Common use of FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS Clause in Contracts

FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, KAN AM GXXXX KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am Gxxxx Kapitalanlagegesellschaft mbH, having its principal office at ______ (“Assignor”), hereby sells, transfers, assigns and sets over to ______ (the “Assignee”), having its principal office at ___, and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts described on Exhibit A attached hereto relating to certain real property located at 300 X. Xxxxxx Drive, Chicago, Illinois and Assignee hereby accepts such assignment and hereby assumes the performance of all of the terms, covenants and conditions imposed upon Assignor under said contracts accruing or arising on or after the date of this Assignment. Assignor hereby covenants that Assignor will, upon written request, execute and deliver to Assignee or Assignee’s successors, nominees or assigns (collectively, “Assignee’s Successors”), any instruments as Assignee or Assignee’s Successors may reasonably request in order to fully assign to Assignee or Assignee’s Successors all Assignor’s right, title, and interest in and to the contracts listed on Exhibit A hereto. Assignor will be responsible for and Assignee will not be liable for any and all costs (including reasonable attorneys’ fees and costs), damages, liabilities, claims, losses and causes of action incurred by or asserted against Assignee as a result of any failure to perform any obligation of Assignor under said contracts which accrued prior to the date of this Assignment. Assignee will be responsible for and Assignor will not be liable for any and all costs (including reasonable attorneys’ fees and costs), damages, liabilities, claims, losses, and causes of action incurred by or asserted against Assignor as a result of any breach by Assignee, from and after the date of this Assignment, of any of Assignee’s obligations under the contracts listed on Exhibit A hereto. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Service Contracts, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder will be limited as set forth in Sections 5.8 and 14.18 of that certain Agreement of Purchase and Sale by and between Assignor and Assignee, dated as of ___, 2006. This Assignment and Assumption of Service Contracts will be binding upon and will inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered will be deemed to be an original and all of which will constitute one and the same instrument.

FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS. For This ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this "Assignment") is made and entered into as of , 20 (the "Effective Date"). In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, KAN AM GXXXX KAPITALANLAGEGESELLSCHAFT MBH[ASSIGNOR], a German limited liability company, for [ENTITY TYPE] (the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am Gxxxx Kapitalanlagegesellschaft mbH, having its principal office at ______ (“"Assignor”"), hereby sells, transfers, assigns and sets over delegates to ______ [ASSIGNEE] (the “"Assignee”"), having its principal with an office and place of business at ___[ADDRESS], and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s 's right, title and interest in and to the contracts described on Exhibit A attached hereto (the "Assigned Contracts") relating to certain real property known as the [PROPERTY NAME], located at 300 X. Xxxxxx Drive[ADDRESS]. It is understood and agreed that, Chicagoby Assignee's execution hereof, Illinois and Assignee hereby accepts such assignment assumes and hereby assumes the performance of agrees to pay and perform all of the terms, covenants covenants, conditions and conditions imposed upon obligations of the Assignor under said contracts the Assigned Contracts arising or accruing or arising on or after the date of this Assignment. Assignor hereby covenants that Assignor will, upon written request, execute and deliver to Assignee or Assignee’s successors, nominees or assigns (collectively, “Assignee’s Successors”), any instruments as Assignee or Assignee’s Successors may reasonably request in order to fully assign to Assignee or Assignee’s Successors all Assignor’s right, titleEffective Date, and interest in agrees to indemnify and to the contracts listed on Exhibit A hereto. hold Assignor will be responsible for harmless from and Assignee will not be liable for against any claims, costs and all costs expenses (including without limitation, reasonable attorneys’ ' fees and costsexpenses), damages, liabilities, claims, losses and causes of action incurred by or asserted against Assignee as a result of any failure to perform any obligation of Assignor under said contracts which accrued prior to the date of this Assignment. Assignee will be responsible for and Assignor will not be liable for any and all costs (including reasonable attorneys’ fees and costs), damages, liabilities, claimsdemands, losses, and causes of action incurred by judgments or asserted against Assignor as a result of any breach by Assignee, from and liabilities in connection therewith arising or accruing on or after the date of this Assignment, of any of Assignee’s obligations under the contracts listed on Exhibit A heretoEffective Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Service ContractsAssignment, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder will shall be limited as set forth in Sections 5.8 and 14.18 of that certain Agreement of the Purchase and Sale Agreement, including, without limitation, Section 5.1.2 and Section 10.4 of the Purchase and Sale Agreement by and between Assignor Assignor, as seller, and Assignee, as purchaser, dated as , 20 (the "Purchase and Sale Agreement"). Assignor has executed this Assignment and has granted, transferred and assigned the Assigned Contracts, and Assignee has accepted this Assignment and purchased the Assigned Contracts AS IS AND WHERE EVER LOCATED, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, EXPRESS, IMPLIED OR STATUTORY (EXCEPT AS EXPRESSLY PROVIDED IN THE PURCHASE AND SALE AGREEMENT AND ANY OTHER DOCUMENT DELIVERED BY ASSIGNOR TO ASSIGNEE RELATED TO THE CONVEYANCE OF THE ASSIGNED CONTRACTS), IT BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE ASSIGNED CONTRACTS (EXCEPT AS EXPRESSLY PROVIDED IN THE PURCHASE AND SALE AGREEMENT AND ANY OTHER DOCUMENT DELIVERED BY ASSIGNOR TO ASSIGNEE RELATED TO THE CONVEYANCE OF THE ASSIGNED CONTRACTS). If any litigation between Assignor and Assignee arises out of ___the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, 2006the losing party shall pay the prevailing party's costs and expenses of such litigation, including, without limitation, reasonable attorneys' fees. This Assignment and Assumption of Service Contracts will be binding upon and will shall inure to the benefit of and be binding upon Assignor and Assignee and Assignee, their respective beneficiaries, legal representatives, heirs, successors and assigns. This Agreement Assignment may be executed and delivered in any number of counterparts, each of which so executed and delivered will shall be deemed to be an original and all of which will such counterparts together shall constitute one and the same instrumentAssignment.

FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS. For valuable considerationFOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, KAN AM GXXXX KAPITALANLAGEGESELLSCHAFT MBHeffective as of the Closing Date (as hereinafter defined), a German limited liability company, for the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am Gxxxx Kapitalanlagegesellschaft mbH, having its principal office at [______ ___________________], a [________________________] (“Assignor”), does hereby sellsassign, transferssell, assigns transfer, set over and sets over deliver to ______ ________________________, LLC, a [________________________] (the “Assignee”), having its principal office at ___, and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts described on Exhibit A attached hereto relating to certain real property located at 300 X. Xxxxxx Drive, Chicago, Illinois and made a part hereof (the “Approved Contracts”). Assignee hereby accepts such the foregoing assignment and hereby assumes the performance of and agrees to perform and observe all of the termsobligations, covenants covenants, terms and conditions imposed upon to be performed or observed by Assignor under said contracts accruing or the Approved Contracts arising on or from and after the date of this AssignmentClosing Date. Assignor hereby covenants acknowledges that Assignor will, upon written request, execute has retained and deliver to Assignee shall not assume or Assignee’s successors, nominees or assigns (collectively, “Assignee’s Successors”), any instruments as Assignee or Assignee’s Successors may reasonably request in order to fully assign to Assignee or Assignee’s Successors all Assignor’s right, title, and interest in and to the contracts listed on Exhibit A hereto. Assignor will be responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Assignor thereunder arising at any time prior to the Closing Date. Assignee will hereby acknowledges that Assignee has assumed and Assignor shall not retain or be liable responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Assignee thereunder arising at any time after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from any and all costs claims, liabilities, damages, and penalties and any and all loss, cost or expense (including including, without limitation, reasonable attorneys’ fees and court costs)) incurred by Assignee incident to, resulting from, or in any way arising out of any failure by Assignor to perform and observe the obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from any and all claims, liabilities, damages, liabilities, claims, losses and causes of action incurred by or asserted against Assignee as a result of any failure to perform any obligation of Assignor under said contracts which accrued prior to the date of this Assignment. Assignee will be responsible for penalties and Assignor will not be liable for any and all costs loss, costs, or expense (including including, without limitation, reasonable attorneys’ fees and court costs), damages, liabilities, claims, losses, and causes of action ) incurred by the Assignor incident to, resulting from, or asserted against Assignor as a result in any way arising out of any breach failure by AssigneeAssignee to perform and observe the obligations, from covenants, terms and after the date conditions assumed by Assignee hereunder. Each of this Assignment, of any of Assignee’s obligations under the contracts listed on Exhibit A hereto. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Service Contracts, it is expressly understood and agreed by and between the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be brought in connection with any liability such demand, claim, suit, or action, or with respect to which each party has hereinabove agreed to hold the other and all such other parties harmless, and to bear all costs and expenses of Assignor hereunder will be limited as such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to that term in Sections 5.8 and 14.18 of that certain Agreement of Purchase and Sale by Agreement and between Assignor and Assignee, Escrow Instructions dated as of ________________________ __, 20062014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Service Contracts will be binding upon and will inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered will be deemed to be an original and all of which will constitute one and counterparts with the same instrumenteffect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Contracts.

FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, KAN AM GXXXX KAPITALANLAGEGESELLSCHAFT MBH______________________, a German limited liability company, for the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am Gxxxx Kapitalanlagegesellschaft mbH____________________, having its principal office at ______ 0000 Xxxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 (“Assignor”), hereby sells, transfers, assigns and sets over to ______ (the “Assignee”)__________________________, a having its principal office at ______________________________________________ (the “Assignee”), and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in and to the contracts described on Exhibit A attached hereto (the “Service Contracts”) relating to certain real property located at 300 X. Xxxxxx Drive_____, Chicago_________, Illinois and Assignee hereby accepts such assignment and hereby assumes the performance of all of the terms, covenants and conditions imposed upon Assignor under said contracts Service Contracts accruing or arising on or after the date of this Assignment. Assignor hereby covenants that Assignor will, upon written request, execute and deliver to Assignee or Assignee’s successors, nominees or assigns (collectively, “Assignee’s Successors”), any instruments as Assignee or Assignee’s Successors may reasonably request in order to fully assign to Assignee or Assignee’s Successors all Assignor’s right, title, and interest in and to the contracts listed on Exhibit A heretoService Contracts. Assignor will shall be responsible for and Assignee will shall not be liable for any and all costs (including reasonable attorneys’ fees and costs), damages, liabilities, claims, losses and causes of action incurred by or asserted against Assignee as a result of any failure to perform any obligation of Assignor under said contracts Service Contracts which accrued prior to the date of this Assignment. Assignee will shall be responsible for and Assignor will shall not be liable for any and all costs (including reasonable attorneys’ fees and costs), damages, liabilities, claims, losses, and causes of action incurred by or asserted against Assignor as a result of any failure to perform or breach by Assignee, from and after the date of this Assignment, Assignee of any of Assignee’s obligations under the contracts listed Service Contracts which accrued on Exhibit A heretoor after the date of this Assignment. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys’ fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Service Contracts as to events occurring prior to the Closing Date. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys’ fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Service Contracts as to events occurring from and after the Closing Date. Notwithstanding anything to the contrary contained in this Assignment and Assumption of Service Contracts, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder will shall be limited as set forth in Sections 5.8 and 14.18 of Section 15.17 that certain Agreement of Purchase and Sale Agreement dated as of _______________________, 2014 by and between Assignor and Assignee, dated as of ___, 2006. This Assignment and Assumption of Service Contracts will shall be binding upon and will shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered will shall be deemed to be an original and all of which will shall constitute one and the same instrument.