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b. Any sale of a portion of the Property or assignment of any right hereunder shall <br />not be deemed a sale or assignment to a Designated Successor or Assign unless <br />the conveyance or transfer instrument effecting such sale or assignment expressly <br />states that the sale or assignment is to a Designated Successor or Assign. <br />C. Any sale of a portion of the Property or assignment of any right hereunder shall <br />not be deemed a Transfer unless the conveyance or transfer instrument effecting <br />such sale or assignment expressly states that the sale or assignment is deemed to <br />be a Transfer. <br />d. "Designated Successors and Assigns" shall mean (i) an entity to which Owner <br />assigns (in writing) its rights and obligations contained in this Reimbursement <br />Agreement pursuant to this Section 16; (ii) any entity which is the successor by <br />merger or otherwise to all or substantially all of Owner's assets and liabilities <br />including, but not limited to, any merger or acquisition pursuant to any public <br />offering or reorganization to obtain financing and/or growth capital; or (iii) any <br />entity which may have acquired all of the outstanding stock or ownership of <br />assets of Owner. <br />17. Failure; Default: Remedies. <br />a. If either Party fails to perform an obligation imposed on such Party by this <br />Reimbursement Agreement (a "Failure") and such Failure is not cured after <br />written notice and the expiration of the cure periods provided in this section, then <br />such Failure shall constitute a "Default." Upon the occurrence of a Failure by a <br />non-performing Party, the other Party shall notify the non-performing Party in <br />writing specifying in reasonable detail the nature of the Failure. The non- <br />performing Party to whom notice of a Failure is given shall have at least 30 days <br />from receipt of the notice within which to cure the Failure; however, if the Failure <br />cannot reasonably be cured within 30 days and the non-performing Party has <br />diligently pursued a cure within such 30 -day the cure period shall be extended for <br />an additional period (not to exceed 90 days) so long as the non-performing Party <br />is diligently pursuing a cure. <br />b. If the Owner is in Default, the City's sole and exclusive remedy shall be to seek <br />specific enforcement of this Reimbursement Agreement. No Default by the <br />Owner, however, shall: (1) affect the obligations of the City to use the net <br />proceeds of Public Improvement PID Bonds as provided in Section 6 of this <br />Reimbursement Agreement; or (2) entitle the City to terminate this <br />Reimbursement Agreement. In addition to specific enforcement, the City shall be <br />entitled to attorney's fees, court costs, and other costs of the City to obtain specific <br />enforcement. <br />c. If the City is in Default, the Owner's sole and exclusive remedies shall be to: (1) <br />seek a writ of mandamus to compel performance by the City; or (2) seek specific <br />enforcement of this Reimbursement Agreement. <br />115 <br />