Assignment and Release of Project Infrastructure Obligations Sample Clauses

Assignment and Release of Project Infrastructure Obligations. 19.2.1 Landowner shall remain responsible for all obligations and requirements under this Agreement after the effective date of a Transfer unless Landowner satisfies the following conditions: (i) prior to the effective date of the Transfer, Transferee executes and delivers to County (with a copy to City, and directly to City if applicable as to any annexed Property) an Assignment and Assumption Agreement substantially in the form set forth in Exhibit L to this Agreement specifying the obligations and requirements to be assumed by the Transferee; (ii) Landowner has not received a notice of a Default under this Agreement that remains uncured as of the effective date of the Transfer; and (iii) if required, Landowner has received from the Local Agency’s Planning Director the consent to the Assignment and Assumption Agreement as follows: If Transferee is to assume any of the obligations or requirements to construct Project Infrastructure (but not including within such construction obligations or requirements the requirements to maintain Project Infrastructure to be assumed by owners association(s) as provided in Section 16 above), then prior written consent of the Local Agency shall be required, which consent shall not be unreasonably withheld, conditioned or delayed so long as the proposed Transferee, to the reasonable satisfaction of the Local Agency Planning Director, has experience acting as the developer of projects similar in size and complexity to the development opportunity being transferred and the Transferee has the financial resources necessary to develop or complete the Project Infrastructure associated with development of the Transferred Property. If the Planning Director does not provide Consent, he or she shall state the reasons for the refusal and the corrections to be made to obtain such Consent.
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Related to Assignment and Release of Project Infrastructure Obligations

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  • ASSIGNMENT AND SUB-CONTRACTING The benefit and burden of this Contract may not be assigned or sub-contracted in whole or in part by the Contractor without the prior written consent of the Department. Such consent may be given subject to any conditions which the Department considers necessary. The Department may withdraw its consent to any sub-contractor where it no longer has reasonable grounds to approve of the sub-contractor or the sub-contracting arrangement and where these grounds have been presented in writing to the Contractor.

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  • Guaranty Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

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