3.7. SR 07-18-2011 - Laserfiche WebLink

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including, without limitation, reasonable attorneys' fees and expenses (collectively, "Losses and Liabilities"), arising out of or in any way related to a failure by Assignor, its successors or assigns to keep and perform, or a default by Assignor, its successors or assigns under, any of the covenants, obligations and agreements to be performed by the Developer under the Abatement Agreement prior to the Transfer Date. 4. Assignee, as of the Transfer Date, hereby accepts the foregoing assignment, and assumes and agrees to faithfully abide by, perform, and discharge each and every term, covenant, and condition of the Contract applicable to the "Developer," (the "Assumed Obligations") and to be fully bound by all of the foregoing. Assignee hereby agrees to indemnify and defend Assignor, its successors and assigns, and its and their employees, agents, partners and officers (collectively the "Assignor Indemnified Parties") against, and hold the Assignor Indemnified Parties harmless from, any and all Losses and Liabilities arising out of or in any way related to a failure by Assignee, its successors or assigns to keep and perform, or a default by Assignee, its successors or assigns under, any of the Assumed Obligations. 5. Assignor hereby warrants and represents to Assignee as follows: (a) The Abatement Agreement has not been modified or amended and is full force and effect as of the date hereof; and (b) To Assignor's knowledge, there is no Event of Default in existence under the Abatement Agreement, nor is there in existence any state of facts or circumstances which, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Abatement Agreement. 6. Assignor will not enter into any modification or amendment of the Abatement Agreement that would adversely affect the rights and interest of Assignee thereunder or the Assumed Obligations unless such modification or amendment is entered into by Assignee. Assignor will not enter into any agreement terminating the Abatement Agreement without the prior written consent of Assignee. 7. Assignor shall give and deliver a copy of any notice, demand or other communication which Assignor gives or delivers to, or receives from, City under the Abatement Agreement, and that relates to or may affect the rights and interest of Assignee under the Abatement Agreement or the Assumed Obligations, to Assignee in the manner set forth in Section 5.3 of the Abatement Agreement, addressed or delivered personally to Assignee as follows: Wisconsin Label Corporation 2571 S. Hemlock Road Green Bay, WI 54229 Attn: or at such other address as Assignee may, from time to time, designate by written notice to Assignor given or delivered in the manner set forth in Section 5.3 of the Abatement 2 388743v2 JSB EL185-13