATIONIn consideration of One Dollar and other good and 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 assigns and deliver delegates to , a (the “Assignee”), with an office and place of business at , , , and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts first accruing and arising on and after the date hereof described on Exhibit A attached hereto relating to certain real property known as and made a part hereof (the “Approved Contracts”)located at , , , and Assignee hereby accepts such assignment. 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 hold 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 claimscost, liabilitiesliability, damages, and penalties and any and all loss, cost damage or expense (expense, including, without limitation, reasonable attorneys’ fees fees, first accruing and court costs) incurred by Assignee incident to, resulting from, or in any way arising on and after the date hereof and arising out of the Assignee’s obligations under the contracts described in Exhibit A. If 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 litigation between Assignor and its successors, assigns, affiliates, directors, officers, employees and partners 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 them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (such litigation including, without limitation, reasonable attorneys’ fees fees. This Agreement may be executed and court costs) incurred by the Assignor incident to, resulting from, or delivered in any way arising out number of any failure by Assignee to perform counterparts, each of which so executed 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 demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein delivered shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any an original and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” which shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of , 2014 between Assignor, Assignee constitute one and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contractsinstrument.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATIONTHIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this “Assignment”) is made as of [_________], 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, effective as of the Closing Date (as hereinafter defined)Assignor hereby grants, conveys, a (“Assignor”), does hereby assign, sell, transfer, set over transfers and deliver assigns to , a (“Assignee”), Assignee all of Assignor’s right, title and interest in in, to and to under the contracts described identified on Exhibit A A, attached hereto and made a part hereof incorporated herein by this reference (the “Approved Contracts”), and all amendments and modifications thereto, relating to that certain real property located in the City of Irvine, County of Orange, State of California, and more particularly described in Exhibit B attached hereto and incorporated herein by this reference (the “Real Property”). Assignor shall indemnify, protect, defend and hold 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 harmless 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 against any and all claims, demands, liabilities, damageslosses, and penalties and any and all losscosts, cost damages or expense expenses (including, without limitation, reasonable attorneys’ fees and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of or resulting from any failure breach or default by Assignor under the terms 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 observe discharge, as and when due, all of the obligations, covenants, agreements and obligations of Assignor under the Contracts and agrees to be bound by all of the terms and conditions retained by Assignor hereunderof the Contracts first arising on or after the date hereof. Assignee hereby agrees to shall indemnify, protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them defend and hold each of them Assignor harmless from and against any and all claims, demands, liabilities, damageslosses, and penalties and any and all losscosts, cost, damages or expense expenses (including, without limitation, reasonable attorneys’ fees and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of or resulting from any failure breach or default by Assignee to perform and observe under the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from Contracts first arising on or after 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 harmlessdate hereof. The provisions of this Assignment shall be binding upon, and shall inure to defend any action that may be brought in connection with any such demandthe benefit of, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other successors and all such other parties harmless, assigns of Assignor and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of , 2014 between Assignor, Assignee and the other parties named thereinrespectively. This Assignment shall be governed by and Assumption construed in accordance with the laws of Contracts the State of California. This Assignment may be executed in counterparts with any number of counterparts, each of which shall be deemed an 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 as if all 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 hereto had executed the same document. All counterparts shall be construed together and shall constitute a single to this Assignment and Assumption of Contractsattached thereto.

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, costcosts, 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 demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of , 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contracts.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATIONAll Contracts shall be assigned to and assumed by Purchaser at the Close of Escrow pursuant to an Assignment and Assumption of Contracts in the form attached to this Agreement as Exhibit B, and Purchaser agrees to assume the receipt liabilities and sufficiency of which obligations arising under such Contracts to the extent such liabilities and obligations arise or are hereby acknowledged, effective as of incurred and are first required to be performed on and after the Closing Date (or Purchaser obtains a credit to the Purchase price as hereinafter definedof the Closing), , a (“Assignor”except in the case of amounts due under the Capital Improvements Contracts in excess of the cap amounts set forth in Section 14(k), does hereby assignwhich excess amounts, sellif any, transfershall be paid by Purchaser regardless of whether they accrue prior to, on or after Closing. Purchaser has accepted all Contracts, and, subject to the provisions set over forth below and deliver to , a (“Assignee”in Section 1(a)(vi), Purchaser shall have no right to disapprove any Contracts. If the assignment of any Contract to Purchaser, regardless of whether such Contract was delivered to Purchaser prior to, on or after the Effective Date, requires the consent of the other contracting party and such other party disapproves the assignment to Purchaser or does not permit Seller to be released from the obligations under such Contract, Seller shall nevertheless assign the Contract to Purchaser under the Assignment and Assumption of Contracts (as defined below) in which event such assignment shall constitute an equitable assignment by Seller to Purchaser of all of AssignorSeller’s rightrights, benefits, title and interest in and to the contracts described on Exhibit A attached hereto and made a part hereof (the “Approved subject Contracts”). Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenantsand, terms and conditions to be performed or observed by Assignor under the Approved Contracts arising from Assignment and after Assumption of Contracts, Purchaser shall, as between Purchaser and Seller, assume the Closing Date. Assignor hereby acknowledges that Assignor has retained obligations of Seller under such subject Contract 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 harmless Seller and the other Released Parties (as defined below) from and against any loss, damage, cost (including without limitation reasonable attorneys fees), or liability accruing or arising under or from such subject Contract on or following the Close of Escrow or as a result of the assignment of the subject Contract, except in the case of amounts due under the Capital Improvements Contracts in excess of the cap amounts set forth in Section 14(k), which excess amounts, if any, shall be paid by Purchaser regardless of whether they accrue prior to, on or after Closing. Seller shall pay all costs and expenses, if any, associated with the termination or performance of any Unassignable Contracts and all such other parties harmlesscontracts, agreements and to defend any action that may be brought leases, not included in connection with any such demandthe defined term for Contracts, claimincluding, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses associated with terminating the Existing Management Agreement and any other obligations of such contest and defenseSeller or its affiliates to Marriott. The indemnities set forth herein shall be deemed to be material and shall survive In the Closing Date. Assignor shall, at event of any time and from time to time, upon conflict between the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all terms of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of , 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with and this Section 14(l), the same effect as if all parties hereto had executed the same document. All counterparts terms of this Section 14(l) shall be construed together and shall constitute a single Assignment and Assumption of Contractscontrol.

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), CD REALTY STOW ROAD ASSOCIATES, LLC, a ___________ limited liability company (“Assignor”), does hereby assign, sell, transfer, set over and deliver to _____________________________, LLC, a Delaware limited liability company (“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 on 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. Assignee hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Assignee thereunder arising at any time on and after 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, costcosts, 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 demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of November __, 2014 2014, as amended, between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contracts.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATIONIn consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as COPIA LIQUIDATION TRUST, a statutory trust under the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Closing Date Delaware Code, 12 Del. C. Section 3801 et seq. (as hereinafter defined), , a (the “Assignor”), does hereby assignassigns to and delegates RBMC ADVISORS, sell, transfer, set over and deliver to LLC, a Delaware limited liability company (the “Assignee”), and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts contracts, licenses, agreements and equipment leases (the “Contracts”) described on Exhibit A attached hereto relating to certain real property situated in Napa, California, and made a part hereof (the “Approved Contracts”)Assignee hereby accepts such assignment. 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 indemnify 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, against and hold each of them Assignor harmless from any and all claimscost, liabilitiesliability, damages, and penalties and any and all loss, cost damage or expense (expense, including, without limitation, reasonable attorneys’ fees fees, originating on or after the date of closing and court costs) incurred by Assignee incident to, resulting from, or in any way arising out of the Assignee’s obligations under the Contracts. If 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 litigation between Assignor and its successors, assigns, affiliates, directors, officers, employees and partners 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 them and hold each of them harmless from any and all claims, liabilities, damages, and penalties and any and all loss, cost, or expense (such litigation including, without limitation, reasonable attorneys’ fees fees. This Agreement may be executed and court costs) incurred by the Assignor incident to, resulting from, or delivered in any way arising out number of any failure by Assignee to perform counterparts, each of which so executed 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 demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein delivered shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any an original and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” which shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of , 2014 between Assignor, Assignee constitute one and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contractsinstrument.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATIONUnity hereby sells, the receipt assigns, transfers, conveys 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 delivers to , a (“Assignee”), Purchaser all of Assignor’s its right, title and interest in and to the contracts described on Exhibit A attached hereto Operating Contracts. Purchaser does hereby assume and made a part hereof (the “Approved Contracts”). Assignee hereby accepts the foregoing assignment and assumes and agrees agree to pay, perform and observe discharge in accordance with their terms all of the obligations, covenants, terms obligations and conditions to be performed commitments of Unity which accrue or observed by Assignor under the Approved Contracts arising from and first become performable on or after the Closing Datedate hereof with respect to and concerning the Operating Contracts; provided, however, that Purchaser does not assume any liabilities for (i) products sold or services rendered by Unity in connection with the Business under such Operating Contracts before the date hereof, or (ii) any debts, liabilities or obligations arising as a result of a breach or default by Unity under any of such Operating Contracts occurring before the date hereof or as a result of the consummation of the transactions contemplated by the Purchase Agreement. Assignor hereby acknowledges that Assignor has retained and Assignee Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not assume constitute an assignment or be responsible for an agreement to assign any of the obligationsOperating Contracts, covenantsor any benefit arising thereunder or resulting therefrom, terms and conditions of the Approved Contracts if such an assignment or agreement to be performed assign without a consent required 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, necessary for such assignment would constitute a breach thereof or in any way adversely affect the rights of Unity or Purchaser thereunder. If such consent is not obtained, or if an attempted assignment would be ineffective or would adversely affect the rights of Unity thereunder so that Purchaser would not in fact receive all such rights, Unity, Licensee and Shareholder shall use their 80 commercially reasonable best efforts, and shall cooperate in any arrangement which Purchaser may reasonably request in writing, to provide to Purchaser the benefits under any such Operating Contract, including (a) entering into subcontracts, subleases, sale and leasebacks, use and occupancy agreements or other contractual arrangements which will provide such benefits to Purchaser; (b) agreeing with the person whose consent is required to be obtained that Unity will remain liable under any such Operating Contract to the same extent as if such assignment had not occurred; and (c) enforcing, at the cost of Unity, Shareholder and Licensee, and for the benefit of Purchaser, all rights of Unity against any other party thereto arising out of any failure the breach thereof by Assignor such party. Any transfer or assignment 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 Purchaser of any of them and hold each the Operating Contracts which shall require the consent or approval of them harmless from any and all claimsother party shall be made subject to such consent or approval being obtained; provided, liabilitieshowever, damagesthat nothing contained in this paragraph 1 shall affect the rights of Purchaser, and penalties and any and all losspursuant to the Purchase Agreement or otherwise, 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 Unity, Licensee or Shareholder's failure by Assignee to perform and observe have disclosed the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from the other, need for such consent or approval or for failing 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 demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of , 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contractsit obtained.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATIONFor valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of KDC-AZ, LLC, a Delaware limited liability company (the Closing Date (as hereinafter defined"Assignor"), hereby assigns and delegates to CAPITAL TITLE GROUP, a INC., an Arizona corporation (“Assignor”the "Assignee"), does hereby assignwith an office and place of business at 14555 N. Scottsdale Rd., sellSuixx 000, transferXxxxxxxxxx, set over XX 00000, xxx Xxxxxxxx xxxxxx xxxxxes and deliver to , a (“Assignee”), accepts the assignment and delegation of all of Assignor’s 's right, title and interest in in, to and to under 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 Datehereto. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, against and hold each of them Assignee harmless from any and all claimscost, liabilitiesliability, damages, and penalties and any and all loss, cost damage or expense (expense, including, without limitation, reasonable attorneys’ ' fees and court costs) incurred by Assignee incident to, resulting from, or in any way originating prior to and including the date hereof and arising out of any failure by Assignor to perform and observe Assignor's obligations under the obligations, covenants, terms and conditions retained by Assignor hereunder. Contracts described in Exhibit A. Assignee hereby agrees to protect, defend, indemnify hold 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 claimscost, liabilitiesliability, damages, and penalties and any and all loss, costdamage or expense, or expense (including, without limitation, reasonable attorneys’ fees ' fees, originating after the date hereof and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of the Assignee's obligations under the Contracts described in Exhibit A. If any failure by litigation between Assignor and Assignee to perform and observe arises out of the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each obligations of the parties hereto further agreesunder this Assignment or concerning the meaning or interpretation of any provision contained herein, upon notice from the other, to contest any demand, claim, suit, or action against which each losing party has hereinabove agreed to indemnify and hold shall pay the other and all such other parties harmless, and to defend any action that may be brought in connection with any such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all prevailing party's costs and expenses of such contest litigation including, without limitation, reasonable attorneys' fees. This Agreement may be executed and defense. The indemnities set forth herein delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any an original and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” which shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of , 2014 between Assignor, Assignee constitute one and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contractsinstrument.

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 '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 demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “"Closing Date” " shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of ________________, 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contracts.

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), Xxxxx Road, a LLC (“Assignor”), does hereby assign, sell, transfer, set over and deliver to Plymouth Industrial REIT, Inc., a Maryland corporation (“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. Assignee hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Assignee thereunder arising at any time after 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, costcosts, 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 demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of June __, 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contracts.