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<br />written notice (a "Notice of Transfer") to the County of its intention to do so at least fifteen (15) <br />days prior to entering into such agreement. The Notice of Transfer shall identify the transferee <br />and state the terms and conditions of the assignment or sublease. <br /> <br />14.2 No sublease or assignment by the City nor any consent by the County thereto <br />shall relieve the City of any obligation to be performed by the City under this Cooperative <br />Agreement. Any sublease or assignment not in compliance with this Section shall be void and, <br />at the County's option, shall constitute a material default by the City under this Cooperative <br />Agreement. The recognition of any transferee by the County shall not constitute a waiver by the <br />County of any failure by the City or other transferee to comply with this Section. If there is an <br />assignment or sublet, whether in violation of or in compliance with this Section, in the event of <br />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 /> <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 /> <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 /> <br />Section 15. <br /> <br />Default; Remedies. <br /> <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 /> <br />REDW\0007\DOC\001-12 DRAFT 12 <br />4/22/05 3:45 /md <br /> <br />12 <br />