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ARTICLE IX <br /> MISCELLANEOUS <br /> Section 9.01. Entire Agreement. This Agreement, including any exhibits hereto, <br /> contains the entire agreement between the parties with respect to the transactions contemplated <br /> herein. <br /> Section 9.02. Further Actions. The City and the Developer will do all things reasonably <br /> necessary or appropriate to carry out the objectives, terms and provisions of this Agreement and <br /> to aid and assist each other in carrying out such objectives,terms and provisions,provided that the <br /> City shall not be required to spend any money or have further obligations other than to reimburse <br /> the Developer pursuant to the terms of this Agreement. <br /> Section 9.03. Amendments. This Agreement may only be amended, altered, or <br /> terminated by written instrument signed by all parties. <br /> Section 9.04. Assignment. Except as expressly set forth herein, Developer may not <br /> assign any of its rights or duties under this Agreement, in whole or in part, without the prior <br /> written consent of the City which consent shall not be unreasonably withheld, delayed or <br /> conditioned. Notwithstanding the foregoing, the Developer may, effective upon delivery of <br /> written notice to the City and without the need for any prior consent from the City, assign this <br /> Agreement to a business organization(the"Development Venture")created through a joint venture <br /> arrangement between Walton Global Holdings, LLC ("Walton"), which Development Venture <br /> will own and develop the Land. In such event,the Development Venture shall be deemed to be the <br /> "Developer" for all purposes of this Agreement. Furthermore, in the event title to the Land is not <br /> conveyed to the Development Venture for any reason, Walton may, by written notice to the City <br /> and Developer, elect to become the "Developer" hereunder, and following delivery of any such <br /> 15 <br />