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without City's prior written approval to transfer or assign the Property, Project and/or Developer's <br />rights and obligations in this Agreement to any entity that is controlled by, or is under common <br />control with, Developer or Developer's managing general partner, including a Joint Venture <br />Ownership created between Developer and its investor, and Developer shall thereafter be released <br />from any future obligations under this Agreement. In connection with Permitted Transfer, <br />Developer shall: (i) notify City in writing of the sale, transfer, or assignment of all or any portion <br />of the Property, and (ii) deliver to City an assignment and assumption agreement (or other <br />agreement) in a form approved by City in its reasonable discretion and executed by Developer and <br />its transferee/assignee pursuant to which Developer's transferee/assignee assumes all of <br />Developer's covenants and obligations set forth herein with respect to the Property or the portion <br />thereof so transferred. Any request for transfer or assignment of the Agreement by Developer <br />shall require the payment of fees or a deposit to pay for the City's actual, documented expenses to <br />review the request. Upon the delivery of the assignment and assumption agreement as provided <br />for above for a Permitted Transfer, or in the event of a sale of the Property/Project as provided for <br />in this Section 8.1.1, Developer shall be released from any future obligations under this <br />Agreement. <br />8.1.2 Sale of Property. Developer agrees and declares that the Property and the <br />Project shall be sold, used, occupied, operated, and approved subject to all obligations set forth or <br />incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the <br />value and attractiveness of the Property and the Project. All of the obligations set forth or <br />incorporated in this Agreement shall constitute covenants which run with the land and shall be <br />binding on Developer and its successors and assigns, and all parties having or acquiring any right, <br />title or interest in, or to any part of the Property or Project. Developer further understands and <br />agrees that the Density Bonus permit approvals received for this Project have been made on the <br />condition that Developer and all subsequent owners, or other successors and assigns of the <br />Property and/or Project purchase the Affordable Units in accordance with the terms and conditions <br />stipulated in Sections 4, 5 and 6 of this Agreement for a term of fifty-five (55) consecutive years <br />commencing upon the date of issuance of the last certificate of occupancy for the Project. <br />8.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer" <br />shall be deemed to include any such transferee or assignee after the date such sale, transfer, or <br />assignment occurs in compliance with this Agreement. <br />8.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in <br />violation of this Agreement shall be null and void, and City shall have the right to pursue any right <br />or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, <br />transfers, or assignments. <br />8.2 Covenants Run with the Land. The Property shall be used, occupied and improved <br />subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, <br />restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall <br />run with the Property and shall be binding upon Developer and all persons having any right, title <br />or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall <br />inure to the benefit of City and its successors and assigns, and may be enforced by City and its <br />successors and assigns. The covenants established in this Agreement shall, without regard to <br />13 <br />