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<br /> EXHIBIT "A" TO PURCHASE AGREEMENT <br /> ASSIGNMENT AND ASSUMPTION OF CONTRACTS <br /> FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, <br /> ("Assignor"), hereby assigns, transfers and conveys to <br /> ("Assignee") all of Assignor's right, title and interest, and <br /> any and all claims related thereto, in and to all contracts affecting that certain real property located <br /> in the City of Redwood City, County of San Mateo, State of California (the "Property") more <br /> particularly described in Appendix" A", attached hereto and incorporated herein. Said contracts are <br /> more particularly described in Appendix "B", attached hereto and incorporated herein ("Contracts"). <br /> Assignee hereby assumes and agrees to keep, perform, and fulfill all of Assignor's <br /> obligations under each contract described in Appendix "B" required to be kept, performed and <br /> fulfilled by Assignor thereunder, accruing on or after , 2004 ("Effective Date"). <br /> Assignee agrees to pay for, and to indemnify and to hold Assignor harmless from any and all <br /> claims, causes of action or expenses with respect to the Contracts, which arise, on or after the <br /> Effective Date. <br /> Assignor agrees to pay for, and to indemnify and to hold Assignee harmless from any and <br /> all claims, causes of action or expenses with respect to the Contracts which arise prior to the <br /> Effective Date. <br /> The covenants, warranties and indemnities contained herein shall survive the closing of the <br /> purchase and sale of the Property to which this Assignment and Assumption of Contracts relates <br /> and such covenants, warranties and indemnities shall not be deemed merged in the Grant Deed <br /> delivered by Assignor to Assignee. <br /> IN WITNESS WHEREOF, the undersigned have executed the within instrument as of <br /> ASSIGNOR: ASSIGNEE: <br /> 11417.00002\BGLlBl\1225060.5 14 <br /> 'T T" t' -,.> <br />