Release Upon Transfer. Upon the sale, transfer, exchange or hypothecation of the rights and interests of Developer to the Property, Developer shall be released from its obligations under this Agreement to the extent of such sale, transfer or exchange with respect to the Property if : (a) Developer has provided written notice of such transfer to City; and (b) the Property Transferee executes and delivers to City a written agreement in which the Property Transferee expressly and unconditionally assumes all of the obligations of Developer under this Agreement with respect to the Property in the form of Exhibit “I” attached hereto (the “Assumption Agreement”). Upon such transfer of the Property and the express assumption of Developer’s obligations under this Agreement by the transferee, the City agrees to look solely to the transferee for compliance with the provisions of this Agreement. Any such transferee shall be entitled to the benefits of this Agreement as “Developer” hereunder and shall be subject to the obligations of this Agreement. Failure to deliver a written Assumption Agreement hereunder shall not affect the transfer of the benefits and burdens as provided in Section 13.1, provided that the transferor shall not be released from its obligations hereunder unless and until the executed Assumption Agreement is delivered to the City.
Release Upon Transfer. Effective upon any such sale, mortgage, hypothecation, assignment or transfer, the obligations of Owner shall become several and not joint. If any assignee or transferee breaches this Agreement, such breach shall not affect the non-breaching Owners' rights and benefits inuring to all non-breaching Owners. City shall continue to perform its obligations created in this Agreement, with respect to all non-breaching Owners. Upon the sale, transfer, or assignment of Owner's rights and interests under this Agreement as permitted pursuant to Section 11.4.1 of this Agreement, Owner shall be released from its obligations under this Agreement with respect to the Property, or portion thereof so transferred, provided that (a) Owner is not then in default under this Agreement, (b) Owner has provided to City the notice of such transfer specified in Section 11.4.1 of this Agreement, and (c) the transferee executes and delivers to City a written agreement in which (i) the name and address of the transferee is set forth and (ii) the transferee expressly and unconditionally assumes all the obligations of Owner under this Agreement and the existing Development Approvals with respect to the Property, or portion thereof, so transferred. Non-compliance by any such transferee with the terms and conditions of this Agreement shall not be deemed a default hereunder or grounds for termination hereof or constitute cause for City to initiate enforcement action against the other Party or persons then owning or holding interest in the Property or any portion thereof and not themselves in default hereunder. The provisions of this Section shall be self-executing and shall not require the execution or recordation of any further document or instrument. Any and all successors, assigns and transferees of Owner shall have all of the same rights, benefits and obligations of Owner as used in this Agreement and the term "Owner" as used in this Agreement shall refer to any such successors, assigns and transferees unless expressly provided herein to the contrary.
Release Upon Transfer. Upon the sale, transfer, exchange or hypothecation of the rights and interests of Developer to the Property or to 711 Colorado, Developer shall be released from its obligations under this Agreement to the extent of such sale, transfer or exchange with respect to the Property and/or 711 Colorado if : (a) Developer has provided written notice of such transfer to City; and (b) the Property Transferee executes and delivers to City a written agreement in which the Property Transferee expressly and unconditionally assumes all of the obligations of Developer under this Agreement with respect to the Property and/or 711 Colorado (if applicable) in the form of Exhibit “L” attached hereto (the “Assumption Agreement”). Upon such transfer of the Property and/or 711 Colorado and the express assumption of Developer’s obligations under this Agreement by the transferee, the City agrees to look solely to the transferee for compliance with the provisions of this Agreement. Any such transferee shall be entitled to the benefits of this Agreement as “Developer” hereunder and shall be subject to the obligations of this Agreement. Failure to deliver a written Assumption Agreement hereunder shall not affect the transfer of the benefits and burdens as provided in Section 13.1, provided that the transferor shall not be released from its obligations hereunder unless and until the executed Assumption Agreement is delivered to the City.
Release Upon Transfer. Upon the transfer, sale, or assignment of Developer's rights and interests hereunder pursuant to the preceding subparagraph of this Agreement, Developer shall be released from the obligations under this Agreement with respect to the Property transferred, sold, or assigned, arising after the date of Board of Supervisors approval of such transfer, sale, or assignment; provided, however, that if any transferee, purchaser, or assignee approved by the Board of Supervisors expressly assumes the obligations of Developer under this Agreement, Developer shall be released with respect to all such assumed obligations. In any event, the transferee, purchaser, or assignee shall be subject to all the provisions of this Agreement and shall provide all necessary documents, certifications, and other necessary information before Board of Supervisors approval.
Release Upon Transfer. Upon the transfer of Developer’s rights and interests under this Development Agreement pursuant to Section 8.1, Developer shall automatically be released from its obligations and liabilities under this Development Agreement with respect to that portion of the Property transferred, and any subsequent default or breach with respect to the transferred rights and/or obligations shall not constitute a default or breach with respect to the retained rights and/or obligations under this Development Agreement, provided that (i) Developer has provided to City written notice of such transfer; and (ii) the transferee executes and delivers to City a written agreement substantially in the form of Exhibit J-1 attached hereto. Upon any transfer of any portion of the Property and the express assumption of Developer’s obligations under this Development Agreement by such transferee, City agrees to look solely to the transferee for compliance by such transferee with the provisions of this Development Agreement as such provisions relate to the portion of the Property acquired by such transferee. A default by any transferee shall only affect that portion of the Property owned by such transferee and shall not cancel or diminish in any way Developer’s rights hereunder with respect to any portion of the Property not owned by such transferee. The transferor and the transferee shall each be solely responsible for the reporting and annual review requirements relating to the portion of the Property owned by such transferor/transferee, and any amendment to this Development Agreement between City and a transferor or a transferee shall only affect the portion of the Property owned by such transferor or transferee. Failure to deliver a written assumption agreement hereunder shall not affect the running of any covenants herein with the land, as provided in Section 8.3 below, nor shall such failure negate, modify or otherwise affect the liability of any transferee pursuant to the provisions of this Development Agreement.
Release Upon Transfer. Upon the transfer, sale, or assignment of all of Developer’s rights, interests, and obligations hereunder pursuant to Paragraph 15.1 of this Agreement, Developer shall be released from the obligations under this Agreement, with respect to the Property transferred, sold, or assigned, arising subsequent to the date of City Manager approval of such transfer, sale, or assignment; provided, however, that if any Transferee approved by the City Manager expressly assumes all of the rights, interests, and obligations of Developer under this Agreement, Developer shall be released with respect to all such rights, interests, and assumed obligations. In any event, the transferee, purchaser, or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications, and other necessary information prior to City Manager approval.
Release Upon Transfer. Upon Transfer, in whole or in part, of Developer's rights and interests under this Agreement under Section 12.1 above, Developer shall be released from all obligations with respect to the Property - Lot or Parcel so Transferred, so long as said Transfer was in compliance with Section 12.1 above and the Transferee assumes all of Developer’s then- remaining obligations.
Release Upon Transfer. Upon the sale, transfer, exchange or hypothecation of the rights and interests of MINI of Santa Xxxxxx to the Property, MINI of Santa Xxxxxx shall be released from its obligations under this Agreement to the extent of such sale, transfer or exchange with respect to the Property if : (a) MINI of Santa Xxxxxx has provided written notice of such transfer to City; and (b) the Property Transferee executes and delivers to City a written agreement in which the Property Transferee expressly and unconditionally assumes all of the obligations of MINI of Santa Xxxxxx under this Agreement with respect to the Property in the form of Exhibit "H" attached hereto (the “Assumption Agreement”). Upon such transfer of the Property and the express assumption of MINI of Santa Monica’s obligations under this Agreement by the transferee, the City agrees to look solely to the transferee for compliance with the provisions of this Agreement. Any such transferee shall be entitled to the benefits of this Agreement as “MINI of Santa Xxxxxx” hereunder and shall be subject to the obligations of this Agreement. Failure to deliver a written Assumption Agreement hereunder shall not affect the transfer of the benefits and burdens as provided in Section 13.1, provided that the transferor shall not be released from its obligations hereunder unless and until the executed Assumption Agreement is delivered to the City.
Release Upon Transfer. Upon the written consent of City to the partial or complete assignment of this Agreement (which consent shall not be unreasonably withheld) and the express written assumption in a form approved by City of such assigned obligations of the Developer Party under this Agreement by the assignee, the Developer Party shall be relieved of its legal duty to perform the assigned obligations set forth in this Agreement, except to the extent the Developer Party is in default hereunder prior to said transfer.
Release Upon Transfer. Upon the sale or transfer of Developer's interest in or to any portion of the Development Agreement Property, except as otherwise provided herein, and in addition to the rights granted to Developer under Section 19 hereof, Developer shall be released from its obligations subsequent to the effective date of the sale or transfer, provided that Developer (i) was not in breach of this Agreement at the time of the sale or transfer, (ii) such sale or transfer is authorized/approved per section 3, and (iii) prior to or concurrently with the sale or transfer, delivers to City a written assumption agreement, duly executed by the purchaser or transferee and notarized by a notary public, whereby the purchaser or transferee expressly assumes the obligations of Developer under this Agreement. In the event of a sale or transfer of a part of the Development Agreement Property prior to Completion, such assumption agreement shall also identify those infrastructure and maintenance obligations associated with the part transferred and those associated with the part not transferred. Such apportionment of infrastructure and maintenance obligations shall be reviewed and approved by the City, and such approval shall be granted upon a reasonable apportionment of infrastructure and maintenance obligations, recognizing Developer flexibility in designing and implementing project components. For an authorized/approved sale or transfer under section 3, failure to provide a written assumption agreement hereunder shall not bind or otherwise impose liability on Developer subsequent to the transfer of its interest in or to any portion of the Development Agreement Property, and shall not negate, modify or otherwise affect the liability of the purchaser or transferee pursuant to this Agreement, who shall step into the obligations of the Developer.
