Transfer Agreements. (a) In connection with the transfer or assignment by Developer of all or any portion of the Property, Developer and the transferee shall enter into a written agreement in the form attached hereto as Exhibit “E” (“Transfer Agreement”) regarding the respective interests, rights and obligations of Developer and the transferee in and under this Agreement. Such Transfer Agreement shall: (i) release Developer from obligations under this Agreement, as described in the Transfer Agreement, provided that the transferee expressly assumes such obligations; (ii) transfer to the transferee rights under this Agreement; and (iii) address any other matter deemed by Developer to be necessary or appropriate in connection with the transfer or assignment. Transfer Agreement(s) must be approved by the City Manager, provided the City Manager’s approval shall not be withheld or delayed unless City demonstrates, based on substantial evidence, the proposed transferee is unable to fulfill its obligations under this Agreement. Transfer Agreement(s) shall be conclusively deemed approved by the City Manager if Developer does not receive a written response containing the City Manager’s approval or disapproval within ten (10) days of receipt of Developer’s written request for approval. Upon recordation of any Transfer Agreement in the Official Records of Placer County, Developer shall be automatically released from those obligations assumed by the transferee therein. No breach or default hereunder by any person succeeding to any portion of Developer’s obligations under this Agreement shall be attributed to Developer, nor may Developer’s rights hereunder be canceled or diminished in any way by any breach or default of any transferee.
Appears in 4 contracts
Samples: Development Agreement by And, Transfer Agreement, Transfer Agreement
