INTEGRAL COMMUNITIES 1-2006 - Laserfiche WebLink

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NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties do hereby agree as follows: I. Assignment. As of the Closing Date (as defined in the Purchase Agreement and for purposes of this Agreement, the "Effective Date"), Assignor hereby assigns, conveys and transfers to Assignee, Assignor's right, title and interest in and to the Development Agreement with respect to the Property. Assignor also assigns to Assignee all of Assignor's rights, title and interest in the Entitlements (as defined in the Development Agreement) with respect to the Property. Said Assignment shall be on an "AS-IS" basis, without any representation or warranty of any kind by Assignor except as set forth in the Purchase Agreement. 2. Assignee's Assumption of Obligations. Assignee hereby agrees to accept the assignment and delegation by Assignor of all of Assignor's rights, duties and obligations under the Development Agreement and Entitlements with respect to the Property. Assignee agrees to assume all duties, obligations and liability arising from the Development Agreement and Entitlements with respect to all or any portion of the Property. Assignee agrees to observe and perform all of the duties and obligations of Owner contained in the Development Agreement and Entitlements as such duties and obligations pertain to the Property transferred or assigned 3. Release and Indemnitv. Except as otherwise provided for in the Purchase Agreement, Assignee releases Assignor and its successors and assigns from any and all of the obligations of the Development Agreement and Entitlements and neither Assignor nor any of its successors or assigns shall have any liability whatsoever to Assignee with respect to the Development Agreement and Entitlements or any breach or default thereof or thereunder. Except as otherwise provided for in the Purchase Agreement, Assignee hereby agrees to indemnify, defend and hold harmless Assignor and its members, agents, representatives, successors and assigns from and against any liability, obligation, claim, cause of action, cost or expense (induding, without limitation, attorneys' fees and costs) arising from, or related to, Assignee's performance (or failure thereof) of the Development Agreement and Entitlements following the Effective Date, including, without limitation, any untimely andlor deficient performance thereof. Nothing herein limits, alters or expands Assignor's or Assignee's indemnity, defense and hold harmless obligations or the release under the Purchase Agreement. 4. Citv Consent. Notwithstanding anything herein to the contrary, this Agreement shall not be effective until (a) the Closing Date and (b) such time as the City consents to this Agreement pursuant to Section 4.2 of the Development Agreement as evidenced by the City's execution of the "City's Consent" attached hereto and incorporated herein. S. Assignee Capabilitv and Experience. Assignee represents and warrants that it has the financial capability and development experience with respect to the Integral Project proposed in the Development Agreement equal to or greater than the managing member of Owner. Assignee has provided all necessary information and documentation to Assignor and City for the City's review of this Agreement and the assignment of the Development Agreement to Assignee. 6. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective legal representatives, successors and assigns. D.R. HORTON/Santa Ana Assignment and Assumption Agreement 28156-22/2150493.2 2 311 012006