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(a) OWNER shall demonstrate to the City Manager's reasonable satisfaction that OWNER has and will continue to diligently pursue the development of the Project; (b) OWNER shall pay to the CITY Fifty Thousand Dollars ($50,000) to partially compensate the CITY for the significant lost revenue to be received by the CITY had the Project been completed. 2.4.2 If any party other than OWNER initiates litigation that challenges the Project or She Existing Project Approvals, the OWNER will have the right to toll commencement of the Term and any obligations of OWNER under the Agreement during the period of such litigation. The tolling shall commence upon receipt by the City of written notice firom OWNER invoking this right to tolling. The tolling shall terminate when (1) a final order is issued in said litigation that upholds the Project and the Existing Project Approvals or (2) the litigation is dismissed with prejudice by all Parties; whichever occurs first. 2.5 Assignment. 2.5.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, at sM.) to any person, partnership, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent: (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property to which such rights or interests apply, Any sale, transfer or assignment shall require the consent of the CITY which shall not be unreasonably withheld, conditioned, or delayed. 55394,00002U t553187,13 #21124v3 (b) Concurrent with any such sale, transfer or assignment, OWNER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement ("Assignment and Assumption Agreement"), in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties, obligations, agreements, covenants, waivers of OWNER under this Agreement, including, without limitation, the covenants not to sue and waives contained un Sections T2 and 8.4 hereof. (c) OWNER shall provide CITY with such infomnation reasonably requested by CITY that demonstrates such transferee or assignee has sufficient development experience and financial capability to complete the Project and perform all obligations assumed. (d) Any sale, transfer or assigmnent not made in strict compliance with the Ordinance NS-2979 Page 17 of 59