Common use of Assignment and Assumption of Contracts Clause in Contracts

Assignment and Assumption of Contracts. THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this “Assignment”) is made as of [_________], 2014 (the “Effective Date”), by Nikken, Inc., a California corporation (“Assignor”), in favor of ________________ (“Assignee”). For a valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, conveys, transfers and assigns to Assignee all of Assignor’s right, title and interest in, to and under the contracts identified on Exhibit A, attached hereto and incorporated herein by this reference (the “Contracts”), and all amendments and modifications thereto, relating to that certain real property located in the City of Irvine, County of Orange, State of California, and more particularly described in Exhibit B attached hereto and incorporated herein by this reference (the “Real Property”). Assignor shall indemnify, protect, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or resulting from any breach or default by Assignor under the terms of the Contracts arising prior to the date hereof. Assignor covenants that it will, at any time and from time to time upon written request therefor, at Assignee’s sole expense and without the assumption of any additional liability thereby, execute and deliver to Assignee, its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to fully evidence the assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Contracts and agrees to be bound by all of the terms and conditions of the Contracts first arising on or after the date hereof. Assignee shall indemnify, protect, defend and hold Assignor harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or resulting from any breach or default by Assignee under the terms of the Contracts first arising on or after the date hereof. The provisions of this Assignment shall be binding upon, and shall inure to the benefit of, the successors and assigns of Assignor and Assignee, respectively. This Assignment shall be governed by and construed in accordance with the laws of the State of California. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto.

Assignment and Assumption of Contracts. THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this “Assignment”) is made as of [_________], 2014 (the “Effective Date”), by Nikken, Inc., a California corporation (“Assignor”), in favor of ________________ (“Assignee”). For a valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor KDC-AZ, LLC, a Delaware limited liability company (the "Assignor"), hereby grantsassigns and delegates to CAPITAL TITLE GROUP, conveysINC., transfers an Arizona corporation (the "Assignee"), with an office and assigns to Assignee place of business at 14555 N. Scottsdale Rd., Sui▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇es and accepts the assignment and delegation of all of Assignor’s 's right, title and interest in, to and under the contracts identified described on Exhibit A, A attached hereto and incorporated herein by this reference (the “Contracts”), and all amendments and modifications thereto, relating to that certain real property located in the City of Irvine, County of Orange, State of California, and more particularly described in Exhibit B attached hereto and incorporated herein by this reference (the “Real Property”)hereto. Assignor shall indemnify, protect, defend hereby agrees to indemnify Assignee against and hold Assignee harmless from and against any and all claimscost, demandsliability, liabilitiesloss, lossesdamage or expense, costs, damages or expenses (including, without limitation, reasonable attorneys’ ' fees and costs) , originating prior to and including the date hereof and arising out of or resulting from any breach or default by Assignor under the terms of the Contracts arising prior to the date hereof. Assignor covenants that it will, at any time and from time to time upon written request therefor, at Assignee’s sole expense and without the assumption of any additional liability thereby, execute and deliver to Assignee, its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to fully evidence the assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and Assignor's obligations of Assignor under the Contracts and described in Exhibit A. Assignee hereby agrees to be bound by all of the terms and conditions of the Contracts first arising on or after the date hereof. Assignee shall indemnify, protect, defend and hold Assignor harmless from and against any and all claimscost, demandsliability, liabilitiesloss, lossesdamage or expense, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees ' fees, originating after the date hereof and costs) arising out of or resulting from any breach or default by Assignee the Assignee's obligations under the terms Contracts described in Exhibit A. If any litigation between Assignor and Assignee arises out of the Contracts first arising on or after obligations of the date hereof. The provisions of parties under this Assignment shall be binding upon, and shall inure to or concerning the benefit ofmeaning or interpretation of any provision contained herein, the successors losing party shall pay the prevailing party's costs and assigns expenses of Assignor and Assigneesuch litigation including, respectivelywithout limitation, reasonable attorneys' fees. This Assignment shall be governed by and construed in accordance with the laws of the State of California. This Assignment Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but original and all of which when taken together shall constitute one and the same instrument. The signature and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto.

Assignment and Assumption of Contracts. THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this “Assignment”) is made as In consideration of [_________], 2014 (the “Effective Date”), by Nikken, Inc., a California corporation (“Assignor”), in favor of ________________ (“Assignee”). For a One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INVESTORS, LLC, a Delaware limited liability company (the “Assignor”), hereby grants, conveys, transfers and assigns to and delegates THE ▇▇▇▇▇▇▇▇ COMPANY, INC., a Massachusetts corporation (the “Assignee”), with an office and place of business at 39 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest inin and to the contracts, to licenses, agreements and under the contracts identified on Exhibit A, attached hereto and incorporated herein by this reference equipment leases (the “Contracts”), and all amendments and modifications thereto, ) described on Exhibit A attached hereto relating to that certain real property known as Dexter Park Apartments and located in the City of Irvineat 17▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, County of OrangeBrookline, State of CaliforniaNorfolk County, Massachusetts, and more particularly described in Exhibit B attached hereto and incorporated herein by this reference (the “Real Property”)Assignee hereby accepts such assignment. Assignor shall indemnify, protect, defend indemnify Assignee against and hold Assignee harmless from and against any and all claimscost, demandsliability, liabilitiesloss, lossesdamage or expense, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees fees, originating or relating to the period prior to date hereof and costs) arising out of or resulting from any breach or default by Assignor under the terms of the Contracts arising prior to the date hereof. Assignor covenants that it will, at any time and from time to time upon written request therefor, at AssigneeAssignor’s sole expense and without the assumption of any additional liability thereby, execute and deliver to Assignee, its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to fully evidence the assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Contracts and agrees to be bound by all of the terms and conditions of the Contracts first arising described on or after the date hereof. Exhibit A. Assignee shall indemnify, protect, defend indemnify Assignor against and hold Assignor harmless from and against any and all claimscost, demandsliability, liabilitiesloss, lossesdamage or expense, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of fees, originating or resulting from any breach or default by Assignee under relating to the terms of the Contracts first arising period on or after the date hereofhereof and arising out of the Assignee’s obligations under the Contracts described on Exhibit A. Notwithstanding anything to the contrary contained herein, the indemnities contained herein shall survive for a period of six (6) months from the date set forth below (the “Survival Period”). The provisions Any litigation with respect to such indemnification must be commenced (by service of this Assignment process on such other party) within the Survival Period, and if not so commenced within the Survival Period, the indemnification shall be binding uponvoid and of no force or effect. To the extent that Assignee has knowledge as of the date set forth below of any costs, liability, loss, damage or expense which would be covered by Assignor’s indemnity set forth above, Assignor’s indemnity set forth above shall be void and of no force or effect. No claim for indemnity hereunder shall inure to be actionable or payable unless the benefit ofvalid claims for indemnification collectively aggregate more than $50,000. In no event shall the liability of Assignor or Assignee hereunder exceed $500,000 (in the aggregate together with any other liabilities of Assignor arising under the transactions contemplated by that certain Purchase and Sale and Escrow Agreement dated August [ ], the successors 2009 by and assigns of between Assignor and Assignee), respectivelyand liability hereunder shall be limited to actual damages and shall not include exemplary, punitive or consequential damages. 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, the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. This Assignment shall be governed by and construed in accordance with the laws of the State of California. This Assignment Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but original and all of which when taken together shall constitute one and the same instrument. The signature and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto.

Assignment and Assumption of Contracts. THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ INVESTORS LP, a Delaware limited partnership (this the “AssignmentAssignor”) is made as of [), hereby assigns to and delegates _________], 2014 (the “Effective Date”), by Nikken, Inc.______________________________________________, a California corporation (“Assignor”), in favor of _______________________ (the “Assignee”). For a valuable consideration, with an office and place of business at _________________________________, and Assignee hereby assumes and accepts the receipt assignment and sufficiency delegation of which are hereby acknowledged, Assignor hereby grants, conveys, transfers and assigns to Assignee all of Assignor’s right, title and interest inin and to the contracts, to licenses, agreements and under the contracts identified on Exhibit A, attached hereto and incorporated herein by this reference equipment leases (the “Contracts”), and all amendments and modifications thereto, ) described on Exhibit A attached hereto relating to that certain real property known as Commerce Plaza Hillcrest and located in the City of Irvineat 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, County of Orange▇▇▇▇▇▇, State of California▇▇▇▇▇, and more particularly described in Exhibit B attached hereto and incorporated herein by this reference (the “Real Property”)Assignee hereby accepts such assignment. Assignee hereby agrees to indemnify Assignor shall indemnify, protect, defend against and hold Assignee Assignor harmless from and against any and all claimscost, demandsliability, liabilitiesloss, lossesdamage or expense, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or resulting from any breach or default by Assignor under the terms of the Contracts arising prior to the date hereof. Assignor covenants that it willfees, at any time and from time to time upon written request therefor, at Assignee’s sole expense and without the assumption of any additional liability thereby, execute and deliver to Assignee, its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to fully evidence the assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Contracts and agrees to be bound by all of the terms and conditions of the Contracts first arising originating on or after the date hereof. of closing and arising out of the Assignee’s obligations under the Contracts described in Exhibit A. Assignor hereby agrees to indemnify Assignee shall indemnify, protect, defend against and hold Assignor Assignee harmless from and against any and all claimscost, demandsliability, liabilitiesloss, lossesdamage or expense, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees fees, originating before the date of closing and costs) arising out of or resulting from any breach or default by Assignee the Assignor’s obligations under the terms Contracts described in Exhibit A. If any litigation between Assignor and Assignee arises out of the Contracts first arising on or after obligations of the date hereof. The provisions of parties under this Assignment shall be binding upon, and shall inure to or concerning the benefit ofmeaning or interpretation of any provision contained herein, the successors losing party shall pay the prevailing party’s costs and assigns expenses of Assignor and Assigneesuch litigation including, respectively. This Assignment shall be governed by and construed in accordance with the laws of the State of Californiawithout limitation, reasonable attorneys’ fees. This Assignment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but original and all of which when taken together shall constitute one and the same instrument. The signature and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto.DAL:0590722/00075:2361764v4

Assignment and Assumption of Contracts. THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this “Assignment”) is made as In consideration of [_________], 2014 (the “Effective Date”), by Nikken, Inc., a California corporation (“Assignor”), in favor of ________________ (“Assignee”). For a One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor , a (“Assignor”), hereby grantsassigns and delegates to , conveysa (the “Assignee”), transfers with an office and assigns to place of business at , , , and Assignee hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and interest in, in and to and under the contracts identified first accruing and arising on and after the date hereof described on Exhibit A, A attached hereto and incorporated herein by this reference (the “Contracts”), and all amendments and modifications thereto, relating to that certain real property known as and located in the City of Irvineat , County of Orange, State of California, and more particularly described in Exhibit B attached hereto and incorporated herein by this reference (the “Real Property”)Assignee hereby accepts such assignment. Assignee hereby agrees to hold Assignor shall indemnify, protect, defend and hold Assignee harmless from and against any and all claimscost, demandsliability, liabilitiesloss, lossesdamage or expense, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees fees, first accruing and costs) arising on and after the date hereof and arising out of or resulting from any breach or default by Assignor the Assignee’s obligations under the terms contracts described in Exhibit A. If any litigation between Assignor and Assignee arises out of the Contracts arising prior to obligations of the date hereof. Assignor covenants that it will, at any time and from time to time upon written request therefor, at Assignee’s sole expense and without parties under this Assignment or concerning the assumption meaning or interpretation of any additional liability therebyprovision contained herein, execute the losing party shall pay the prevailing party’s costs and deliver to Assignee, its successors and assigns, any new or confirmatory instruments and take expenses of such further acts as Assignee may reasonably request to fully evidence the assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Contracts and agrees to be bound by all of the terms and conditions of the Contracts first arising on or after the date hereof. Assignee shall indemnify, protect, defend and hold Assignor harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (litigation including, without limitation, reasonable attorneys’ fees and costs) arising out of or resulting from any breach or default by Assignee under the terms of the Contracts first arising on or after the date hereof. The provisions of this Assignment shall be binding upon, and shall inure to the benefit of, the successors and assigns of Assignor and Assignee, respectivelyfees. This Assignment shall be governed by and construed in accordance with the laws of the State of California. This Assignment Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but original and all of which when taken together shall constitute one and the same instrument. The signature and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto.