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ARTICLE 10. ASSIGNMENT, TRANSFER AND NOTICE <br />Section 10.1 Transfers and Assignments. Except as otherwise provided in the Partial <br />Assignment and Assumption Agreement referred herein and attached as Exhibit G, Developer shall <br />have the right to sell, assign, or transfer ("Transfer") in whole or in part its rights, duties, and <br />obligations under this Agreement without the consent of City; provided, however, in no event shall <br />the rights, duties, and obligations conferred or imposed upon Developer pursuant to this <br />Agreement be at any time so transferred except through a transfer of the Property and all such <br />Transfers shall be made in accordance with the requirements of this Section 10.1. In the event of <br />a transfer of a portion of the Property, Developer shall have the right to Transfer its rights, duties, <br />and obligations under this Agreement that are applicable to the transferred portion, and retain all <br />rights, duties, and obligations applicable to the retained portions of the Property. <br />A. Upon' Developer's request, City, at Developer's expense, shall cooperate <br />with Developer and any proposed transferee to allocate rights, duties, and obligations under the <br />Project Approvals and this Agreement between the transferred Property and the retained Property; <br />provided, however, in no event shall Developer Transfer its obligations under Article 2 <br />(Community Benefits) to any third party acquiring less than ninety percent (90%) of the acreage <br />of the Property. <br />B. Developer shall notify City in writing of any proposed Transfer at least <br />thirty (30) days prior to completing such Transfer. At least twenty-one (21) days prior to the <br />effective date of the Transfer, Developer shall deliver to City a draft of the proposed written <br />assignment and assumption agreement in which the transferee expressly agrees to assume the <br />rights and obligations of Developer under this Agreement being transferred. The assignment and <br />assumption agreement shall be in substantially the same form attached hereto as Exhibit E. No <br />later than ten (10) business days after the date the Transfer becomes effective, Developer shall <br />deliver to City a conformed copy of the fully executed and recorded assignment and assumption <br />agreement. <br />Section 10.2 Release upon Transfer. Upon the Transfer of Developer's rights and <br />interests under this Agreement pursuant to this Article 10, Developer shall automatically be <br />released from its obligations and liabilities under this Agreement with respect to that portion of <br />the Property transferred, and any subsequent default or breach with respect to the transferred rights <br />and/or obligations shall not constitute a default or breach with respect to the retained rights and/or <br />obligations under this Agreement, provided that Developer has provided to City written Notice of <br />such Transfer, and the transferee executes and delivers to City a written agreement in accordance <br />with Section 10.1 above. Upon any Transfer of any portion of the Property and the express <br />assumption of Developer's obligations under this Agreement by such transferee, City agrees to <br />look solely to the transferee for compliance by such transferee with the provisions of this <br />Agreement as such provisions relate to the portion of the Property acquired by such transferee. A <br />default by any transferee shall only affect that portion of the Property owned by such transferee <br />and shall not cancel or diminish in any way Developer's rights hereunder with respect to any <br />portion of the Property not owned by such transferee. The transferor and the transferee shall each <br />be solely responsible for the reporting and annual review requirements relating to the portion of <br />33 <br />ATTY/AGR/2024.193 - GATEKEEPER DA -1900 BROADWAY <br />REV: 10-22-24 VR <br />