Assignment of Contracts, Licenses and Permits. Assignor hereby assigns, sets over and transfers to Assignee all of Assignor's right, title and interest in, to and under the following, if and only to the extent the same may be assigned or quitclaimed by Assignor without expense to Assignor:
Assignment of Contracts, Licenses and Permits. Assignor hereby assigns, sets over and transfers to Assignee all of its right, title and interest in, to and under if and to the extent assignable by Assignor without expense to Assignor, (a) all service, supply, maintenance, utility and commission agreements, all equipment leases, and all contracts, subcontracts and agreements relating to the construction of any unfinished tenant improvements described in Exhibit A attached hereto and incorporated herein by this reference (herein collectively called the “Contracts”), and (b) to the extent that the same have been obtained by Assignor prior to the date hereof, any licenses, permits and other written authorizations necessary for the use, operation or ownership of the Property (herein collectively called the “Licenses and Permits”). Assignee hereby assumes and takes responsibility for all losses, costs, claims, liabilities, expenses, demands and obligations of any kind or nature whatsoever attributable to the Contracts and the Licenses and Permits arising or accruing after the date hereof attributable to events or circumstances which may occur on or after the date hereof. Assignor shall remain liable for all losses, costs, claims, liabilities, expenses, demands and obligations of any kind or nature whatsoever attributable to the Contracts and the Licenses and Permits arising or accruing prior to the date hereof.
Assignment of Contracts, Licenses and Permits. Assignor hereby assigns, sets over and transfers to Assignee all of Assignor’s right, title and interest in, to and under the following, if and only to the extent the same may be assigned or quitclaimed by Assignor without expense to Assignor, except as provided below: the contracts, subcontracts and agreements relating to the Real Property and the Personal Property (including all contracts, subcontracts and agreements relating to the construction of any unfinished tenant improvements), which are described in Exhibit A attached hereto and incorporated herein by this reference (herein collectively called the “Contracts”); and to the extent that the same are in effect as of the date hereof, any licenses, permits and other written authorizations necessary for the use, operation or ownership of the Real Property (herein collectively called the “Licenses and Permits”); and all plans and specifications pertaining to all existing improvements located on the Property and (to the extent any such plans and specifications have been prepared and are the property of Assignor) all improvements contemplated to be constructed on the Property, including but not limited: to all traffic, hydrology, environmental, soils, and related studies and reports; engineering drawings and materials; architectural renderings, drawings, and plans and specifications; all applications, responses, permits and authorizations with any governmental and quasi-governmental agencies; all other work product produced by any of Assignor’s consultants (except for attorney-client privileged documents); and other similar work and documents pertaining to the Property, it being understood that the intent of the parties is that any and all non-privileged documents that pertain in any manner to the development of the Property are being assigned to Assignee; and the rights of Assignor (if any) to the name “the Terrace” (it being acknowledged by Assignee that Assignor does not have exclusive rights (and in fact may have no rights) to use such name and Assignor has not registered the same in any manner); and any guaranties and warranties in effect with respect to any portion of the Real Property or the Personal Property as of the date hereof (any transfer fees to be paid by Assignor); and any architectural and engineering drawings and plans which are the property of Assignor pertaining to any tenant improvements.
Assignment of Contracts, Licenses and Permits. 4. An affidavit, in accordance with the Foreign Investments in Real Property Tax Act, stating the Seller is not a foreign person within the meaning of such Act and that Seller is not subject to the withholding requirements set forth in such Act;
Assignment of Contracts, Licenses and Permits. Assignor hereby assigns, --------------------------------------------- sets over and transfers to Assignee, to the extent assignable (without representation or warranty as to assignability) on the terms described below without prejudicing Assignor's reserved rights and benefits described below, all of its right, title and interest in, to and under (a) the contracts described in Exhibit A attached hereto and incorporated herein by this reference (herein --------- collectively called the "Contracts"), (b) all licenses, permits and other --------- written authorizations necessary for the use, operation or ownership of the Property (herein collectively called the "Licenses and Permits"), and (c) all -------------------- rights of Assignor in all intangible property owned by Assignor and useful in connection with the Property ("Intangible Property"), including; without ------------------- limitation, all permits, approvals, land use and other rights to construct Building 4 (as defined in the Purchase Agreement), and the Garage (as defined in the Purchase Agreement) (without representation or warranty as to the existence or extent thereof). Notwithstanding the foregoing, with respect to the Settlement Agreement, Siemens Indemnity and Siemens Guaranty described on Exhibit A (collectively, the "Siemens Agreements") and all of Assignor's rights and interest in any indemnification, hold harmless and defense obligations received by Assignor relating to the Property, Assignor reserves unto itself the rights and benefits of the Siemens Agreements and such indemnification, defense and hold harmless obligations, it being understood and agreed that if the Siemens Agreements and such indemnification, defense and hold harmless obligations are assignable and transferable to Assignee as described herein, then, on the date of this Assignment, the benefits of such indemnification, defense and hold harmless obligations shall be held on a non-exclusive basis by both Assignor and Assignee.
Assignment of Contracts, Licenses and Permits. Assignor hereby assigns, --------------------------------------------- sets over and transfers to Assignee, to the extent assignable (without representation or warranty as to assignability) on the terms described below without prejudicing Assignor's reserved rights and benefits described below, all of its right, title and interest in, to and under (a) the contracts described in Exhibit A attached hereto and incorporated herein by this reference (herein --------- collectively called the "Contracts"), (b) all licenses, permits and other --------- written authorizations necessary for the use, operation or ownership of the Property (herein collectively called the "Licenses and Permits"), and (c) all -------------------- rights of Assignor in all intangible property owned by Assignor and useful in connection with the Property ("Intangible Property"). -------------------
Assignment of Contracts, Licenses and Permits. Assignor hereby assigns, sets over and transfers to Assignee all of its right, title and interest in, to and under the Contracts listed on Exhibit A, Licenses and Permits (each as defined in the Sale Agreement). Assignee hereby assumes all obligations under the Contracts and the Licenses and Permits accruing from and after the Effective Date but expressly excluding liabilities and obligations under the Contracts and the Licenses and Permits that arise or accrue as a result of claims made or causes of actions brought by any party unrelated to Assignee thereto alleging a default or breach by Assignor under the Contracts or the Licenses and Permits. Assignee agrees to indemnify, defend and hold harmless Assignor from any loss, cost, claim, liability, expense or demand of whatever nature under the Contracts and the Licenses and Permits, to the extent attributable to events or circumstances which first occur after the date hereof and are not attributable to the acts or omissions of Assignor occurring after the date hereof. Assignor agrees to indemnify, defend and hold harmless Assignee from any loss, cost, claim, liability, expense or demand of whatever nature arising from claims by third parties relating to Assignor’s default under the Contracts prior to Closing.
