Contracts & Agreements_152-2016 - Laserfiche WebLink

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Purchase/Sale Agreement provides for a retention of the Deposit by Seller, then no funds will be refunded to Assignor and Assignee is not responsible to reimburse Assignor for any non- reimbursed Deposit funds. Section 4. Charitable Pledge Agreement. Notwithstanding the assigninent of the Purchase/ Sale Agreement by Assignor to Assignee, the parties acknowledge that the Charitable Pledge Agreement shall not be assigned, and shall continue in full force and effect between Assignor and Seller. Assignee shall cause Escrow Holder to pay the charitable contribution to Assignor at the close of Escrow. Section 6. Defense and Indemnity. Assignor shall defend, indemnify and hold harmless Assignee and its elected officials, employees and agents from and against any and all claims, causes of action, damages, losses or liability, including attorneys' fees, which Assignee may be subjected to including,but not limited to, injury or death to persons or damage to property, which are occasioned by or result from any act, omission or failure to act by Assignee, or its officers, employees and agents relating to the exercise of any of Assignee's rights under the Purchase/Sale Agreement attributable to any period time prior to the date of this Assignment Agreement. Assignee shall defend, indemnify and hold harmless Assignor and its employees and agents from and against any and all claims, causes of action, damages, losses or liability, including attorneys' fees, which Assignor may be subjected to including, but not limited to, injury or death to persons or damage to property, which are occasioned by or result from any act, omission or failure to act by Assignor, or its officers, employees and agents relating to the exercise of any of Assignor's rights under the Purchase/Sale Agreement attributable to any period time after the date of this Assigninent Agreement. Section 6. Binding Effect. This Assigmnent Agreement shall be binding upon Assignor and inure to the benefit of Assignee and its successors and assigns. Section 7. Governing Law. This Assigninent Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 8. Entire A eement/Amendment. This Assigmnent Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, verbal and written agreements between the Parties regarding the same. This Assigninent Agreement may be amended only by written instrument executed by the Parties. Section 9. No third Party Beneficiaries. Nothing expressed or implied in this Assigninent Agreement is untended to confer upon any person, other than the Parties, or their respective successors or permitted assigns, any right, remedies, obligations, or liabilities under, or by reason of, this Assignment Agreement. Section 10. Attorney's Fees. In the event any action is commenced to enforce or interpret any of the terms or conditions of this Assigninent Agreement the prevailing party shall, in addition to any costs and other relief,be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. 2 RC to City of Redlands Assignment Agreement 061 RE69-000—2240046.1