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, effective as of the Closing Date (as hereinafter defined), [________________________], a [________________________] (“Assignor”), does hereby assign, sell, transfer, set over and deliver to _____________________________, LLC, a [________________________] (“Assignee”), all of Assignor’s right, title and interest in and to the contracts described on Exhibit A attached hereto and made a part hereof (the “Approved Contracts”). Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, terms and conditions to be performed or observed by Assignor under the Approved Contracts arising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained and Assignee shall not assume or 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 hereby acknowledges that Assignee has assumed and Assignor shall not retain or be 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 claims, liabilities, damages, and penalties and any and all loss, cost or expense (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, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of 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 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 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 that certain Purchase and Sale Agreement and Escrow Instructions dated as of ________________________ __, 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect 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 CONSIDERATIONThis 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, effective as of the Closing Date (as hereinafter defined), [________________________ASSIGNOR], a [________________________ENTITY TYPE] (“the "Assignor”"), does hereby assign, sell, transfer, set over assigns and deliver delegates to _____________________________, LLC, a [________________________ASSIGNEE] (“the "Assignee”"), 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 and made a part hereof (the “Approved "Assigned Contracts”)") relating to certain real property known as the [PROPERTY NAME], located at [ADDRESS]. It is understood and agreed that, by Assignee's execution hereof, Assignee hereby accepts the foregoing assignment and assumes and agrees to pay and perform and observe all of the obligationsterms, covenants, terms conditions and conditions to be performed or observed by obligations of the Assignor under the Approved Assigned Contracts arising or accruing on or after the Effective Date, and agrees to indemnify and hold Assignor harmless from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained and Assignee shall not assume or be responsible for against 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 hereby acknowledges that Assignee has assumed and Assignor shall not retain or be 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 claims, liabilitiescosts and expenses (including without limitation, reasonable attorneys' fees and expenses), damages, demands, losses, judgments or liabilities in connection therewith arising or accruing on or after the Effective Date. Notwithstanding anything to the contrary contained in this Assignment, any liability of Assignor hereunder shall be limited as set forth in the Purchase and penalties Sale Agreement, including, without limitation, Section 5.1.2 and Section 10.4 of the Purchase and Sale Agreement by and between Assignor, as seller, and Assignee, as purchaser, dated , 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 all lossAssignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, cost or expense (the losing party shall pay the prevailing party's costs and expenses of such litigation, 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, and penalties and any and all loss, costs, or expense (including, without limitation, reasonable attorneys’ fees and court costs) incurred by the Assignor incident to, resulting from, or in any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of 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 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 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 that certain Purchase and Sale Agreement and Escrow Instructions dated as of ________________________ __, 2014 between Assignor, Assignee and the other parties named therein' fees. This Assignment shall inure to the benefit of and Assumption of Contracts be binding upon Assignor and Assignee, their respective legal representatives, successors and assigns. This Assignment may be executed in counterparts, each of which shall be deemed an original and all of such counterparts with together shall constitute one and the same effect 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 ContractsAssignment.

FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS. FOR VALUABLE CONSIDERATIONFor valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (as hereinafter defined), [________________________], a [________________________] , having its principal office at 0000 Xxxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 (“Assignor”), does hereby assignsells, selltransfers, transfer, set assigns and sets over and deliver to _____________________________, LLC__, 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 and made a part hereof (the “Approved Service Contracts”). ) relating to certain real property located at _____, _________, and Assignee hereby accepts the foregoing such assignment and hereby assumes and agrees to perform and observe the performance of all of the obligationsterms, covenants, terms covenants and conditions to be performed or observed by imposed upon Assignor under the Approved said Service Contracts accruing or arising from and on or after the Closing Datedate of this Assignment. Assignor hereby acknowledges covenants that Assignor has retained 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 Service Contracts. Assignor shall be responsible for and Assignee shall not assume 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 Service Contracts which accrued prior to the date of this Assignment. Assignee shall 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 hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible liable for any and all costs (including reasonable attorneys’ fees and costs), damages, liabilities, claims, losses, and causes of the obligations, covenants, terms and conditions action incurred by or asserted against Assignor as a result of the Approved Contracts any failure to be performed perform or observed breach by Assignee thereunder arising at of any time of Assignee’s obligations under the Service Contracts which accrued on or after the Closing Datedate of this Assignment. 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 Assignee, its legal representatives, successors and assigns from any and all claims, liabilitieslosses, damages, and penalties and any and all lossexpenses, cost or expense fees (including, without limitation, reasonable attorneys’ fees and fees), court costs) incurred by Assignee incident to, resulting fromsuits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any way of them arising out of any failure by Assignor or in connection with the Service Contracts as to perform and observe events occurring prior to the obligations, covenants, terms and conditions retained by Assignor hereunderClosing Date. 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 Assignor, its legal representatives, successors and assigns from any and all claims, liabilitieslosses, damages, and penalties and any and all lossexpenses, costs, or expense fees (including, without limitation, reasonable attorneys’ fees and fees), court costs) incurred by the Assignor incident to, resulting fromsuits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any way of them arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of 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 such demand, claim, suit, or action, or with respect the Service Contracts as to which each party has hereinabove agreed to hold the other events occurring from and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive 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 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 hereunder 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 limited as set forth in Section 15.17 that certain Purchase and Sale Agreement and Escrow Instructions dated as of ________________________ __, 2014 by and between Assignor, Assignee Assignor and the other parties named thereinAssignee. This Assignment and Assumption of Service Contracts shall be binding upon and 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 counterparts with any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same effect 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 Contractsinstrument.

FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS. FOR VALUABLE CONSIDERATIONFor valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as KAN AM GXXXX KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of the Closing Date (as hereinafter defined)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 assignsells, selltransfers, transfer, set assigns and sets over and 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 the foregoing such assignment and hereby assumes and agrees to perform and observe the performance of all of the obligationsterms, covenants, terms covenants and conditions to be performed or observed by imposed upon Assignor under the Approved Contracts said contracts accruing or arising from and on or after the Closing Datedate of this Assignment. Assignor hereby acknowledges covenants that Assignor has retained will, upon written request, execute 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 Assignee will not be performed or observed by Assignor thereunder arising at any time prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible liable 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 claims, liabilities, damages, and penalties and any and all loss, cost or expense costs (including, without limitation, including reasonable attorneys’ fees and court costs) ), damages, liabilities, claims, losses and causes of action incurred by or asserted against Assignee incident to, resulting from, or in any way arising out as a result of any failure by Assignor to perform and observe any obligation of Assignor under said contracts which accrued prior to the obligations, covenants, terms and conditions retained by Assignor hereunderdate of this Assignment. Assignee hereby agrees to protect, defend, indemnify will be responsible for and Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless from will not be liable for any and all claims, liabilities, damages, and penalties and any and all loss, costs, or expense costs (including, without limitation, including reasonable attorneys’ fees and court costs) ), damages, liabilities, claims, losses, and causes of action incurred by the or asserted against Assignor incident to, resulting from, or in any way arising out as a result of any failure breach by Assignee 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 perform the contrary contained in this Assignment and observe the obligationsAssumption of Service Contracts, covenants, terms it is expressly understood and conditions assumed agreed by Assignee hereunder. Each of and between the parties hereto further agrees, upon notice from the other, to contest that 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 liability of Assignor hereunder will be brought in connection with any 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 such contest and defense. The indemnities limited as set forth herein shall be deemed to be material in Sections 5.8 and shall survive the Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request 14.18 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 that certain Agreement of Purchase and Sale Agreement by and Escrow Instructions between Assignor and Assignee, dated as of ________________________ __, 2014 between Assignor, Assignee and the other parties named therein2006. 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 counterparts with 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 effect 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 Contractsinstrument.