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the conditions and restrictions to which the Company and the <br />Project are subject (including the SoftPac Lease) unless the <br />Company agrees to continue to fulfill those obligations, in <br />which case the preceding provisions of this Section 6.5(b) <br />shall not apply. The City may also require the transferor <br />Company to execute such agreements to the extent deemed <br />reasonably necessary by the City in order to clarify the <br />respective rights and obligations, or absence thereof, of the <br />transferor, the transferee and/or the City, as the case may <br />be. <br /> <br /> (c) There shall be submitted to the City for prior <br />review all instruments and other legal documents proposed to <br />be executed in effectin~ the transfer of any such interest in <br />this A~reement or the Project. <br /> <br /> A sale of the Project and/or assignment of this A~reement to <br />SoftPac shall not be prohibited by this Section 6.5 and shall not <br />be subject to discretionary approval by the City, provided the <br />conditions in (b) and (c) above are observed and satisfied. <br /> <br /> A sale of the Project and/or assignment of this A~reement to <br />a party other than SoftPac shall also not be prohibited by this <br />Section 6.5 and shall not be subject to discretionary approval by <br />the City, provided the conditions in (b) and (c) above are observed <br />and satisfied, and provided further that the Certificate of <br />Completion shall have been issued hereunder. <br /> <br /> IN WITNESS WHEREOF, the City and the Company have caused this <br />A~reement to be executed by their duly authorized representatives. <br /> <br />CITY OF ELK RIVER, MINNESOTA <br /> <br />By <br /> <br />Its Mayor <br /> <br />By <br /> <br />Its City Administrator <br /> <br />(SEAL) <br /> <br />[Execution of this Development Assistance <br />Northwest, L.L.C., and SoftPac Industries, <br />following pa~e.] <br /> <br /> Agreement by Opus <br />Inc. appears on the <br /> <br />1198072.2 17 <br /> <br /> <br />