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40 <br /> <br />operations or business of such person or entity. The term “beneficial owner” is to be determined <br />in accordance with Rule 13d promulgated by the Securities and Exchange Commission under the <br />Securities Exchange Act of 1934, as amended. <br />9.2. Release upon Transfer. Upon the Transfer of Developer’s rights and interests <br />under this Development Agreement pursuant to Section 9.1, and recordation of the Assignment <br />and Assumption Agreement in the Clerk-Recorder’s Office of Alameda County, Developer shall <br />automatically be released from its obligations and liabilities under this Development Agreement <br />with respect to that portion of the Developer Acquired Property transferred, and any subsequent <br />default or breach with respect to the Transferred rights and/or obligations shall not constitute a <br />default or breach with respect to the retained rights and/or obligations under this Development <br />Agreement, provided that (i) City has consented to the Transfer, and (ii) the transferee executes <br />and delivers to City an assignment and assumption agreement in accordance with Section 9.1(b) <br />hereof, and (iii) Developer is not in Default under this Agreement as of the effective date of the <br />Transfer. Upon any transfer of any portion of the Developer Acquired Property and the express <br />assumption of Developer’s obligations under this Development Agreement by such transferee, <br />City agrees to look solely to the transferee for compliance by such transferee with the provisions <br />of this Development Agreement as such provisions relate to the portion of the Developer <br />Acquired Property acquired by such transferee. A default by any transferee shall only affect that <br />portion of the Developer Acquired Property owned by such transferee and shall not cancel or <br />diminish in any way Developer’s rights hereunder with respect to any portion of the Developer <br />Acquired Property not owned by such transferee. The transferor and the transferee shall each be <br />solely responsible for the reporting and Annual Review requirements relating to the portion of <br />the Developer Acquired Property owned by such transferor/transferee, and any amendment to <br />this Development Agreement between City and a transferor or a transferee shall only affect the <br />portion of the Developer Acquired Property owned by such transferor or transferee. Failure to <br />deliver a written assumption agreement hereunder shall not affect the running of any covenants <br />herein with the land, as provided in Section 9.3 below, nor shall such failure negate, modify or <br />otherwise affect the liability of any transferee pursuant to the provisions of this Development <br />Agreement. <br />9.3. Covenants Run with the Land, Binding on Successors and Assigns. All of the <br />provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in <br />this Development Agreement shall be binding upon the Parties and their respective successors <br />(by merger, reorganization, consolidation, or otherwise) and assigns, devisees, administrators, <br />representatives, lessees, and all of the persons or entities acquiring the Developer Acquired <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 Developer <br />Acquired Property hereunder (i) is for the benefit of such Developer Acquired Property and is a <br />burden upon such Developer Acquired Property, (ii) runs with such Developer Acquired <br />Property, (iii) is binding upon each Party and each successive owner during its ownership of such <br />Developer Acquired Property or any portion thereof, and (iv) each person or entity having any <br />interest therein derived in any manner through any owner of such Developer Acquired Property,