Resolution No. 2016-004 (2)ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, the undersigned, City of Vernon ("Assignor"), hereby assigns to Fruitland
Owner LLC, a Delaware limited liability company ("Assignee") all of Assignor's rights and
obligations under that certain Standard Offer, Agreement and Escrow Instructions for the
Purchase of Real Estate dated as of March 20, 2006 (the "Original Agreement"), with attached
Addendum dated March 20, 2006 ("Addendum"), as amended by that certain First Amendment
to the same dated as of June 15, 2006 ("First Amendment") and as further amended by that
certain Second Amendment to the same dated as of April 7, 2015 (the "Second Amendment"),
and as further amended by that certain Third Amendment to the same dated as of June 11, 2015
(the "Third Amendment"). The First Amendment, Second Amendment, and Third
Amendment, together with the Original Agreement and Addendum are collectively referred to as
the "Purchase Agreement"), by and between Pechiney Cast Plate, Inc., as seller, and Assignor,
as buyer. This Assignment and Assumption of Purchase and Sale Agreement ("Assignment") is
made in furtherance of the transaction contemplated by and between Assignor and Assignee as
described in that certain Agreement regarding Assignment and Assumption of Purchase and Sale
Agreement dated as of August 4, 2015 (the "Agreement') and is made subject to the terms and
conditions as set forth therein which are incorporated herein by this reference as if more fully set
forth herein.
By accepting this Assignment, Assignee assumes and agrees to perform all of the
obligations of Buyer (as such term is defined under the Purchase Agreement) under the Purchase
Agreement.
This Assignment may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date
and year written below.
Dated: January , 2016
ASSIGNOR:
CITY OF VERNON
By
Name: W. Michael McCormick
Title: Mayor
Attest:
By i 1.
Name: aria E. Ayala
Title: Ci y Clerk
App ved as to form:
A, d
Hema Patel, Esq., Cit Attorney
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ACCEPTED BY:
ASSIGNEE
FRUITLAND OWNER LLC,
a Delaware limited liability com an
By
Name:
Its: Authorized Signatory
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