Common use of Prohibition Against Transfer of Property and Assignment of Agreement Clause in Contracts

Prohibition Against Transfer of Property and Assignment of Agreement. For the foregoing reasons the Developer represents and agrees that until the Maturity Date: (a) The Developer has not made or created, and that it will not make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Development Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the EDA. (b) The EDA shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval that: 1. Any proposed transferee shall have the qualifications and financial responsibilities, as determined by the EDA, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer (or in the event the transfer is of or relates to part of the Development Property, such obligations to the extent that they relate to such part); 2. Any proposed transferee, by instrument in writing satisfactory to the EDA and in form recordable with the land records, shall, for itself, and assigns, and expressly for the benefit of the EDA, expressly assume all of the obligations of the Developer under this Agreement and agree to be subject to all the conditions and restrictions to which the Developer is subject (or, in the event the transfer is of or relates to part of the Development Property, such obligations, conditions and restrictions to the extent that they relate to such part) unless the Developer agrees to continue to fulfill those obligations, in which case the preceding provisions of this Section 7.2(b)(2) shall not apply: Provided, that the fact that any transferee of, or any other successor in interest whatsoever to the Development Property or any part thereof, shall, whatever the reason, not have assumed such obligations or so agreed, shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the EDA) deprive or limit the EDA of or with respect to any rights or remedies or controls with respect to being the intent that no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however consummated or occurring and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the EDA of or with respect to any rights or remedies or controls provided in or resulting from this Agreement with respect to the Development Property and the construction and acquisition of the Minimum Improvements that the EDA would have had, had there been no such transfer or change; and 3. There shall be submitted to the EDA for review all instruments and other legal documents involved in effecting transfer; and if approved by the EDA, its approval shall be indicated to the Developer in writing.

Prohibition Against Transfer of Property and Assignment of Agreement. For the foregoing reasons the Developer represents and agrees that until issuance of the Maturity Datefinal Certificate of Completion for the Minimum Improvements: (a) The Except as specifically described in this Agreement, Developer has not made or created, created and that it will not make or create, create or suffer to be made or created, created any total or partial sale, assignment, conveyance conveyance, or any trust or power, or transfer in any other mode or form of or with respect to the this Agreement or the Development Property or any part thereof or any interest thereinherein, or any contract or agreement to do any of the same, to any person or entity (collectively, a “Transfer”), without the prior written approval of the EDAAuthority’s Board of Commissioners unless ▇▇▇▇▇▇▇▇▇ remains liable and bound by this Agreement, in which event, notwithstanding anything in this Agreement to the contrary, the Authority’s approval is not required. The term “Transfer” does not include (i) encumbrances made or granted by way of security for, and only for, the purpose of obtaining construction, interim or permanent financing necessary to enable Developer or any successor in interest to the Development Property, or any part thereof, to construct the Minimum Improvements, or (ii) any lease, license, easement or similar arrangement entered into in the ordinary course of business related to operation of the Minimum Improvements. Notwithstanding anything to the contrary contained herein, prior approval by the Authority is not required for any Transfer: (1) to an Affiliate so long as the proposed transferee expressly assumes the obligations of Developer or the original member; and (2) that is involuntary resulting from the death or disability or parties in control of the members of Developer. (b) The EDA If Developer seeks to effect a Transfer which requires the approval of the Authority prior to issuance of the final Certificate of Completion for the Minimum Improvements, the Authority shall be entitled to require, except as otherwise provided in the Agreement, require as conditions to any such approval Transfer that: 1. (i) Any proposed transferee shall have the qualifications and financial responsibilitiesresponsibility, as determined by in the EDAreasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by Developer as to the Developer (or in the event the transfer is of or relates to part portion of the Development Property, such obligations Property to the extent that they relate to such part);be transferred. 2. (ii) Any proposed transferee, by instrument in writing satisfactory to the EDA Authority and in form recordable with among the land records, shall, for itself, itself and its successors and assigns, and expressly for the benefit of the EDAAuthority, have expressly assume assumed all of the obligations of the Developer under this Agreement as to the portion of the Development Property to be transferred and agree agreed to be subject to all the conditions and restrictions to which the Developer is subject (or, in the event the transfer is of or relates to part of the Development Property, such obligations, conditions and restrictions to the extent that they relate as to such part) unless the Developer agrees to continue to fulfill those obligationsportion; provided, in which case the preceding provisions of this Section 7.2(b)(2) shall not apply: Providedhowever, that the fact that any transferee of, or any other successor in interest whatsoever to to, the Development Property Property, or any part thereof, shallshall not, for whatever the reason, not have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the EDAAuthority) deprive or limit the EDA Authority of or with respect to any rights or remedies or controls with respect to the Development Property or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however consummated or occurring occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the EDA Authority of or with respect to any rights or remedies or on controls provided in or resulting from this Agreement with respect to the Development Property and the construction and acquisition of the Minimum Improvements that the EDA Authority would have had, had there been no such transfer or change; and 3. There In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be submitted deemed to relieve Developer, or any other party bound in any way by this Agreement or otherwise with respect to the EDA for review construction of the Minimum Improvements, from any of its obligations with respect thereto. (iii) Any and all instruments and other legal documents involved in effecting transfer; and if approved the Transfer of any interest in this Agreement or the Development Property governed by the EDAthis Article VIII, its approval shall be indicated in a form reasonably satisfactory to the Authority. (c) If the conditions described in Section 8.2(b) are satisfied with regard to any Transfer requiring the approval of the Authority then the Transfer will be approved and Developer in writingshall be released from its obligations under this Agreement, as to the portion of the Development Property that is transferred, assigned, or otherwise conveyed. The provisions of this Section 8.2 apply to all subsequent transferors, assuming compliance with the terms of this Article VII. (d) Upon issuance of the Certificate of Completion for the Minimum Improvements, Developer may transfer or assign the Development Property, the Minimum Improvements and/or Developer’s rights and obligations under this Agreement with respect to such property without the written consent of the Authority.

Prohibition Against Transfer of Property and Assignment of Agreement. For the foregoing reasons the (a) The Developer represents and agrees that until the Maturity Date: (a) The Developer has not made or created, and that it will not make or create, or suffer to be made or created, created any total or partial sale, assignment, conveyance conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement, the Agreement or the Development Property Facility or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a “Transfer”). The term “Transfer” does not include (i) encumbrances made or granted by way of security for, and only for, the purpose of obtaining construction, interim or permanent financing necessary to enable Developer, or any successor in interest to the Development Property, to construct the Minimum Improvements or component thereof; (ii) any lease, license, easement or similar arrangement entered into in the ordinary course of business related to operation of the Facility, or (iii) a transfer of any membership interest in the Developer, provided ▇▇▇▇▇ ▇. ▇▇▇▇▇ continues to own the majority interest in Developer and/or the Developer continues to be controlled by (as that term is defined in Section 1.1 of this Agreement) ▇▇▇▇▇ ▇. ▇▇▇▇▇ and all of the Minimum Improvements remain under common management in accordance with the Compliance Plan. In the event of a Transfer (including any Transfer to an Affiliate), the Developer shall cause a reciprocal easement agreement to be entered into in recordable form between all owners of the Development Property. The reciprocal easement agreement shall specify the rights and obligations of all owners regarding the shared streets, sidewalks, utilities, amenities and maintenance of the Development Property. (b) Until the Termination Date, without the prior written approval of the EDA. (b) The EDA shall ’s Board of Commissioners, which approval will not be entitled to requireunreasonably withheld, except as otherwise provided in the Agreementconditioned or delayed, as conditions to any such approval that: 1. Any proposed transferee shall have the qualifications and financial responsibilities, as determined by the EDA, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer (will not make or in the event the transfer is of create or relates suffer to part be made or created any Transfer of the Development Property, such obligations the Facility, or any portion thereof. (c) If the conditions described in paragraph (b) are satisfied, then the Transfer will be approved and Developer shall be automatically released from its obligation under this Agreement, as to the extent that they relate to such part); 2. Any proposed transferee, by instrument in writing satisfactory to the EDA and in form recordable with the land records, shall, for itself, and assigns, and expressly for the benefit of the EDA, expressly assume all of the obligations of the Developer under this Agreement and agree to be subject to all the conditions and restrictions to which the Developer is subject (or, in the event the transfer is of or relates to part portion of the Development PropertyProperty that is transferred, such obligationsassigned, conditions and restrictions to the extent that they relate to such part) or otherwise conveyed, unless the Developer agrees to continue to fulfill those obligations, in which case the preceding parties mutually agree otherwise. The provisions of this Section 7.2(b)(2paragraph (d) shall not apply: Provided, that the fact that any transferee of, or any other successor in interest whatsoever apply to all subsequent transferors. (d) Notwithstanding anything to the Development Property or any part thereofcontrary herein, shall, whatever the reason, not have assumed such obligations or so agreed, shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the EDA) deprive or limit the EDA of or with respect to any rights or remedies or controls with respect to being the intent that no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however consummated or occurring and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the EDA of or with respect to any rights or remedies or controls provided in or resulting from this Agreement with respect to Developer may Transfer the Development Property and the construction its rights and acquisition of the Minimum Improvements that the EDA would have hadobligations under this Agreement to an Affiliate, had there been no such transfer or change; and 3. There shall be submitted to the EDA for review all instruments and other legal documents involved in effecting transfer; and if approved without prior approval by the EDA, its approval shall provided such Transfer must be indicated effected by a written assignment and assumption between Developer and the assignee and delivered to the EDA. (e) Prior to the Termination Date, the Developer in writingshall notify the EDA of any Transfer whether or not consent of the EDA is required.

Prohibition Against Transfer of Property and Assignment of Agreement. (a) For the foregoing reasons the Developer reasons, Owner represents and agrees that until prior to the Maturity Date: (a) The Developer completion of the Minimum Improvements in accordance with the terms of this Agreement, Owner has not made or created, created and that it will not make or create, create or suffer to be made or created, created any total or partial sale, assignment, conveyance conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the this Agreement or the Development Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, same without the prior written approval of the EDACity. (b) The EDA Subparagraph (a) shall not apply to the following transfers: (1) Transfer of all or a portion of the Redevelopment Property by the Owner to any corporation, partnership, or limited liability company (i) controlling, controlled by, or under common control with the Owner or (ii) acquiring all or substantially all of the Owner’s stock or assets; (2) Grant or conveyance of a mortgage interest in the Redevelopment Property for the purpose of obtaining financing necessary to enable the Owner to perform its obligations with respect to construction of the Minimum Improvements hereunder; (3) Conveyance of any easements necessary for the Project; (4) Transfer of all or a portion of the Redevelopment Property pursuant to any sale/leaseback financing transaction. (c) In the event the Owner, upon transfer or assignment of the Redevelopment Property or any portion thereof, seeks to be released from its obligations under this Agreement, the City shall be entitled to require, except as otherwise provided in the Agreement, require as conditions to any such approval release that: (1. ) Any proposed transferee shall have the qualifications and financial responsibilitiesresponsibility, as determined by in the EDAreasonable judgment of the City, necessary and adequate to fulfill the Owner’s obligations undertaken in this Agreement by the Developer hereunder. (or in the event the transfer is of or relates to part of the Development Property, such obligations to the extent that they relate to such part); 2. ) Any proposed transferee, by instrument in writing reasonably satisfactory to the EDA City and in form recordable with among the land records, shall, for itself, itself and its successors and assigns, and expressly for the benefit of the EDACity, expressly assume have assumed all of the obligations of the Developer Owner under this Agreement to be performed from and agree after the effective date of the transfer and agreed to be subject to all of the conditions and restrictions to which the Developer Owner is subject (orsubject; provided, in the event the transfer is of or relates to part of the Development Property, such obligations, conditions and restrictions to the extent that they relate to such part) unless the Developer agrees to continue to fulfill those obligations, in which case the preceding provisions of this Section 7.2(b)(2) shall not apply: Providedhowever, that the fact that any transferee of, or any other successor in interest whatsoever to to, the Development Property Redevelopment Property, or any part thereof, shallshall not, for whatever the reason, not have assumed such obligations or so agreed, shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the EDACity) deprive or limit the EDA City of or with respect to any rights or remedies or controls with respect to the Redevelopment Property or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Development Redevelopment Property or any part thereof, or any interest therein, however consummated or occurring and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the EDA of or City with respect to any rights or rights, remedies or controls provided in or resulting from this Agreement with respect as to the Development Property and the construction and acquisition of the Minimum Improvements that the EDA City would have had, had there been no such transfer or change; and 3. There In the absence of specific written agreement by the City to the contrary, no such transfer or approval by the City thereof shall be submitted deemed to relieve the Owner, the Redeveloper, or any other party bound by this Agreement or otherwise with respect to the EDA for review construction of the Minimum Improvements, from any of its obligations with respect thereto. (3) Any and all instruments and other legal documents involved in effecting transferthe transfer of this Agreement or the Redevelopment Property shall be in a form reasonably satisfactory to the City. (4) All contracts for development services and construction of the Minimum Improvements between the Owner and the Redeveloper will likewise be assigned; and if approved provided, however, that there is no Event of Default by the EDARedeveloper or Owner hereunder. If the foregoing conditions are satisfied, its approval then the Owner shall be indicated released from its obligations under this Agreement as to the Developer in writingportion of the Redevelopment Property that is transferred, assigned or otherwise conveyed.

Prohibition Against Transfer of Property and Assignment of Agreement. For Also, for the foregoing reasons reasons, the Developer Redeveloper represents and agrees that until the Maturity Datefor itself and its successors and assigns, that: A. Except only (i) By way of security for, and only for, (a) The Developer the purpose of obtaining permitted financing necessary to enable the Redeveloper or any successor in interest to the Property, or any part thereof, to perform its obligations with respect to constructing and operating the Improvements under this Agreement, and (b) any other purpose authorized by the Agreement; and (ii) As to any individual parts or parcels of the Property on which the Improvements to be constructed thereon have been completed and which, by the terms of the Agreement, the Redeveloper is authorized to convey or lease as such Improvements are completed, the Redeveloper (except as so authorized) has not made or created, and that it will not not, prior to the completion of the Improvements, make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Development Property Property, or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the EDAAgency. (b) The EDA B. For any transfer prior to the issuance of a Certificate of Completion for relevant Improvements, the Agency shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval provided for in Section 11.3.A, that: 1. (i) Any proposed transferee shall have the qualifications and financial responsibilitiesresponsibility, as reasonably determined by the EDAAgency, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer Redeveloper (or or, in the event the transfer is of or relates to part of the Development PropertyProperty or an interest in the Redeveloper or a permitted successor or assignee of an interest in the Redeveloper, such obligations to the extent that they relate to such partpart of the Property or interest in the Redeveloper or a permitted successor or assignee); 2. (ii) Any proposed transfereetransferee of the Property or any part thereof or this Agreement or any interest hereunder, by instrument in writing satisfactory to the EDA Agency and in form recordable with among the land recordsLand Records, shall, for itself, itself and its successors and assigns, and expressly for the benefit of the EDAAgency, have expressly assume assumed all of the obligations of the Developer Redeveloper under this Agreement and agree agreed to be subject to all the conditions and restrictions to which the Developer Redeveloper is subject (or, in the event the transfer is of or relates to part of the Development Property, such obligations, conditions conditions, and restrictions to the extent that they relate to such part) unless the Developer agrees to continue to fulfill those obligations), in which case the preceding provisions of this Section 7.2(b)(2) shall not apply: Provided, provided that the fact that any transferee of, or any other successor in interest whatsoever to to, the Development Property Property, or any part thereof, shall, whatever the reason, not have assumed such obligations or so agreed, shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the EDAAgency) relieve or except such transferee or successor of or from such obligations, conditions, or restrictions, or deprive or limit the EDA Agency of or with respect to any rights or remedies or controls with respect to the Property or the construction of the Improvements; it being the intent of this, together with other provisions of this Agreement, that (to the fullest extent permitted by law and equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however consummated or occurring occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the EDA Agency of or with respect to any rights or remedies or controls provided in or resulting from this Agreement with respect to the Development Property and the construction and acquisition of the Minimum Improvements that the EDA Agency would have had, had there been no such transfer or change; and. 3. (iii) There shall be submitted to the EDA Agency for review all instruments and other legal documents involved in effecting a transfer; and and, if approved by the EDAAgency, its approval shall be indicated to the Developer Redeveloper in writing. (iv) The consideration payable for the transfer by the transferee or on its behalf shall not exceed an amount representing the actual cost (including carrying charges) to the Redeveloper of the Property (or allocable to the part thereof or interest therein transferred) and the Improvements, if any, theretofore made thereon by it; it being the intent of this provision to preclude assignment of the Agreement or transfer of the Property (or any parts thereof other than those referred to in subsection (ii), paragraph A of this section for profit prior to the completion of the Improvements and to provide that in the event any such assignment or transfer is made (and is not canceled), the Agency shall be entitled to increase the Purchase Price to the Redeveloper by the amount that the consideration payable for the assignment or transfer is in excess of the amount that may be authorized pursuant to this subsection (iv), and such consideration shall to the extent it is in excess of the amount so authorized, belong to and forthwith be paid to the Agency. (v) The Redeveloper and its transferee shall comply with such other reasonable conditions as the Agency may find desirable in order to achieve and safeguard the purpose of the Project.