EDA Resolution 23-01 - Laserfiche WebLink

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2. Assignment and Assumption of Contract. Section 8.2 of the Contract allows the Assignor to assign its rights and duties under the Contract to another entity if(a) the proposed transferee has the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in the Contract by the Assignor; and (b) any proposed transferee expressly assumes all of the obligations of the Assignee under the Contract and agrees to be subject to all of the conditions and restrictions to which the Assignor is subject. The Assignor hereby assigns to the Assignee all of its interest in the Contract and the TIF Note and its rights and obligations under the Contract. The Assignee hereby accepts such rights and assumes such obligations, subject to the terms of this Assignment, and has executed and delivered an Investor Letter for the TIF Note to the Authority. The Authority acknowledges and consents to such assignment. 3. Covenants of the Assignee. The Assignee expressly assumes all of the obligations of the Assignor under the Contract and agrees to be subject to all the conditions and restrictions to which the Assignor is subject to under the Contract. 4. Release of Assignor. This Assignment shall be deemed to release and discharge the Assignor from any obligations of the "Developer" under the Contract, such obligations having been assumed by the Assignee. 5. Assignee Address. For purposes of notice under the Contract,the Assignee's address is: OIVF III Clearwater, LLC 5050 Lincoln Drive, Suite 420 Edina,MN 55436 Attention: Grant Steiner 6. Governing Law. It is agreed that this Assignment shall be governed by, construed and enforced in accordance with the laws of the State of Minnesota. 7. Entirety of Agreement. This Assignment shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Assignment shall not be binding upon either party except to the extent incorporated in this Assignment. 8. Modification. Any modification of this Assignment or additional obligation assumed by either party in connection with this Assignment shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 9. Execution in Counterparts. This Assignment may be executed, acknowledged and delivered in any number of counterparts and each of such counterparts shall constitute an original but all of which together shall constitute one agreement. (The remainder of this page is intentionally left blank.) 2