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<br />5.1 G-1 <br />Assignor owns at least fifty percent (50%) interest in joint venture, limited liability, <br />company, partnership or corporation at its formation; and 3) Assignor retains primary <br />responsibility for dlwelopment of the Project Site. <br />C. Assignor desires to assign its interest in the DDA to Assignee. Further, <br />Assignee desires to accept assignment of Assignor's interest in the DDA and <br />City/Agency consents to the assignment of the interest in the DDA from Assignor to <br />Assignee. <br />D. At Assignee's formation Assignor owned, and currently owns, at least fifty <br />(50) percent of Assignee and will retain primary responsibility for development of the <br />Project Site, as that term is defined in the DDA <br />NOW THEREFORE, incorporating the above recitals and in consideration of the <br />covenants and obligations set forth herein, the parties hereto agree as follows: <br />1. AssiQnment. Assignor hereby assigns to Assignee all of Assignor's rights <br />and obligations in the Project Site and in the DDA. <br />2. Assumption. Assignee hereby assumes all of Assignor's rights and <br />obligations in the Project Site and in the DDA. <br />3. City/Aqency Consent. City/Agency hereby agrees and consents to the <br />assignment of all of Assignor's rights and obligations in the Project Site and in the DDA <br />to Assignee. <br />4. General Terms and Conditions. The following general terms and <br />conditions shall apply to this Assignment Agreement. <br /> 4.1 Counterparts. This Assignment Agreement may be executed in <br />counterparts, each of which shall be deemed an original, but all of which, together, shall <br />Atty/Agr/Agr.167 2 <br />012104 <br />Cinema DDA Assignment Agr <br />