AgdaPkt 2015-07-27 Joint SA and PFA

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8.A. - Page 74 ARTICLE 8. TRANSFERS AND ASSIGNMENTS. 8.1 Right to Assign. Subject to the provisions of Sections 8.2 and 8.3 hereof, Developer shall have the right to sell, assign or transfer this Agreement, and all of its rights, duties and obligations hereunder, to any entity at any time during the term of this Agreement; provided, however, in no event shall the rights, duties and obligations conferred upon Developer pursuant to this Agreement be at any time so transferred or assigned except through a transfer of an interest of Developer in the Developer Property. Notwithstanding the foregoing sentence, Developer shall have the right to sell, assign or transfer this Agreement, and all of its rights, duties and obligations hereunder free from the restrictions under Section 8.2, but subject to the requirements of Section 8.3 hereof, at any time during the term of this Agreement to a person or business entity owned or under common control with or by Developer; provided, however, in no event shall the rights, duties and obligations of Developer under this Agreement be at any time so transferred or assigned except through a transfer of an interest of Developer in the Developer Property. 8.2 Limitations on Assignments. (a) Developer has demonstrated, and City finds Developer possesses, the experience, reputation and financial resources to develop and maintain the Site in the manner contemplated by the Project Approvals and this Agreement. It is because of such qualifications, which assure the development and use of the Site to a high quality standard contemplated by the Project Approvals and this Agreement that City is entering into this Agreement. Accordingly, certain restrictions on the right of Developer to assign or transfer the Site are necessary in order to assure the achievement of the objectives of the Project Approvals and this Agreement. Developer agrees to and accepts the restrictions herein set forth in this Article 8 as a material inducement to City to enter into this Agreement. (b) Until issuance of a Certificate of Completion by the City for the Project, Developer shall not sell, assign or transfer its interest under this Agreement with respect to the Site, or portion thereof, without the prior written consent of City, which consent shall not be unreasonably withheld if all of the conditions described in subsections (i) through (iii) of subsection (c) of this Section 8.2 are met. Any assignee or transferee pursuant to an assignment or transfer approved by City hereunder shall be deemed a Permitted Transferee under this Agreement. Except as otherwise provided by the terms of such assignment or transfer, a Permitted Transferee shall be obligated and bound by the terms of this Agreement, including the Easement and Parking Agreement, and shall be the beneficiary thereof and a party thereto. (c) The conditions and standards referred to above are as follows: (i) Such assignee or transferee possesses the experience, reputation and financial resources to cause the Site to be developed and maintained in the manner contemplated by the Project Approvals and this Agreement. including the Easement and Parking Agreement; 82483.00019\9644366. 13 ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA REV: 07 -22 -15 VR Page 33 of 102