Common use of Assignment of Note Clause in Contracts

Assignment of Note. The Note shall not be assignable nor transferable without the prior written consent of the Authority; provided, however, that such consent shall not be withheld if: (a) the assignee or transferee delivers to the Authority a written instrument acknowledging the limited nature of the Authority’s payment obligations under the Notes; and‌ (b) the assignee or transferee executes and delivers to the Authority a certificate, in form and substance reasonably satisfactory to the Authority, pursuant to which, among other things, such assignee or transferee represents:‌ (i) that the Note is being acquired for investment for such assignee’s or transferee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof; (ii) that the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same; (iii) that the assignee or transferee is an “accredited investor” within the meaning of Rule 501 of the Regulation D under the Securities Act of 1933, as amended; (iv) that the assignee or transferee, either alone or with such assignee’s or transferee’s representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in the Note and the assignee or transferee is able to bear the economic consequences thereof; (v) that in making its decision to acquire the Note, the assignee or transferee has relied upon independent investigations made by the assignee or transferee and, to the extent believed by such assignee or transferee to be appropriate, the assignee’s or transferee’s representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the Authority, or any of its officers, employees, agents, affiliates or representatives, with respect to the value of the Note; (vi) that the Authority has not made any warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or transferee regarding the tax consequences, if any, of the acquisition and investment in the Note; (vii) that the assignee or transferee or its representatives have been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the Authority and its representatives concerning the terms of the Note and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in the Note, and all such questions have been answered to the full satisfaction of the assignee or transferee; (viii) that the assignee or transferee has evaluated the merits and risks of investment in the Note and has determined that the Note is a suitable investment for the assignee or transferee in light of such party’s overall financial condition and prospects; (ix) that the Note will be characterized as “restricted securities” under the federal securities laws because the Note is being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act of 1933, as amended, except in certain limited circumstances; and (x) that no market for the Note exists and no market for the Note is intended to be developed. (c) Notwithstanding Sections (a) and (b) above, the Master Redeveloper may assign and pledge the Note to secure any loan financing the costs of the Project and may transfer the Note to: (i) any entity controlling, controlled by or under common control with the Master Redeveloper; (ii) any entity in which the majority equity interest is owned by the parties that have a majority equity interest in the Master Redeveloper; or (iii) any Affiliate.

Assignment of Note. The Developer may, without the City’s or the Authority’s consent (a) collaterally assign Developer’s rights and obligations under this Agreement and the TIF Note to the holder of any Mortgage that is permitted under the terms of Section 9.1 and/or (b) transfer the TIF Note to a Related Party. Except as set forth in clauses (a) and (b) above, the TIF Note shall not be assignable nor transferable without the prior written consent of the Authority; provided, however, that such consent shall not be withheld if: (a) the assignee or transferee delivers to the Authority a written instrument acknowledging the limited nature of the Authority’s payment obligations under the Notes; and‌ (b) provided if the assignee or transferee executes and delivers to the Authority a certificate, in form and substance reasonably satisfactory to the Authority, pursuant to which, among other things, such assignee or transferee represents:‌acknowledges and represents: (i) the limited nature of the Authority’s payment obligations under the TIF Note; (ii) that the TIF Note is being acquired for investment for such assignee’s or transferee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof; (iiiii) that the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same; (iii) that the assignee or transferee is an “accredited investor” within the meaning of Rule 501 of the Regulation D under the Securities Act of 1933, as amended; (iv) that the assignee or transferee, either alone or with such assignee’s or transferee’s representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in the TIF Note and the assignee or transferee is able to bear the economic consequences thereof; (v) that in making its decision to acquire the TIF Note, the assignee or transferee has relied upon independent investigations made by the assignee or transferee and, to the extent believed by such assignee or transferee to be appropriate, the assignee’s or transferee’s representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the Authority, or any of its officers, employees, agents, affiliates or representatives, with respect to the value of the TIF Note; (vi) that the Authority has not made any warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or transferee regarding the tax consequences, if any, of the acquisition and investment in the TIF Note; (vii) that the assignee or transferee or its representatives have been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the Authority and its representatives concerning the terms of the TIF Note and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in the TIF Note, and all such questions have been answered to the full satisfaction of the assignee or transferee; (viii) that the assignee or transferee has evaluated the merits and risks of investment in the TIF Note and has determined that the TIF Note is a suitable investment for the assignee or transferee in light of such party’s overall financial condition and prospects; (ix) that the TIF Note will be characterized as “restricted securities” under the federal securities laws because the TIF Note is being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act of 1933, as amended, except in certain limited circumstances; and (x) that no market for the TIF Note exists and no market for the TIF Note is intended to be developed. (c) Notwithstanding Sections (a) . Subject to the terms and (b) aboveconditions of this Section 8.4, the Master Redeveloper may assign and pledge the Note to secure any loan financing the costs holder of the Project TIF Note may be different than the owner of the Minimum Improvements Area or the party responsible for the obligations of the Developer under the Redevelopment Agreement, provided, however, that such holder will be subject to all limitations and may transfer conditions to payments under the TIF Note to: (i) any entity controlling, controlled by or under common control with the Master Redeveloper; (ii) any entity in which the majority equity interest is owned by the parties that have a majority equity interest in the Master Redeveloper; or (iii) any Affiliateset forth herein.

Assignment of Note. The Note Subject to Developer’s compliance with the terms and conditions of this Section 3.6, the TIF Notes will transfer to Developer’s successor at the time of any assignment of this Agreement by ▇▇▇▇▇▇▇▇▇ made in accordance with Section 8.2. Except for such assignments, the TIF Notes shall not be assignable nor or transferable without the prior written consent of the Authority (which consent may be granted by the Authority’s Authorized Representative in accordance with, and subject to the terms of, Section 10.9), and which consent shall not be unreasonably withheld (subject to, without limitation, the provisions of Section 8.2(b)); provided, however, that such consent shall not be withheld if: Developer may, without the Authority’s consent, but upon prior written notice to the Authority (a) assign the TIF Notes, together with Developer’s rights and obligations under this Agreement to a Related Party or a joint venture entity pursuant to Section 8.2(a)(iv) hereof and/or (b) collaterally assign Developer’s rights and obligations under this Agreement and the TIF Notes to the holder of any Mortgage that is permitted under the terms of Section 5.1. Notwithstanding anything herein to the contrary, as a condition to any transfer or assignment of the TIF Notes, any assignee or transferee delivers to the Authority a written instrument acknowledging the limited nature of the Authority’s payment obligations under the Notes; and‌ (b) the assignee or transferee executes must execute and delivers deliver to the Authority a certificate, in form and substance reasonably satisfactory to the Authority, pursuant to which, among other things, such assignee or transferee represents:‌acknowledges and represents: (i) the limited nature of the Authority’s payment obligations under the TIF Notes; (ii) that the Note TIF Notes is being acquired for investment for such assignee’s or transferee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof; (iiiii) that the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same; (iii) that the assignee or transferee is an “accredited investor” within the meaning of Rule 501 of the Regulation D under the Securities Act of 1933, as amended; (iv) that the assignee or transferee, either alone or with such assignee’s or transferee’s representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in the Note TIF Notes and the assignee or transferee is able to bear the economic consequences thereof; (v) that in making its decision to acquire the NoteTIF Notes, the assignee or transferee has relied upon independent investigations made by the assignee or transferee and, to the extent believed by such assignee or transferee to be appropriate, the assignee’s or transferee’s representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the Authority, or any of its officers, employees, agents, affiliates or representatives, with respect to the value of the NoteTIF Notes; (vi) that the Authority has not made any warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or transferee regarding the tax consequences, if any, of the acquisition and investment in the NoteTIF Notes; (vii) that the assignee or transferee or its representatives have been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the Authority and its representatives concerning the terms of the Note TIF Notes and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in the Note, TIF Notes and all such questions have been answered to the full satisfaction of the assignee or transferee; (viii) that the assignee or transferee has evaluated the merits and risks of investment in the Note TIF Notes and has determined that the Note TIF Notes is a suitable investment for the assignee or transferee in light of such party’s overall financial condition and prospects; (ix) that the Note TIF Notes will be characterized as “restricted securities” under the federal securities laws because the Note is TIF Notes are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act of 1933, as amended, except in certain limited circumstances; and (x) for purposes of federal securities laws, that no market for the Note TIF Notes exists and no market for the Note TIF Notes is intended to be developed. (c) Notwithstanding Sections (a) and (b) above, the Master Redeveloper may assign and pledge the Note to secure any loan financing the costs of the Project and may transfer the Note to: (i) any entity controlling, controlled by or under common control with the Master Redeveloper; (ii) any entity in which the majority equity interest is owned by the parties that have a majority equity interest in the Master Redeveloper; or (iii) any Affiliate.