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6.1 F <br />Page 28 <br />SALTWQRKS; John Bruno <br />Redwood City Industrial Saltworks, LLC <br />1700 Seaport Boulevard, Suite 200 <br />Redwood City, CA 94063 <br />Telephone: 650-298-0800 <br />Facsimile: 650-366-3 790 <br />Mary Alexander <br />Executive Vice President & General <br />Counsel <br />DMB Associates, Inc. <br />7600 East Doubletree Ranch Road <br />Suite 300 <br />Scottsdale, AZ 85266 <br />Telephone: 480-3 67-7000 <br />Facsimile: 480-367-7576 <br />with copies to: Clark Morrison, Esq. <br />Cox, Castle & Nicholson LAP <br />555 California Street, 10 FL <br />San Francisco, CA 94104-1513 <br />Telephone; <br />Facsimile: <br />Section 5.07. Incorporation of Recitals. The recitals contained in this Agreement, and <br />the introductory paragraph preceding the recitals, are hereby incorporated into this Agreement as <br />if fully set forth herein. <br />Section 5.08. Severability. If any term or provision of this Agreement, or the application <br />of any term or provision of this Agreement to a particular situation, is held by a court of <br />competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions <br />of this Agreement, or the application of this Agreement to other situations, shall continue in full <br />force and effect unless amended or modified by mutual consent of the Parties. Notwithstanding <br />the foregoing, if any material provision of this Agreement, or the application of such provision to <br />a particular situation, is held to be invalid, void or unenforceable, either City or Saltworks may <br />(in their sole and absolute discretion) terminate this Agreement by providing written notice of <br />such termination to the other Party. <br />Section 5.09. Assignment and Transfer. Saltworks has the right to assign or transfer all <br />or any portion of Saltworks' interest, rights, and obligations under this Agreement to third parties <br />and to subsidiaries, affiliates and successors of Saltworks acquiring an interest or estate in the <br />Project or Property. If all or any portion of the Property is so transferred by Saltworks to any <br />person or entity, the transferee succeeds to all of Saltworks' rights under this Agreement, insofar <br />as they relate to such transferred property, and the transferee will automatically assume all <br />obligations of Saltworks, past, present and future, insofar as they relate to the transferred <br />property. Saltworks is released from its obligations accruing on or after the date of any sale, <br />transfer or assignment under this Agreement with respect to that portion of the Properly sold, <br />transferred or assigned as permitted under this Section 5.09. Failure to deliver a written <br />assumption agreement hereunder does not negate, modify or otherwise affect the liability of any <br />ATTY/AGR/2010.044 <br />051210 <br />