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default by any transferee, or any successor of the City, in the performance of observance of any <br /> of the terms of this Cooperative Agreement or any sublease or assignment agreement, the County <br /> may proceed directly against the City without the necessity of exhausting remedies against such <br /> transferee or successor. <br /> 14.3 Each transferee under an assignment or a sublease (other than the permitted <br /> subleases or licenses referenced in Section 14.1) shall assume all obligations of the City under <br /> this Cooperative Agreement and shall be liable jointly and severally with the City for all of the <br /> terms, covenants and conditions to be performed on the City's part hereunder. No assignment <br /> shall be binding on the County unless the City or the transferee has delivered to the County a <br /> counterpart of the assignment and an instrument in recordable form that contains a covenant of <br /> assumption by such transferee in form and substance satisfactory to the County. However, the <br /> failure or refusal of such transferee to execute such instrument of assumption shall not release <br /> such transferee from its liability as set forth above. The City shall reimburse the County on <br /> demand for any reasonable costs that may be incurred by the County in connection with any <br /> proposed sublease or assignment, including, without limitation, the costs of making <br /> investigations as to the acceptability of the proposed transferee and legal costs incurred in <br /> connection with the granting of any requested consent. <br /> 14.4 The City shall cause any transferee to expressly waive entitlement to any and all <br /> relocation assistance and benefits in connection with this Cooperative Agreement. The City shall <br /> indemnify the County for any and all losses arising out of any relocation assistance or benefits <br /> required by law to be paid to any transferee. <br /> Section 15. Default; Remedies. <br /> 15.1 A Party shall be in default of this Cooperative Agreement (an "Event of Default") <br /> upon its failure to comply with any covenant, condition or representation made under this <br /> Cooperative Agreement if such failure continues for thirty (30) days after the date of written <br /> notice by the non-defaulting Party, provided that if such default is not capable of cure within said <br /> 30 day period, the defaulting Party shall have a reasonable period of time to complete such cure <br /> if the defaulting Party undertakes action to cure such default with such 30 day period and <br /> thereafter diligently prosecutes the same to completion. A Party shall also be in default of this <br /> Cooperative Agreement upon the appointment of a receiver to take possession of all or <br /> substantially all of the assets of the defaulting Party, or an assignment by the defaulting Party for <br /> the benefit of creditors, or any action taken or suffered by the defaulting Party under any <br /> insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether <br /> now existing or hereafter amended or enacted, if any such receiver, assignment or action is not <br /> released, discharged, dismissed or vacated with sixty(60) days. <br /> 15.2 Upon the occurrence of an Event of Default by the City, the County shall have the <br /> following remedies, which shall not be exclusive but shall be cumulative and shall be in addition <br /> to any other remedies now or hereafter allowed by law or in equity: <br /> 15.2.1 The County may terminate the City's right to possession of the <br /> Courthouse Square at any time by written notice to the City. No other act of the County, <br /> REDW\0007\DOC\00I-13 FINAL <br /> Atty/Agr/2005.006 <br /> 042605 <br /> 13 <br />