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2.4.2 If any party other than OWNER initiates litigation that challenges the Project or the Existing Protect Approvals, the OWNER will have the right to toll commencement of the fern and any obligations of OWNER under the Agreement during the period ot'such litigation. 1'he tolling shall commence upon receipt by the City of written notice from OWNER invoking this right to tolling. -rbe tolling shall terminate when ( I) a final order is issued in said litigation that upholds the Project and the Existing Project Approvals or (2) the litigation is dismissed with prejudice by all parties: whichever occurs first. 2.5 Assienntent. 25.1 Rieht to Assien. OWNER shall have the right to sell, transferor assign the property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any person, partnership, joint venture, Jinn or corporation at any time during the term of this Agreement: provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this AgReement and be made in strict compliance with the following conditions precedent: (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property to which such rights or interests apply. Any sale, transfer or assignment shall require the consent of the City which shall not be unreasonably withheld, conditioned, or delayed. (b) Concurrent with any such sale, transfer or assignment, OWNER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement ("Assignment and Assumption Agreement'), in a firm reasonably acceptable to Crm by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties, obligations, agreements, covenants, waivers of OWNER under this Agreement, including, without limitation, the covenants not to sue and waivers contained in Sections 7.2 and 8.4 hereof. (c) OWNER shall provide CITY with such information reasonably requested by CITY that demonstrates such transferee or assignee has sufficient development experience and financial capability to complete the Project and perform all obligations assumed. (d) Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by Owner under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.5.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this AgReement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. (e) The Executive Director for the Planning and Building Agency shall have the administrative authority to determine that OWNER has complied with the above conditions. Such determination shall not be unreasonably withheld or delayed. 2.5.2 Release of Transferrint; Owner. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement with respect to the transferred property or any transferred portion thereof, unless such transferring -6- 55391 MR12 31553187.13