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1.6.2 Developer,agrees not to sell,-assign or transfer any interest under this Agreement with respect to the Propez#y, or attyhportrotr;t ereof, withoutth e hmr +ritten ronseht of the County, which consent sl ll x�olt 1 e uu` s i l tlttfeld haad,( f`r t EI f2� �.r: 3ra.,✓ i be condrttoned upon such?`sale, assegtttteat=t�rtpx hvtir �lcoi� tele' a �t r 4 az i 3. F9 i;� L '� "�, Y fva�'si yid a�.� y. - cor#current recordation of the Assurtipti n ee, t r ferret to � �on i�C��B e0 ik tall a F v a.- �a 5e >N s �. of the eQndrtions descnbeti in Sectt" 4 ANlwat e , © 5M € � 't cA.- SO 4 nre� r satisfied n.} d S 1 v ds 4 r _ y.� -s _ ' Z $ 5zlr �( IYT 1 6:3 Until rnclusrottf the Poperty; brYp tender }Nsuts 1 ]q "L�?r , Development'Agreement; the Developef agrees not to sell ��ss�gn or,transfernyfttrterest under y g u3: Y w l r! 4ti ilus Agreement with respect to.the Property,ar any portlorl;tlrerdoty�vttltbttt the rio a`wrttten consent of the County;Which consent shall not be ttiueasorlably withheld and sh �l_fie gicahted (but.shall be conditioned upon such sale, assignment or transfert�`erng titnelycorplete�dtli the concurrent recordation of the assumption"agreerneift referred to�[n1Sect otr 1 + B ?hereaf} rf a t of the conditions described in Sections l 6.4 A thr :ugh 1`6 4 D'`of Sectio r 1.6 4 are met ':Ariy sale, assignment or transfer consented to,.by the.County pursuant:to Seetron 16 2r this'Sectcorl 1.6.3. shall be deemed a Permitted Assignment grid:the purchaser,assignee or transferee'shall`be deemed a Recognized Assignee under this"Agreement When fil a liriiitations set forth.4in.this paragraph of this subsection 1.6.3. are no longer applicable as to the Property or portion thereof included within a Subsequent Development Agreement-; the County shall; upon.written request from the Developer, issue to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 1.6 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. S 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 1.6.4.13. hereof in order to be effective for the purposes of this Agreement. Ei 1.6.3.13, 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 p w02-SF:FPD\61481 145.2 -19-