Common use of Release Upon Transfer Clause in Contracts

Release Upon Transfer. Upon the sale, transfer, exchange or hypothecation of the rights and interests of Developer to the Property or to 711 Colorado, Developer shall be released from its obligations under this Agreement to the extent of such sale, transfer or exchange with respect to the Property and/or 711 Colorado if : (a) Developer has provided written notice of such transfer to City; and (b) the Property Transferee executes and delivers to City a written agreement in which the Property Transferee expressly and unconditionally assumes all of the obligations of Developer under this Agreement with respect to the Property and/or 711 Colorado (if applicable) in the form of Exhibit “L” attached hereto (the “Assumption Agreement”). Upon such transfer of the Property and/or 711 Colorado and the express assumption of Developer’s obligations under this Agreement by the transferee, the City agrees to look solely to the transferee for compliance with the provisions of this Agreement. Any such transferee shall be entitled to the benefits of this Agreement as “Developer” hereunder and shall be subject to the obligations of this Agreement. Failure to deliver a written Assumption Agreement hereunder shall not affect the transfer of the benefits and burdens as provided in Section 13.1, provided that the transferor shall not be released from its obligations hereunder unless and until the executed Assumption Agreement is delivered to the City.