Laserfiche WebLink
<br /> <br />ASSIGNMENT AND ASSUMPTION OF ASSET PURCHASE AGREEMENT <br /> <br /> This Assignment and Assumption of Asset Purchase Agreement (this “Assignment”) is <br />made as of the ____ day of January, 2026 (the “Effective Date”), by and between <br />MEADOWWOODS VILLAGE HOMEOWNERS ASSOCIATION, a Minnesota non-profit <br />corporation (“Assignor”) and THE CITY OF ELK RIVER, MINNESOTA, a Minnesota <br />municipal corporation (“Assignee”). <br />RECITALS <br /> WHEREAS, Assignor and NSU IM MN, LLC, a Delaware limited liability company <br />(“Seller”), have entered into that certain Asset Purchase Agreement effective as of January ___, <br />2026 by and between Assignor and Seller (the “Agreement”), relating to that certain wastewater <br />treatment system located in Elk River, Minnesota, as more particularly set forth on Schedule 1 of <br />the Agreement (the “Property”); <br />WHEREAS, Assignor may assign its rights, title and obligations to Assignee under the <br />Agreement pursuant to Section 9.6 of the Agreement; and <br /> WHEREAS, Assignor desires to assign its right, title and interest in and to all of its <br />obligations under the Agreement to Assignee, and Assignee desires to accept the assignment and <br />assume all of Assignor’s obligations under the Agreement from and after the Effective Date. <br /> NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of <br />which are hereby acknowledged, Assignee and Assignor do hereby agree as follows: <br />1. Assignment. Assignor hereby assigns to Assignee all of Assignor’s right, title and <br />interest in and to, and all of Assignor’s obligations under, the Agreement. <br /> <br />2. Acceptance and Assumption. Assignee hereby accepts the assignment made and <br />hereby assumes all of Assignor’s obligations under the Agreement in accordance with the terms <br />thereof. Nothing contained herein shall be deemed to release or relieve Assignor of any obligation <br />or liability arising under the terms of the Agreement, it being the intention of the parties that <br />Assignor and Assignee shall remain jointly and severally liable for the obligations and liabilities <br />of the “Purchaser” under the Agreement. <br /> <br />3. Governing Law. This Agreement shall be governed by and construed in accordance <br />with the laws of the State of Minnesota. <br /> <br />4. Counterparts. This Agreement may be executed in two or more counterparts, each <br />of which shall be deemed an original but all of which together shall constitute one and the same <br />Agreement. Facsimile or electronic image (e.g., pdf, docusign, and similar) of a signature shall be <br />as binding as an original signature. <br /> <br />[This space intentionally left blank; signature page follows] <br /> <br />Page 72 of 99