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Assignor shall have provided to City at least thirty (30) days prior written notice and provided <br /> that the assignor and the assignee document the assignment in an agreement substantially in the <br /> form of this Assignment Agreement. <br /> E. Assignor has provided the required written notice to City of its intent to enter into <br /> an assignment and assumption agreement as required by Section 6.1 of the Development <br /> Agreement. <br /> F. Assignor desires to assign to Assignee and Assignee desires to assume all rights <br /> and obligations of Assignor under the Development Agreement [or describe portion of rights <br /> and obligations assigned in case of partial assignment]. Upon execution of this Assignment <br /> Agreement and transfer to Assignee of legal title to the Property, Assignor desires to be released <br /> from any and all obligations under the Development Agreement with respect to the Property. <br /> AGREEMENT <br /> NOW, THEREFORE, Assignor, Assignee and City hereby agree as follows: <br /> 1. Assi�ment by Assignor. Assignor hereby assigns, transfers and grants to <br /> Assignee, and its successors and assigns, all of Assignor's rights, title and interest and <br /> obligations, duties, responsibilities, conditions and restrictions under the Development <br /> Agreement with respect to the Property (collectively, "Rights and Obligations"). <br /> 2. Acceptance and Assumption by Assi�nee. Assignee, far itself and its successors <br /> and assigns, hereby accepts such assignment and assumes all such Rights and Obligations, <br /> whether accruing before or on ar after the Effective Date (defined in Section 16 below). <br /> Assignee agrees, expressly for the benefit of City, to comply with, perform and execute all of the <br /> Rights and Obligations of Developer with respect to the Property arising from or under the <br /> Development Agreement. <br /> 3. Release of Assignor. Assignee and City hereby fully release Assignor from all <br /> Rights and Obligations. Both Assignor and Assignee acknowledge that this Assignment <br /> Agreement is intended to fully assign all of Assignor's Rights and Obligations to Assignee, and <br /> it is expressly understood that Assignor shall not retain any Rights and Obligations whatsoever <br /> with respect to the Property. <br /> 4. Substitution of Assi�nor. Assignee hereafter shall be substituted for and replace <br /> Assignor in the Development Agreement with respect to the Property. Whenever the term <br /> "Developer" appears in the Development Agreement with respect to the Property, it shall <br /> hereafter mean Assignee. <br /> 5. Assignor and Assi�nee A�reements, Indemnifications and Waivers. <br /> a. Assignee represents and warrants to City as follows: <br /> (i) Assignee is a duly formed within and in <br /> good standing under the laws of the State of . The copies of the documents <br /> evidencing the formation of Assignee, which have been delivered to City, are true and complete <br /> EXHIBIT E <br /> 2 <br /> ATTY/AGR/2013.134/STANFORD DEVELOPMENT AGREEMENT <br /> REV: 08-14-13 PT <br />