Release Upon Transfer Sample Clauses

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 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) Developer‟s Transferee executes and delivers to City a written agreement in which Developer‟s Transferee expressly and unconditionally assumes all of the obligations of Developer under this Agreement with respect to Developer‟s Property interest in the form of Exhibit "K" attached hereto (the “Assumption Agreement”). Upon such transfer of Developer‟s Property interest and the express assumption of Developer‟s obligations under this Agreement by Developer‟s Transferee, the City agrees to look solely to Developer‟s Transferee for compliance with the provisions of this Agreement. Any such Developer‟s 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

Release Upon Transfer. It is understood and agreed by the parties that the Property may be subdivided following the Development Agreement Date. One or more of such subdivided parcels may be sold, mortgaged, hypothecated, assigned or transferred to persons for development by them in accordance with the provisions of this Development Agreement. Effective upon such sale, mortgage, hypothecation, assignment or transfer, the obligations of OWNER shall become several and not joint, except as to OWNER’s obligations set forth in Section 9 of this Development Agreement. Upon the sale, transfer, or assignment of OWNER's rights and interests under this Development Agreement as permitted pursuant to the Section 28.1 above, OWNER shall be released from its obligations under this Development Agreement with respect to the Property, or portion thereof so transferred, provided that (a) OWNER is not then in default under this Development Agreement, (b) OWNER has provided to CITY the notice of such transfer specified in Section 28.1 above, (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 Development Agreement and the Development Approvals with respect to the property, or portion thereof, so transferred and (d) the transferee provides CITY with security equivalent to any security provided by OWNER to secure performance of its obligations under this Development Agreement or the Development Approvals. Non-compliance by any such transferee with the terms and conditions of this Development Agreement shall not be deemed a default hereunder or grounds for termination hereof or constitute cause for CITY to initiate enforcement action against other persons then owning or holding interest in the Property or any portion thereof and not themselves in default hereunder. Upon completion of any phase of development of the Project as determined by CITY, CITY may release that completed phase from any further obligations under this Development Agreement. 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 Development Agreement and the term "OWNER" as used in this Development Agreement shall refer to a...

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 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. Except as otherwise provided in Section 6.2 and Section 6.4 upon the Transfer of Developer’s rights and interests under this Agreement pursuant to this Article 11, Developer shall automatically be released from its obligations and liabilities under this 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 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 in accordance with Section 11.1 above. Except as otherwise provided in Section 6.2 and Section 6.4, upon any Transfer of any portion of the Property and the express assumption of Developer’s obligations under this Agreement by such transferee, City agrees to look solely to the transferee for compliance by such transferee with the provisions of this 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 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 13.4 below, nor shall such failure negate, modify, or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement.

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. 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.

Release Upon Transfer. Upon the sale, transfer, exchange or hypothecation of the rights and interests of MINI of Santa ▇▇▇▇▇▇ to the Property, MINI of Santa ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇” 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 sale, transfer or assignment of Owner/Developer's rights, responsibilities and interests under this Agreement consistent with Section 11.1 above, Owner/Developer shall be released from its obligations under this Agreement with respect to its interest in the Project or portion thereof, so transferred arising subsequent to the effective date of such transfer if (1) Owner/Developer is not then in default under this Agreement; (2) Owner/Developer has provided to City notice of such transfer, (3) the transferee executes and delivers to City a written agreement in which (a) the name and address of the transferee is set forth; and (b) the transferee expressly and unconditionally, upon provision of sufficient surety or other assurance of performance, assumes all of the obligations of the Owner/Developer under this Agreement with respect to the Project, or portion thereof transferred; and (4) City approves the transferee, which approval City will not unreasonably withhold if such transferee is financially capable of performing the obligations of transferor pursuant to this Agreement or if surety is provided to guarantee performance. Failure to deliver a written assumption agreement hereunder shall not affect the running of any covenants herein with the land, as provided in Section 12 below, nor shall such failure negate, modify or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement.