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Exhibit
10.54
ASSIGNMENT AND ASSUMPTION
OF PURCHASE AGREEMENT
This Assignment and
Assumption of Purchase Agreement (“Assignment”) is
entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited
liability company (“Assignor”) and KBS SOUTH TOWNE,
LLC, a Delaware limited liability company (“Assignee”),
as of October 9, 2007 (“Effective
Date”).
RECITALS
A. Pursuant to the terms of
that certain Purchase Agreement for Real Property and Escrow
Instructions dated as of September 10, 2007, by and between
WORKERS COMPENSATION FUND, a Utah corporation, formerly known as
Workers Compensation Fund of Utah, as seller, and Assignor, as
buyer (the “Purchase Agreement”), Assignor agreed to
acquire the Property (as such term is defined in the Purchase
Agreement) commonly referred to as South Towne Corporate Center
Phases I and II.
B. Assignor desires to
assign, without recourse, representation or warranty, all of its
rights, benefits, liabilities and obligations arising under the
Purchase Agreement (and related documents) to Assignee, and
Assignee desires to assume all of said rights, benefits,
liabilities and obligations.
NOW, THEREFORE, in
consideration of the foregoing promises, the mutual undertakings of
the parties set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, the parties agree as
follows:
1. Recitals . The
above recitals are incorporated herein by reference.
2. Assignment and
Assumption . Assignor hereby transfers, assigns and conveys,
without recourse, representation or warranty, express or implied,
all of Assignor’s rights, interests, liabilities and
obligations in and to the Property, and all of Assignor’s
rights, interests, liabilities and obligations under the Purchase
Agreement (and related documents) to acquire same to Assignee.
Assignee hereby assumes all such rights, interests, liabilities and
obligations, and joins in all representations, warranties,
releases, and indemnities, of Assignor under the Purchase Agreement
(and related documents) relating to such Property and the Purchase
Agreement (and related documents) assigned to it above.
3. Successors and
Assigns . This Assignment shall be binding upon and inure to
the benefit of the parties’ successors and
assigns.
4. Attorneys’
Fees . In the event any party institutes any action or
proceeding against the other party with regard to this Assignment,
the prevailing party of such action shall be entitled to recover
from the nonprevailing party (in addition to all other remedies
provided by law) its attorneys’ fees and costs incurred in
such action or proceeding.
5. Release Under Purchase
Agreement . Upon consummation of the transactions contemplated
by the Purchase Agreement, Assignor shall be automatically released
from its obligations under the Purchase Agreement.
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