SEC Filings

AMAZON COM INC filed this Form 10-K on 01/30/2013
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Form of Assignment and Assumption of Contracts, Permits and Intangibles


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THIS ASSIGNMENT AND ASSUMPTION WITH RESPECT TO CONTRACTS, PERMITS AND INTANGIBLES (this “Assignment”) is entered into as of the             day of                    , 2012, by and between [VARIES] LLC, a Washington limited liability company (“Assignor”), and             , a             (“Assignee”), who agree as follows:


A. Assignor, as “Seller”, and Assignee, as “Purchaser”, are parties to a Purchase and Sale Agreement dated as of September                    , 2012 (“Purchase Agreement”) for the purchase and sale of certain real property in the City of Seattle, Washington (the “Property”), which Property is more particularly described in Exhibit A attached hereto and incorporated herein by this reference.

B. Assignor is a party to those certain contracts identified on Exhibit B attached here to and incorporated herein by this reference, which contracts are related to the Property, and which Assignee has agreed to assume from and after the date of closing under the Purchase Agreement (collectively, the “Contracts”).

C. Assignor has rights under certain licenses, permits, consents, authorizations, approvals, entitlements, registrations and certificates issued or granted by Governmental Authorities with respect to current use, occupancy, and operation of the Property and its existing Improvements (“Permits”).

D. Assignor has rights under certain plans and specifications, blueprints, architectural plans, engineering diagrams and similar items located at the Property or in Assignor’s Possession or Control which relate to the Property or existing Improvements (“Plans and Specifications”).

E. Assignor has rights under certain warranties and guaranties with respect to the Improvements and Personal Property (“Warranties”) including the Warranties set forth on Exhibit C attached here to and incorporated herein by this reference.

F. The Contracts, Permits, Plans and Specifications, Warranties, together with all other intangible assets of Assignor (“Intangible Assets”) are collectively referred to herein as the “Assigned Documents and Assets”).