Assignments by Developer Clause Samples

Assignments by Developer. The rights, duties and obligations hereunder of the Developer may not be assigned, in whole or in part, to another entity, without the prior approval of the City's governing body, which approval may be granted or withheld in its sole discretion based upon the governing body's findings about whether or not the proposed assignee shall have the commercially reasonable qualifications, experience and financial responsibility which are necessary and adequate to fulfill the obligations of the Developer with respect to the portion of the District and/or this Agreement being transferred. The City hereby understands and agrees that any approval of the City's governing body pursuant to the prior sentence shall release Developer from the obligations set forth in this Agreement. Any proposed assignee shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer under this Agreement and agree to be subject to all the conditions and restrictions to which the Developer is subject (or, in the event the transfer is of or relates to a portion of the TDD Project, such obligations, conditions and restrictions to the extent that they relate to such portion). The Developer agrees, at Developer’s cost, to promptly record all assignments in the office of the Department of Records and Tax Administration of ▇▇▇▇▇▇▇ County, Kansas, in a timely manner following the execution of such agreements. The City shall provide written notice to the Secretary of any assignment approved by the City under this section.

Assignments by Developer. (a) Prior to Final Completion of each Phase of the Project, Developer may not assign Developer's rights, duties, or obligations under this Agreement, in whole or in part, to another person or entity, without the prior approval of City, which approval may be granted or withheld in City's sole discretion. After Final Completion of each Phase of the Project, Developer may not assign Developer's rights, duties, or obligations under this Agreement, in whole or in part, to another person or entity, without the prior approval of City; provided, that City's approval shall not be unreasonably withheld, conditioned, or delayed, so long as the proposed assignee shall have qualifications, experience, and financial responsibility, as reasonably determined by City, necessary and adequate to fulfill the obligations of Developer with respect to the Project and this Agreement. (b) Notwithstanding the foregoing, Developer may, without City's consent, assign Developer's rights, duties, or obligations under this Agreement, in whole or in part, to (i) any entity owned or controlled by a Van Tuyl Party (each, a "Van Tuyl Entity"), (ii) any subsidiary or other entity owned at least 51%, directly or indirectly, by Developer or a Van Tuyl Entity, or (iii) any person, firm, corporation or other entity who is the purchaser of all or substantially all of the assets of Developer or is the successor to substantially all the assets and business of Developer by virtue of a corporate merger or consolidation of, with or into Developer; provided, that in any of the foregoing cases, (ix) the assignee has a net worth equal to or greater than the then-current Developer, or (x) Developer, or the assignee provides a guaranty of Agreement from Developer, a Van Tuyl Entity, or another guarantor reasonably acceptable to City. For purposes of this Agreement, a "Van Tuyl Party" means: (a) ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇; (b) any spouse, sibling, or descendant of ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇; (c) any trust or family partnership established primarily for the benefit of one or more of the Persons described in subparagraphs (a) and/or (b) above; (d) the estate of any of the Persons described in subparagraphs (a) and/or (b) above; and/or (e) any corporation, partnership, limited liability company, joint venture, or any other entity that is controlled by any of the foregoing Persons. "Person" or "person" - means any individual, company, trust or other legal entity of any kind whatsoever, or other organization, whether or not a leg...

Assignments by Developer. The rights, duties and obligations hereunder of Developer may not be assigned, in whole or in part, to another entity, without the prior approval of the City's governing body, which approval may be granted or withheld in its sole discretion. Any proposed assignee shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of Developer under this Agreement and agree to be subject to all the conditions and restrictions to which Developer is subject (or, in the event the transfer is of or relates to only a portion of the Project, then such obligations, conditions and restrictions to the extent that they relate to such portion). Developer (and any guarantor of Developer) shall not be relieved from any obligations set forth herein unless and until the City specifically agrees to release Developer (and/or any guarantor of Developer). ▇▇▇▇▇▇▇▇▇ agrees, at ▇▇▇▇▇▇▇▇▇’s cost, to promptly record all assignments in the office of the Department of Records and Tax Administration of ▇▇▇▇▇▇▇ County, Kansas, in a timely manner following the execution of such agreements.

Assignments by Developer. (a) We have entered into this Agreement in reliance upon and in consideration of the singular personal skills, character, aptitude, business ability, financial capacity and qualifications of Developer and the trust and confidence reposed in Developer or, in the case of a business entity Developer, its owners (individually, an “Owner”). Therefore, neither Developer’s interest in this Agreement nor any of its rights or privileges hereunder shall be assigned or transferred, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise, in any manner, without our prior written approval, provided that transfers to immediate family members that are motivated solely by good-faith estate planning purposes shall be approved by us (notwithstanding Section 11(b)(5) below), and provided that in no case shall our approval to a transfer be unreasonably withheld. If we permit any transfer, and if are involved in training the transferee, then you or the transferee shall first pay the then-current transfer fee, training fee and the transferee shall be responsible to pay all travel, food and lodging required to attend the training.

Assignments by Developer. (a) Prior to Final Completion of Phase 1 of the Project, Developer may not assign Developer's rights, duties, or obligations under this Agreement, in whole or in part, to another person or entity, without the prior approval of City, which approval may be granted or withheld in City's sole discretion; provided, however, City acknowledges and agrees that Developer may assign some or all of its duties and obligations under this Agreement to ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇ & Company L.C., Developer's developer. After Final Completion of each Phase of the Project during the Term of the Agreement, Developer may not assign Developer's rights, duties, or obligations under this Agreement, in whole or in part, to another person or entity, without the prior approval of City; provided, that City's approval shall not be unreasonably withheld, conditioned, or delayed, so long as the proposed assignee shall have qualifications, experience, and financial responsibility, as reasonably determined by City, necessary and adequate to fulfill the obligations of Developer with respect to the Project and this Agreement; provided, further, that the Developer is permitted to transfer to affiliates without the City's prior approval. (b) Any permitted assignee must, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of City, assume all of the obligations of Developer under this Agreement and agree to be subject to all the conditions and restrictions to which Developer is subject. In the event of a permitted transfer or assignment of this Agreement, whether by virtue of City approval or otherwise, then Developer shall be relieved from all obligations set forth herein.

Assignments by Developer. The Project Site and the rights, duties and obligations hereunder of the Developer may not be conveyed or assigned, in whole or in part, to another entity, without the prior approval of the City's governing body, which approval may not be unreasonably withheld, following verification by the City Attorney that the assignment complies with the terms of this Agreement. Any proposed assignee shall have qualifications and financial responsibility, as reasonably determined by the City, necessary and adequate to fulfill the obligations of the Developer with respect to the portion of the Project and/or this Agreement being transferred. Any proposed assignee shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer under this Agreement and agree to be subject to all the conditions and restrictions to which the Developer is subject (or, in the event the transfer is of or relates to a portion of the Project, such obligations, conditions and restrictions to the extent that they relate to such portion). The Developer shall not be relieved from any obligations set forth herein unless and until the City specifically agrees to release the Developer. The Developer agrees, at Developer’s cost, to promptly record all assignments in the office of the Department of Records and Tax of ▇▇▇▇▇▇▇ County, Kansas, in a timely manner following the execution of such agreements.