Common use of Permitted Transfer of this Agreement Clause in Contracts

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.

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 Assignment and Assumption 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”) 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.original

Permitted Transfer of this Agreement. At any time and from time to time, Developer shall have the right to convey, assign or transfer (each, a “Transfer”) all or any portion of its interestright, title and interest in and to all or part of the Project Site (the “Transferred Property”) to any Person (each, a “Transferee”) without the City’s consent, provided (i) that it contemporaneously transfers to the Transferee all of its right, title and interest under this Agreement with respect to the Transferred Property (excepting therefrom any rights or obligations under this Agreement to a Transferee (retained by the transferor as defined in the DDA) or a Vertical Developer in accordance with the terms and conditions governing Transfer set forth in the DDAAssignment and Assumption Agreement (e.g., matters that may be assigned to the Management Association, as contemplated below)) and (ii) there shall not be more than one Person that is Developer of the Public Improvements in a Development Phase without the approval of the City (excluding the Transferable Infrastructure intended for completion with Vertical Improvements). Upon Nothing herein or in any Approval shall limit the effective date rights of Developer to transfer to the Transferee any Transfer permitted or all of its right, title and interest under the DDA, Approvals to the Transferee shall be deemed a Party to this Agreement as extent related to the Transferred Property. Any Vertical DDAFurthermore, LDDAany rights or obligations of Developer hereunder following Completion of the Project or any portion thereof (such as responsibility for operation and maintenance of any Parks and Open Space, Ground Lease responsibility for transportation demand management obligations, etc.) may be Transferred to a residential, commercial, or other agreement that Transfers an interest in management association (each, a “Management Association”) with the Project Site authority to levy fees or otherwise generate sufficient revenue to perform such obligations, and no such Transfer shall require the transfer of land or any other real property interests to the Management Association. The City may require, in its reasonable discretion, that any sub-Management Association be a member of the master- Management Association, to the extent permitted by the Applicable Standards. A Transferee to enter into a binding Development Agreement assignment and assumption agreement (shall be deemed “Development Agreement Assignment and Assumption”) acknowledging the Transferee’s rights and obligations hereunder. Developer shall remain liable for all obligations and requirements Developer” under this Agreement after to the effective date extent of the Transfer as rights, interests and obligations assigned to and assumed by such Transferee under the applicable Assignment and Assumption‌ Agreement. Notwithstanding the foregoing, pursuant to the Transferred Property Housing Plan, Developer only shall have the right to transfer the affordable housing obligations under Section VII of the Affordable Housing Plan subject to the same extent that Developer retains liability under the terms prior written consent of the DDA City, which consent will not be unreasonably withheld, conditioned or delayed. In determining the reasonableness of any consent or failure to consent, the City shall consider whether the proposed transferee has sufficient development experience and as set forth in creditworthiness to perform the Development Agreement Assignment and Assumption required under this Section 9.1. Notwithstanding anything obligations 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 obligationbe transferred. Accordingly, in any action by the City against a Transferee may request information and documentation from the transferee to enforce an obligation assumed by the Transferee, the Transferee shall not assert any defense against the City’s enforcement of performance of complete 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 Transfereedetermination.