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EXHIBIT 1
<br />the City of Santa Ana), and their respective officers, officials, agents, employees, representatives,
<br />volunteers, successors or assigns (collectively, "Indemnitees") from and against any loss, liability,
<br />claim, or judgment arising from any act or omission of Owner, or its officers, officials, agents,
<br />employees, representatives, volunteers, or successors or assigns ("Indemnitors") in connection
<br />with Indemnitors' obligations under the Original Agreement or this Agreement, or any loss,
<br />claims, damages, judgement, penalties, liabilities or costs asserted against Indemnitees that arise
<br />from or relate to the Original Agreement or this Agreement, including but not limited to the
<br />approval this Agreement, except to the extent required by law for the negligence or willful
<br />misconduct of Indemnitees.
<br />22. Transfer or Assignment
<br />(a) Prohibited Transfers or Assignments. Owner shall not sell, transfer, or
<br />assign the Property or Project in whole or in part, or transfer or assign Owner's rights and
<br />obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment is a
<br />Permitted Transfer (as defined in Section 22(e)) or approved by the City. If Owner seeks to sell,
<br />transfer or assign the Property or Project, or any rights and obligations in this Agreement, in a
<br />manner that does not constitute a Permitted Transfer, Owner shall request City's written consent,
<br />and City shall respond within fifteen (15) days with a written approval or denial, which City may
<br />determine in its reasonable discretion. If City approves such a request, then prior to any such sale,
<br />transfer or assignment, Owner shall pay City's reasonable fees as compensation for the City's
<br />review of the request. City's failure to respond to the request within fifteen (15) days shall be
<br />deemed an approval. Notwithstanding any transfer or assignment, including any Permitted
<br />Transfers, this Agreement shall not be subordinated and shall have priority over any and all
<br />mortgages, deeds of trust, and other similar forms of secured financing recorded against the
<br />Property or any portion thereof on or after the approval of this Agreement.
<br />(b) Sale of Property. Owner agrees and declares that the Property and the
<br />Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated,
<br />sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of
<br />which are for the purpose of enhancing and protecting the value and attractiveness of the Property
<br />and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute
<br />covenants which run with the land and shall be binding on Owner and its successors and assigns,
<br />and all parties having or acquiring any right, title or interest in, or to any part of the Property or
<br />Project.
<br />(c) Subsequent Assi_ng meet. As used in this Agreement, the term "Owner"
<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 />(d) 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 />(e) Permitted Transfers. Any of the following do not require the City's prior
<br />written approval (the "Permitted Transfers"):
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