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�����i��;r : <br /> ASSET TRANSFER AGREEMENT <br /> This Asset Transfer Agreement (this "Agreement") is made as of October 21, 2015, (the <br /> "Effective Date") by and between Joint Venture: Silicon Valley Network, whose address is 100 <br /> West San Fernando Street, Suite 310, San Jose, California 95113 ("Transferor"), and The City <br /> of Redwood City, whose address is 1017 Middlefield Road, Redwood City, California 94063 <br /> ("Recipient"). <br /> WHEREAS, Transferor is in possession of certain assets as further described in Exhibit <br /> A(the"Assets"); and <br /> WHEREAS, Transferor seeks to unite local energy customers, solution providers, <br /> municipalities, institutions and utility interests in building a smart energy network; and <br /> WHEREAS, the transfer of Assets from Transferor to Recipient will further Transferor's <br /> goal of building that smart energy network; and <br /> WHEREAS, Transferor is willing to provide such Assets, and Recipient is willing to <br /> receive such Assets subject to the terms and conditions of this Agreement; <br /> NOW THEREFORE, in consideration of the premises and of the mutual promises, <br /> agreements and covenants herein contained, the parties, intending to be legally bound, hereby <br /> agree as follows: <br /> ARTICLE I <br /> 1. TRANSFER OF PROPERTY RIGHTS AND ASSUMPTION OF LIABILITIES <br /> 1.1 Assets: For good and valuable consideration, identified as furtherance of Transferor's <br /> goal of building a smart energy network, the sufficiency of which is hereby <br /> acknowledged, Transferor hereby transfers, assigns, conveys and delivers to Recipient all <br /> of its right, title and interest in the Assets. Recipient hereby accepts the transfer, <br /> assignment, conveyance and delivery of the aforementioned Assets from the Transferor <br /> on and subject to the terms and conditions hereof. <br /> ARTICLE II <br /> 2. DISCLAIMER OF WARRANTY <br /> 2.1 Disclaimer. THE ASSETS AND ANY AND ALL MATERIALS PROVIDED <br /> HEREUNDER BY TRANSFEROR ARE PROVIDED "AS IS". USE OF THE ASSETS <br /> OR MATERIALS IS AT RECIl'IENT'S OWN RISK. TO THE MAXIMUM EXTENT <br /> PERMITTED BY APPLICABLE LAW, THE ASSETS AND MATERIALS ARE <br /> PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR <br /> IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF <br /> MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- <br /> DOCSSV1:161204.1 <br /> REV:10-26-15 RL <br /> Page 1 of 4 <br /> ATTY/AGR.2015240/Joint Venture: Silicon Valley Network <br />