RecDoc 2012-101618 - Laserfiche WebLink

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' 4.3 Assiqnment bv Developer. Developer or Developer's successor may assign the Agreement to an owner with the prior approval of the City, which approval shall not be unreasonably withheld or delayed, and such assignment shall be documented by an assignment and assumption agreement recorded against the Property in a form to be agreed upon between Developer and City. If the proposed assignee's experience and financial capability is substantially similar to Developer's the City shall approve the proposed assignee. Developer shall be bound by the terms and obligations of this Agreement in the absence of such approval where required by the City. 4.4 Attornev Fees. In any legal proceeding to enforce the terms of or restrain a violation of this Agreement, the prevailing party or parties must pay the attorneys' fees of the winning party or parties in the amount fixed by the court in the proceeding. 4.5 Amendments. This Agreement may only be amended in writing by an instrument signed by the authorized representatives of parties. 4.6 Severabilitv. If any provision of this Agreement shall be held invalid, inoperative or unenforceable as applied in any particular case, in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any Constitution or Statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provisions in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect the remaining portions of this Agreement or any part hereof. 4.7 Headinqs. The section headings are not part of this Agreement and will not affect the interpretation of any provisions hereof. 4.8 Time of the Essence. In each provision of this Agreement which states a specific amount of time within which the requirements thereof are to be satisfied or are to persist, time shall be deemed to be of the essence. 4.9 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by fax, reputable overnight courier, or sent by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received upon the earlier of: (i) if personally delivered, the date of delivery to the address of the person to receive such notice; (ii) if mailed, three (3) business days after the date of posting by the United States post office; or (iii) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; or (iv) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time. Notice of change of address shall be given by written notice in the manner described in this Section. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given ATTY/AGR/2012.061/2580 ECR(URBAN HOUSING)AFFORDABLE HOUSING AGREEMENT REV:06-04-12 VR Page 7 of 31