Assignment of Plans and Contracts. At each Closing, if applicable, Seller will assign to Buyer (or to an affiliate of Buyer holding any applicable licenses), to the extent assignable and on a non-exclusive basis without warranty, all of Seller’s rights in and to certain plans, contracts, warranties and guaranties, intangible property, and other rights (collectively, the “Plans and Contracts”), documents and instruments relate solely to such Phase pursuant to and as specifically set forth in an assignment and assumption agreement substantially in the form of Exhibit L attached hereto and made a part hereof (subject to the completion of any blanks and exhibits prior to execution) (the “Assignment of Plans”). Solely to the extent required under the SMRH:4867-2220-9151.17 -14- specific Plan or Contract, Seller will use commercially reasonable efforts to obtain the consent of each consultant, contractor and vendor to such assignment prior to expiration of the Due Diligence Period, substantially in the form of Exhibit M attached hereto and made a part hereof (each, a “Consent”). If Seller is unable to deliver all required Consents on or prior to the Due Diligence Termination Date, then Buyer will have the right to either: (a) terminate this Agreement prior to expiration of the Due Diligence Period, in which case the Initial Deposit will be refunded in accordance with Section 3.3, or (b) proceed with this transaction. In the event that Xxxxx delivers an Approval Notice pursuant to Section 3.3 without Seller having delivered all of the required Consents described in this Section, Seller shall continue to use commercially reasonable efforts to obtain such Consents prior to the applicable Closing, provided that in no event shall any Consent be a condition precedent to either Closing or failure to obtain such Consents be a default of Seller. 4.
Assignment of Plans and Contracts. Concurrently with the Closing, Seller shall sign and deliver to Buyer that certain Assignment of Plans and Contracts in the form attached hereto as Exhibit G (“Assignment of Plans and Contracts”). Pursuant to the Assignment of Plans and Contracts and this Agreement, Seller shall and does hereby assign to Buyer, to the extent assignable, on a non-exclusive basis, without representation or warranty, all of its rights and interests in, to and under all of the following whether now or hereafter existing: (a) all plans, drawings, specifications, surveys, reports, data and similar documents relating to Seller’s development of the Property and construction of the offsite and onsite improvements together with all express or implied warranties related thereto (collectively, “Plans”); (b) all Intangible Property owned by Seller in connection with Seller’s development of any portion of the Property, and all other governmental permits, entitlements, approvals and licenses, including, without limitation, all applications for any of the foregoing (collectively, “Permits”); and (c) all agreements and contracts relating to the preparation, issuance, ownership or use of the Plans and Permits and the construction of all improvements contemplated thereby with respect to the Property (collectively, “Contracts”).
