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addition,the County at any time following any such sale,assignment or transfer not in compliance with the provisions of this Section 1.5., and prior to compliance with the provisions of this Section 1.5. by any such purchaser, assignee or transferee, may terminate this Agreement as to the portion of the Property so sold, assigned or transferred. 1.5.2. Developer agrees not to sell, assign or transfer any interest under this Agreement with respect to the Property, or any portion thereof, without the prior written consent of the County, which consent shall not be unreasonably withheld and shall be granted (but shall be conditioned upon such sale, assignment or transfer being timely completed with the concurrent recordation of the Assumption Agreement referred to in Sections 1.5.43 hereof) if all of the conditions described in Sections 1.5.4.A. through 1.5.4.D. of Section 1.5.4 are met or satisfied. 1.5.3. Any sale, assignment or transfer consented to by the County pursuant to Section 1.5.2. or this Section 1.5.3. shall be deemed a Permitted Assignment and the purchaser, assignee or transferee shall be deemed a Recognized Assignee under this Agreement. 1.5.3.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 1.5.2. and this Section 1.5.3. Provided,however, that the following shall not constitute a sale, assignment or transfer subject to the provisions of Section 1.5.2. and this Section 1.5.3., 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 1.5.4.B. hereof in order to be effective for the purposes of this Agreement. 1.5.3.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 obligations pertain to the portion of the Property sold, assigned or transferred to it under a Permitted Assignment, including, without limitation,the provisions of this Section 1.5. with respect to any sale, assignment or transfer by such Recognized Assignee of any interest under this Agreement. 1.5.3.C. Except as otherwise provided by the terms of County consent to a Permitted Assignment in circumstances where the County could not otherwise find satisfaction with the requirements of Section 1.5.4. hereof, a Permitted Assignment shall release the Developer from any further obligations under this Agreement with respect to the portion of the Property so assigned or transferred to a Recognized Assignee;provided,however,that this provision shall not be deemed to release the Developer from any obligations assumed under -15-