Agenda - Council - 02/12/2019 - Laserfiche WebLink

Home

6. Mutual Covenants: (a) As a condition of the Assignment herein, Assignee hereby expressly assumes the obligations of Assignor under the TIF Agreement. (b) Assignee hereby expressly subordinates its rights under this Assignment to the rights of the City under the TIF Agreement, and further expressly agrees to take no action in derogation of any other rights of the City under the TIF Agreement. (c) Assignee acknowledges that it may not re -assign the Developer's rights under the TIF Agreement without the express prior written consent of the City. 7. Covenants of Assignee: (a) The Assignee certifies that it has the qualifications and financial responsibility necessary and adequate to fulfill the obligations undertaken in the TIF Agreement by the Developer (b) Assignee hereby agrees to indemnify and hold Assignor harmless from all claims by the City, its successors and assigns arising from and after the date hereof, whether under the TIF Agreement or in connection with the Project as defined therein. 8. TIF Note: As of the Effective Date the TIF Note (as defined in the TIF Agreement) shall be registered in the name of the Assignee. 9. Assignee Default: In the event Assignee defaults under the terms and obligations of the TIF Agreement assigned hereunder and does not cure the default in accordance with the terms of the TIF Agreement, Assignee acknowledges the City has the right pursue any remedies against the Assignee as provided in the TIF Agreement without any notice to and without seeking any remedy from the Assignor. 10. Governing Law: It is agreed that this Assignment shall be governed by, construed and enforced in accordance with the laws of the State of Minnesota. 11. Attorneys Fees: In the event that any action is filed in relation to this Assignment, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorneys' fees. 12. Partial Invalidity: The invalidity of any portion of this Assignment will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Assignment is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 13. Entirety of Agreement: This Assignment shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding 3 11430297v1