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City and its respective officers, officials, agents, employees, representatives, and volunteers
<br /> (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising
<br /> from any claims, demands, or causes of action arising from or related to Developer's
<br /> performance of its obligations under this Agreement, including the approval of this Agreement,
<br /> except to the extent caused by the active negligence or willful misconduct of Indemnitees.
<br /> 7. ASSIGNMENT; COVENANTS RUN WITH THE LAND
<br /> 7.1 Assignment by Developer.
<br /> 7.1.1 Prohibited Transfers or Assignments. Developer shall not sell,transfer, or
<br /> assign the Property or Project in whole or in part, or transfer or assign Developer's rights and
<br /> obligations in this Agreement,in whole or in part,unless the sale,transfer, or assignment complies
<br /> with this Section 7. With the exception of sale, transfer, or assignment occurring after the
<br /> recordation of this Agreement to an entity wholly owned by Developer, if Developer seeks to sell,
<br /> transfer or assign the Property or Project, or any rights and obligations in this Agreement,
<br /> Developer shall request City's written consent, and City shall respond within thirty(30)days with
<br /> a written approval or denial,which City may determine in its reasonable discretion. City's failure
<br /> to respond to the request within thirty (30)days shall be deemed an approval.
<br /> 7.4.2 Sale or Conveyance of Proper . Developer agrees and declares that the
<br /> Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used,
<br /> occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this
<br /> Agreement in accordance with the terms of Section 5.1 hereof, all of which are for the purpose of
<br /> enhancing and protecting the value and attractiveness of the Property and the Project. All of the
<br /> obligations set forth or incorporated in this Agreement shall constitute covenants which run with
<br /> the land and shall be binding on Developer and its successors and assigns, and all parties having
<br /> or acquiring any right, title or interest in, or to any part of the Property or Project. Developer
<br /> further understands and agrees that the 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 sell the Affordable Units in accordance with the covenants,conditions and
<br /> restrictions of this Agreement.Notwithstanding anything to the contrary contained herein, in the
<br /> event that Developer or any successor in interest elects not to construct the Project, or any portion
<br /> thereof, this Agreement shall terminate as to and cease to be a burden on or encumbrance against
<br /> the Property or such portion thereof upon expiration or earlier termination of the entitlements for
<br /> the Project.
<br /> 7.1.3 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 /> 7.1.4 Unpermitted Assi tints 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.
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