Assignment to Duncan Park Sample Clauses

Assignment to Duncan Park. (a) Camp McMan hereby consents to the grant of the Secondary Option by Sphere to Duncan Park pursuant to this Agreement and Camp McMan hereby acknowledges and agrees that Duncan Park may assume Sphere’s rights and certain of its obligations under the Primary Option and this Agreement in the event that Sphere fails or is unable to meet its obligations under the Primary Option (an “Event of Default”). If an Event of Default occurs, which shall be determined by Camp McMan, in its sole discretion, Camp McMan shall provide Duncan Park with written notice (“Notice of Default”) of such failure or inability within 30 days of Camp McMan first becoming aware of the Event of Default. Within 30 days of the date that it receives the Notice of Default and subject to the Secondary Option being in good standing and all Payment and Expenditure Obligations (as defined in Section 3.1) then due to Camp McMan having been made by Duncan Park, Duncan Park, if it so elects, shall provide Camp McMan with written notice (“Notice of Assumption”) that it is exercising its right to assume Sphere’s rights and certain of its obligations under the Primary Option and this Agreement. Duncan Park shall then have 30 days from the date of the Notice of Assumption (the “Payment Period”) to issue Duncan Park Shares in lieu of any Sphere Shares (in accordance with Section 2.13(c)) then due to Camp McMan. In the event that Duncan Park does not issue Duncan Park Shares to Camp McMan then due by the end of the Payment Period (or such later date as Duncan Park and Camp McMan may agree), Camp McMan then (and only then) may elect to cancel the Primary Option and, if Camp McMan so elects, Sphere shall transfer title to the Property back to Camp McMan, within 30 days of the date of such cancellation, free and clear of all liens, Encumbrances or charges arising from Sphere’s operations and in a safe and orderly condition; and (ii) ensure that all applicable taxes on the Property are paid and/or applied up to the end of the year during which this Agreement is terminated.
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