EXHIBIT 4.4
ASSIGNMENT AND ASSUMPTION AGREEMENT
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(Warranties, Licenses, Advance Deposits)
(Beaverton, Oregon)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, made and entered into as of
this 15 day of June 2001, between HILTON HOSPITALITY, INC., a Nevada
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corporation, as successor-by-merger to Promus Hospitality Corporation, having an
office c/o Promus Hotels, Inc., 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000 ("Assignor") and APPLE SUITES, INC., a Virginia corporation,
having an address at 0 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000
("Assignee").
W I T N E S S E T H:
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That Assignor for ten dollars and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby conveys, grants, bargains, sells, transfers, sets over, assigns,
releases, delivers and confirms to Assignee, to the extent assignable, all of
Assignor's right, title and interest in and to the Warranties, Licenses, the
Advance Deposits, if any, and all other Property consisting of personalty not
already included in the Xxxx of Sale of even date herewith from Assignor to
Assignee, in each case which relate to the Premises being conveyed to Assignee
by Assignor on the date hereof.
Assignee hereby (i) expressly assumes the obligation for the
performance of any and all of the obligations of Assignor in respect of the
Advance Deposits (the "Indemnified Matters") and (ii) indemnifies, defends and
holds harmless Assignor from and against any and all claims, actions, demands,
liabilities, suits, causes of action, damages, costs or expenses (including,
without limitation, attorneys' fees and disbursements) relating to the
Indemnified Matters. Assignor hereby agrees to indemnify, defend and hold
Assignee harmless from and against claims, actions, demands, liabilities, suits,
causes of action, damages, costs or expenses (including, without limitation,
attorneys' fees and disbursements) relating to the Advance Deposits in respect
of the period prior to the date hereof.
Terms not defined herein shall have the meanings ascribed thereto in
the Agreement of Sale dated June 7, 2001, between Hilton Hospitality, Inc.,
Chesterfield Village Hotel, LLC, and Apple Suites, Inc. ("Agreement of Sale").
This Assignment and Assumption shall inure to the benefit of all
parties hereto and their respective heirs, successors and assigns.
THIS ASSIGNMENT IS MADE WITHOUT RECOURSE AND WITHOUT ANY
REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) WHATSOEVER EXCEPT AS MAY
EXPRESSLY BE SET FORTH IN THE AGREEMENT OF SALE.
IN WITNESS WHEREOF, the parties have executed this Assignment and
Assumption as of the day and year first above written.
ASSIGNOR:
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HILTON HOSPITALITY, INC., a Nevada
corporation, as successor-by-merger to
Promus Hospitality Corporation
By /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Senior Vice President
ASSIGNEE:
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APPLE SUITES, INC., a Virginia corporation
By /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
