Liability Upon Assignment. Each Transferee of any portion of the Property shall be solely and only liable for performance of such Transferee’s obligations applicable to its portion of the Property under this Agreement as specified in the applicable Assignment Agreement. Upon the assignment or transfer of any portion of the Property together with any obligations assignable under this Agreement, the Transferee shall become solely and only liable for the performance of those assigned or transferred obligations so assumed and shall have the rights of a “Developer” under this Agreement; which such rights and obligations shall be set forth specifically in the Assignment Agreement, executed by the transferring Developer, and the Transferee, as of the date of such transfer, assignment or conveyance of the applicable portion of the Property. The failure of a Transferee of any portion of the Property to perform such Developer’s obligations set forth in the applicable Assignment Agreement may result, at the City’s option, in a declaration that this Agreement has been breached and the City may, but shall not be obligated to, exercise its rights and remedies under this Agreement solely as it relates to the defaulting Transferee’s portion of the Property as provided for in Section 5.1 hereof, subject to such defaulting Transferee’s right to notice and opportunity to cure the default in accordance with provisions of Section 5.1 hereof. Any partial termination of this Agreement as it relates to that Transferee’s holding is severable from the entire Agreement, and shall not affect the remaining entirety of the Agreement.
Liability Upon Assignment. 20 7.7.3 Release of Property Owner................................... 20 7.7.4 Release of Property Transferee............................ 20 7.8 Covenants........................................................................ 20 7.9 Cooperation and Implementation.................................... 20 7.9.1 Processing............................ 21 7.9.2 Other Governmental Permits 21 7.9.3 Cooperation in the Event of Legal Challenge 21 7.9.4 Relationship of the Parties............................. 21 7.9.5 Operating Memoranda.................................. 21 7.9.6 Certificate of Performance ........................... 22 7.10 Indemnification ........................................................................ 22 7.10.1 Obligation to Defend, Indemnify, and Hold Harmless 22 7.10.2 Defending The Project Approvals............................... 22 7.10.3 Breach of Obligations.................................................. 23 7.10.4 Cooperation................................................................. 23 7.10.5 Contractual Obligation................................................ 23 7.10.6 Waiver of Right to Challenge...................................... 23 7.10.7 Survival............................................. 23 7.10.8 Preparation of Administrative Record 24 7.10.9 Deposit............................................... 24 7.11 Notices ............................................................ 24 7.12 Recordation ..................................................... 25 7.13 Constructive Notice and Acceptance.............. 25 7.14 Successors and Assignees ............................... 25 7.15 Severability ..................................................... 25 7.16 Time of the Essence........................................ 25 7.17 Waiver............................................................. 26 7.18 No Third Party Beneficiaries................................................................... 26 7.19 Entire Agreement..................................................................................... 26 7.20 Legal Advice; Neutral Interpretation; Headings, Table of Contents, and Index ........................................................................................................ 26 7.21 Duplicate Originals 25 DEVELOPMENT AGREEMENT This Development Agreement (“Agreement”) is executed this day of , 201_ by and between the CITY OF LOS ANGELES, a municipal corporation (“City”), and XXXXXXX XXXXXX MANAGEMENT, LLC, a De...
Liability Upon Assignment. Unless otherwise stated elsewhere in this Agreement to the contrary, each Transferee of any portion of the Property shall be solely and only liable for performance of such Transferee’s obligations applicable to its portion of the Property under this Agreement as specified in the applicable Assignment Agreement. Upon the assignment or transfer of any portion of the Property, the Transferee shall become solely and only liable for the performance of those assigned or transferred obligations and shall have the rights of a “Developer” under this Agreement; which such rights and obligations shall be set forth specifically in the Assignment Agreement, acknowledged by the transferring Developer, and the Transferee, as of the date of such transfer, assignment or conveyance of the applicable portion of the Property. The failure of any Transferee to perform the obligations assigned to it may result, at the City’s option, in a declaration that this Agreement has been breached with regards to that specific Transferee, and an election to terminate this Agreement as provided for in Section 5.1 hereof, as it relates to that Transferee’s holding only and no other portion of the Property. This partial termination is severable from the entire Agreement, and shall not affect the remaining entirety of the Agreement.
Liability Upon Assignment. 17 7.7.3 Release of Property Owner.................................... 18 7.7.4 Release of Property Transferee............................. 18 7.8 Covenants.............................................................................. 18 7.9 Cooperation and Implementation................................. 18 7.9.1 Processing.......................................................... 18 7.9.2 Other Governmental Permits.......................... 18 7.9.3 Cooperation in the Event of Legal Challenge 19 7.9.4 Relationship of the Parties.............................. 19 t abl e of co nt ent s co nt inued Page
Liability Upon Assignment. 22 6.10 Covenants 23
Liability Upon Assignment. Whether or not an Assignee of an Economic Interest becomes a Member, the assignor is not released from any liability or obligation under this Agreement or under the LLC Law arising prior to the effective date of the assignment, except upon the granting of a specific or general release by the Company.
