Agenda - Council - 11/12/2013 - Laserfiche WebLink

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5. Indemnification. Ramdance hereby agrees to indemnify and hold Assignee harmless from and against any and all liabilities, claims, damages, costs and expenses (including, without limitation, reasonable attorney's fees, expenses and court costs) arising from or relating to all obligations under the Master Development Agreements, except for the obligations to construct the Streetscape improvements as defined in paragraph 5.i. of the Allocation Agreement. 6, Ratification of Master Development Agreements. Ramdance, Assignee and the City hereby acknowledge and agree that the Master Development Agreements are valid and in full force and effect and that Ramdance is not in default under any terms of the Master Development Agreements for which notice of default has been given by the City to Ramdance. . Ramdance and the City have no offsets, claims or defenses against the other with respect to the Master Development Agreements. The City acknowledges and agrees that the Master Development Agreements have not been modified or amended except by the following documents: (a) Allocation Agreement; (b) First Amendment; (c) City of Ramsey Parkland and Trail Plan Agreement for Ramsey Town Center dated February 28, 2005; and (d) Parking Improvement Use and Maintenance Agreement dated February 28, 2005. 7. Binding Effect, This Assignment shall be binding upon and inure to the benefit of Ramdance and Assignee and their respective successors and assigns. 8. Counterparts. This Assignment may be executed separately and independently in any number of counterparts and each and all of which together shall be deemed to have been executed simultaneously and regarded as one agreement dated the Effective Date. 9. Facsimile Copies. A facsimile signature on a facsimile copy of this Assignment shall have the same force and effect as an original and shall bind a party to the terms and conditions hereof. All parties shall execute up to four originals of the Assignment signed by facsimile. 10. Conditions Precedent. This Assignment is conditioned upon the execution by the City of the attached written consent to this Assignment. This Assignment shall not be valid or of any force and effect until such written consent is provided by the City. Upon execution by the City of such written consent, this condition shall be automatically satisfied without further action on the part of any party and this Assignment shall be valid and in full force and effect. signature pages to follow 3