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to record this Agreement within ten(10) days of receipt of the fully-executed,recordable
<br /> Agreement from the City, and any obligations of Owner under this Agreement during the period
<br /> of such litigation. The tolling shall commence upon receipt by the City of written notice from
<br /> Owner invoking this right to tolling. The tolling shall terminate when the action,including any
<br /> appeal, is finally resolved,whether by entry of a final,non-appealable judgment that upholds the
<br /> Project and the Existing Project Approvals or voluntary or involuntary dismissal of the entire
<br /> action(and the passage of time required to appeal an involuntary dismissal)by the moving party.
<br /> Owner shall similarly have the right to toll commencement of the Term, except for the duty to
<br /> record this Agreement within ten (10) days of receipt of the fully-executed, recordable
<br /> Agreement from the City, and any obligations of Owner under the Agreement in the event a
<br /> referendum petition challenging the Project,the ordinance approving this Agreement, or any of
<br /> the Project Approvals is submitted to the City Clerk. The tolling shall terminate if and when: (1)
<br /> the City Clerk determines the referendum petition did not receive sufficient signatures to qualify
<br /> for the ballot; or(2)the election results of the referendum uphold the Project and the Existing
<br /> Project Approvals and are certified by the City Council. This Agreement shall be null and of no
<br /> further force and effect in the event that the City Council rescinds the challenged action.
<br /> 2.5. Assigningnt.
<br /> 2.5.1. Right to Sell, Transfer, or Assign. Owner shall have the right, from time to time,
<br /> to sell,transfer, or assign the Property in whole or in part(provided that no such partial transfer
<br /> shall violate the Subdivision Map Act, Government Code Section 66410, et seq.)to any person,
<br /> partnership,joint venture, firm, limited liability company, or corporation and, in connection
<br /> therewith,to assign its rights under this Agreement, in whole or in part, to said person,
<br /> partnership,joint venture,firm, limited liability company(collectively,the"Assigned Rights")
<br /> at any time during the term of this Agreement;provided,however,that any such sale,transfer, or
<br /> assignment shall include the assignment and assumption of the rights, duties and obligations
<br /> arising under or from this Agreement that pertain to the Project Phase[s] that is the subject of
<br /> such transfer, and be made in compliance with the following conditions precedent:
<br /> (a) No sale,transfer, or assignment of any right or interest under this
<br /> Agreement(in whole or in part) shall be made unless made together with the transfer of all or a
<br /> part of the Property,to which such rights or interests apply.
<br /> (b) In connection with any such assignment of an Owner's rights and
<br /> obligations under this Agreement(in whole or in part), Owner shall notify City in writing at least
<br /> sixty(60 days)in advance of any sale,transfer or assignment and shall provide City with a draft
<br /> assignment and assumption agreement("Assignment and Assumption Agreement"), in a form
<br /> reasonably satisfactory to City,to be entered into by Owner, such assignee, and the City,pursuant
<br /> to the terms of which such assignee shall expressly and unconditionally assume those duties,
<br /> obligations, agreements, covenants, and waivers of Owner under this Agreement that are
<br /> applicable to the Project Phase that is the subject of the portion of the Property, as applicable,
<br /> being transferred,including,without limitation,the covenants not to sue and waivers contained in
<br /> Sections 7.3.1 and 9.5.1 hereof(collectively,the"Assumed Obligations"). Notwithstanding the
<br /> failure of any assignee to execute the Assignment and Assumption Agreement, as required by
<br /> Section 2.5.1(b) above,the burdens of this Agreement(as they relate to the Project Phase that is
<br /> the subject of the Property being transferred) shall be binding upon such transferee,but the
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