Common use of Assumption of Contracts and Leases Clause in Contracts

Assumption of Contracts and Leases. It is understood and agreed that, from and after the Closing and Seller’s execution and delivery of the Xxxx of Sale and Assignment attached hereto as Exhibit E. and the Assignment of Leases and Contracts attached hereto as Exhibit F, Seller shall not be responsible for the discharge or performance of any duties or obligations to be performed or discharged under the Contracts or Leases for the period of time after the Closing Date. By its acceptance of the Xxxx of Sale and Assignment and Assignment of Leases and Contracts at the Closing hereof, Purchaser agrees that Purchaser shall assume and shall be deemed to have assumed at Closing, and shall perform from and after the Closing, all of the terms, covenants and conditions of the Contracts and Leases on the part of Seller (or owner of the Property) required to be performed from and after the Closing, including, but not limited to, the obligation to repay, in accordance with the terms of the Leases, to the lessees thereunder any and all security and prepaid rental deposits delivered to Purchaser. By its execution hereof and its acceptance of the Xxxx of Sale and Assignment and the Assignment of Leases and Contracts, Purchaser agrees to indemnify and hold harmless Seller from and against any and all loss, cost or expense (including, without limitation, reasonable attorney’s fees) resulting by reason of Purchaser’s failure to perform any of the obligations under the Contracts or Leases arising after the date of Closing. Seller hereby agrees to indemnify and hold harmless Purchaser from and against any and all loss, cost or expense (including, without limitation, reasonable attorneys’ fees) resulting by reason of the failure of Seller to perform any of the obligations under the Contracts or Leases during Seller’s ownership of the Property. The provisions of this Section 6.7 shall survive the Closing of this Agreement. Seller will terminate the management agreement for the Property as of Closing. Purchaser shall not assume, and shall have no obligations for, any management agreement regarding the Property unless separately entered into by Purchaser.

Assumption of Contracts and Leases. It Purchaser has reviewed the Contracts and, simultaneously herewith Purchaser shall give notice to Seller indicating which of the Contracts that Purchaser wishes not to assume at Closing (the "Rejected Contracts"). Hereafter, Seller shall notify all parties under the Rejected Contracts that it is understood terminating such Contracts on or prior to the Closing Date and agreed thatSeller shall be responsible for all costs and expenses of such termination, from and including any costs or expenses that arise after the Closing and Seller’s execution and delivery Date in connection therewith. All other Contracts of the Xxxx of Sale and Assignment attached hereto as Exhibit E. and the Assignment of Leases and Contracts attached hereto as Exhibit F, Seller shall not be responsible for the discharge or performance of any duties or obligations to be performed or discharged under the Contracts or Leases for the period of time after the Closing Date. By its acceptance of the Xxxx of Sale and Assignment and Assignment of Leases and Contracts at the Closing hereof, Purchaser agrees other than those that Purchaser shall assume elects not to assume, are herein collectively referred to as the "Assumed Contracts" and shall be deemed to have assumed at Closing, Purchaser and Seller shall perform from execute and after enter into the Closing, all form of assignment and assumption agreement set forth herein in Exhibit 5.3 (the terms, covenants and conditions of the Contracts and Leases on the part of Seller (or owner of the Property) required to be performed from and after the Closing, including, but not limited to, the obligation to repay, in accordance with the terms of the Leases, to the lessees thereunder any and all security and prepaid rental deposits delivered to Purchaser. By its execution hereof and its acceptance of the Xxxx of Sale and "Assignment and the Assignment of Leases and ContractsAssumption Agreement"). In addition, Purchaser agrees to indemnify assume all the Leases set forth on Schedule 2.10, to the extent such Leases are assumable in accordance with their terms and hold harmless to the extent such Leases relate to Owned Facilities and Leased Facilities acquired by Purchaser (the "Assumed Leases") and the Facility Leases for the Leased Facilities acquired by Purchaser hereunder (the "Assumed Facility Leases"), and Seller from shall bear any costs and against expenses of obtaining any and all loss, cost or expense (including, without limitation, reasonable attorney’s fees) resulting by reason of Purchaser’s failure consents to perform any such assumption of the obligations Assumed Contracts and the Assumed Leases, and in connection therewith, to the extent that any such consents cannot be obtained, Seller shall bear all costs and expenses of terminating such Contracts, Tenant Leases or Personal Property Leases or shall continue to satisfy such contracts or leases in accordance with their terms. All amounts payable under the Contracts or Assumed Contracts, Assumed Leases arising after the date of Closing. Seller hereby agrees to indemnify and hold harmless Purchaser from and against any and all loss, cost or expense (including, without limitation, reasonable attorneys’ fees) resulting by reason of the failure of Seller to perform any of the obligations under the Contracts or Assumed Facility Leases during Seller’s ownership of the Property. The provisions of this Section 6.7 shall survive be prorated through the Closing of this Agreement. Seller will terminate the management agreement for the Property as of Closing. Purchaser shall not assume, and shall have no obligations for, any management agreement regarding the Property unless separately entered into by PurchaserDate pursuant to Section 10.5.