RECORDED MAIL TO:
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C. Assignor has obtained from the City certain development approvals and permits with respect to the development of the Property, including without limitation, approval of the Development Agreement (the "Project Approvals"}.
D. Assignor and Assignee entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of (the "Agreement"}, for the sale of the Property.
E. Under the Agreement, Assignor is obligated to assign to Assignee all of Assignor's right, title and interest in and to the Development Agreement and Project Approvals pursuant to this Assignment.
NOW, THEREFORE, in reliance on the foregoing and in consideration of the mutual covenants, agreements and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Assignment. Assignor hereby assigns and transfers to Assignee all of the Assignor's right, title and interest in and to the Development Agreement and the Project Approvals with respect to the Property. Assignee hereby accepts such assignment from Assignor.
2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all of the terms, conditions, covenants and obligations required to be kept, performed and fulfilled by Assignor under the Development Agreement and Project Approvals with respect to the Property.
3. Representations and Warranties of Assignor. Assignor hereby makes the following representations and warranties to the Assignee as of the date of this Assignment:
a. Assignor is the holder of that portion of the Property currently encumbered by the Development Agreement and Project Approvals, and has not previously transferred or assigned any interest in the same.
b. The Development Agreement is unmodified and in full force and effect. c. To the actual knowledge of Assignor, no default on the part of Assignor, and no breach or failure of condition that, with notice or lapse of time or both, would constitute a default on the part of Assignor, exists under the Development Agreement. d. The execution, delivery, and performance by Assignor of this Assignment (i) will not contravene any legal requirements applicable to Assignor, (ii) will not conflict with, breach or contravene any other agreement binding on Assignor, and (iii) will not result in the creation or imposition of any liens on any portion of the Property except as may otherwise be permitted under the terms of the Development Agreement.
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e. Prior to the date hereof, Assignor has provided the City with written notice of this Assignment and requested from Assignee the appropriate documentation required by the City in connection with this Assignment.
4. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall, taken together, be deemed one document.
5. Survival. This Assignment and the provisions hereof shall inure to the benefit of and be binding upon the parties to this Assignment and their respective successors, heirs and permitted assigns.
6. No Third Party Beneficiaries. Except as otherwise expressly set forth herein, Assignor and Assignee do not intend, and this Assignment shall not be construed, to create a third-party beneficiary status or interest in, nor give any third-party beneficiary rights or remedies to, any other person or entity not a party to this Assignment.
7. Further Assurances. Each party hereto hereby covenants that it will, at any time and from time to time upon written request therefor, execute and deliver to the other party and its successors, nominees or assigns, such documents as such other party or they may reasonably request in order to fully consummate the transactions contemplated by this Assignment.
8. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with the laws of the State of California, without regard to chaise of law principles.
[Signatures on Following Page]
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IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the day and year first written above. "ASSIGNOR"
Dated: _
By:
Its:
"ASSIGNEE"
Dated: _
By:
Its:
{Attach Notary Acknowledgements)
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