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(iii) to be bound by each and all of the terms of the Development Contract as <br />if cach of them were originally made, executed and delivered by the Assignees. <br /> <br /> 4. Conditions to Effectiveness of this Agreement and Assumption. This Assignment <br />Assumption Agreement shall be effective upon execution and consent by the City. <br /> <br />Governing Law. This Agreement shall be governed by the laws of the State of <br /> <br /> 6. Severability. In case any one or more provisions contained in this Agreement shall <br />for m~y reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, <br />illegality or unentbrceability shall not affect any other provision hereof, and this Agreement shall be <br />construed as if such invalid, illegal or unenforceable provision had never been contained herein. <br /> <br /> 7. Further Assurances. Assignor and Assignees agree to do such further acts and <br />things, and to execute and deliver such additional conveyances, assignments, agreements and <br />instruments, as the City may at any time request in connection with the administration or <br />cnlbrccmcnt of this Agreement or in order better to assure and confirm unto the City its rights, <br />p~wcrs and remedies hereunder. <br /> <br /> 8. Counterparts. This Agreement may be executed in any number of counterparts and <br />by di ffcrcnt parties hereto in separate counterparts, each of which, when so executed and delivered, <br />shall be deemed till original, but all of which counterparts together shall constitute but one Contract. <br /> <br /> 9. No Novation. This Agreement shall not constitute a novation as to the Agreements <br />assumed hereby. <br /> <br /> 10. Estoppel. The Assignor confirms, represents and warrants that the Assignor is not in <br />default trader thc Development Contract and that the Development Contract is in full force and <br />cfibct and has not been modified, altered, or amended. <br /> <br /> IN WITNESS WHEREOF, the parties hereto have executed this Assignment and <br />A~sumption Agreement by their duly authorized officers as of the date first above written. <br /> <br />ASSIGNOR: <br /> <br />Sharp & Associates, LLC, <br />a Minnesota Limited Liability Company <br /> <br />By: <br /> <br />Name: Dennis L. Sharp <br />Chief Manager <br /> <br /> <br />