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and covenants with and to Assignee as follows: (a) Each Assignor has the full power and authority to enter into this Agreement and assign its rights to the Assigned Navarro TDRs to Assignee, as contemplated hereby, without the need to obtain any consent or approval of any third party; �-A551q1vai2 Aio (b) The City shall, at its own cost and expense, defend and hold Assignee harmless from and against any lawsuits or appeals or any other legal or quasi -legal challenges to the validity of this Assignment and/or the conveyance by Assignor of the Assigned Navarro TDRs to Assignee pursuant hereto; (c) the Assigned Navarro TDRs conveyed and transferred to Assignee pursuant hereto are free and clear of any liens or encumbrances and no other party shall otherwise have an interest in the same but for Assignee upon such conveyance; (d) if any third party challenges or otherwise interferes with the conveyance by Assignor to Assignee of the Assigned Navarro TDRs in accordance with this Assignment, then (x) Project shall not be treated by the City as nonconforming in terms of FAR compliance by virtue of any such failure or challenge, (y) the same will not affect or delay the issuance of TCO/CO for the Project and (z) the City will promptly convey to Assignee replacement (e.g., substitute) TDRs owned by the City in an amount equal to the Assigned Navarro TDRs at no additional cost or expense to Assignee; (e) the Assigned Navarro TDRs are hereby conveyed and transferred to Assignee free and clear of any special conditions, interests, restrictions or obligations of the City or Navarro as may otherwise be applicable to such parties pursuant to Resolution No. 2018-2840; and (f) to the best of Assignor's knowledge and belief, this Assignment does not violate any rule, law, ordinance, order, agreement or judgment applicable to Assignor and/or the Assigned Navarro TDRs and such Assigned Navarro TDRs have not expired and, are in good standing, and are sufficient to allow for approval of the proposed site plan modification requested by Assignee. 5. Effective Date. This Assignment is effective upon execution by all parties and approval by the City Commission. 6. Miscellaneous. This Assignment is governed by the laws of the State of Florida. This Assignment may be executed in any number of counterparts (whether facsimile or original), each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument. This Assignment may not be amended other than in connection with a written agreement executed by Assignor and Assignee. This Assignment shall be binding upon and inure to the benefit of Assignee and Assignor and their respective successors and assigns. 7. WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERM['TTED BY LAW, THE RIGHT TO "TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS ASSIGNMENT OR ANY ACTS OR OMISSIONS OF EITHER PARTY OR ANY OF ITS RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION HEREWITH. INWITNESS WHEREOF,theundersigned parties haveeausedthisAssignmentto be executed as of the date first written above. 58IR3591;3