Inst 2001161041 - Laserfiche WebLink

Home

Property, however, the Agency must first, at its sole discretion, approve any proposed transferee. The proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency to fulfill the obligations undertaken in this Agreement by the Developer. Any transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Developer under this Agreement relating to the Property (including without limitation the License Agreement) and agree to be subject to all the conditions, covenants and restrictions to which the Developer is subject to, including but not limited to the operating covenant of Section 4.06 of this Agreement. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Developer in writing. In the event that, in violation of the provisions of this Agreement, the Developer undertakes a Transfer for all or any part of the Property or the buildings, structures or other improvements thereon prior to the issuance of the Certificate of Completion for all of the Developer Improvements, the Agency shall be entitled to a monetary penalty of Five Hundred Thousand Dollars ($500,000) in addition to all legal and equitable remedies of the Agency. In the absence of specific written agreement by the Agency, no Transfer by Developer shall be deemed to relieve the Developer or any successor in interest from any obligations under this Agreement. ARTICLE SIX: DEFAULT 6.01 Scope of Remedies. During the development of the Developer Improvements, and prior to the issuance of a Certificate of Completion for the Developer Improvements, the following shall govern the Parties' remedies for breach of the Agreement. 6.02 No Fault of Parties. The following events constitute a basis for a Party, otherwise allowed by this Agreement, to terminate this Agreement, without the fault of the other (as of the Outside Date or upon receipt of notification by the other party of its inability to meet one or more of the following): (a) The Developer, despite good faith efforts, is unable to obtain permits or approvals from the City to construct the Developer Improvements and operate its business on the Property; (b) The Developer, despite its good faith and diligent efforts, fails to satisfy one or more of the Conditions Precedent by the Outside Date; or (c) The Developer, despite good faith efforts on the part of both the Agency and Developer, is unable to obtain approval of a Construction Plan, reasonably satisfactory to Developer, in the time provided in Section 1.04 of this Agreement; or (d) The Developer, despite its good faith and diligent efforts, fails to satisfy one or more of the Conditions Precedent by the Outside Date; or 28 D0050074604 1 v4\24258.0002