Circuit City 2005 Annual Report Download - page 153

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2.3 Any and all governmental licenses, permits, and certificates (including certificates of occupancy) and any and all
development rights applicable to the development, expansion, ownership, use, or occupancy of the Property, if any (the
“Licenses and Permits”);
2.4 The contracts applicable to the Property which are listed in Schedule “1” hereto, if any (the “Assumed Contracts”
)
[To Be Supplied at Closing];
2.5 Any and all architectural, structural, mechanical or engineering drawings, plans, or specifications for the
Improvements and any assignable and transferable topographical, grading, or drainage plans or surveys for the Land,
including those listed in Schedule “1” hereto, if any (the “Plans”);
2.6 Any other intangible personal property relating to the ownership, development, use, operation, repair, or
maintenance of the Property, except the following: (i) any and all trademarks, logos and other marks or trade or
business names relating to the business or ownership of Seller or any of its affiliates or subsidiaries (the “Trademarks”
);
[Note: ok so long as Seller does not get credit at Closing ->] (ii) any and all utility deposits held on behalf of
Assignor by utility companies with respect to the Property, if any (the “Utility Deposits”); and (iii) any and all phone
listings and numbers with respect to the Real Property (the “Phone Numbers”).
3. Assumption of Assumed Contracts by Assignee . Assignee hereby assumes and agrees to perform all of the duties
and obligations of Assignor under the Assumed Contracts (if any) but only to the extent such duties and obligations
accrue on or after the date of this Assignment (i.e., do not arise out of conduct, acts or failures to act, circumstances or
events which took place prior to the date of this Assignment) and during the period of Assignee’s ownership of the
property subject to the Assumed Contracts.
4. Further Assurances . Assignor and Assignee agree to execute such other documents and perform such other acts as
may be reasonably necessary or proper and usual to effect this Agreement.
5. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of
Georgia.
6. Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of Assignor and
Assignee and their respective personal representatives, heirs, successors and assigns.
7. Counterparts . This Agreement may be signed in multiple counterparts which, when signed by all parties, shall
constitute a binding agreement.
8. Title. Assignor represents and warrants to Assignee that Seller has good title to all of the Assigned Property free
and clear of all liens, encumbrances, security interests and adverse claims.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.
ASSIGNEE
By:
Its:
ASSIGNOR
SYSTEMAX SUWANEE LLC,
a Delaware limited liability company
By:
Its:
[To Be Completed at or Prior to Closing]