Permitted Transfer of this Agreement Sample Clauses

Permitted Transfer of this Agreement. Developer shall have the right to assign or transfer all or any portion of its interest, rights or obligations under this Agreement to a Transferee (as defined in the DDA) or a Vertical Developer in accordance with the terms and conditions governing Transfer set forth in the DDA. Upon the effective date of any Transfer permitted under the DDA, the Transferee shall be deemed a Party to this Agreement as to the Transferred Property. Any Vertical DDA, LDDA, Ground Lease or other agreement that Transfers an interest in the Project Site shall require the Transferee to enter into a binding Development Agreement assignment and assumption agreement (“Development Agreement Assignment and Assumption”) acknowledging the Transferee’s rights and obligations hereunder. Developer shall remain liable for all obligations and requirements under this Agreement after the effective date of the Transfer as to the Transferred Property only to the same extent that Developer retains liability under the terms of the DDA and as set forth in the Development Agreement Assignment and Assumption required under this Section 9.1. Notwithstanding anything to the contrary contained in this Agreement, a Default under this Agreement or any Vertical DDA, LDDA or Ground Lease, as applicable, by any Transferee or Vertical Developer (collectively, a “Transferee Default”) shall not constitute a Default by Developer with respect to any other portion of the Project Site and such Transferee Default shall not entitle City to Terminate or modify this Agreement with respect to such other portion of the Project Site. The City is entitled to enforce each and every such obligation assumed by the Transferee directly against the Transferee as if the Transferee were an original signatory to this Agreement with respect to such obligation. Accordingly, in any action by the City against a Transferee to enforce an obligation assumed by the Transferee, the Transferee shall not assert any defense against the City’s enforcement of performance of such obligation that is attributable to Developer’s breach of any duty or obligation to the Transferee arising out of the transfer or assignment, the Assignment and Assumption Agreement, the purchase and sale agreement, or any other agreement or transaction between the Developer and the Transferee.
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Permitted Transfer of this Agreement. At any time, Developer shall have the right to convey, assign or transfer all or any part of its right, title and interest in and to all or part of the Project Site (a "Transfer") without the City's consent, provided that it also transfers to such party (the "Transferee") all of its interest, rights or obligations under this Agreement with respect to such portions of the Project Site (the "Transferred Property"). Developer shall not, by Transfer, separate a portion of the Project Site from the Community Benefits tied to that portion of the Project Site, as described in this Agreement, without the prior written consent of the Planning Director. If Developer Transfers one or more parcels such that there are separate fee owners within the Project Site, the obligation to perform and complete the applicable Community Benefits and other improvements associated with a Building; shall be the sole responsibility of the applicable Transferee (i.e., the person or entity that owns the legal parcel on which the Building is located). Notwithstanding the foregoing (i) off-site improvements associated with the Xxxxxxxx Building may be retained by Developer, and (ii) any ongoing obligations (such as open space operation and maintenance) may be transferred to a residential, commercial or Project Site-wide management association ("CMA"), provided such CMA reflects commercially reasonable requirements and standards generally applicable to similar developments and has the financial capacity and ability to perform the obligations so transferred.
Sample 1
Permitted Transfer of this Agreement. 11.1.1 At any time, Developer shall have the right to transfer the entirety of its right, title, and interest in and to the Project Site together with all rights and obligations of this Agreement without the City’s consent. Developer shall also have the right, at any time, without the City’s consent, to sell developable lots or parcels within the Project Site for vertical development not requiring the construction of Community Improvements but requiring the construction of Code-required Public Improvements such as adjoining streetscape improvements required by a Street Improvement Permit. Developer shall provide to the City written notice of such transfers no later than thirty (30) days after the close of such transfer. No transfer under this Section shall terminate or modify the rights or obligations under this Agreement including but not limited to the BMR Requirement. 11.1.2 From and after the recordation of a final subdivision map for all real property within an Approved Development Phase and Developer’s Completion of the Community Improvements in that Approved Development Phase, Developer shall have the right to assign or transfer all or any portion of its interest, rights or obligations under this Agreement (a “Transfer”) with respect to that Development Phase to a third party (the “Transferee”) acquiring a fee or long-term ground lease interest in all or a portion of the real property within that Development Phase (the “Transferred Property”). Before recordation of a final subdivision map and Developer’s Completion of the Community Improvements within a Development Phase, Developer shall have the right to Transfer (in accordance with applicable laws, including State and local subdivision codes) all or any portion of its interest, rights or obligation under this Agreement, together with the applicable real property, to a Transferee provided Developer remains responsible for completing any and all Community Improvements required to be constructed in such Development Phase as set forth in the applicable Development Phase Approval. 11.1.3 Developer shall also have the right, at any time, to transfer a portion of its right, title and interest in and to the Project Site, as well as the rights and obligations to construct Community Improvements required to be constructed in that Development Phase or Sub Phase as the case may be (as set forth in the applicable Development Phase Approval) subject to the prior written consent of the Planning Director, which c...
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Permitted Transfer of this Agreement. At any time, CPMC shall have the right to convey, assign or transfer all or any part of its right, title, and interest in and to the Project Sites without the City's consent, provided that it also transfers any applicable portion of its interest, rights or obligations under this Agreement (a "Transfer") with respect to such portion of the Project Sites to a third party (the "Transferee") acquiring an interest in that portion of the Project Sites (the "Transferred Property"). For purposes of the foregoing, all of the Public Benefits will apply to, connect and run with the land that is the Cathedral Hill Hospital Site, except for (i) the St. Luke’s Operating Commitment and the St. Luke's MOB Commitment, the St. Luke's Health Care Center, the St. Luke's Center of Excellence in Community Health and the St. Luke's Center of Excellence in Senior Health, all as described in this Agreement (including Exhibit F), which apply to, connect and run with the land that is the St. Luke’s Campus, (ii) CPMC's obligations in the Workforce Agreement, which apply to, connect and run with the land describedon which the applicable Workforce Project (as defined in Exhibit E) is to be constructed, and (iii) the fees and commitments in the Transportation ProgramSTLD Improvements, which apply to, connect and run with the land that is the St. Luke's Campus and the Davies Campus, respectively, as described in Exhibit KH. Accordingly, if CPMC conveys or transfers some but not all of the Project Site such that there are separate owners of one or more of the Project Sites, the obligation to perform and complete the Public Benefits shall be separated in the manner set forth above and described in the applicable Assignment and Assumption Agreement. The obligation to undertake the Community Visioning Plans referenced in Section 4.4 shall be the responsibility of the owner of each applicable campus.
Sample 1
Permitted Transfer of this Agreement. Developer shall have the right to assign or transfer all or any portion of its interest, rights or obligations under this Agreement to a Transferee in accordance with the terms and conditions governing Transfer set forth in the DDA. Upon the effective date of any Transfer permitted under the DDA, the Transferee shall be deemed a Party to this Agreement as to the Transferred Property. Any Vertical DDA, LDDA or Ground Lease that Transfers an interest in the Project Site shall require the Transferee to enter into a binding Assignment and Assumption Agreement acknowledging the Transferee’s obligations hereunder. Developer shall remain liable for all obligations and requirements under this Agreement after the effective date of the Transfer as to the Transferred Property only to the same extent that Developer retains liability under the terms of the DDA and as set forth in the Assignment and Assumption Agreement required under this Section 9.1. Notwithstanding anything to the contrary contained in this Agreement, a Default under this Agreement or any Vertical DDA, LDDA or Ground Lease, as applicable, by any Transferee (a “Transferee Default”) shall not constitute a Default by Developer with respect to any other portion of the Project Site and such Transferee Default shall not entitle City to Terminate or modify this Agreement with respect to such other portion of the Project Site. The City is entitled to enforce each and every such obligation assumed by the Transferee directly against the Transferee as if the Transferee were an original signatory to this Agreement with respect to such obligation.
Sample 1
Permitted Transfer of this Agreement. At any time, Developer shall have the right to convey, assign or transfer all of its right, title and interest in and to all of the Project Site (a “Transfer”) in the entire Project Site or in single individual units without the City’s consent, provided that it also transfers to such party (the “Transferee”) all of its interest, rights or obligations under this Agreement with respect to the Project Site together with any Community Benefits (the “Transferred Property”). Notwithstanding anything to the contrary in this Agreement, any ongoing obligations that continue after the certificate of occupancy is issued for the Building (such as open space operation and maintenance) may be transferred to a residential, commercial or other management association (“CMA”) on commercially reasonable terms so long as the CMA has the financial capacity and ability to perform the obligations so transferred.
Sample 1
Permitted Transfer of this Agreement. At any time, CPMC shall have the right to convey, assign or transfer all or any part of its right, title, and interest in and to the Project Sites without the City's consent, provided that it also transfers any applicable portion of its interest, rights or obligations under this Agreement (a "Transfer") with respect to such portion of the Project Sites to a third party (the "Transferee") acquiring an interest in that portion of the Project Sites (the "Transferred Property"). For purposes of the foregoing, all of the Public Benefits will apply to, connect and run with the land that is the Cathedral Hill Hospital Site, except for (i) the St. Luke’s Operating Commitment and the St. Luke's MOB Commitment, the St. Luke's Health Care Center, the St. Luke's Center of Excellence in Community Health and the St. Luke's Center of Excellence in Senior Health, all as described in this Agreement (including Exhibit F), which apply to, connect and run with the land that is the St. Luke’s Campus, (ii) CPMC's obligations in the Workforce Agreement, which apply to, connect and run with the land described in Exhibit E, and (iii) the fees and commitments in the Transportation Program, which apply to, connect and run with the land described in Exhibit K. Accordingly, if CPMC conveys or transfers some but not all of the Project Site such that there are separate owners of one or more of the Project Sites, the obligation to perform and complete the Public Benefits shall be separated in the manner set forth above and described in the applicable Assignment and Assumption Agreement. The obligation to undertake the Community Visioning Plans referenced in Section 4.4 shall be the responsibility of the owner of each applicable campus.
Sample 1
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Permitted Transfer of this Agreement. At any time, SFCM shall have the right to convey, assign or transfer all of its right, title and interest in and to all or part of the Project Site or a Building Parcel (a "Transfer") without the City's consent, provided that it also transfers to such party (the "Transferee") all of its interest, rights or obligations under this Agreement with respect to such portion of the Project Site together with any portion required to complete the Public Benefits for such portion (the "Transferred Property"). Notwithstanding anything to the contrary in this Agreement, if SFCM Transfers a Building Parcel, then the obligations to perform and complete the Public Benefits as to that Building Parcel shall be the sole responsibility of the applicable Transferee (i.e., the person or entity that is the Transferee of the applicable Building Parcel); provided, however, that any ongoing obligations (such as open space operation and maintenance) may be transferred to a residential, commercial or other management association ("CMA") on commercially reasonable terms so long as the CMA has the financial capacity and ability to perform the obligations so transferred.
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Related to Permitted Transfer of this Agreement

  • Registration of this Agreement 8.1 The Parties agree this Agreement is to be registered by the Registrar-General as provided for in section 7.6 of the Act. 8.2 The Developers warrant that they have done everything necessary to enable this Agreement to be registered under section 7.6 of the Act. 8.3 Without limiting clause 8.2, the Developers warrant that they have obtained the express written consent to the registration of this Agreement under section 7.6 of the Act from: (a) If this Agreement relates to land under the Real Property Act 1900, each person who has an estate or interest in the Land registered under that Act; or (b) If this Agreement relates to land not under the Real Property Act 1900, each person who is seized or in possessed of an estate or interest in the Land. 8.4 Within 14 days of entering into this Agreement and prior to the issue of any Construction Certificate that relates to any building work, other than demolition, excavation, piling, shoring and ancillary work for construction purposes including site hoardings and temporary site sheds that relates to works contained in DA-152/2021/B, the Developers will at their cost arrange and effect registration of this Agreement under s7.6 upon the title to the Land and as soon as possible will: (a) deliver to the Council the Registration Application in registrable form noting the Council as applicant and executed by the o wner of the Land and any other person the subject of the warranty in clause 8.3; (b) provide the Council with a cheque in favour of NSW Land Registry Services, for the registration fees for registration of this Agreement; (c) provide the Council with a cheque in favour of the Council for its reasonable costs, expenses and fees incurred or to be incurred in connection with the preparation of this Agreement and any documents, form or instrument created or to be created in accordance with the provisions of this Agreement; and (d) take any other necessary action so as to ensure this Agreement is registered on the title to the Land prior to the issue of any Construction Certificate that relates to any building work, other than demolition, excavation, piling, shoring and ancillary work for construction purposes including site hoardings and temporary site sheds that relates to works contained in DA-152/2021/B. 8.5 Upon compliance with clause 8.4 by the Developers, the Council will promptly lodge the Registration Application with the Registrar General. 8.6 The Parties will co-operate with each other to ensure that the Agreement is registered by the Registrar General. 8.7 Upon payment of the Development Contribution, the Developers may request the removal of the dealing created by registration of the Agreement from the title to the Land. The Council will not withhold its consent to such removal, provided the Developers pay all reasonable costs, expenses and fees of the Council relating to such removal. 8.8 Should payment of the Development Contribution occur upon the date of this Agreement and prior to issue of a Construction Certificate that relates to any building work, other than demolition, excavation, piling, shoring and ancillary work for construction purposes including site hoardings and temporary site sheds that relates to works contained in DA-152/2021/B, then there will be no obligation to register this Agreement in accordance with this clause nor provide the Bank Guarantee in accordance with clause 9.1. 8.9 Upon registration of this Agreement by the Registrar General, this Agreement is binding on, and is enforceable against the owner of the Land from time to time as if each owner for the time being had entered into this Agreement.

  • Termination of this Agreement Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

  • Assignment of this Agreement (a) We may assign, transfer, sub-contract or sell our rights, benefits or obligations under this Agreement at any time to any of our Affiliates or to an unaffiliated third party and you consent to this without us having to notify you. (b) If we do so, or intend to do so, we may give information about you and the Account, including confidential information about you, the Account or this Agreement, to the relevant third party or Affiliate. (c) You may not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause shall be void.

  • Confidentiality of this Agreement Participant agrees to keep confidential the terms of this Agreement, unless and until such terms have been disclosed publicly other than through a breach by Participant of this covenant. This provision does not prohibit Participant from providing this information on a confidential and privileged basis to Participant’s attorneys or accountants for purposes of obtaining legal or tax advice or as otherwise required by law.

  • Duration of this Agreement The Term of this Agreement shall be as specified in Schedule A hereto.

  • Authorization of this Agreement This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

  • Effectiveness of this Agreement This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

  • Execution of this Agreement In lieu of an original signature to this agreement, Landlord will accept a valid and legitimate electronic and/or facsimile signature of the Resident. In so doing, Resident hereby acknowledges his or her endorsement and acceptance of this agreement, and he or she waives any challenge to validity of this agreement based on Resident’s endorsement by electronic and/or facsimile signature. THE RESIDENT HEREBY EXPRESSLY AGREES TO THE USE OF ELECTRONIC SIGNATURES FOR THIS LEASE.

  • SCOPE OF THIS AGREEMENT 2.1. This Agreement, including Parts A through L, Tables One and Two and exhibits, specifies the rights and obligations of each Party with respect to the establishment, purchase, and sale of Local Interconnection, Collocation, resale of Telecommunications Services and Unbundled Network Elements. Certain terms used in this Agreement shall have the meanings defined in PART A – DEFINITIONS, or as otherwise elsewhere defined throughout this Agreement. Other terms used but not defined in this Agreement will have the meanings ascribed to them in the Act and in the FCC’s and the Commission’s rules, regulations and orders. PART B sets forth the general terms and conditions governing this Agreement. The remaining Parts set forth, among other things, descriptions of the services, pricing, technical and business requirements, and physical and network security requirements.

  • Operation of this Agreement This Agreement shall take effect on and from the date of this Agreement. The parties must execute and enter into this Agreement as soon as possible after the Development Consent is granted and prior to the issue of any Construction Certificate that relates to any building work, other than demolition, excavation, piling, shoring and ancillary work for construction purposes including site hoardings and temporary site sheds that relates to works contained in DA-152/2021/B.

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