8.2. SR 01-19-2021 - Laserfiche WebLink

Home Browse Search

E. Pursuant to the TIF Agreement and the Declaration, the Assignor may not assign its rights under the TIF Agreement, the Note, or the Declaration without the consent of the City. F. The defined terms in the TIF Agreement and the Declaration shall have the same meaning hereunder. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignor does hereby grant, transfer, and assign to Assignee all of its rights, obligations and interests in, to and under the TIF Agreement, all of its right, title and interest in, to and under the Note, and all rights and obligations in, to and under the Declaration. 2. Assignee hereby accepts this Assignment and assumes and agrees to faithfully abide by, perform, and discharge each and every term, covenant, and condition of the TIF Agreement and the Declaration and the exhibits thereto applicable to the “Developer” first arising from and after the date of this Assignment and to be fully bound by all of the foregoing,. Assignee, for value received, further accepts all right, title and interest of Assignor in, to and under the Note and does hereby assume and agree to be bound by and to perform all the covenants, agreements and obligations of Assignor in, to and under the Note, the TIF Agreement, and the Declaration arising from and after the date of this Assignment. Assignee hereby agrees to indemnify and hold Assignor harmless from and against any and all claims, expenses, costs, obligations, or other liabilities with respect to the TIF Agreement, the Note, and the Declaration arising or incurred from and after the date hereof. 3. Assignor hereby warrants and represents to Assignee as follows: a. The TIF Agreement and the Declaration have not been modified or amended and are 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 TIF Agreement or the Declaration, 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 TIF Agreement or the Declaration. 4. Assignor and Assignee agree that this Assignment shall not be amended or changed in any way without prior written approval of the City. 5. This Assignment and Assumption shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and shall further be for the benefit and reliance of the City. 2 518093v1 MNI MN190-95