RDA Agmt 2000 Brooks_Michael etc

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5.02 Changes Only Pursuant To This Agreement The qualifications, experience and expertise of Developer is of particular concern to the Agency. It is because of these qualifications, experience and expertise that the Agency has entered into this Agreement No voluntary or involuntary successor in interest to Developer shall acquire any rights or powers under this Agreement except as hereinafter provided. 5.03 Prohibition Against Transfer of Property and Assignment of Agreement Prior to the issuance by the Agency of a Certificate of Completion for the Improvements, the Developer shall not voluntarily or involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease ('Transfer') of the whole or any part of the Property or the buildings or structures thereon or this Agreement without the prior written approval of the Agency. The Agency's approval may be given by the Executive Director unless the Executive Director, in his or her discretion, refers the matter of approval to the Agency Board. This prohibition shall not apply to any portion of the Property for which a Certificate of Completion has been issued. Neither shall this prohibition be deemed to prevent the granting of temporary easements or permits to facilitate development or the dedication of Property required pursuant to this Agreement If the Developer proposes a Transfer of the Property or a portion thereof, the proposed transferee shall have the qualifications and financial resources necessary and adequate as may be reasonably determined by the Agency to fulfill the obligations undertaken in this Agreement by the Developer. Any transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Developer under this Agreement relating to the Property and agree to be subject to all the conditions and restrictions to which the Developer is subject There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Developer in writing. In the absence of specific written agreement by the Agency, no Transfer by Developer shall be deemed to relieve the Developer or any other Party from any obligations under this Agreement After filing the Certificate of Completion for a portion of the Property, no approval under this Agreement is needed for a Transfer of any portion of the Property. Article Six: GENERAL REMEDIES DURING DEVELOPMENT 6.01 Scope of Remedies. Prior to the Close of Escrow, the following shall govern the Parties' remedies for breach of the Agreement Disposition and Development Page 10 of 23 Agreement 16