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 _____________________________, LLC, 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. 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, costs, 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.

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)170 XXXXXXX XXXXXX INVESTORS, [________________________]LLC, a [________________________] Delaware limited liability company (the “Assignor”), does hereby assignassigns to and delegates THE XXXXXXXX COMPANY, sell, transfer, set over and deliver to _____________________________, LLCINC., a [________________________] Massachusetts corporation (the “Assignee”), with an office and place of business at 39 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 known as Dexter Park Apartments and made a part hereof (the “Approved Contracts”). located at 170 Xxxxxxx Xxxxxx, Brookline, Norfolk County, Massachusetts, and 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 Datesuch assignment. 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, 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 fees, originating or relating to the period prior to date hereof 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. Assignor’s obligations under the Contracts described on Exhibit A. Assignee hereby agrees to protect, defend, shall indemnify Assignor 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, costsdamage or expense, or expense (including, without limitation, reasonable attorneys’ fees fees, originating or relating to the period on or 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 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 failure 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 perform actual damages and observe shall not include exemplary, punitive or consequential damages. If any litigation between Assignor and Assignee 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 June __, 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), [________________________]TOWER XXXXXXX, LLC, a [________________________] Delaware 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 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, costs, 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 April __, 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 CONSIDERATIONKNOW 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 the Closing Date (as hereinafter defined), [________________________], a [________________________] (“Assignor”), does hereby assign, sell, transfer, set over and deliver to _____________________________, LLC1997 (the "Effective Date"), assign, transfer and set over absolutely unto NEW PLAN REALTY TRUST, a [________________________] Massachusetts business trust (“"Assignee”"), all of Assignor’s 's right, title and interest in and to the those certain contracts described on Exhibit attached EXHIBIT A attached hereto and made a part hereof (the “Approved "Contracts”"). The Assignee hereby accepts the foregoing assignment and assumes and agrees covenants to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed by obligations of the Assignor under the Approved Contracts arising from and after the Closing Datedate hereof. The terms of limitation of liability contained in Section 12 of that certain Real Estate Sale Agreement between Assignor hereby acknowledges that Assignor has retained and Assignee shall 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 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 themindividually, and hold each bind only the trust estate of them harmless from any and all claims, liabilities, damagesPurchaser, and penalties and no trustee, officer, employee, agent or shareholder of Purchaser shall be bound or held to any and all loss, cost personal liability 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, costs, 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 responsibility in connection with any such demandthe agreements, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other obligations and all such other parties harmlessundertakings of Purchaser thereunder, and any person or entity dealing with Purchaser in connection therewith shall look solely to bear all costs the trust estate for the payment of any claim or for the performance of any agreement, obligation or undertaking hereunder. Seller acknowledges and expenses agrees that each agreement and other document executed by Purchaser in accordance with or in respect of such contest and defense. The indemnities set forth herein this transaction shall be deemed and treated to be material include in all respects and shall survive for all purposes 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 Contractsforegoing exculpatory provision.

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), [________________________]WINCHESTER DISTRIBUTION, LLC, a [________________________] Nevada 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 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, costs, 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 July __, 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.