|AMAZON COM INC filed this Form 10-K on 01/30/2013|
G. Concurrently herewith, Assignor is transferring and conveying to Assignee all of Assignors right, title and interest in and to the Property, Leases and Licenses and other Personal Property pursuant to the Purchase Agreement. In connection with such conveyance, Assignor desires to assign to Assignee, and Assignee desires to take assignment of and assume, all of the right, title and interest of Assignor in and to the Assigned Documents and Assets as more particularly set forth herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, Assignor and Assignee agree as follows:
1. Assignment. Assignor hereby grants, transfers and assigns to Assignee the entire right, title and interest of Assignor in and to the Assigned Documents and Assets.
2. Assumption. Assignee hereby assumes the covenants, agreements and obligations of Assignor under the Assigned Documents and Assets from and after the date hereof. No person or entity other than Assignor shall be deemed a beneficiary of the provisions of this Section 2.
3. Further Assurances. Assignor will, at any time and from time to time upon written request therefor, and without incurring any additional costs, expenses or liabilities, execute and deliver to Assignee, Assignees successors, nominees or assigns such documents as Assignee or they may reasonably request in order to fully assign and transfer to and vest in Assignee or Assignees successors, nominees and assigns and protect Assignee or Assignees successors, nominees and assigns rights under and interest in all of the Assigned Documents and Assets, or to enable Assignee or Assignees successors, nominees and assigns to realize upon or otherwise enjoy such rights and property.
6. Indemnification. Assignee shall indemnify and hold harmless Assignor from and against all obligations assumed by the Assignee and against any and all claims, damages, costs, liabilities, expenses and causes of action (including reasonable attorneys fees and costs) arising in connection with the Contracts to the extent such claims and obligations were applicable to the period and required to be performed from and after the date of this Assignment. Assignor shall indemnify and hold harmless Assignee from and against all obligations under the Contracts and against any and all claims, damages, costs, liabilities, expenses and causes of action (including reasonable attorneys fees and costs) arising in connection with the Contracts to the extent such obligations were applicable to the period and required to be performed prior to the date of this Assignment.
7. Legal Expenses. If either party to this Assignment brings suit or otherwise becomes involved in any legal proceedings seeking to enforce the terms of this Assignment, or to recover damages for their breach, the prevailing party shall be entitled to recover its costs and expenses (including reasonable fees of attorneys, expert witnesses, accountants, court reporters and others) incurred in connection therewith including all such reasonable costs and expenses incurred: (a) in trial and appellate court proceedings, (b) in connection with any and all counterclaims asserted by one party to this Assignment against another whether or not such counterclaims arise out of or are otherwise related to this Assignment, (c) in bankruptcy or other insolvency proceedings, and (d) in post-judgment collection proceedings.