CONTRACTS AND INTANGIBLE PROPERTY. Seller will furnish to Buyer a correct and complete copy of each Contract and other writings evidencing the Intangible Property and all amendments thereto. 8.4
CONTRACTS AND INTANGIBLE PROPERTY. For good and valuable consideration, the receipt of which is hereby acknowledged, 3COM CORPORATION, a Delaware corporation ("Assignor"), does hereby sell, transfer, and convey, without representation or warranty of any kind, to SSC II, L.P., a Delaware limited partnership (“Assignee"), all of Assignor's right, title and interest in and to all of the Intangibles, if any, as defined in Recital A(4), as they relate to that certain Real Property described in Exhibit "A" attached to that certain Purchase and Sale Agreement dated __________, 2006, between Assignor and Assignee. This Assignment of Intangibles may be executed in counterparts, which taken together, shall constitute one and the same agreement. Dated this _____ day of __________, 2006. ASSIGNOR: 3COM CORPORATION, a Delaware corporation By: Its: ASSIGNEE: SSC II, L.P., a Delaware limited partnership By SPEAR STREET CAPITAL, LLC, a Delaware limited liability company, its general partner By XXXXXX HOLDINGS, LLC, a Delaware limited liability company, its manager By Xxxx X. Xxxxxx Sole Member EXHIBIT F FORM OF 3COM LEASE LEASE This Lease (this "Lease") is entered into between SSC II, L.P, a Delaware limited partnership ("Landlord") and 3Com Corporation, a Delaware corporation ("Tenant") as of _______, 2006.
CONTRACTS AND INTANGIBLE PROPERTY. For good and valuable consideration, the receipt of which is hereby acknowledged, FLORIDA PNEUMATIC MANUFACTURING CORPORATION, a Florida corporation whose address is 851 Xxxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 (“Assignor”), hereby assigns, transfers and sets over to JUPITER WAREHOUSE HOLDINGS, LLC, a Florida limited liability company (“Assignee”) all of Assignor's right, title and interest in and to (i) the assignable or transferable service contracts and equipment leases (the “Contracts”) enumerated in Schedule A attached hereto and made a part hereof, and (ii) the assignable or transferable intangible property enumerated in Schedule C attached hereto and made a part hereof (collectively, the “Intangible Property”). Assignee hereby assumes all obligations in connection with the Contracts and the Intangible Property, arising or first becoming due or payable on or after the date hereof. Assignee hereby agrees to indemnify and hold harmless Assignor from and against any claim, cause of action, lawsuit, damage, liability, loss, cost or expense (including, without limitation, reasonable attorneys' fees) arising out of any failure of Assignee to perform and observe all obligations assumed herein. Assignor hereby agrees to indemnify and hold harmless Assignee from and against any claim, cause of action, lawsuit, damage, liability, loss, cost or expense (including, without limitation, reasonable attorneys' fees) arising out of any failure of Assignor to perform and observe the obligations of such Assignor in connection with the Contracts and Intangible Property arising or first being due or payable prior to the date hereof. Assignor makes no representation or warranty in connection with this Assignment and this Assignment is made without recourse to Assignor. All terms of this Assignment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective legal representatives, successors and assigns. This Assignment may be executed in any number of counterparts, each of which so executed shall be deemed original; such counterparts shall together constitute but one agreement.
