Agmt15 Hamiilton & Winslow Properties, LLC - DDA

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7.5 Le�al Actions. Following the Close of Escrow, either Party may institute legal action to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy available to that Party under this Agreement, at law or in equity regarding any Default. Any such legal action must be instituted in the Superior Court of the State of California in and for the County, in any other appropriate court within the County, or in the United States District Court with jurisdiction in the County. Notwithstanding the foregoing, in no event shall either party be liable for the consequential damages or lost profit of the other. 7.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties set forth in this Agreement are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. ARTICLE 8. TRANSFERS AND ASSIGNMENTS. 8.1 Right to Assi�n. 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 ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA REV:08-18-15 VR Page 32 of 40 82483.00019\964436616