("Assignor"), and _____________________________, a
_____________________________ ("Assignee").
For good and valuable consideration paid by Assignee to Assignor, the receipt
and sufficiency of which are hereby acknowledged, Assignor does hereby assign,
transfer, set over and deliver unto Assignee all of Assignor's right, title, and
interest, if any, in and to the following (collectively, the "Assigned Items"):
(i) those certain service contracts[, construction contracts, equipment leases
and tenant improvement agreements] (the "Service Contracts") listed on Exhibit
A, if any, attached hereto and made a part hereof for all purposes, (ii)
warranties held by Assignor affecting the Property (the "Warranties"),
including, but not limited to those listed on Exhibit B, if any, attached hereto
and made a part hereof for all purposes, and (iii) all zoning, use, occupancy
and operating permits, and other permits, licenses, approvals and certificates,
maps, plans, specifications, and all other Intangible Personal Property (as
defined in the Agreement) owned by Assignor and used exclusively in the use or
operation of the Real Property and Personal Property (each as defined in the
Agreement), including, without limitation, the right of Assignor, if any, to use
the name "Perimeter Place" and any other agreements or rights relating to the
use and operation of the Real Property and Personal Property (collectively, the
"Other Intangible Property").
ASSIGNEE ACKNOWLEDGES AND AGREES, BY ITS ACCEPTANCE HEREOF, THAT, EXCEPT AS
EXPRESSLY PROVIDED IN, AND SUBJECT TO THE LIMITATIONS CONTAINED IN, THAT CERTAIN
PURCHASE AND SALE AGREEMENT, DATED AS OF _____________________________, 2020, BY
AND BETWEEN ASSIGNOR AND ASSIGNEE (AS AMENDED, THE "AGREEMENT"), THE ASSIGNED
ITEMS ARE CONVEYED "AS IS, WHERE IS" AND IN THEIR PRESENT CONDITION "WITH ALL
FAULTS," AND THAT ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL
OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO
THE NATURE, QUALITY OR CONDITION OF THE ASSIGNED ITEMS, THE INCOME TO BE DERIVED
THEREFROM, OR THE ENFORCEABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OF THE ASSIGNED ITEMS.
By accepting this Assignment and by its execution hereof, Assignee assumes the
payment and performance of, and agrees to pay, perform and discharge, all the
debts, duties and obligations which are to be paid, performed or discharged and
which first accrue from and after the Closing Date (as defined in the Agreement)
(a) by the owner under the Service Contracts, the Warranties and/or the Other
Intangible Property, and (b) relating to the Leasing Agreements pursuant to the
provisions of Section 8.3 of the Agreement.
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Assignee agrees to indemnify, hold harmless and defend Assignor from and against
any and all claims, losses, liabilities, damages, costs and expenses (including,
without limitation, court costs and reasonable attorneys' fees and
disbursements) resulting by reason of the failure of Assignee to pay, perform or
discharge any of the debts, duties or obligations pursuant to the Assigned Items
which accrue on or after (but not before) the date hereof.