Exhibit #10.45
ASSIGNMENT OF CONTRACT
THIS ASSIGNMENT OF CONTRACT ("Assignment") is made and entered into as
of July 28, 2000 by and between EOP - San Xxxxxx Corporate Center Investor,
L.L.C., a Delaware limited liability company ("Assignor") and, San Xxxxxx
Corporate Center, LLC, a Delaware limited liability company ("Assignee").
WHEREAS, Assignor f/k/a San Xxxxxx Corporate Center, L.L.C. entered
into that certain Purchase Agreement with Fair, Xxxxx and Company, Inc. dated
June 28, 2000 (the "Contract") for approximately 12.9 acres of land, known as
the Lindaro Office Park site located in the City of San Xxxxxx, Xxxxx County,
California (the "Property"); and
WHEREAS, Assignor wishes to assign, and Assignee wishes to accept
assignment of, all of Assignor's rights and obligations under the Contract.
NOW THEREFORE, for and in consideration of the payment by Assignee to
Assignor of the sum of Ten ($10.00) Dollars, the mutual promises contained
herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Assignment. Subject to the terms and conditions of this Assignment,
Assignor hereby assigns, transfers and conveys, without recourse, representation
or warranty all of its right, title and interest in and to the Contract,
including all right, title and interest it may have in and to the Initial
Deposit (as defined in the Contract) deposited by Assignor as Buyer under the
Contract, and Assignee hereby assumes all obligations of Assignor under the
Contract.
2. Indemnity. Assignee shall indemnify, defend and hold Assignor, its
affiliates, and all of their officers, directors, managers, partners and agents,
harmless from and against any and all claims, liabilities, damages, judgments,
costs and expenses (including reasonable attorneys' fees) which arise under, in
connection with or with respect to the Property and the Contract, regardless of
whether any such claims, liabilities, damages, judgments, costs and expenses
relate to the period prior to or subsequent to the date of this Assignment.
3. Representations and Warranties. Assignee acknowledges that Assignor
makes no representations or warranties with respect to the Property, and
Assignee waives all claims against Assignor, its affiliates, and all of their
officers, directors, managers, partners and agents, in connection with or with
respect to the Property and the Contract. Notwithstanding anything to the
contrary in this Assignment, Assignor represents and warrants to Assignee that
it has not assigned its interest in the Contract or the Initial Deposit to any
person or entity other than Assignee.
4. Counterparts. This Assignment may be executed in one or more
counterparts and all such counterparts shall be treated as one Assignment.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date
first written above.
ASSIGNEE:
ASSIGNOR:
SAN XXXXXX CORPORATE CENTER,
EOP - SAN XXXXXX CORPORATE LLC, a Delaware limited liability company
CENTER INVESTOR, L.L.C., a Delaware
limited liability company By: XXXXXX/EQUITY OFFICE, LLC, a
Delaware limited liability company
By: EOP Operating Limited Partnership,
a Delaware limited partnership By: Xxxxxx Investors, LLC, a Delaware
limited liability company, a Member
By: Equity Office Properties Trust,
a Maryland real estate investment By: __________________________
trust, its sole general partner Name: Xxxxxxx Xxxxxx
Title: Manager
By: _________________________________ By: EOPMC Investor, L.L.C., a
Name: _______________________________ Delaware limited liability company,
Title: ______________________________ a Member
By: Equity Office Properties Management Corp.,
a Delaware corporation, its Member Manager
By:
Name:
Title:
By: EOP - SAN XXXXXX CORPORATE
CENTER INVESTOR, L.L.C., a Delaware
limited liability company
By: EOP Operating Limited Partnership,
a Delaware limited partnership
By: Equity Office Properties Trust,
a Maryland real estate investment trust,
its sole general partner
By: _________________________________
Name: _______________________________
Title: ______________________________
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