Common use of No Assignment or Conveyance Clause in Contracts

No Assignment or Conveyance. Developer shall not convey, assign or transfer the Premises, the Project or any interest therein prior to the termination of the 15 year period commencing on the effective date specified in the Section 3.01 hereof, without the prior written consent of the Agency, which the Agency shall grant or deny within fifteen (15) days of receipt of written request from Developer, which consent shall not be unreasonably withheld, and which the Agency may make subject to any terms or conditions it deems appropriate, except for the following conveyances, which shall be permitted without consent of Agency: (1) Any conveyance as security for indebtedness incurred by Developer for Project Costs or any subsequent physical improvements to the Premises, provided that any such conveyance shall be subject to the obligations of the Developer pursuant to this Redevelopment Contract; (2) Any conveyance to any person or entity which owns more than 50% of the voting equity interests of Developer (if Developer is a corporation, partnership, limited liability company or other entity) or with respect to which Developer owns more than 50% of the voting equity interests, provided that any such successor owner of the Project agrees to assume all obligations of the Developer and be bound by all terms and conditions of this Redevelopment Contract; (3) If Developer is a corporation, partnership or limited liability company, any merger, consolidation, split off, split-up, spin off or other reorganization of Developer which does not result in a substantial change of control or management of the Developer, provided that any such successor owner of the Project agrees to assume all obligations of the Developer and be bound by all terms and conditions of this Redevelopment Contract.

No Assignment or Conveyance. Developer shall not convey, assign or transfer the Premises, the Project or any interest therein prior to the termination of the 15 year period commencing on the effective date specified in the Section 3.01 hereof, without the prior written consent of the Agency, which the Agency shall grant or deny within fifteen (15) days of receipt of written request from Developer, which consent shall not be unreasonably withheld, and which the Agency may make subject to any terms or conditions it deems appropriate, except for the following conveyances, which shall be permitted without consent of Agency: (1) Any conveyance as security for indebtedness incurred by Developer for Project Costs or any subsequent physical improvements to the Premises, provided that any such conveyance shall be subject to the obligations of the Developer pursuant to this Redevelopment Contract; (2) Any conveyance to any person or entity which owns more than 50% of the voting equity interests of Developer (if Developer is a corporation, partnership, limited liability company or other entity) or with respect to which Developer owns more than 50% of the voting equity interests, provided that any such successor owner of the Project agrees to assume all obligations of the Developer and be bound by all terms and conditions of this Redevelopment Contract; (3) If Developer is a corporation, partnership or limited liability company, any merger, consolidation, split off, split-up, spin off or other reorganization of Developer which does not result in a substantial change of control or management of the Developer, provided that any such successor owner of the Project agrees to assume all obligations of the Developer and be bound by all terms and conditions of this Redevelopment Contract. (4) If Developer is a corporation, partnership or limited liability company, and if Developer sells all or substantially all of Developer’s assets to an entity (the “Purchaser”), the Developer can convey to the Purchaser or an entity that is under common control with Purchaser (the “Successor Owner”) provided that any such Successor Owner agrees to assume all obligations of the Developer and be bound by all terms and conditions of this Redevelopment Contract.