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39 The Parties understand and anticipate that Developer may seek to transfer or assign its interests, rights and responsibilities under this Development Agreement to third parties acquiring an interest or estate in the Developer Acquired Property or any portion thereof with respect to one or more specific Elements of the Project, including without limitation purchasers or lessees of lots, parcels or facilities subject to the terms of this Article 9. (a) Process for City Approval of Transfer. Prior to any Transfer hereunder, Developer shall submit to City detailed written information regarding the proposed transferee’s development experience as relevant to the proposed Transfer, detailed information with respect to the financial capacity of the proposed transferee, and the form of a proposed assignment and assumption agreement which requires the assignee to comply with the assigned sections of this Development Agreement. Upon receipt of Developer’s submission City may request further information regarding the experience and financial capacity of the proposed transferee, and such requests shall not be considered an unreasonable withholding or delay of the City’s consent. The City may refuse to give its consent if, in light of the proposed transferee’s reputation and financial resources or other reasons, such transferee would not in City’s reasonable opinion be able to fully and completely perform the obligations proposed to be assumed by such transferee. The determination made by the City Manager is appealable by Developer to the City Council. (b) Assignment and Assumption Agreement. Any such assignment made in compliance with this Section 9.1 shall be evidenced by a written assignment and assumption agreement in a form approved by the City Attorney, which agreement shall set forth in detail the assignee’s specific duties under this Development Agreement. (c) Change of Ownership. In addition to the foregoing, prior to the Final Completion of the Project, except as expressly permitted by this Development Agreement, Developer shall not undergo any significant change of ownership without the prior written approval of City, which approval shall not be unreasonably withheld, conditioned or delayed. For purposes of this Development Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than fifty percent (50%) in aggregate of the present ownership and /or control of Developer, taking all transfers into account on a cumulative basis; provided however, neither the admission of investor limited partners, nor the transfer of beneficial or ownership interests by an investor limited partner to subsequent limited partners shall be restricted by this provision, nor shall the admission of a Passive Investor Member nor the transfer of a beneficial or ownership interest by a Passive Investor Member to another Passive Investor Member be restricted by this provision. “Passive Investor Member” means a member who pursuant to Developer’s operating agreement is not authorized to actively manage or otherwise operate the business of the company. (d) Transfer to Affiliates. Notwithstanding anything to the contrary contained in this Section 9.1, Developer may Transfer, in whole or in part, the Developer Acquired Property, the Project, or this Development Agreement to any “Affiliate” of Developer, without the prior written approval of City. As used herein, the term “Affiliate” means, with respect to Developer, (a) any person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Developer, or (b) any individual or entity in which Developer has a 50.1% or more beneficial interest. A person or entity shall be deemed to control a person or entity if it has the power to direct the management,