Common use of No Assignment or Conveyance Clause in Contracts

No Assignment or Conveyance. The Redevelopers shall not convey, assign or transfer the Project Site, any interest therein, or this Agreement prior to substantial completion of construction of the applicable phases without the prior written consent of the CDA, which shall not be unreasonably withheld and which the CDA may make subject to any terms or conditions it reasonably deems appropriate, except for the following conveyances, which shall be permitted without consent of the CDA: (a) Any assignment as security for indebtedness (i) previously incurred by Redevelopers or incurred by Redevelopers after the Effective Date for Project costs or any subsequent physical improvements to the Project Site with the outstanding principal amount of all such indebtedness (whether incurred prior to or after the Effective Date) secured by the Project Site which shall have lien priority over the obligations of Redevelopers pursuant to this Redevelopment Agreement, or (ii) any additional or subsequent conveyance as security for indebtedness incurred by Redevelopers for Project costs or any subsequent physical improvements to the Project Site provided that any such conveyance shall be subject to the obligations of Redevelopers pursuant to this Redevelopment Agreement. (b) Any conveyance of a lot in the Project Site to a non-exempt third party after Redevelopers has completed construction of the Private Improvements on said lot, provided that said non-exempt third party purchaser agrees to assume all obligations of Redevelopers under this Agreement with respect to said lot including, without limitation, the obligation to maintain the Minimum Phase Valuation, as applicable, and to make a payment in lieu of taxes, as provided in Section 4.04(b) above. (c) Any conveyance, assignment or transfer of a membership interest in the Row to an investor in such affordable project.

No Assignment or Conveyance. The Redevelopers Redeveloper shall not convey, assign or transfer the Redevelopment Area, the Project Site, or any interest therein, or this Agreement therein prior to substantial completion of construction the termination of the applicable phases 15 year period commencing on the effective date specified in Section 3.01 hereof, without the prior written consent of the CDAVillage, which the Village shall grant or deny within fifteen (15) days of receipt of written request from Redeveloper, which consent shall not be unreasonably withheld withheld, and which the CDA Village may make subject to any terms or conditions it reasonably deems appropriate, except for the following conveyances, which shall be permitted without consent of the CDAVillage: (a) Any assignment any conveyance as security for indebtedness (i) previously incurred by Redevelopers or incurred by Redevelopers after the Effective Date Redeveloper for Project costs Costs or any subsequent physical improvements to the Project Site with the outstanding principal amount of all such indebtedness (whether incurred prior to or after the Effective Date) secured by the Project Site which shall have lien priority over the obligations of Redevelopers pursuant to this Redevelopment AgreementArea, or (ii) any additional or subsequent conveyance as security for indebtedness incurred by Redevelopers for Project costs or any subsequent physical improvements to the Project Site provided that any such conveyance shall be subject to the obligations of Redevelopers the Redeveloper pursuant to this Redevelopment Agreement.Contract: (b) Any any conveyance of a lot in the Project Site to a non-exempt third party after Redevelopers has completed construction any person or entity which owns more than 50% of the Private Improvements on said lotvoting equity interests of Redeveloper (if Redeveloper is a corporation, partnership, limited liability company or other entity) or with respect to which Redeveloper owns more than 50% of the voting equity interests, provided that said non-exempt third party purchaser any such successor owner of the Project agrees to assume all obligations of Redevelopers under the Redeveloper and be bound by all terms and conditions of this Agreement with respect to said lot including, without limitation, the obligation to maintain the Minimum Phase Valuation, as applicable, and to make a payment in lieu of taxes, as provided in Section 4.04(b) above.Redevelopment Contract; (c) Any conveyanceif Redeveloper is a corporation, assignment partnership or transfer limited liability company, any merger, consolidation. split off, split-up, spin off or other reorganization of Redeveloper which does not result in a membership interest in substantial change of control or management of the Row Redeveloper, provided that any such successor owner of the Project agrees to an investor in such affordable projectassume all obligations of the Redeveloper and be bound by all terms and conditions of this Redevelopment Contract.

No Assignment or Conveyance. The Redevelopers Redeveloper shall not convey, assign or transfer the Redevelopment Area, the Project Site, or any interest therein, or this Agreement therein prior to substantial completion of construction the termination of the applicable phases 15 year period commencing on the effective date specified in Section 3.01 hereof, without the prior written consent of the CDACity, which the City shall grant or deny within fifteen (15) days of receipt of written request from Redeveloper, which consent shall not be unreasonably withheld withheld, and which the CDA City may make subject to any terms or conditions it reasonably deems appropriate, except for the following conveyances, which shall be permitted without consent of the CDACity: (a) Any assignment any conveyance as security for indebtedness (i) previously incurred by Redevelopers or incurred by Redevelopers after the Effective Date Redeveloper for Project costs Costs or any subsequent physical improvements to the Project Site with the outstanding principal amount of all such indebtedness (whether incurred prior to or after the Effective Date) secured by the Project Site which shall have lien priority over the obligations of Redevelopers pursuant to this Redevelopment AgreementArea, or (ii) any additional or subsequent conveyance as security for indebtedness incurred by Redevelopers for Project costs or any subsequent physical improvements to the Project Site provided that any such conveyance shall be subject to the obligations of Redevelopers the Redeveloper pursuant to this Redevelopment Agreement.Contract; (b) Any any conveyance of a lot in the Project Site to a non-exempt third party after Redevelopers has completed construction any person or entity which owns more than 50% of the Private Improvements on said lotvoting equity interests of Redeveloper (if Redeveloper is a corporation, partnership, limited liability company or other entity) or with respect to which Redeveloper owns more than 50% of the voting equity interests, provided that said non-exempt third party purchaser any such successor owner of the Project agrees to assume all obligations of Redevelopers under the Redeveloper and be bound by all terms and conditions of this Agreement with respect to said lot including, without limitation, the obligation to maintain the Minimum Phase Valuation, as applicable, and to make a payment in lieu of taxes, as provided in Section 4.04(b) above.Redevelopment Contract; (c) Any conveyanceif Redeveloper is a corporation, assignment partnership or transfer limited liability company, any merger, consolidation, split off, split-up, spin off or other reorganization of Redeveloper which does not result in a membership interest in substantial change of control or management of the Row Redeveloper, provided that any such successor owner of the Project agrees to an investor in such affordable projectassume all obligations of the Redeveloper and be bound by all terms and conditions of this Redevelopment Contract.

No Assignment or Conveyance. The Redevelopers Redeveloper shall not convey, assign or transfer the Project Site, Site or any interest therein, or this Agreement therein prior to substantial completion of construction of the applicable phases Project without the prior written consent of the CDA, which shall not be unreasonably withheld and which the CDA may make subject to any terms or conditions it reasonably deems appropriate, except for the following conveyancesconveyance, which shall be permitted without consent of the CDA: (a) Any assignment : any conveyance as security for indebtedness indebtedness: (i) previously incurred by Redevelopers Redeveloper or incurred by Redevelopers Redeveloper after the Effective Date effective date for Project costs or any subsequent physical improvements to the Project Site premises with the outstanding principal amount of all such indebtedness (whether incurred prior to or after the Effective Dateeffective date of this Redevelopment Agreement) secured by the Project Site which shall have lien priority over the obligations of Redevelopers Redeveloper pursuant to this Redevelopment Agreement, or (ii) any additional or subsequent conveyance as security for indebtedness incurred by Redevelopers Redeveloper for Project costs or any subsequent physical improvements to the Project Site premises provided that any such conveyance shall be subject to the obligations of Redevelopers Redeveloper pursuant to this Redevelopment Agreement. (b) Any conveyance . After Redeveloper has completed construction of a lot in the Private Improvements and Public Improvements, Redeveloper shall have the right, without the consent of the CDA, to transfer and convey the Project Site to a non-exempt third party after Redevelopers has completed construction of the Private Improvements on said lotpurchaser, provided that said non-exempt third party purchaser agrees to assume all the obligations of Redevelopers Redeveloper under this Agreement with respect to said lot includingRedevelopment Agreement, without limitation, including the obligation to maintain the Minimum Phase Valuation, as applicable, and to make a payment in lieu of taxes, as provided in Section 4.04(b) aboveProperty Valuation during the TIF Period. (c) Any conveyance, assignment or transfer of a membership interest in the Row to an investor in such affordable project.

No Assignment or Conveyance. The Redevelopers (a) Redeveloper shall not convey, assign or transfer the Project Site, Site or any interest therein, or this Agreement therein prior to substantial completion of construction of the applicable phases Project without the prior written consent of the CDA, which shall not be unreasonably withheld and which the CDA may make subject to any terms or conditions it reasonably deems appropriate, except for the following conveyancesconveyance, which shall be permitted without consent of the CDA: (a) Any assignment : any conveyance as security for indebtedness indebtedness: (i) previously incurred by Redevelopers Redeveloper or incurred by Redevelopers Redeveloper after the Effective Date effective date for Project costs or any subsequent physical improvements to the Project Site premises with the outstanding principal amount of all such indebtedness (whether incurred prior to or after the Effective Dateeffective date of this Redevelopment Agreement) secured by the Project Site which shall have lien priority over the obligations of Redevelopers Redeveloper pursuant to this Redevelopment Agreement, or (ii) any additional or subsequent conveyance as security for indebtedness incurred by Redevelopers Redeveloper for Project costs or any subsequent physical improvements to the Project Site premises provided that any such conveyance shall be subject to the obligations of Redevelopers Redeveloper pursuant to this Redevelopment Agreement. (b) Any conveyance After Redeveloper has completed construction of a lot in the Private Improvements and Public Improvements, Redeveloper shall have the right, without the consent of the CDA, to transfer and convey the Project Site to a non-exempt third party after Redevelopers has completed construction of the Private Improvements on said lotpurchaser, provided that said non-exempt third party purchaser agrees to assume all the obligations of Redevelopers Redeveloper under this Agreement with respect to said lot includingRedevelopment Agreement, without limitation, including the obligation to maintain the Minimum Phase Valuation, as applicable, and to make a payment in lieu of taxes, as provided in Section 4.04(b) aboveProperty Valuation during the TIF Period. (c) Any conveyance, assignment or transfer of a membership interest in the Row to an investor in such affordable project.

No Assignment or Conveyance. The Redevelopers (a) Redeveloper shall not convey, assign or transfer the Project Site, Site or any interest therein, or this Agreement therein prior to substantial completion of construction of the applicable phases Project without the prior written consent of the CDA, which shall not be unreasonably withheld and which the CDA may make subject to any terms or conditions it reasonably deems appropriate, except for the following conveyancesconveyance, which shall be permitted without consent of the CDA: (a) Any assignment : any conveyance as security for indebtedness indebtedness: (i) previously incurred by Redevelopers Redeveloper or incurred by Redevelopers Redeveloper after the Effective Date effective date for Project costs or any subsequent physical improvements to the Project Site premises with the outstanding principal amount of all such indebtedness (whether incurred prior to or after the Effective Dateeffective date of this Agreement) secured by the Project Site which shall have lien priority over the obligations of Redevelopers Redeveloper pursuant to this Redevelopment Agreement, or (ii) any additional or subsequent conveyance as security for indebtedness incurred by Redevelopers Redeveloper for Project costs or any subsequent physical improvements to the Project Site premises provided that any such conveyance shall be subject to the obligations of Redevelopers Redeveloper pursuant to this Redevelopment Agreement. (b) Any conveyance After Redeveloper has completed construction of a lot in the Private Improvements and Public Improvements, Redeveloper shall have the right, without the consent of the CDA, to transfer and convey the Project Site to a non-exempt third party after Redevelopers has completed construction of the Private Improvements on said lotpurchaser, provided that said non-exempt third party purchaser agrees to assume all the obligations of Redevelopers Redeveloper under this Agreement with respect to said lot includingAgreement, without limitation, including the obligation to maintain the Minimum Phase Valuation, as applicable, and to make a payment in lieu of taxes, as provided in Section 4.04(b) aboveProperty Valuation during the TIF Period. (c) Any conveyance, assignment or transfer of a membership interest in the Row to an investor in such affordable project.

No Assignment or Conveyance. The Redevelopers Redeveloper shall not convey, assign or transfer the Redevelopment Area, the Project Site, or any interest therein, or this Agreement therein prior to substantial completion of construction the termination of the applicable phases 15 year period commencing on the effective date specified in Section 3.01 hereof, without the prior written consent of the CDAAuthority, which the Authority shall grant or deny within fifteen (15) days of receipt of written request from Redeveloper, which consent shall not be unreasonably withheld withheld, and which the CDA Authority may make subject to any terms or conditions it reasonably deems appropriate, except for the following conveyances, which shall be permitted without consent of the CDAAuthority: (a) Any assignment any conveyance as security for indebtedness (i) previously incurred by Redevelopers or incurred by Redevelopers after the Effective Date Redeveloper for Project costs Costs or any subsequent physical improvements to the Project Site with the outstanding principal amount of all such indebtedness (whether incurred prior to or after the Effective Date) secured by the Project Site which shall have lien priority over the obligations of Redevelopers pursuant to this Redevelopment AgreementArea, or (ii) any additional or subsequent conveyance as security for indebtedness incurred by Redevelopers for Project costs or any subsequent physical improvements to the Project Site provided that any such conveyance shall be subject to the obligations of Redevelopers the Redeveloper pursuant to this Redevelopment Agreement.Contract; (b) Any any conveyance of a lot in the Project Site to a non-exempt third party after Redevelopers has completed construction any person or entity which owns more than 50% of the Private Improvements on said lotvoting equity interests of Redeveloper (if Redeveloper is a corporation, partnership, limited liability company or other entity) or with respect to which Redeveloper owns more than 50% of the voting equity interests, provided that said non-exempt third party purchaser any such successor owner of the Project agrees to assume all obligations of Redevelopers under the Redeveloper and be bound by all terms and conditions of this Agreement with respect to said lot including, without limitation, the obligation to maintain the Minimum Phase Valuation, as applicable, and to make a payment in lieu of taxes, as provided in Section 4.04(b) above.Redevelopment Contract; (c) Any conveyanceif Redeveloper is a corporation, assignment partnership or transfer limited liability company, any merger, consolidation, split off, split-up, spin off or other reorganization of Redeveloper which does not result in a membership interest in substantial change of control or management of the Row Redeveloper, provided that any such successor owner of the Project agrees to an investor in such affordable projectassume all obligations of the Redeveloper and be bound by all terms and conditions of this Redevelopment Contract.

No Assignment or Conveyance. The Redevelopers Redeveloper shall not convey, assign or transfer the Redevelopment Area, the Project Site, or any interest therein, or this Agreement therein prior to substantial completion of construction the termination of the applicable phases 15 year period commencing on the effective date specified in Section 3.01 hereof, without the prior written consent of the CDAAuthority, which the Authority shall grant or deny within fifteen (15) days of receipt of written request from Redeveloper, which consent shall not be unreasonably withheld withheld, and which the CDA Authority may make subject to any terms or conditions it reasonably deems appropriate, except for the following conveyances, which shall be permitted without consent of the CDAAuthority: (a) Any assignment any conveyance as security for indebtedness (i) previously incurred by Redevelopers or incurred by Redevelopers after the Effective Date Redeveloper for Project costs Costs or any subsequent physical improvements to the Project Site with the outstanding principal amount of all such indebtedness (whether incurred prior to or after the Effective Date) secured by the Project Site which shall have lien priority over the obligations of Redevelopers pursuant to this Redevelopment AgreementArea, or (ii) any additional or subsequent conveyance as security for indebtedness incurred by Redevelopers for Project costs or any subsequent physical improvements to the Project Site provided that any such conveyance shall be subject to the obligations of Redevelopers the Redeveloper pursuant to this Redevelopment Agreement.Contract; (b) Any any conveyance of a lot in the Project Site to a non-exempt third party after Redevelopers has completed construction any person or entity which owns more than 50% of the Private Improvements on said lotvoting equity interests of Redeveloper (if Redeveloper’s a corporation, partnership, limited liability company or other entity) or with respect to which Redeveloper owns more than 50% of the voting equity interests, provided that said non-exempt third party purchaser any such successor owner of the Project agrees to assume all obligations of Redevelopers under the Redeveloper and be bound by all terms and conditions of this Agreement with respect to said lot including, without limitation, the obligation to maintain the Minimum Phase Valuation, as applicable, and to make a payment in lieu of taxes, as provided in Section 4.04(b) above.Redevelopment Contract; (c) Any conveyanceif Redeveloper is a corporation, assignment partnership or transfer limited liability company, any merger, consolidation, split off, split-up, spin off or other reorganization of Redeveloper which does not result in a membership interest in substantial change of control or management of the Row Redeveloper, provided that any such successor owner of the Project agrees to an investor in such affordable projectassume all obligations of the Redeveloper and be bound by all terms and conditions of this Redevelopment Contract.