SU0006254 - Laserfiche WebLink

Home Browse Search

L6.2. Developer.,agrees not to sell, ass!gnor transfer any Interest under th" Agreement with respect to the Property,of any porton tlerecaf wa�thorzthr�r ywitlen rtsettt of the;County, which consent shall�no��li =�uwea�nj�a�ly�it�e�ddndf��a``�! •grai�� °(but �ha�l` f ��- ifag E - < ?y r4 be cortd<ttoned gpon such'sale, assfet�or �ser �nyr� y�ci ��eiti�e �srs�r� concurrent recordatton o#`the AsuOf ptlot �ecnxtfer$diEtit� 5 ,b7h� mall of the cQndrtic�ns descnbetr in Secttcs. f 6d#hro ' i, �n�o a , - -L. ' a C E s- sattsl"ted h r ; 1 1 6:3 Unt<l inclusiotatfe P opts roiy tedet g. } t '9 F S' Development Ageement the"66"y"'64", agrc�es�notto pelt;�ssgnQr frafer}any�ne�st undo this Agreerr}ent with respect to the Property, or any portZp Cher}enol; r thouit tfie 1 Io wrtt#pi consent of the County, which consent 5hail h be ghreason`abiy'W".'t li sand shhli>be'gr ited (but shall be conditioned.;upon such sale, assigrunent or tran�'fer:betng ti#nely eoeted ucifti the concurrent recordation of the' as5umphcsn agreement referred to&Sect an lb 413 hereof} �fall of the conditions described in Sections1 6,.4A through 1`6 4.D of Section 1`6 4 are met;:Any sale, assignment or transfer consented-:to by the County pursuant to Section 1:6 2 6r this Section 1.6.3. shalt be deemed a Permitted Assignment an&the purchaser,assignee or transferee shall be deemed a Recognized Assignee under.this Agreement: When the ilmtahons set forth in flus paragraph of this subsection 1.6.3. are no longer applicable as to the P'opeity or Portion thereof included within a Subsequent Development Agreement, the County shall; upon written request from the Developer, issue to the Developer a-certificate in recordable form acknowledging that such limitations no longer apply, provided that the other provisions of this.Section.l_6 shall continue to be applicable. Whether or not such a certificate is requested, the Subsequent Development Agreement shall govern as to any restrictions on, and the effect of, any sale, assignment or transfer of the Property,or such portion thereof, included under the Subsequent Development Agreement. 1.6.3.A. A sale, assignment or transfer of any interest cumulatively of fifty percent(50%) or more in the ownership or control of the Developer,(including transfers of stock and changes in ownership or control by reason of corporate mergers, buy-outs, reorganizations or dissolutions resulting in a cumulative change in ownership or control of fifty percent (50%) or more) shall constitute a sale, assignment or transfer subject to the provisions of Section. 1.6.2. and this Section 1.6.3. Provided, however, that the following shall not constitute a sale, assignment or transfer subject to the provisions of Section 1.6.2. and this Section 1.6.3: transfers of interests of less than fifty percent(50%), cumulatively of the Developer to joint venturers or new partners provided that sole management and control is retained by the Developer; and provided, further, that any change in the legal status or identity of the Developer pursuant to the foregoing provisions must be accompanied by notice to the County together with an executed Assumption Agreement pursuant to Section t.6.4.B. hereof in order to be effective for the purposes of this Agreement. 1.6.3.B. A Recognized Assignee shall be obligated and bound by the terms of this Agreement, and shall be the beneficiary thereof and a party thereto, only with respect to the Property, or such portion thereof, sold, assigned or transferred to it under a Permitted Assignment. Any such Recognized Assignee shall observe and fully perform all of the duties and obligations of the Developer contained in this Agreement, as such duties and W02-S F:FPD\6148114 51 -19-