Common use of Assignment of Contracts, Licenses and Permits Clause in Contracts

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: (a) all service, supply, maintenance, utility and commission agreements, all equipment leases, and all other 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), all of which are 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 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 (c) the rights of Assignor (if any) to the name “The Remington at Valley Ranch” (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 (d) any guaranties and warranties in effect with respect to any portion of the Real Property or the Personal Property as of the date hereof. Assignee hereby accepts the foregoing assignment of the interests described in this Section 1.

Appears in 1 contract

Samples: Purchase and Sale Agreement (American Realty Capital Healthcare Trust Inc)

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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: (a) all service, supply, maintenance, utility and commission agreements, all equipment leases, and all other 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), all of which are 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 some 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 (c) the rights of Assignor (if any) to the name “The Remington at Valley RanchXxxxxx Haven” (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 (d) any guaranties and warranties in effect with respect to any portion of the Real Property or the Personal Property as of the date hereof. Assignee hereby accepts the foregoing assignment of the interests described in this Section 1.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cornerstone Growth & Income REIT, Inc.)

Assignment of Contracts, Licenses and Permits. Assignor hereby assigns, --------------------------------------------- sets over and transfers to Assignee 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 Assignor’s its 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: (a) all service, supply, maintenance, utility and commission agreements, all equipment leases, and all other 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), all of which are contracts 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 are in effect as of the date hereof, any all 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 , and (c) the all -------------------- rights of Assignor in all intangible property owned by Assignor and useful in connection with the Property (if any"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 name “The Remington at Valley Ranch” (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 existence or extent thereof). Notwithstanding the same in any manner); and (d) any guaranties and warranties in effect 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 portion indemnification, hold harmless and defense obligations received by Assignor relating to the Property, Assignor reserves unto itself the rights and benefits of the Real Property or Siemens Agreements and such indemnification, defense and hold harmless obligations, it being understood and agreed that if the Personal Property Siemens Agreements and such indemnification, defense and hold harmless obligations are assignable and transferable to Assignee as of described herein, then, on the date hereof. Assignee hereby accepts of this Assignment, the foregoing assignment benefits of the interests described in this Section 1such indemnification, defense and hold harmless obligations shall be held on a non-exclusive basis by both Assignor and Assignee.

Appears in 1 contract

Samples: Agreement to Purchase Buildings (Verisign Inc/Ca)

Assignment of Contracts, Licenses and Permits. Assignor hereby assigns, sets over and transfers to Assignee all of Assignor’s '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: (a) all service, supply, maintenance, utility and commission agreements, all equipment leases, and all other 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), all of which are described in Exhibit EXHIBIT A attached hereto and incorporated herein by this reference (herein collectively called the "Contracts"); and (b) 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 Assignment of Intangible Property SHP/Renaissance Portfolio Contract the Real Property described on Exhibit B attached hereto and incorporated herein by this reference (herein collectively called the "Licenses and Permits"); and (c) the rights of Assignor (if any) to the name “The Remington at Valley Ranch” "[Property Name: _____________________]" (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 (d) any guaranties and warranties in effect with respect to any portion of the Real Property or the Personal Property as of the date hereof. Assignee hereby accepts the foregoing assignment of the interests described in this Section 1.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brookdale Senior Living Inc.)

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Assignment of Contracts, Licenses and Permits. Assignor hereby assigns, sets over and transfers to Assignee all of Assignor’s '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: (a) all service, supply, maintenance, utility and commission agreements, all equipment leases, and all other 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), all of which are including those 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 are in effect as of the date hereof, any licenses, permits permits, and other written authorizations necessary for the use, operation or ownership of the Real Property (herein collectively called the “Licenses and Permits”)Property; and (c) the rights of Assignor (if any) to the name “The Remington at Valley RanchArsenal on the Xxxxxxx” (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 (d) any guaranties and warranties in effect with respect to any portion of the Real Property or the Personal Property as of the date hereof. Assignee hereby accepts the foregoing assignment of the interests described in this Section 11 and expressly assumes the obligation for the performance of any and all of the obligations of Assignor under the Contracts in respect of the period on or after the date hereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Athenahealth Inc)

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