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With assignment of intangible property. THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND ASSIGNMENT OF INTANGIBLE PROPERTY (the "Assignment") is made as of December _________, 19__ between _________ FUND, INC., a Maryland corporation ("Assignor") and _________ PROPERTY INVESTORS, INC., a Maryland corporation ("Assignee"). A. Assignor and Assignee have entered into a Purchase and Sale Agreement dated on or about the date hereof (the "Purchase Agreement"). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. B. Pursuant to the Purchase Agreement, Assignor desires to sell, convey and assign, and Assignee desires to purchase, accept and assume, the Contracts and the Intangible Properties. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignor hereby sells, conveys and assigns, without recourse or warranty of enforceability, and Assignee hereby purchases, accepts and assumes, all of Assignor's right, title and interest in and to the Contracts and the Intangible Properties. 2. The mutual indemnities given by Assignor and Assignee pursuant to Section 12 of the Purchase Agreement, together with all of the other Surviving Obligations (as defined in the Purchase Agreement [omitted]), are made a part of this Assignment. 3. In the event of any dispute between Assignor and Assignee arising out of this Agreement, the losing party shall pay the prevailing party's costs and expenses of such dispute, including, without limitation, reasonable attorneys' fees and costs at trial, on appeal and on petition for review. 4. This Assignment shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. 5. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. 6. This Assignment shall be governed by the laws of the State of California. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date set forth above. ASSIGNOR: _________ FUND, INC., a Maryland corporation By: _________ Its: _________ ASSIGNEE: _________ PROPERTY INVESTORS, INC., a Maryland corporation By: _________ Its: _________
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