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As a consequence, Owner shall not have the right to transfer or assign the <br />Property, and its interests in and rights and obligations under this Agreement, in whole or in part, <br />to any person, entity (public or private), partnership, joint venture, firm or corporation for two (2) <br />years from the effective date of the approval of this Agreement; except as provided in section <br />4.3.1 of this Agreement. Thereafter, the rights of Owner under this Agreement may not be <br />transferred or assigned unless the written consent of the Council is first obtained and any transfer <br />or assignment of the rights under this Agreement shall include in writing the assumption of the <br />duties, obligations, and liabilities arising from this Agreement if the City grants written consent <br />to transfer the rights. The rights of the Owner hereunder shall not be subject to assignment by <br />attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such <br />assignment or transfer shall be wholly void and of no force and effect unless such written consent <br />thereto be obtained from the Council. Such transfer or assignment shall not relieve Owner of any <br />duty, obligation or liability to City without the written consent of the City. <br />During the term of this Agreement, any approved assignee or transferee of the <br />rights under this Agreement shall observe and perform all of the duties and obligations of Owner <br />contained in this Agreement as such duties and obligations pertain to the portion of the Property <br />transferred or assigned. Any and all approved successors and assignees of Owner shall have all <br />of the same rights, benefits, duties, obligations, and liabilities of Owner under this Agreement. If <br />the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, <br />assigned, or transferred to persons for development by them in accordance with the provisions of <br />this Agreement. Upon assignment or transfer of the rights of Owner tinder this Agreement, the <br />obligations of Owner and the transferee or assignee shall be joint and several. <br />4.3.1 Permitted Assignments. The prohibition against transfer of ownership of <br />the Property as defined in section 4.3 above shall not apply to, and the City hereby consents to, <br />the following: <br />a. The parties recognize that to facilitate development of the Project, <br />the Property will be conveyed into an entity or entities, commonly referred to as "single purpose <br />entities", as a condition to, and part of, receiving development financing. These "single purpose <br />entities" are called such because the only activities in which they are engaged are ownership and <br />development of projects, including the Project. The restriction set forth hereinabove in section <br />4.3 does not apply to a transfer or transfers into "single purpose entities" in which the Applicant <br />(Vineyards Development) or Ryan Ogulnick, have, and may exercise, ownership and control. <br />Property. <br />b. Easements or temporary permits to facilitate development of the <br />c. Deeds of trust or other financing documents executed for the <br />purpose of securing loans to Owner made to finance the development of the Property, and <br />transfers to any person or entity pursuant to a foreclosure or deed in lieu of foreclosure of such <br />deed of trust or other, similar, financing documents and any subsequent transfer by any such <br />person or entity.