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<br /> 25 <br /> <br /> <br />7.2. Release upon Transfer. <br />Upon the Transfer of Developer’s rights and interests under this Development Agreement <br />pursuant to Section 7.1, Developer shall automatically be released from its obligations and <br />liabilities under this Development Agreement with respect to that portion of the Property <br />transferred, and any subsequent default or breach with respect to the Transferred rights and/or <br />obligations shall not constitute a default or breach with respect to the retained rights and/or <br />obligations under this Development Agreement, provided that (i) Developer has provided to City <br />written notice of such Transfer, and (ii) the transferee executes and delivers to City a written <br />agreement in which (a) the name and address of the transferee is set forth and (b) the transferee <br />expressly and unconditionally assumes all of the obligations of Developer under this <br />Development Agreement with respect to that portion of the Property transferred. Upon any <br />transfer of any portion of the Property and the express assumption of Developer’s obligations <br />under this Agreement by such transferee, City agrees to look solely to the transferee for <br />compliance by such transferee with the provisions of this Agreement as such provisions relate to <br />the portion of the Property acquired by such transferee. A default by any transferee shall only <br />affect that portion of the Property owned by such transferee and shall not cancel or diminish in <br />any way Developer’s rights hereunder with respect to any portion of the Property not owned by <br />such transferee. The transferor and the transferee shall each be solely responsible for the <br />reporting and annual review requirements relating to the portion of the Property owned by such <br />transferor/transferee, and any amendment to this Agreement between City and a transferor or a <br />transferee shall only affect the portion of the Property owned by such transferor or transferee. <br />Failure to deliver a written assumption agreement hereunder shall not affect the running of any <br />covenants herein with the land, as provided in Section 7.3 below, nor shall such failure negate, <br />modify or otherwise affect the liability of any transferee pursuant to the provisions of this <br />Development Agreement. <br />7.3. Covenants Run with the Land. <br />All of the provisions, agreements, rights, powers, standards, terms, covenants and <br />obligations contained in this Development Agreement shall be binding upon the Parties and their <br />respective successors (by merger, reorganization, consolidation, or otherwise) and assigns, <br />devisees, administrators, representatives, lessees, and all of the persons or entities acquiring the <br />Property or any portion thereof, or any interest therein, whether by operation of law or in any <br />manner whatsoever, and shall inure to the benefit of the Parties and their respective successors <br />(by merger, consolidation or otherwise) and assigns. All of the provisions of this Development <br />Agreement shall be enforceable as equitable servitudes and constitute covenants running with the <br />land pursuant to applicable law, including but not limited to, Section 1468 of the Civil Code of <br />the State of California. Each covenant to do, or refrain from doing, some act on the Property <br />hereunder (i) is for the benefit of such Property and is a burden upon such Property, (ii) runs with <br />such Property, (iii) is binding upon each Party and each successive owner during its ownership of <br />such Property or any portion thereof, and (iv) each person or entity having any interest therein <br />derived in any manner through any owner of such Property, or any portion thereof, and shall <br />benefit the Property hereunder, and each other person or entity succeeding to an interest in such <br />Property.