EARL SCHEIB REALTY CORP 1A -2010

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3. Indemnification by Assignee. Assignee hereby agrees that it shall defend indemnify and hold harmless Assignor, its partners, shareholders, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, suits, costs and expenses of every kind, nature and type (including reasonable attorneys' fees) asserted by any person, entity or party for or an account of Assignee's obligation s and liabilities arising out of or under the Easement Agreement on or after the effective date of this Assignment. 4. Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto. 5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of California. 6. Further Assurances. The parties covenant and agree that they will executed such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out this Assignment. 7. Counterparts. This Assignment may be executed in any number of counterparts each of which when so executed and delivered shall be deemed to be an original and all of which. counterparts taken together shall constitute but one and the same instrument. IN WITNESS WHEREOF, this Assignment has been executed by the parties as of the dates set forth below. ASSIGNOR: Earl Scheib Realty Corp., a Cali fM'tion By: - - - Its: Name: ?M ?? The City of Santa Ana accepts Bilateral Escrow Instructions Scheib Realty Corp January 20, McIlwee Fam, LLC. CITY OF SA?A ANA f '\"ROVLD AS TO Foj?m I ,. David N. Ream, City Manager ASSIGNEE: Mcllwee Fam, LLC, imi liability com any Ay: ` ? , k-A ? teh Assignment of Easement Agreement dated March 1, 2010 (executed by Earl 2010) from Earl Scheib Realty Corp. ATTEST: and to r_ r MARIA D. HUIZAR CLERK OF THE COUNCIL Att?r=:?;