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<br />ASSIGNMENT AND ASSUMPTION AGREEMENT
<br />THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated
<br />October 24, 2024 (“Effective Date”), is made by and among Blair Adams RET, LLC, an Arizona
<br />limited liability company (“Assignor”) and the South Bend Redevelopment Commission
<br />(“Assignee”).
<br />W I T N E S S E T H:
<br />WHEREAS, Assignor plans to enter into a Purchase and Sale Agreement with Elwood
<br />Shopping Center, LLC on or about October ___, 2024 for the purposes of acquiring certain real
<br />property in the City of South Bend, Indiana, as more fully described therein (the “Agreement”);
<br />and
<br />WHEREAS, Assignor is an Arizona limited liability company that was created on January
<br />22, 2009 and is active and in good standing; and
<br />WHEREAS, Assignor desires to transfer its rights, benefits, and obligations under the
<br />Agreement to Assignee and the Assignee desires to assume the rights, benefits, and obligations
<br />thereunder; and
<br />WHEREAS, the Assignee believes that the assignment is in the best interests of the City
<br />of South Bend, Indiana (the “City”) and its residents.
<br />NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants
<br />and agreements contained herein and for other good and valuable consideration, the receipt,
<br />adequacy and legal sufficiency of which are hereby acknowledged, Assignee and Assignor hereby
<br />agree as follows:
<br />1.Recitals; Capitalized Terms. The recitals to this Assignment are fully incorporated
<br />by this reference as if set forth herein. Capitalized terms used herein and not otherwise defined
<br />shall have the meanings ascribed to such terms in the Agreement.
<br />2.Assignment and Assumption.
<br />(a)Effective as of the date on which the Agreement is fully
<br />executed or the Effective Date, whichever is later (“Assignment Date”), Assignor
<br />hereby transfers, assigns, conveys, and delegates to Assignee all of Assignor’s right,
<br />title, interest, benefits, liabilities, and obligations in, to, and under the Agreement.
<br />(b)Effective as of the Assignment Date, Assignee hereby
<br />accepts such assignment and assumes from Assignor all right, title, interest, benefits,
<br />liabilities, and obligations under the Agreement arising on the Assignment Date and
<br />thereafter, and agrees to pay, perform, and discharge, when due, all of such liabilities
<br />and obligations thereunder.
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