8 List each Assignor, as appropriate.

Assignee hereby agrees to indemnify and hold harmless Assignor from and against any claims made against Assignor under the Service Contracts for any sums due thereunder for the period from and after the date hereof.

Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty

Assignor entered into that certain Agreement of Sale dated December 13, 2017, by and between ​, ​ ("​"), and Assignor, as ​, as amended from time to time (collectively, the "Agreement"), relating to the sale by ​ and the purchase by Assignor of the property located in Orlando, Florida as more particularly described in the Agreement (the "Property"); said Agreement being incorporated herein by this reference thereto;

of the proposed withholding and shall cooperate with the Assignor in order to reduce or eliminate any such proposed withholding to the extent reasonably possible. If despite such cooperation any taxes are required by law to be withheld by Assignee or an Affiliated Licensee from any payment made to Assignor under this Agreement, Assignee or such Affiliated Licensee shall # deduct such taxes from the payment made to Assignor, # timely pay the taxes to the proper taxing authority, and # send proof of payment to Assignor and certify its receipt by the taxing authority within […​…] following such payment.

Section # Representations, Warranties and Covenants of Assignor.

Miscellaneous. Assignor and Assignee hereby agree that:

This Assignment is made by Assignor and accepted by Assignee without any warranty whatsoever and without warranty of title, either express or implied, and without recourse, except that Assignor warrants title as against all parties claiming an interest in the Assigned Interests by, through or under Assignor. This Assignment is made with full substitution and subrogation of Assignee in and to all covenants and warranties heretofore made or given by others.

Additionally, from the date hereof and in perpetuity thereafter, Assignor shall keep strictly confidential and shall not disclose that the Subject Product, or any of its constituent parts, were originally developed, invented, owned, sold or manufactured by Assignor or anyone other than Assignee.

Upon completion of the Assignment, the Assignor shall cease to own any rights to the Intellectual Property. The Assignor shall not use the Intellectual Property in any country or area, or in any manner whatsoever without the prior written consent of the Assignee.