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ARTICLE XVIII <br /> MISCELLANEOUS PROVISIONS <br /> Section 18.01 Termination. This Agreement may be terminated as to all of Cotton Center only by express <br /> written agreement executed by City and either(i)Primary Owner, or(ii)all the then current owners of all portions <br /> of Cotton Center (other than owners of occupied single family, duplex, townhouse, or attached single family <br /> residential lots). This Agreement may be terminated as to a portion of Cotton Center only by express written <br /> agreement executed by City and the owners of the portion of land affected by the termination; provided that if <br /> Primary Owner still owns any portion of Cotton Center, Primary Owner must consent in writing to such <br /> termination. In the event this Agreement is terminated by mutual agreement of the Parties or by its terms, the <br /> Parties shall promptly execute and file of record in the Official Public Records of Caldwell County, Texas, a <br /> document confirming the termination of this Agreement in sufficient form to cause the release of the <br /> Memorandum of Agreement, and such other documents as may be appropriate to reflect the basis upon which <br /> such termination occurs. <br /> Section 18.02 Agreement Binds Succession and Runs with the Land. This Agreement shall bind and inure to <br /> the benefit of the Parties, their successors and assigns. Subject to Section 18.03 below, the terms of this <br /> Agreement shall constitute covenants running with the land comprising Cotton Center and shall be binding on all <br /> future owners of property in Cotton Center. This Agreement will not be recorded, but a Memorandum of <br /> Agreement,in the form attached as Exhibit F,shall be recorded in the Official Public Records of Caldwell County, <br /> Texas. Nothing in this Agreement is intended to impose obligations on individual owners of platted lots, except <br /> Set forth in this Agreement. <br /> Section 18.03 Assignment. Subject to Section 18.03(a) and (b) below, Primary Owner may assign this <br /> Agreement with respect to all or part of Cotton Center from time to time to any Party without the consent of the <br /> City. Primary Owner shall provide the City thirty (30) days written notice of any such assignment. Upon such <br /> assignment or partial assignment, Primary Owner shall be fully released from any and all obligations under this <br /> Agreement and shall have no further liability with respect to this Agreement for the part of Cotton Center so <br /> assigned. <br /> a. This Agreement shall run with the land. Any sale of a portion of Cotton Center or assignment of any <br /> right hereunder shall not be deemed a sale or assignment to a Designated Successor or Assign unless the <br /> conveyance or transfer instrument effecting such sale or assignment expressly states that the sale or assignment <br /> is to a Designated Successor or Assign. <br /> b. Except as provided in the subpart(a) above, Primary Owner and all future owners of all or any portion <br /> of Cotton Center, including,without limitation, any affiliates of Primary Owner to which all or any portion of the <br /> Property is conveyed or contributed, shall have the benefits of this Agreement,and the Property may be developed <br /> as set forth herein without notice or approval to the City provided,however,that this Agreement may be amended <br /> as set forth herein. In the case of nonperformance by one owner, the City may pursue all remedies against that <br /> nonperforming owner, but will not impede development activities of any performing owner as a result of that <br /> nonperformance unless and to the limited extent that such nonperformance pertains to a City requirement that <br /> also is necessary for the performing owner's project, in which event the performing owner may also pursue <br /> --medies against the nonperforming owner. <br /> 40 <br />