Prohibition Against Assignment and Transfer. (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to completing the Project under this Agreement, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create, or suffer to be made or created any total or assignment, conveyance, or lease, or transfer in any other mode or form of or with respect to this Agreement, the Developer’s equipment located on the Development Property or its interest in the Project or the Development Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity whether or not related in any way to the Developer (collectively, a “Transfer”), without the prior written approval of the City, the ISD No. 721 and the County unless the Developer remains liable and bound by this Agreement in which event the City’s, the ISD No. 721’s and County’s approval is not required. Any such Transfer shall be subject to the provisions of this Agreement.
(b) In the event the Developer, upon Transfer, seeks to be released from its obligations under this Agreement, the City, ISD No. 721 and County shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such release that:
(i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the City, ISD No. 721 and County, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer.
(ii) Any proposed transferee, by instrument in writing satisfactory to the City and ISD No. 721 and County, shall, for itself and its successors and assigns, and expressly for the benefit of the City, ISD No. 721 and County, have expressly assumed all of the obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development Property, or any part thereof, shall not, for whatever reason, 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 City, ISD No. 721 and County) deprive t...
Prohibition Against Assignment and Transfer. (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to completing the Minimum Improvements under this Agreement, and for the purpose of refinancing such debt, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or assignment, conveyance, or lease, or transfer in any other mode or form of or with respect to this Agreement, the Minimum Improvements, the Development Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity whether or not related in any way to the Developer (collectively, a “Transfer”), without the prior written approval of the City unless the Developer remains liable and bound by this Agreement in which event the City’s approval is not required. Any such Transfer shall be subject to the provisions of Section 8.1(b) hereof.
(b) In the event the Developer, upon Transfer, seeks to be released from its obligations under this Agreement, the City shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such release that:
(i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer.
(ii) Any proposed transferee, by instrument in writing satisfactory to the City, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject; provided, however, that the fact that any transferee of, or any other successor-in-interest whatsoever to, the Minimum Improvements, the Development Property, or any part thereof, shall not, for whatever reason, 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 City) deprive the City of any rights or remedies or controls provided in this Agreement; it being the intent of the parties as expressed in this Agreement that (to the fullest exten...
Prohibition Against Assignment and Transfer. 13.1. Prohibition Against Transfers of Interests in Redeveloper. Redeveloper recognizes the importance of the Project to the general welfare of the community and that the identity of Redeveloper and its qualifications are critical to the Redevelopment Entity in entering into this Agreement, particularly in view of the public aids that have been or will be made available for the purpose of making such redevelopment possible. The Redevelopment Entity considers that a transfer in full of the ownership in Redeveloper or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in the ownership of or with respect to the identity of the parties in control of Redeveloper or the degree thereof, unless specifically authorized in this Agreement, is for practical purposes a transfer or disposition of the Project then owned by Redeveloper. Redeveloper recognizes that it is because of such qualifications and identity that the Redevelopment Entity is entering into this Agreement with Redeveloper, and, in so doing, the Redevelopment Entity is relying on the obligations of Redeveloper and not some other person or entity for the faithful performance of all undertakings and covenants to be performed by Redeveloper hereunder. As a result, prior to completion the Project as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Redevelopment Entity, which approval shall not be unreasonably withheld, or unless specifically authorized elsewhere herein, Redeveloper agrees for itself and any successor in interest that:
(1) There shall be no transfer by any one or more owner of a controlling interest in Redeveloper, or by any successor in interest to such owner(s), of any interest in Redeveloper except (a) due to death, in which case transfers to then existing Redeveloper or its members’ or other beneficial interest owners’, officers, or family members of senior management of Redeveloper or its members or other beneficial interest owners, are permissible, (b) any transfer, either directly or indirectly, of the non-managing member interest, (c) to admit an institutional investor into the ownership structure for the Redeveloper as a non-managing member to finance the Project or a portion thereof and/or any subsequent assignments of said investor’s interest in Redeveloper, (d) a transfer to an affiliate of the Redeveloper or L&M Development Partners Inc. (“L&M”), provided that (i) L&M...
Prohibition Against Assignment and Transfer. As security for the obligations of Developer under this Agreement, Developer represents and agrees that, prior to the Termination Date, Developer will maintain its existence as a company and will not wind up or otherwise dispose of all or substantially all of its assets and will not transfer, convey, or assign its interest in the Development Property, Minimum Improvements, or this Agreement to any other party unless: (i) the transferee partnership, corporation, corporation or individual assumes in writing all of the obligations of Developer under this Agreement; and (ii) the City consents thereto in writing in advance thereof, which consent shall not be unreasonably withheld, conditioned, or delayed.
Prohibition Against Assignment and Transfer. Prior to completion of the Project as evidenced by the issuance of a Certificate of Completion (unless with the prior written approval of the City, which approval shall be within the sole discretion of the City), Redeveloper agrees that there will be no transfer of any equity interest in the Redeveloper. The following would be exempt from the prohibition against transfers:
Prohibition Against Assignment and Transfer. The qualifications and identity of Participant (i.e., the sole member of the Participant entity) are of particular concern to the City Parties. In reliance of Participant’s qualifications and identity that the City Parties have entered into this Agreement. Accordingly, Participant shall not, whether voluntarily, involuntarily, or by operation of law, undergo any change in ownership or membership or assign, transfer or convey all or any part of this Agreement or any rights hereunder or in any Home or in any Rehabilitation Project.
Prohibition Against Assignment and Transfer
