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determines the referendum petition did not receive sufficient signatures to qualify for the ballot; <br />(2) the City Council rescinds the challenged action; or (3) the election results of the referendum <br />are certified by the City Council. <br />2.5. Assignment. <br />2.5.1. Right to Assign. Owner shall have the right to sell, transfer or assign the <br />Property in whole or in part (provided that no such partial transfer shall violate the Subdivision <br />Map Act, Government Code Section 66410, et sec.) to any person, partnership, joint venture, <br />firm, limited liability company, or corporation at any time during the term of this Agreement; <br />provided, however, that any such sale, transfer or assignment shall include the assignment and <br />assumption of the rights, duties and obligations arising under or from this Agreement and be <br />made in strict compliance with the following conditions precedent: <br />(a) No sale, transfer or assignment of any right or interest under this <br />Agreement shall be made unless made together with the sale, transfer or assignment of all or a <br />part of the Property to which such rights or interests apply. <br />(b) Before with any such sale, transfer or assignment: <br />(i) Owner shall notify City, in writing, of such sale, transfer or <br />assignment and shall provide City with an executed agreement ("Assignment and Assumption <br />Agreement"), in substantially the form attached hereto as Exhibit E, by the purchaser, transferee <br />or assignee and providing therein that the purchaser, transferee or assignee expressly and <br />unconditionally assumes all the duties, obligations, agreements, covenants, waivers of Owner <br />under this Agreement, including, without limitation, the covenants not to sue and waivers <br />contained in Sections 6.2 and 7.4 hereof. <br />(ii) Owner shall also provide City with such information reasonably <br />requested by City that demonstrates to City's reasonable satisfaction such transferee or assignee <br />has sufficient development experience and financial capability to complete the Project and <br />perform all obligations assumed. <br />(c) Any sale, transfer or assignment not made in strict compliance with the <br />foregoing conditions shall constitute a default by Owner under this Agreement. Notwithstanding <br />the failure of any purchaser, transferee or assignee to execute the agreement required by this <br />subsection 2.5.1(c)(i), the burdens of this Agreement shall be binding upon such purchaser, <br />transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, <br />transferee or assignee until and unless such agreement is executed. <br />(d) The Executive Director for the Planning and Building Agency shall have <br />the administrative authority to determine that Owner has complied with the above conditions. <br />Such determination shall not be unreasonably withheld, conditioned, or delayed. <br />2.5.2. Release of Transferring Owner. Notwithstanding any sale, transfer or <br />assignment, a transferring Owner shall continue to be obligated under this Agreement with <br />respect to the transferred Property or any transferred portion thereof, unless such transferring <br />Owner is given a release in writing by City, which release shall be provided by City upon the <br />full satisfaction by such transferring Owner of the following conditions: <br />-7- <br />11 B-20 <br />