Laserfiche WebLink
WHEREAS, the Assignor desiies to assign its rights and obligations under the <br />Development Agi eement to Assignees as fee owner of the Development Property, and Assignees <br />agree to jointly and severally assume Assignor's rights and obligations under the Development <br />Agreement, and <br />WHEREAS, such assignment is permitted, with the consent of the City, pursuant to Article <br />VIII of the Development Agreement, and <br />WHEREAS, the Development Agreement may be amended pursuant to Section 11 4 of the <br />Development Agreement <br />NOW THEREFORE, m consideration of the premises and the covenants and agreements <br />set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree to <br />the terms described below <br />AGREEMENT <br />Recitals The above Recitals are hereby agreed to in full and are incorporated herein <br />by this tefei-ence. Capitalized terms used herein and not defined herein shall have the respective <br />meanings set forth in the Development Agreement <br />2 Renresentations and Wanranties Diverse represents and warrants to the City that it <br />is a Minnesota Limited Liability Partnership and in good standing therein, and is qualified to do <br />business in the State of Minnesota <br />3 Assignment and Assumption <br />a The Assignor hereby assigns to the Assignees, and the Assignees hereby <br />assume from the Assignor, all right, title and interest and obligations in and to the Development <br />Agreement <br />la The Assignees jointly and severally promise and agree (a) to assume and pay <br />the indebtedness evidenced by the Development Agreement at the times, and in the manner and in <br />all respects as therein provided, (b) to perform each and all of the obligations set forth in the <br />Development Agreement at the times, in the manner and in all respects as therein provided, and (c) <br />to be bound by each and all of the terms of the Development Agreement as if each of their were <br />originally made, executed and delivered by the Assignee. <br />4 Conditions to Effectiveness of this Agreement and Assumption This Assignment <br />and Assumption Agreement shall be effective upon execution and consent of the City <br />5 Governing Law This Agreement shall be governed by the laws of the State of <br />Minnesota <br />6 Seveiability In case any one or more provisions contained in this Agreement shall <br />for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, <br />