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<br />29. <br /> <br />Transfers and Assignments. <br /> <br />(a) <br /> <br />Except as provided in subsection (b), Flatirons may sell, assign or <br /> <br />transfer this Agreement, and any of its rights, duties and obligations hereunder, to <br /> <br />any person at any time during the term of this Agreement, subject to the written <br /> <br />approval of City. City's approval shall not unreasonably be withheld. <br /> <br />(b) <br /> <br />In no event shall the rights, duties and obligations conferred upon <br /> <br />Flatirons pursuant to this Agreement be at any time transferred or assigned except <br /> <br />through a transfer of an interest of Flatirons in the Property, or a portion thereof. <br /> <br />(c) <br /> <br />Upon the sale, transfer or assignment of Flatirons' rights and interests <br /> <br />under this Agreement, Flatirons is released from any obligations arising subsequent <br /> <br />(i) <br /> <br />Flatirons is not then in default under this Agreement; and <br /> <br /> <br />to the effective date of the transfer under this Agreement with respect to the <br /> <br />Property, or portion thereof transferred if: <br /> <br />(ii) <br /> <br />The transferee executes and delivers to City a written agreement <br /> <br />in which: <br /> <br />The name and address of the transferee is set forth; and <br /> <br />(A) <br />(B) <br /> <br />The transferee expressly and unconditionally assumes all <br /> <br />of the obligations of Flatirons under this Agreement with <br /> <br />respect to the Property, or portion thereof, transferred. <br /> <br />(d) <br /> <br />Failure to deliver a written assumption agreement does not affect the <br /> <br />running of any covenants in this Agreement with the land, nor does that failure <br /> <br />-45- <br /> <br />DV AGR0'3.rxJC <br />August 26, 1996 <br />