5.6 Assignment.
a) Developer shall not, prior to the issuance of a certificate of occupancy (or
local equivalent) for the Project, assign or transfer this Agreement or delegate any of its
obligations or duties under this Agreement without the prior written consent of City,
which consent may be withheld in City's sole discretion, except that Developer may
freely assign to entities within the control of the same principals as those of the
Developer or for the purposes of financing or other legal requirements.
b) Developer shall not, after the issuance of a certificate of occupancy for the
Project, assign or transfer this Agreement or delegate any of its obligations or duties
under this Agreement without the prior written consent of City (which consent shall not
be unreasonably withheld or delayed), except that Developer may freely assign its
interest in the Agreement to entities within the control of the same principals as those of
the Developer or for the purposes of financing or other legal requirements.
c) No assignment, with or without the consent of City, shall be effective
unless each assignee shall assume and agree to perform and observe all the covenants and
agreements of Developer being assigned. No assignment of this Agreement by Developer
shall release or relieve the Developer of any duties, obligations or liabilities under this
Agreement and from and after any such assignment the assigning Developer shall be
jointly and severally liable with the assignee for the performance of and compliance with
all of Developer's duties obligations and liabilities under this Agreement.
d) City may not assign, transfer or delegate its rights, duties and obligations
under this Agreement without the consent of Developer in its reasonable discretion
(which consent shall not be unreasonably withheld or delayed) to any purchaser of the
Property who assumes and agrees to perform and observe all the covenants and
agreements of City being assigned thereby. No such assignment, with or without the
consent of Developer, shall be effective unless each such assignee shall assume and agree
to perform and observe all the covenants and agreements of City being assigned thereby,
In the event of any assignment of the interest of City under this Agreement, City shall be
released and relieved of all liability for the performance and observance of all covenants
and agreements of City’s covenants and agreements under this Agreement so assigned.
5.7 Terms for Consent or Approval. When this Agreement calls for one Party
to seek the approval or consent of the other Party, the Party with the right to grant or deny
consent or approval must exercise its reasonable discretion in doing so, unless specified
otherwise by the terms of this Agreement. The requesting party must make requests for
consent or approval in writing in accordance with the terms for notice in this Agreement
and substantiate that request with commercially reasonable documentation unless
specified otherwise by the terms of this Agreement. The Party with the right to grant or
deny consent or approval shall review each such request diligently, reasonably and in
good faith and deliver its decision whether to give or deny consent or approval to the
requesting Party in writing in accordance with the terms for notice in this Agreement
