VISTA DEL RIO PARTNERS, L.P. - Laserfiche WebLink

Home Browse Search

the Successor Agency and City hereunder (except obligations to indemnify the Successor Agency and City pursuant to Section 14.5 and Article 18, et seq., of this Agreement). 16.2.3 Successor Agency /City Consideration of Requested Transfer. Successor Agency and City agree that they will not unreasonably withhold, condition or delay approval of a request for approval of a Transfer made pursuant to this Section 16.2, provided Vista Del Rio delivers written notice to the Successor Agency /City requesting such approval. Such notice shall be accompanied by sufficient evidence regarding the proposed assignee's or purchaser's development and /or operational qualifications and experience, and its financial commitments and resources, in sufficient detail to enable the Successor Agency to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 16.2 and as reasonably determined by the Successor Agency /City. The Successor Agency /City shall evaluate each proposed transferee or assignee on the basis of its development and /or qualifications and experience in the construction of facilities similar to the Improvements, and its financial commitments and resources, and may reasonably disapprove any proposed transferee or assignee, during the period for which this Section 16.2 applies, which the Successor Agency /City determines does not possess equal or better qualifications than the transferring developer. An assignment and assumption agreement in a form satisfactory to the Successor Agency /City's legal counsel shall also be required for all proposed assignments. Within fifteen (15) days after the receipt of Vista Del Rio's written notice requesting Successor Agency approval of an assignment or transfer pursuant to this Section 16.2, the Successor Agency /City shall either approve or disapprove such proposed assignment or shall respond in writing by stating what further information, if any, the Successor Agency /City reasonably requires in order to determine the request complete and determine whether or not to grant the requested approval. Upon receipt of such a response, Vista Del Rio shall promptly furnish to the Successor Agency /City such further information as may be reasonably requested and the Successor Agency and City shall approve or disapprove the requested Transfer within fifteen (15) days after receipt of all such requested information. 16.2.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon Vista Del Rio and its permitted successors and assigns. Whenever the term "Vista Del Rio" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided. 16.2.5 Assignment by City or Successor Agency. City and Successor Agency may assign or transfer any of their rights or obligations under this Agreement without the approval of the Vista Del Rio. 17. [RESERVED] 18. INDEMNIFICATION 18.1 Nonliability of Successor Agency and City. Vista Del Rio acknowledges and agrees that: (a) The relationship between Vista Del Rio, Successor Agency, and City is and shall remain solely that of borrower and lender, neither City nor Successor Agency undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or to inform Vista Del Rio of any matter in connection with the construction, including matters relating to: (i) the performance of the construction work, (ii) architects, contractors, subcontractors and 36 DOCSOC/1475221 v 10/200272 -0004