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 within thirty (30)
business days of the delivery of the other Party’s request. If the reviewing Party elects to
deny its consent or approval, then it must substantiate that decision with commercially
reasonable documentation that enables the requesting Party to comprehend the decision
and, if appropriate, modify such request and re-submit it to the reviewing Party for further
review pursuant to these terms for consent or approval. A Party reviewing a request for
consent to the assignment of rights and obligations by the requesting Party may consider
the creditworthiness, financial wherewithal, expertise and experience of the proposed
assignee when compared to the requesting Party, in the exercise of reasonable discretion
whether to grant or deny consent or approval.
5.8 Terms for Other Response. When this Agreement calls for one Party to
notify the other Party of any other election under this Agreement, then the electing Party
shall notify the other party of the applicable decision no later than thirty (30) days after the
electing Party was notified of its obligation to make the election.
5.9 Governing Law. This Agreement shall be governed by the laws of the State
of New Hampshire. The parties hereto agree that any action brought by either party to
enforce the terms of this Agreement shall be filed in the Superior Court of Hillsborough
County, New Hampshire or the United States District Court of New Hampshire, Concord
Division.
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