This Assignment and Assumption Agreement involves
Title: ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Industry: Real Estate Operations Sector: Services
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 SOR Westpark Portfolio, LLC, a Delaware limited liability company (“Assignee”), as of April 21, 2016 (“Effective Date”).
A. Pursuant to the terms of that certain Agreement of Purchase and Sale effective as of April 13, 2016, by and between Calwest Industrial Properties, LLC, a California limited liability company, 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 “the Westpark Portfolio” and located in Redmond, Washington.
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) rela