Assignment of Intangibles (Real Estate)

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This GENERAL ASSIGNMENT OF INTANGIBLE PROPERTY AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into this __day of ______, 20__, by and between [NAME OF ASSIGNOR] a ______[corporation] ("Assignor") and [NAME OF ASSIGNEE], a ______[corporation] ("Assignee").

W I T N E S S E T H

WHEREAS, concurrently with the execution and delivery of this Agreement, Assignor is conveying to Assignee, by [NAME OF] Deed (the "Deed"), that certain real property known as [DESCRIBE PROPERTY] and located at [PROPERTY ADDRESS], as more particularly described on Exhibit A attached hereto and made a part hereof (the “Real Property”);

WHEREAS, Assignor has agreed to assign to Assignee certain intangible property as hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignor does hereby assign, set over and deliver to Assignee, its successors and assigns, all of Assignor's right, title and interest in any and all intangible personal property owned by Seller and used in the ownership, use and operation of the Real Property, including the following (collectively, the Intangible Property"):

(a) any and all permits, variances, entitlements, filings, building plans, specifications and working drawings, certificates of occupancy, operating permits, sign permits, development rights and approvals, contracts, subcontracts, leases, subleases, agreements, construction contracts and agreements, payment, performance and surety bonds, certificates, licenses, warranties and guarantees, engineering, soils, pest control, survey, environmental, appraisal, market and other reports relating to the ownership, use and operation of the Real Property to the extent the same are assignable;

(b) all trade names, trademarks, service marks, advertising materials and telephone exchange numbers identified with the Real Property;

(d) all books, records, files and correspondence relating to the Intangible Property;

(e) the maintenance and compliance database relating to the regulatory permits for the Real Property, which contains all of the maintenance and compliance records for the Real Property and improvements located thereon, including a “tickler system” to provide advanced notification of maintenance and compliance dates; and

Assignment of Intangibles www.leaplaw.com (f) all other transferable intangible property, miscellaneous rights, benefits or privileges of any kind or character with respect to the Intangible Property or use and operation of the Real Property.

2. Assignor sells, transfers and delivers the Intangible Property in its “as is” condition, with all faults, if any, and, except for the representations and warranties of Assignor contained in that certain Purchase and Sale Agreement between Assignor and Assignee dated [DATE], without any representation or warranty, and expressly excludes and disclaims any representation or warranty pertaining to (a) the accuracy or completeness of any survey, instrument, document or report prepared by a third party or of any public record, or (b) merchantability, condition or fitness for a particular purpose.

3. Assignee hereby accepts the foregoing assignment and assumes and agrees to perform all of Assignor’s obligations arising in respect thereof from and after the date of this Agreement. It is specifically agreed that Assignor shall not be responsible for the discharge and performance of any duties or obligations to be performed and/or discharged in connection with the Intangible Property after the date hereof.

This Assignment shall be construed in accordance with and governed by the laws of the State of [STATE] and shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns.

This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

[The remainder of this page has been intentionally left blank. Signature page follows.]

Assignment of Intangibles www.leaplaw.com EXECUTED under seal as of the date first above written.

ASSIGNOR:

[NAME OF ASSIGNOR]

By: ______Its:

ASSIGNEE:

[NAME OF ASSIGNEE]

By: ______Its:

Assignment of Intangibles www.leaplaw.com