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EXHIBIT 10-v(ii)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered
into as of the 14 day of January, 1998 (the "Effective Date"), by and among
BINDLEY WESTERN INDUSTRIES, INC., an Indiana corporation ("Assignor"), and
COLLEGE PARK PLAZA ASSOCIATES, INC., an Indiana corporation ("Assignee").
WITNESSETH
FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor hereby assigns, sets over and
transfers to Assignee, its successors and assigns all of its right, title and
interest in, to and under the Agreement between Assignor and Xxxxx & Xxxxx Real
Estate Services, Inc., dated July 14, 1997, a copy of which is attached as
Exhibit A (the "Agreement").
Assignee hereby assumes the performance of all of the terms,
covenants and conditions of the Agreement to be performed on the part of
Assignor under the Agreement from and after the Effective Date, and agrees to
indemnify, save and hold harmless Assignor and its affiliates and their
directors, officers, employees, agents and attorneys and their respective
successors and assigns from any and all claims (whether liquidated or
unliquidated), demands, damages, losses, actions and causes of action of any
kind which arise from or relate to the failure of Assignee to perform such
terms, covenants and conditions in accordance with the terms of the Agreement
from and after the Effective Date.
Assignor agrees to indemnify, save and hold harmless Assignee
and its affiliates and their directors, officers, employees, agents and
attorneys and their respective successors and assigns from any and all claims
(whether liquidated or unliquidated), demands, damages, losses, actions and
causes of action of any kind which arise from or relate to the failure of
Assignee to perform all of the terms, covenants and conditions in accordance
with the terms of the Agreement before the Effective Date.
In addition, Assignor hereby assigns unto Assignee, its
successors and assigns all permits, licenses or other governmental
authorizations or approvals relating to the project which is the subject of the
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption Agreement to be duly executed as of the date first
above written.
COLLEGE PARK PLAZA ASSOCIATES, INC. BINDLEY WESTERN INDUSTRIES, INC.
By: /s/ Xxxxxxx X. XxXxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Printed: /s/ Xxxxxxx X. XxXxxxxxx Printed: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Secretary Title: Exec. Vice Pres., CFO
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CONSENT TO ASSIGNMENT AND
ASSUMPTION OF JULY 14, 1997
AGREEMENT BY XXXXX & XXXXX
REAL ESTATE SERVICES, INC.
By: /s/
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Printed: /s/ Xxxxxxx Xxxxxx
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Title: President
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