EXHIBIT 10.26
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ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT (this "Assignment")
is made and entered into as of November ___, 1999 by and between LAS VEGAS
SANDS, INC., a Nevada corporation ("Assignor"), and GRAND CANAL SHOPS MALL
CONSTRUCTION, LLC, a Delaware limited liability company ("Assignee"), with
reference to the following:
A. Assignor and Forest City Commercial Management, Inc., an Ohio
corporation ("Forest City") are parties to that certain Management Agreement,
dated as of July 24, 1997 (the "Management Agreement"), relating to the Shopping
Center described in the Management Agreement.
B. Assignor desires to assign to Assignee all rights and obligations of
Assignor under the Management Agreement, and Assignee desires to assume all such
rights and obligations.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree that:
1. Assignment. Assignor assigns, conveys, transfers and sets over to
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Assignee any and all of Assignor's right, title and interest in and to the
Management Agreement.
2. As Is. The parties expressly acknowledge and agree that this
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assignment is made "as is", "where is" and without any representations or
warranties of Assignor of any kind.
3. Assumption. Assignee does hereby accept the foregoing Assignment
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and assumes, covenants and agrees to perform, be bound by, discharge and
observe all of the terms, covenants, conditions, duties, obligations,
undertakings and liabilities of Assignor relating to the Management
Agreement arising from and after the date hereof.
4. Governing Law. This Assignment shall be governed by and construed
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in accordance with the laws of the State of Nevada.
5. Successors and Assigns. This Assignment shall be binding upon and
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shall inure to the benefit of the parties hereto and their respective
successors and assigns.
6. Modifications. This Assignment may not be modified, altered or
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amended, or its terms waived, except by an instrument in writing signed by
the parties hereto.
IN WITNESS WHEREOF, this Assignment has been executed by the parties as of
the date first above written.
ASSIGNOR:
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LAS VEGAS SANDS, INC.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Secretary
ASSIGNEE:
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GRAND CANAL SHOPS MALL CONSTRUCTION, LLC
By: Venetian Casino Resort, LLC, as sole member
By: Las Vegas Sands, Inc., as managing member
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Secretary
