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200408869
<br />further agrees to be bound at all times hereafter by all terms, conditions and provisions of the
<br />Lease and to perform and discharge all of Seller's obligations as tenant under the Lease
<br />arising from and after the Effective Date.
<br />Seller represents and warrants to Buyer that Seller is the owner of the leasehold estate
<br />and all right, title and interest of the tenant in, to and under the Lease, and has full right and
<br />lawful authority to transfer and assign the Lease to Buyer.
<br />Buyer agrees to and does hereby indemnify, defend and hold harmless Seller, its
<br />successors and assigns, from and against any and all liabilities, obligations, damages, losses,
<br />claims, costs, expenses, actions and causes of action (including, without limitation, attorneys'
<br />fees and the reasonable cost of investigation) of any kind, fixed or contingent, known or
<br />unknown, incurred by or asserted against Seller, its successors and assigns, accruing under the
<br />Lease or arising from or pertaining to Buyer's use, non -use, operation or occupation of the
<br />premises on or subsequent to the Effective Date. Buyer shall not be released from any of its
<br />obligations under the Lease or this Assignment by the subsequent assignment of the Lease or
<br />the subsequent subletting of all or any portion of the premises.
<br />Seller agrees to and does hereby indemnify, defend and hold harmless Buyer, its
<br />successors and assigns, from and against any and all liabilities, obligations, damages, losses,
<br />claims, costs, expenses, actions and causes of action (including, without limitation, attorneys'
<br />fees and the reasonable cost of investigation) of any kind, fixed or contingent, known or
<br />unknown, incurred by or asserted against Buyer, its successors and assigns, accruing under
<br />the Lease or arising from or pertaining to Seller's use, non -use, operation or occupation of the
<br />premises prior to the Effective Date.
<br />OTHER THAN AS EXPRESSLY SET FORTH HEREIN OR IN THE APA, THE
<br />LEASE AND THE REAL PROPERTY AND IMPROVEMENTS RELATED THERETO
<br />TRANSFERRED PURSUANT TO THIS AGREEMENT WILL BE TRANSFERRED AND
<br />CONVEYED ON THE APPLICABLE CLOSING DATE IN THEIR THEN EXISTING
<br />CONDITION "AS IS ", "WHERE IS ", SUBJECT TO ALL LEGAL REQUIREMENTS,
<br />ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL
<br />INSPECTION OF THEREOF MIGHT REVEAL, WITHOUT WARRANTIES, EITHER
<br />EXPRESS OR IMPLIED, "WITH ALL FAULTS" INCLUDING, BUT NOT LIMITED TO,
<br />BOTH LATENT AND PATENT DEFECTS, AND THE EXISTENCE OF HAZARDOUS
<br />MATERIALS, IF ANY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
<br />AGREEMENT, THE APA OR ANY OTHER INSTRUMENT OF CONVEYANCE, NO
<br />WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE OR ARE MADE, AND
<br />NO RESPONSIBILITY HAS BEEN OR IS HEREBY ASSUMED, BY SELLER (AND
<br />SELLER EXPRESSLY DISCLAIMS, AND BUYER HEREBY WAIVES, ALL SUCH
<br />WARRANTIES AND REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED),
<br />AS TO THE TITLE, CONDITION OR USE OF THE LEASE AND REAL PROPERTY
<br />2
<br />389108.01
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