Common use of Assignment and Assumption of Contracts Clause in Contracts

Assignment and Assumption of Contracts. KNOW 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 ________________, 1997 (the "Effective Date"), assign, transfer and set over absolutely unto NEW PLAN REALTY TRUST, a Massachusetts business trust ("Assignee"), all of Assignor's right, title and interest in and to those certain contracts described on attached EXHIBIT A (the "Contracts"). The Assignee hereby assumes and covenants to perform all of the obligations of the Assignor under the Contracts from and after the date hereof. The terms of limitation of liability contained in Section 12 of that certain Real Estate Sale Agreement between Assignor and Assignee 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 individually, and bind only the trust estate of Purchaser, and no trustee, officer, employee, agent or shareholder of Purchaser shall be bound or held to any personal liability or responsibility in connection with the agreements, obligations and undertakings of Purchaser thereunder, and any person or entity dealing with Purchaser in connection therewith shall look solely to the trust estate for the payment of any claim or for the performance of any agreement, obligation or undertaking hereunder. Seller acknowledges and agrees that each agreement and other document executed by Purchaser in accordance with or in respect of this transaction shall be deemed and treated to include in all respects and for all purposes the foregoing exculpatory provision.

Assignment and Assumption of Contracts. KNOW 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 considerationFOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, does hereby 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 _____________________________, 1997 (the "Effective Date"), assign, transfer and set over absolutely unto NEW PLAN REALTY TRUSTLLC, a Massachusetts business trust Delaware limited liability company ("“Assignee"”), all of Assignor's ’s right, title and interest in and to those certain the contracts described on Exhibit A attached EXHIBIT A hereto and made a part hereof (the "“Approved Contracts"”). The Assignee hereby accepts the foregoing assignment and assumes and covenants agrees to perform and observe all of the obligations of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Approved Contracts arising from and after the date hereofClosing 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 terms 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 limitation Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of liability contained 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 Section 12 of that certain Real Estate Purchase and Sale Agreement between Assignor and Assignee 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 Escrow Instructions dated as of January 15April __, 1996 2014 between Assignor, Assignee and not individually, the other parties named therein. This Assignment and bind only Assumption of Contracts may be executed in counterparts with the trust estate of Purchaser, and no trustee, officer, employee, agent or shareholder of Purchaser same effect as if all parties hereto had executed the same document. All counterparts shall be bound or held to any personal liability or responsibility in connection with the agreements, obligations construed together and undertakings shall constitute a single Assignment and Assumption of Purchaser thereunder, and any person or entity dealing with Purchaser in connection therewith shall look solely to the trust estate for the payment of any claim or for the performance of any agreement, obligation or undertaking hereunder. Seller acknowledges and agrees that each agreement and other document executed by Purchaser in accordance with or in respect of this transaction shall be deemed and treated to include in all respects and for all purposes the foregoing exculpatory provisionContracts.

Assignment and Assumption of Contracts. KNOW ALL MEN BY THESE PRESENTS: THAT REGENCY PARK ASSOCIATES, an Illinois general partnership ("Assignor"), in In consideration of the sum of Ten and No/100 Dollars ($10.00) One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby effective as of ________________170 XXXXXXX XXXXXX INVESTORS, 1997 LLC, a Delaware limited liability company (the "Effective Date"“Assignor”), assignhereby assigns to and delegates THE XXXXXXXX COMPANY, transfer and set over absolutely unto NEW PLAN REALTY TRUSTINC., a Massachusetts business trust 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 ’s right, title and interest in and to those certain contracts the contracts, licenses, agreements and equipment leases (the “Contracts”) described on Exhibit A attached EXHIBIT A hereto relating to certain real property known as Dexter Park Apartments and located at 170 Xxxxxxx Xxxxxx, 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 "Contracts"“Survival Period”). The 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 hereby assumes 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 covenants 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 all 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 Assignor parties under this Assignment or concerning the Contracts from meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and after the date hereof. The terms expenses of limitation of liability contained in Section 12 of that certain Real Estate Sale Agreement between Assignor and Assignee for the sale of Regency Park Shopping Centersuch litigation including, Jacksonvillewithout limitation, Florida, are incorporated herein by referencereasonable attorneys’ fees. This Agreement and all documents, agreements, understandings and arrangements relating to this transaction have been negotiated, may be executed and delivered on behalf in any number of Purchaser by the trustees or officers thereof in their representative capacity under the Amended counterparts, each of which so executed and Restated Declaration of Trust of New Plan Realty Trust dated as of January 15, 1996 and not individually, and bind only the trust estate of Purchaser, and no trustee, officer, employee, agent or shareholder of Purchaser shall be bound or held to any personal liability or responsibility in connection with the agreements, obligations and undertakings of Purchaser thereunder, and any person or entity dealing with Purchaser in connection therewith shall look solely to the trust estate for the payment of any claim or for the performance of any agreement, obligation or undertaking hereunder. Seller acknowledges and agrees that each agreement and other document executed by Purchaser in accordance with or in respect of this transaction delivered shall be deemed to be an original and treated to include in all respects of which shall constitute one and for all purposes the foregoing exculpatory provisionsame instrument.

Assignment and Assumption of Contracts. KNOW 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 considerationFOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, does hereby 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 _____________________________, 1997 (the "Effective Date"), assign, transfer and set over absolutely unto NEW PLAN REALTY TRUSTLLC, a Massachusetts business trust Delaware limited liability company ("“Assignee"”), all of Assignor's ’s right, title and interest in and to those certain the contracts described on Exhibit A attached EXHIBIT A hereto and made a part hereof (the "“Approved Contracts"”). The Assignee hereby accepts the foregoing assignment and assumes and covenants agrees to perform and observe all of the obligations of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Approved Contracts arising from and after the date hereofClosing Date. The 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 limitation 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 liability contained 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. As used herein, “Closing Date” shall have the meaning assigned to that term in Section 12 of that certain Real Estate Purchase and Sale Agreement between Assignor and Assignee 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 Escrow Instructions dated as of January 15July __, 1996 2014 between Assignor, Assignee and not individually, the other parties named therein. This Assignment and bind only Assumption of Contracts may be executed in counterparts with the trust estate of Purchaser, and no trustee, officer, employee, agent or shareholder of Purchaser same effect as if all parties hereto had executed the same document. All counterparts shall be bound or held to any personal liability or responsibility in connection with the agreements, obligations construed together and undertakings shall constitute a single Assignment and Assumption of Purchaser thereunder, and any person or entity dealing with Purchaser in connection therewith shall look solely to the trust estate for the payment of any claim or for the performance of any agreement, obligation or undertaking hereunder. Seller acknowledges and agrees that each agreement and other document executed by Purchaser in accordance with or in respect of this transaction shall be deemed and treated to include in all respects and for all purposes the foregoing exculpatory provisionContracts.

Assignment and Assumption of Contracts. KNOW 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 considerationFOR 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 _____________________________, 1997 (the "Effective Date"), assign, transfer and set over absolutely unto NEW PLAN REALTY TRUSTLLC, a Massachusetts business trust [________________________] ("“Assignee"”), all of Assignor's ’s right, title and interest in and to those certain the contracts described on Exhibit A attached EXHIBIT A hereto and made a part hereof (the "“Approved Contracts"”). The Assignee hereby accepts the foregoing assignment and assumes and covenants agrees to perform and observe all of the obligations of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Approved Contracts arising from and after the date hereofClosing 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 terms 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 limitation Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of liability contained 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 Section 12 of that certain Real Estate Purchase and Sale Agreement between Assignor and Assignee 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 Escrow Instructions dated as of January 15June __, 1996 2014 between Assignor, Assignee and not individually, the other parties named therein. This Assignment and bind only Assumption of Contracts may be executed in counterparts with the trust estate of Purchaser, and no trustee, officer, employee, agent or shareholder of Purchaser same effect as if all parties hereto had executed the same document. All counterparts shall be bound or held to any personal liability or responsibility in connection with the agreements, obligations construed together and undertakings shall constitute a single Assignment and Assumption of Purchaser thereunder, and any person or entity dealing with Purchaser in connection therewith shall look solely to the trust estate for the payment of any claim or for the performance of any agreement, obligation or undertaking hereunder. Seller acknowledges and agrees that each agreement and other document executed by Purchaser in accordance with or in respect of this transaction shall be deemed and treated to include in all respects and for all purposes the foregoing exculpatory provisionContracts.