Landlord represents that the Lease is in full force and effect and that, to its knowledge, Assignor is not in default of any of its obligations thereunder. Landlord consents to the subject Assignment and Assumption of Lease. Landlord makes no representation regarding Assignor’s compliance with Article XI of the Prime Lease in connection with the subject assignment and assumption.
5.4 Assignment and Assumption of Lease. At the Closing, Seller and Buyer shall enter into an assignment in the form attached hereto as Exhibit “D” of the Leased Real Property as more particularly set forth therein (the “Assignment and Assumption of Lease”).
2. Assignment of Assumption of Lease. Aerpio hereby assigns all of its right, title and interest in and to the Lease to Tenant, and Tenant hereby accepts the assignment and assumption of the Lease and hereby assumes and agrees to be bound by all of the rights and obligations of Aerpio Therapeutics as tenant under the Lease and acknowledges that all provisions of the Lease remain in full force and effect. Tenant agrees to indemnify, defend and hold Aerpio Therapeutics harmless from and against any and all liabilities, claims, demands, damages and causes of action that may now or hereafter be made or asserted against Aerpio Therapeutics arising out of or related to the Lease, and arising or accruing prior to or on the date of this Fourth Amendment.