Assignment and Transfer of Development Clause Samples

Assignment and Transfer of Development. The Parties agree to and understand the following with regards to clarifying Section 7.1 in the Master Development Agreement: a. For each Transfer the Master Developer makes regarding a Transferred Portion of the Project, the Master Developer shall use the form Transfer Deed attached hereto as “Exhibit I.” This form Transfer Deed includes an acknowledgment by the Transferee that the Transferee is bound by the terms of the Master Development Agreement and Addendum.
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Assignment and Transfer of Development. If Master Developer assigns, transfers, or otherwise conveys the entire Project or any portion thereof to a subsequent owner, then this Development Agreement shall inure to the benefit and detriment of the subsequent owner, and shall not relieve the subsequent owner from any responsibilities or duties set forth herein. The obligations of Master Developer shall automatically be assigned and assumed by subsequent purchasers of the Project or any portion thereof, and Master Developer shall be released from the obligations related to such portion as a result of the assignment and the assumption by subsequent purchasers. Subsequent purchasers of the Project or any portion thereof shall expressly assume the obligations of Master Developer pursuant to this Agreement. However, in the event that subsequent purchasers of the Project do not expressly assume the obligations of this Agreement, they shall still be bound to the terms of, and obligations of this Agreement. To the extent that such assignments, transfers and conveyances are in anticipation or furtherance of future land use approvals and development of the Project or a particular portion therein, City further agrees that, consistent with the provisions of Section 10-9a-103(57)(c)(v) of the Utah Code Annotated, Master Developer may convey portions of the Project by metes and bounds prior to recordation of a plat of subdivision for such portion and City agrees to execute an acknowledgment on such deeds of conveyance (each a “Transfer Deed”) for the purposes of acknowledging only City’s consent to the conveyance by metes and bounds of the real property that is the subject of the applicable Transfer Deed. Master Developer expressly acknowledges that City’s execution of a Transfer Deed shall not in any way be deemed a waiver of the requirement that the property transferred pursuant to such Transfer Deed shall be subject to the approval process set forth in this Agreement, including the requirement regarding recordation of a final plat and approved site plan. [From 9.4] For each Transfer the Master Developer makes regarding a Transferred Portion of the Project, the Master Developer shall use the form Transfer Deed attached hereto as “Exhibit I.” This form Transfer Deed includes an acknowledgment by the Transferee that the Transferee is bound by the terms of the Master Development Agreement.
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Assignment and Transfer of Development. Except as otherwise provide in Section 31 below, if Developer assigns, transfers, or otherwise conveys, the entire Project or any portion thereof to a subsequent owner, then this Development Agreement shall inure to the benefit of and be binding upon such subsequent owner. Except as otherwise provide in Section 31 below, the obligations of Developer shall automatically be assigned and assumed by subsequent owners of the Project or any portion thereof, and Developer shall be released from the obligations related to such portion as a result of the assignment and the assumption by subsequent owners. Except as otherwise provide in Section 31 below, subsequent owners of the Project or any portion thereof shall expressly assume the obligations of Developer pursuant to this Agreement; provided that in the event that subsequent owners of the Project do not expressly assume the obligations of this Agreement, they shall still be bound by the terms and obligations of this Agreement. This agreement shall be recorded and run with the land.
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Assignment and Transfer of Development 
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Related to Assignment and Transfer of Development

  • Assignment of Developments (i) Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights, domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation, and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable, in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce, all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered to the Company immediately upon the termination of Executive’s employment with the Company. (ii) If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company, of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by Executive during the period of such employment.

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

  • ASSIGNMENT AND NOVATION 34.1 The Supplier shall not assign, novate, or otherwise dispose of or create any trust in relation to any or all of its rights, obligations or liabilities under this Framework Agreement or any part of it without Approval. 34.2 The Authority may assign, novate or otherwise dispose of any or all of its rights, liabilities and obligations under this Framework Agreement or any part thereof to: 34.2.1 any Other Contracting Body; or 34.2.2 any Central Government Body or other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or 34.2.3 any private sector body which substantially performs the functions of the Authority, and the Supplier shall, at the Authority’s request, enter into a novation agreement in such form as the Authority shall reasonably specify in order to enable the Authority to exercise its rights pursuant to this Clause 34.2. 34.3 A change in the legal status of the Authority such that it ceases to be a Contracting Body shall not, subject to Clause 34.4 affect the validity of this Framework Agreement and this Framework Agreement shall be binding on any successor body to the Authority. 34.4 If the Authority assigns, novates or otherwise disposes of any of its rights, obligations or liabilities under this Framework Agreement to a body which is not a Contracting Body or if a body which is not a Contracting Body succeeds the Authority (both “Transferee” in the rest of this Clause) the right of termination of the Authority in Clause 30.4 (Termination on Insolvency) shall be available to the Supplier in the event of the insolvency of the Transferee (as if the references to Supplier in Clause 30.4 (Termination on Insolvency)) and to Supplier or Framework Guarantor or Call Off Guarantor in the definition of Insolvency Event were references to the Transferee.

  • ASSIGNMENT AND TRANSFER SIGNATURE LINES FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.