|
to record this Agreement within ten (10) days of receipt of the fully -executed, recordable
<br />Agreement from the City, and any obligations of Owner under this Agreement during the period
<br />of such litigation. The tolling shall commence upon receipt by the City of written notice from
<br />Owner invoking this right to tolling. The tolling shall terminate when the action, including any
<br />appeal, is finally resolved, whether by entry of a final, non -appealable judgment that upholds the
<br />Project and the Existing Project Approvals or voluntary or involuntary dismissal of the entire
<br />action (and the passage of time required to appeal an involuntary dismissal) by the moving party.
<br />Owner shall similarly have the right to toll commencement of the Term, except for the duty to
<br />record this Agreement within ten (10) days of receipt of the fully -executed, recordable
<br />Agreement from the City, and any obligations of Owner under the Agreement in the event a
<br />referendum petition challenging the Project, the ordinance approving this Agreement, or any of
<br />the Project Approvals is submitted to the City Clerk. The tolling shall terminate if and when: (1)
<br />the City Clerk determines the referendum petition did not receive sufficient signatures to qualify
<br />for the ballot; or (2) the election results of the referendum uphold the Project and the Existing
<br />Project Approvals and are certified by the City Council. This Agreement shall be null and of no
<br />further force and effect in the event that the City Council rescinds the challenged action.
<br />2.5. Assam.
<br />2.5.1. Right to Sell, Transfer, or Assign. Owner shall have the right, from time to time,
<br />to sell, transfer, or assign the Property in whole or in part (provided that no such partial transfer
<br />shall violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any person,
<br />partnership, joint venture, firm, limited liability company, or corporation and, in connection
<br />therewith, to assign its rights under this Agreement, in whole or in part, to said person,
<br />partnership, joint venture, firm, limited liability company (collectively, the "Assigned Rights")
<br />at any time during the term of this Agreement; provided, however, that any such sale, transfer, or
<br />assignment shall include the assignment and assumption of the rights, duties and obligations
<br />arising under or from this Agreement that pertain to the Project Phase[s] that is the subject of
<br />such transfer, and be made in compliance with the following conditions precedent:
<br />(a) No sale, transfer, or assignment of any right or interest under this
<br />Agreement (in whole or in part) shall be made unless made together with the transfer of all or a
<br />part of the Property, to which such rights or interests apply.
<br />(b) In connection with any such assignment of an Owner's rights and
<br />obligations under this Agreement (in whole or in part), Owner shall notify City in writing at least
<br />sixty (60 days) in advance of any sale, transfer or assignment and shall provide City with a draft
<br />assignment and assumption agreement ("Assignment and Assumption Agreement"), in a form
<br />reasonably satisfactory to City, to be entered into by Owner, such assignee, and the City, pursuant
<br />to the terms of which such assignee shall expressly and unconditionally assume those duties,
<br />obligations, agreements, covenants, and waivers of Owner under this Agreement that are
<br />applicable to the Project Phase that is the subject of the portion of the Property, as applicable,
<br />being transferred, including, without limitation, the covenants not to sue and waivers contained in
<br />Sections 7.3.1 and 9.5.1 hereof (collectively, the "Assumed Obligations"). Notwithstanding the
<br />failure of any assignee to execute the Assignment and Assumption Agreement, as required by
<br />Section 2.5.1(b) above, the burdens of this Agreement (as they relate to the Project Phase that is
<br />the subject of the Property being transferred) shall be binding upon such transferee, but the
<br />
|