Effectuation of Certain Permitted Transfers.
(a) No Transfer of this Agreement permitted pursuant to Section 8.4 shall be effective unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an instrument in writing prepared by the County and in form recordable among the land records, shall expressly assume the obligations of the applicable Developer under this Agreement and agree to be subject to the conditions and restrictions to which such Developer is subject arising during this Agreement, to the fullest extent that such obligations are applicable to the particular portion of or interest in the Development conveyed in such Transfer.
(b) Anything to the contrary notwithstanding, the holder of a Security Financing Interest whose interest shall have been acquired by, through or under a Security Financing Interest or shall have been derived immediately from any holder thereof shall not be required to give to County such written assumption until such holder or other person is in possession of the Property or entitled to possession thereof pursuant to enforcement of the Security Financing Interest.
(c) In the absence of specific written agreement by the County, no such Transfer, assignment or approval by the County shall be deemed to relieve either of the Developer or any other party from any obligations under this Agreement.
Effectuation of Certain Permitted Transfers. (a) No Transfer of this Agreement permitted pursuant to Section 13.4 or 13.5 will be effective unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an instrument in writing prepared by the Commission, substantially in the form of the DDA Assignment and Assumption Agreement attached hereto as Exhibit J, expressly assumes the obligations of the applicable Developer under this Agreement and agrees to be subject to the conditions and restrictions to which the Developer is subject arising during the term of this Agreement, to the fullest extent that such obligations are applicable to the particular portion of or interest in the Development Improvements conveyed in such Transfer. Anything to the contrary notwithstanding, the holder of a Security Financing Interest whose interest have been acquired by, through or under a Security Financing Interest or have been derived immediately from any holder thereof will not be required to give to Commission such written assumption until such holder or other person is in possession of the Developer Parcel or entitled to possession thereof pursuant to enforcement of the Security Financing Interest.
(b) In the absence of specific written agreement by the Commission, no such Transfer, assignment or approval by the Commission will be deemed to relieve the Developer or any other party from any obligations under this Agreement.
Effectuation of Certain Permitted Transfers. 37 Section 6.6 Other Transfers with County Consent 37 ARTICLE 7. DEFAULT AND REMEDIES 37 Section 7.1 General Applicability 37 Section 7.2 No Fault of Parties 37 Section 7.3 Fault of County 38 Section 7.4 Fault of Developer 38 Section 7.5 Remedies 40 Section 7.6 Right of Reverter 40
Effectuation of Certain Permitted Transfers. For a transfer specified in Section 6.5(a) to constitute a Permitted Transfer, the following conditions must be satisfied:
(1) Not less than thirty (30) days prior to the intended effectiveness of a Permitted Transfer, the Developer shall deliver to the City a notice of the intended Permitted Transfer, a description of the intended Transfer, and such information about the intended Permitted Transfer and the transferee as is necessary to enable the City to determine that the intended Transfer meets the requirements of a Permitted Transfer pursuant to this Section 6.5.
(2) For Transfers under Section 6.5(a) above, the City may withhold its approval of a Permitted Transfer if the City determines in its discretion, reasonably exercised, taking into consideration all relevant factors, including without limitation the time remaining in the Term of the Dealership Development Operating Covenant, that: (1) the proposed Transfer will in any material respect diminish the City's rights under this Agreement and the Dealership Operating Covenant; (2) the proposed Transfer will in any material respect diminish the Developer's Principal's ability to manage or control Developer or result in a change in Developer's Principal; or (3) the proposed Transfer will diminish the Developer's ability to perform under this Agreement or the Dealership Operating Covenant. If the City withholds its approval of a Permitted Transfer, it shall provide a written statement to the Developer within thirty (30) days of receipt of the notice specifying the City's grounds for withholding approval.
(3) If City determines there is no basis to withhold, condition or delay its approval of a Permitted Transfer, City shall approve said proposed Transfer. If City fails to approve or disapprove of a Permitted Transfer under subsection 6.5(b) within thirty (30) days following receipt of a complete notice of proposed transfer, the Transfer shall be deemed approved and the Developer shall deliver to City a fully executed counterpart of the assignment and assumption agreement as required under Section 6.6(a), below.
Effectuation of Certain Permitted Transfers. No Transfer of this Lease permitted pursuant to Section 2.9 or Section 2.11 (other than a Transfer pursuant to Section 2.9 (a), (b) or (e)), shall be effective unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an instrument in writing reasonably satisfactory to the Lessor and in form recordable among the land records, shall expressly assume the obligations of the Lessee under this Lease and agree to be subject to the conditions and restrictions to which the Lessee is subject arising during this Lease, and or Improvements to the fullest extent that such obligations are applicable to the particular portion of or interest in the Land or Improvements conveyed in such Transfer. Anything to the contrary notwithstanding, the holder of an Other Loan whose interest shall have been acquired by, through or under a Other Loan Document or shall have been derived immediately from any holder thereof shall not be required to give to the Lessor such written assumption until such holder or other person is in possession of the Land or Improvements or entitled to possession thereof pursuant to enforcement of the Other Loan Document. In the absence of specific written agreement by the Lessor, no such Transfer, assignment or approval by the Lessor shall be deemed to relieve the Lessee or any other party from any obligations under this Lease.
Effectuation of Certain Permitted Transfers. No Transfer of this Agreement, or of the Development of a portion thereof, permitted pursuant to Section 7.4 (other than a Transfer pursuant to a Security Financing Interest under Section 7.4(a) or (b)) or Section
Effectuation of Certain Permitted Transfers. 34 Section 7.6 Other Transfers with City Consent 35 Section 7.7 Termination of Limitations on Transfers 35 ARTICLE 8. DEFAULT AND REMEDIES 35 Section 8.1 General Applicability 35 Section 8.2 No Fault of Parties 35 Section 8.3 Fault of City 36 Section 8.4 Fault of Developer 36 Section 8.5 Notice and Cure Period Regarding Defaults 37 Section 8.6 Remedies 38 Section 8.7 Right to Cure at Developer's Expense 39 Section 8.8 Project Documents 39 Section 8.9 Rights of Mortgagees 39 Section 8.10 Remedies Cumulative 39
Effectuation of Certain Permitted Transfers. Other than as permitted in Section 7.4, no Transfer of a direct interest in this Agreement shall be permitted unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an agreement reasonably satisfactory to the City and in form recordable among the land records, expressly agrees to perform and observe, from and after the date of the Transfer, the obligations, terms and conditions of this Agreement; provided, however, that no such transferee shall be liable for the failure of its predecessor to perform any such obligation. The City shall grant or deny approval of a proposed Transfer within thirty (30) days of receipt by the City of the Developer's request for approval of a Transfer, which request shall include evidence of the proposed transferee's business expertise and financial capacity. Failure by the City to approve or disapprove the proposed Transfer within thirty (30) days after receipt of the Developer's written request shall be deemed to be approval of the proposed Transfer by the City.
Effectuation of Certain Permitted Transfers. A Transfer to a limited liability company whose members are the Xxxxx Xxxxx Group of Northern California, LLC, and a capital partner to be identified by Developer, and whose managing member is an affiliate of the Xxxxx Xxxxx Group of Northern California, LLC (the "Approved Transfer LLC") (or among members of an Approved LLC under the terms of the operating agreement) will be approved by the City, provided that the Approved Transfer LLC provides documentation reasonably acceptable to the City demonstrating that it is a Qualified Transferee. No Transfer of this Agreement permitted under this Section will be effective unless, at the time of the Transfer, the Approved Transfer LLC enters into and records an assignment and assumption agreement in a form reasonably approved by the City pursuant to which the Approved Transfer LLC assumes all of the obligations of the Developer under this Agreement.
Effectuation of Certain Permitted Transfers. (a) All Transfers of this Agreement permitted pursuant to Section 6.4 and Section 6.5 shall be effective if at the time of the Transfer, the person or entity to which such Transfer is made, by an instrument in writing prepared by the City and in form recordable among the land records, expressly assumes the obligations of Developer under this Agreement and the Dealership Operating Covenant and agrees to be subject to the conditions and restrictions to which Developer is subject arising during this Agreement, to the fullest extent that such obligations are applicable to the particular portion of or interest in the Development conveyed in such Transfer. Anything to the contrary notwithstanding, the holder of a Security Financing Interest whose interest shall have been acquired by, through or under a Security Financing Interest or shall have been derived immediately from any holder thereof shall not be required to give to City such written assumption until such holder or other person is in possession of the Dealership Development Parcel or the Swap Parcel or entitled to possession thereof pursuant to enforcement of the Security Financing Interest.
(b) In the absence of specific written agreement by the City, no such Transfer, assignment or approval by the City shall be deemed to relieve Developer or any other party from any obligations under this Agreement.
