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130 285 Bk Vol Pq <br />82 OPR 4728 656 <br />Agreement on behalf of the Assignee, and that the City will accept such remedy or cure by the <br />Assignee Designee on behalf of the Assignee. <br />9. Indemnification. Assignor shall indemnify and hold harmless Assignee from any <br />claims, obligations, or liabilities related to the Development Agreement for any actions or events <br />that occurred prior to the Closing. Assignee shall indemnify and hold harmless Assignor from <br />any claims, obligations, or liabilities related to the Development Agreement with respect to the <br />Capstone Property for any actions or events that shall occur after the Closing. Assignor shall <br />indemnify and hold harmless Assignee from any claims, obligations, or liabilities related to the <br />Development Agreement with respect to Assignor's Remaining Property for any actions or <br />events that shall occur after the Closing. <br />10, Assignor's Representations and Warranties. Assignor does hereby represent and <br />warrant to Assignee and City as follows: <br />(a) The Development Agreement is in full force and effect in all respects, and <br />has not been amended or modified (except as specifically contemplated in this Agreement) and <br />has not been terminated; <br />(b) Assignor has performed all of its obligations under the Development <br />Agreement as of the Effective Date, and no condition, act, or omission that constitutes or would <br />constitute, with notice, the passage of time, or both, a default by Assignor under the <br />Development Agreement has occurred; and <br />(c) Assignor has full power and authority to enter into this Agreement and <br />assign all of its rights and remedies under the Development Agreement with respect to the <br />Capstone Property to Assignee. <br />11. Further Assignment. The Parties acknowledge that prior to Closing, Assignee <br />intends to assign all of its rights with respect to the Capstone Property to a special purpose entity <br />managed or otherwise controlled by Assignee. Assignee may assign its rights under the <br />Development Agreement and this Agreement to a special purpose entity managed or otherwise <br />controlled by Assignee without further consent by Assignor or the City, provided that (1) <br />Assignee gives the City prior written notice of the assignment, including a copy of the special <br />purpose entity's organizational documents or other evidence showing the entity is managed or <br />controlled by Assignee, (ii) such assignment is done in connection with the purchase of the <br />Capstone Property by such entity, and (iii) the assignment instrument is recorded in the public <br />records where this Agreement and the Development Agreement are recorded. Assignee, or the <br />special purpose entity to which the Development Agreement is assigned, may further collaterally <br />assign Assignee's rights under the Development Agreement to a lender providing construction <br />financing for the Capstone Property without further consent by Assignor or the City, provided <br />that (i) Assignee gives the City prior written notice of the assignment and (ii) the assignment <br />instrument is recorded in the public records where this Agreement and the Development <br />Agreement are recorded. <br />4 <br />