11-13-2002 Council Agenda - Laserfiche WebLink

Home Browse Search

wind up and be discharged from liability hereunder if the transferee entity or individual assumes in writing, for the benefit of the Gi- tyEDA, all of the obligations of the Developer under this Agreement. 11.2. Prohibition Against Transfer of Property and Assignment of Agreement. (a) P- rierExcept as provided in Section 10.1, the Developer may not, prior to the Termination Date, • _ • _ : et: •• •: sell, convey, transfer; or lease (except in the ordinary course of Developer's business) or-assign-the Development Property or, any part thereof or any interest therein (except for easements); and ma not assi n an of its rights or obligations under the Development Agreement without the prior written approval of the GityEDA, which approval the GityEDA must not unreasonably withhold if the requirements of Section 11.2(b) are satisfied. (b) As a condition to its consent to any transfer within the scope of Section 11.2, the CityEDA may require that: (i) Any proposed transferee has the qualifications and financial capacity, in the reasonable judgment of the Gi- tyEDA, necessary and adequate to perform the Developer's obligations under this Agreement. (ii) Any proposed transferee, by instrument in writing satisfactory to the GityEDA and in form recordable among the County land records, must, for the benefit of the Gi- WEDA, expressly 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 under the terms of this Agreement. (iii) The Developer must submit to the GityEDA, for the CityEDA's review and prior written approval, all instruments and other documents involved in effecting the transfer of any interest in this Agreement or the Development Property. 11.3. Release of Developer. The GityEDA's consent to a transfer pursuant to Section 11.2(b) does not relieve the Developer from liability under this Agreement unless the GityEDA, in its sole and absolute discretion, elects to execute a written agreement expressly releasing the Developer from such liability. 12. EVENTS OF DEFAULT. 1428086vdoc Red (V8 to V7) 12.1. Events of Default. Each of the following is an Event of Default: (a) A Party's failure to fully perform one or more of its obligations under this Agreement within the time period set forth in this Agreement for the Party's performance of the obligation or, if no time period is set forth in this Agreement, within a reasonable time; -17-