Agenda - Council - 03/24/2015 - Laserfiche WebLink

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Section 11.5 Permitted Assignment to F & C Ramsey Apartments, LLC. Prior to the HRA's conveyance of the Development Property to F & C Ramsey, LLC pursuant to the Purchase Agreement, F & C Ramsey, LLC may assign all of its rights, except the right to require the City to deliver the TIF Note to F & C Ramsey, LLC pursuant to Section 6.1 of this Agreement, and all of its obligations under this Agreement to F & C Ramsey Apartments, LLC, an Indiana limited liability company subject to and upon: (a) F & C's Ramsey, LLC's assignment of all of its rights and obligations under the Purchase Agreement to F & C's Ramsey Apartments, LLC; and (b) the City's, the HRA's, F & C LLC's and F & C Ramsey Apartments, LLC's execution of an Agreement whereby: (i) F & C Ramsey Apartments, LLC makes the representations, warranties and covenants to and with the City and the HRA substantially in the form of the representations, warranties and covenants set forth in Section 3.2 of this Agreement and represents and warrants to the City and the HRA that F & C Ramsey, LLC and Borrower are the sole owners of F & C Ramsey Apartments, LLC; (ii) F & C Ramsey, LLC and F & C Ramsey Apartments, LLC acknowledge and agree, for the benefit of the City and the HRA, that from and after the date of effective date of the assignment they are jointly and severally liable to the City and the HRA for the performance of the obligations of the "Developer" under this Agreement; (iii) F & C Ramsey, LLC acknowledges that the City's obligation to execute the TIF Note and deliver the TIF Note to F & C Ramsey, LLC pursuant to Section 6.1 of this Agreement is subject to all of the terms and conditions of this Agreement including, but not limited to, the provisions of Article XI, Article XIII, and all of the terms and conditions of the TIF Note and that if the City executes the TIF Note and delivers the TIF Note to F & C Ramsey, LLC, the City retains the right to cancel and rescind the TIF Note pursuant to Section 13.2(g) of this Agreement; and (iv) F & C Ramsey Apartments, LLC either provides the City and the HRA with a new address for notices pursuant to Section 14.5 of this Agreement or confirms for the City and the HRA that the address for notices to F & C Ramsey Apartments, LLC is the same as set forth in Section 14.5(a) of this Agreement; ARTICLE XII INDEMNIFICATION OF THE CITY AND THE HRA Section 12.1 Indemnification of the City and the HRA. Developer and Borrower agree to defend the City, the HRA, their governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, collectively the "Indemnified Parties"); to hold the Indemnified Parties harmless from; and to indemnify the Indemnified Parties against any third party claims, demands, suits, actions or other proceedings ("Claims") arising or purportedly "arising from the 20 2695614v16