Laserfiche WebLink
the transferee or assignee in and under this Agreement, the Project <br /> Approvals, and the Subsequent Approvals. Such Assignment and <br /> Assumption Agreement may (i) release the transferor or assignor from <br /> obligations under this Agreement, the Project Approvals, and any <br /> Subsequent Approvals with respect to that portion of the Staples Ranch <br /> Project being transferred or assigned, as described in the Assignment and <br /> Assumption Agreement, provided that the transferee or assignee expressly <br /> assumes such obligations; (ii) transfer or assign to the transferee or assignee <br /> vested rights under this Agreement to improve that portion of the Staples <br /> Ranch Project being transferred or assigned; and (iii) address any other <br /> matter deemed by the transferor or assignor to be necessary or appropriate in <br /> connection with the transfer or assignment. <br /> (b) Any Assignment and Assumption Agreement shall be binding on the <br /> transferor or assignor, City and the transferee or assignee. Unless otherwise <br /> provided in the Assignment and Assumption Agreement, upon recordation <br /> of any Assignment and Assumption Agreement in the Official Records of <br /> Alameda County, the transferor or assignor shall automatically be released <br /> from those obligations assumed by the transferee or assignee, including any <br /> and all liabilities associated with the breach or default of assumed <br /> obligations that accrue on or after the date of recordation. <br /> Section 8.03. Transfer from SPA to Developers. City agrees that SPA need not <br /> obtain prior written consent from City before recording an Assignment and <br /> Assumption Agreement between SPA as transferor or assignor and a Developer <br /> or Developers as transferee or assignee. <br /> Section 8.04. Other Transfers and Assignments. In connection with the transfer <br /> or assignment by a Developer (the "Assignor") of all or any portion of the <br /> Staples Ranch Project to a transferee or assignee, the Assignor shall seek City's <br /> written consent to the requisite Assignment and Assumption Agreement prior to <br /> its recordation, which consent shall not be unreasonably withheld or delayed. <br /> Failure by City to respond within 30 calendar days to any request made by <br /> Assignor for such consent shall be deemed to be City's approval of the <br /> Assignment and Assumption Agreement in question. City may refuse to give its <br /> consent only if, in light of the proposed transferee or assignee's reputation and <br /> financial resources, such transferee or assignee would not in City's reasonable <br /> opinion be able to perform the obligations proposed to be assumed by such <br /> transferee or assignee. Such determination shall be made by the Director of <br /> Community Development, and shall be appealable by the Assignor to the City <br /> Council. <br /> Section 8.05. Mortgagee Protection. City and SPA agree that this Agreement shall <br /> not prevent or limit SPA or a Developer, in any manner, at SPA or a Developer's <br /> sole discretion, from encumbering the Project Site or any portion thereof or any <br /> improvement thereon by any mortgage, deed of trust or other security device <br /> securing financing with respect to the Project Site. City acknowledges that the <br /> 22 <br />