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provisions of this Agreement,that(to the fullest extent permitted by law <br /> and equity and excepting only in the manner and to the extent specifically <br /> provided otherwise in this Agreement)no transfer of the Project or Project <br /> Site or any part thereof, or any interest therein,however consummated or <br /> occurring, and whether voluntary or involuntary, shall operate legally or <br /> practically,to deprive or limit the City of any rights or remedies or controls <br /> regarding the Project and the construction thereof that the City would have <br /> had,had there been no such transfer. <br /> (c) There shall be submitted to the City for review all instruments and other <br /> legal documents involved in effecting the transfer. <br /> (d) The Developer and its transferee shall comply with such other reasonable <br /> conditions as the City may find desirable in order to achieve and safeguard <br /> the purposes of this Agreement. <br /> (e) The consideration payable for the transfer or assignment by the transferee <br /> or assignee or on its behalf shall not exceed an amount representing the <br /> actual cost(including carrying charges)to the Developer of the Project(or <br /> allocable part)and the purpose of this provision is to preclude assignment <br /> of this Agreement or transfer of the Project or the Project Site(or any parts <br /> thereof)for pecuniary gain or profit prior to Substantial Completion of the <br /> Project and to provide that in the event any such assignment or transfer is <br /> made (and is not cancelled), the City shall be entitled to increase the <br /> purchase price of the Project Site to the Developer by the amount that the <br /> consideration payable for the assignment or transfer is in excess of the <br /> amount that may be authorized pursuant to this Section 8.1.2(e)and such <br /> consideration shall,to the extent it is in excess of the amount so authorized, <br /> belong to and forthwith be paid to the City at the same time as or prior to <br /> the transfer. <br /> 8.2 Transfer of Project After Completion of Construction. <br /> After Substantial Completion of construction of any Phase of the Project as certified by the <br /> City(in accordance with Sections 2.9 and 2.10 hereof),the Developer(and any subsequent <br /> Owner of a Phase or any part thereof)may transfer the Project or that phase(or any portion <br /> thereof)without the consent of the City by instrument in writing reasonably satisfactory to <br /> the City,and in a form recordable among the land records,pursuant to which the transferee <br /> shall expressly assume with regard to the Phase (or any portion thereof) all of the <br /> obligations of the Developer under this Agreement and agree to be subject to all the <br /> conditions and restrictions to which the Developer is subject with regard to the Project or <br /> any portion thereof. Provided,that the fact that any transferee of, or any other successor <br /> in interest whatsoever to,the Phase(or any portion thereof),shall not have assumed such <br /> obligations or so agreed, shall not (unless and only to the extent otherwise specifically <br /> provided in the Agreement or agreed to in writing by the City) relieve or except such <br /> transferee or successor of or from such obligations,agreements,conditions,or restrictions, <br /> or deprive or limit the City of or with respect to any rights or remedies or controls with <br /> respect to the Project or the construction thereof; it being the intent of this,together with <br /> other provisions of this Agreement,that(to the fullest extent permitted by law and equity <br /> and excepting only in the manner and to the extent specifically provided otherwise in this <br /> Agreement) no transfer of the Project, a Phase (or any portion thereof), or any interest <br />