DC2 (E) Hotel Macdonald Agreement C170c Schedule I

THIS ASSIGNMENT AGREEMENT made as of the ___________ day of _________, 19__.

BETWEEN:

THE CITY OF EDMONTON,

a municipal corporation

(hereinafter referred to as "the City"),

OF THE FIRST PART

and

(hereinafter referred to as "the Assignor")

OF THE SECOND PART

and

(hereinafter referred to as "the Assignee"),

OF THE THIRD PART

WHEREAS the City and the Assignor are parties to an agreement dated the 14th day of January, 1985 with respect to the construction and development of the Project as therein defined, and to a License Agreement dated the 6th day of August, 1985, (hereinafter collectively referred to as "the Agreement"); and

WHEREAS the Assignor has entered into an agreement in respect of the sale of the interest of the Assignor in the lands described in the Agreement;

WHEREAS pursuant to the Agreement the City has agreed to consent to the assignment of the Agreement and to accept the Assignee in the place and stead of the Assignor and release the Assignor of its obligations in the Agreement in accordance with these presents;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of $10.00 paid by each of the parties hereto to the others and of the covenants of the parties contained herein (the receipt and sufficiency of which is hereby acknowledged by each of the parties);

1.       The Assignor absolutely assigns, transfers and sets over unto the Assignee as, at and from the completion of the purchase and sale of the lands,

(hereinafter called the "Closing Date"), all of the Assignor's right, title and interest in and to the Agreement, both at law and in equity, with power to enforce the performance of the covenants and matters and things contained therein in the name of the Assignee.

2.       The Assignee covenants and agrees with the Assignor that from and after the Closing Date the Assignee shall perform and observe all covenants required to be performed and observed by the Assignee under or in respect of the Agreement punctually, regularly and timeously as therein set forth, and

(a)      shall be liable to the Assignor for; and

(b)      shall indemnify and save harmless the Assignor of and from;

all manner of actions, causes of actions, proceedings, claims, demands, losses, costs, damages and expenses whatsoever (without restricting the generality of the foregoing, direct losses, costs, damages and expenses of the Assignor including costs on a solicitor-client basis) which may be brought or made against the Assignor or which the Assignor may sustain, pay or incur as a result of or in connection with any breach or non-observance by the Assignee of any covenant required to be performed or observed as aforesaid by the Assignee from and after the Closing Date under the Agreement.

3.       Notwithstanding the provisions of clause 2 to the contrary, the Assignor

(i)       shall be liable to the Assignee for; and

(ii)      shall indemnify and save harmless the Assignee of and from;

all manners of actions, causes of actions, proceedings, claims, demands, losses, costs, damages and expenses whatsoever (without restricting the generality of the foregoing, direct losses, costs, damages and expenses of the Assignee including costs on a solicitor-client basis) which may be brought or made against the Assignee or which the Assignee may sustain, pay or incur:

(a)      as a result of or in connection with any breach or non-observance, prior to the Closing Date, by the Assignor of any covenant required to be performed or observed by it under the Agreement; or

(b)      as a result of any cause of action which arose under the Agreement prior to the Closing Date because of an omission of the Assignor under the Agreement prior to the Closing Date or because of any other event or occurrence prior to the Closing Date.

4.       The Assignee hereby agrees with the City that from and after the Closing Date the Assignee does hereby assume each and every of the obligations, covenants and agreements of the Assignor to be observed, rendered and performed by the Assignor in the Agreement and that the Assignee will duly, regularly and timeously pay, observe, render and perform each and every of the said obligations, covenants and agreements of the Assignor as set forth in the Agreement.

5.       The City hereby consents to the Assignment by the Assignor of the Assignor's right, title and interest in the Agreement to the Assignee as hereinbefore set out and agrees with the Assignor that upon the Closing Date the Assignor is hereby released and discharged absolutely of its obligations under the Agreement from and after the Closing Date.

6.       The Assignee and the City hereby agree that the Agreement shall continue in full force and effect between them as though the Assignee were a signatory to the Agreement from and after the Closing Date.

7.       This Assignment shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

8.       This Assignment is made pursuant to and shall be governed in accordance with the laws of the Province of Alberta. The parties attorn to the jurisdiction of the Courts for the Province of Alberta and agree that any action that may be brought pursuant to this Agreement shall be brought in the Province of Alberta.

9.       If any term, covenant or condition of this Assignment or application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Assignment or the application of such term, covenant or condition to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and each term, covenant or condition shall be valid and enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF the parties hereto have executed this Assignment, duly attested by the hands and seals of their proper authorized officers in that behalf, as of the day and year first above written.