Common use of Prohibition Against Transfer and Assignment Clause in Contracts

Prohibition Against Transfer and Assignment. For the reasons specified in Section 4.01, the Developer represents and agrees for itself, and any permitted successor in interest, that prior to completion of Developer Improvements as certified by the City, there shall be no transfer by any party of the Developer, which term shall be deemed for the purposes of this and related provisions to include successors in interest, nor shall any such party of the Developer suffer any such transfer to be made, without the approval of the Agency, where the decision shall be based upon the Agency's evaluation of the ability of said successors to construct the Improvements and to provide benefits to the community from the Site which are comparable to those benefits contemplated to be provided by the Developer from the construction to its Improvements on the Site; nor shall there, without such approval, be or be suffered to be by the Developer, or by any part of the Developer therein, any other similarly significant change in the ownership, or with respect to the identity of the parties in control of the Developer. With respect to this provision: (A) The Developer may, with written approval of the Agency, transfer or make a significant change in the ownership for the purpose of obtaining financing necessary to enable the Developer or its successor in interest to perform its obligations with respect to making the Improvements under this Agreement. A significant change in the ownership of Developer is any change which results in a diminution of the present ownership interest held by the initial organizing members of developer below Fifty One Percent (51%). (B) The Agency she be entitled to require as conditions to any such approval that: (1) Any proposed transferee shall have the qualifications and financial responsibility, as determined by the Agency, necessary and adequate to fulfill the obligations undertaken to this Agreement by the Developer. (2) The consideration payable for the transfer by the transferee or on its behalf shall not exceed an amount representing the actual costs incurred (not merely imputed), including carrying charges, to the Developer of the Site and the Developer Improvements, if any, theretofore made thereon by it. It is the intent of this provision to preclude assignment of this Agreement or transfer of the Site or any parts thereof for profit prior to the completion of the Improvements;

Prohibition Against Transfer and Assignment. For (A) The Developer further agrees, in view of (1) the reasons specified importance of the development of the Site to the general welfare of the community; and (2) the fact that a change in Section 4.01, the controlling ownership of the Developer represents and agrees for itselfmay have the same practical effect as a transfer or disposition of the property owned by the Developer; that, except as otherwise provided below, and any permitted successor in interestSections 4.1(D) and 5.4, that prior to completion no change in the ownership of Developer Improvements as certified by the CitySite, there shall be no transfer by any party or change in the majority ownership or control of the Developer, which term shall be deemed for the purposes of this and related provisions to include successors in interest, nor shall any such party of the Developer suffer any such transfer to be made, without the approval of the Agency, where the decision shall be based upon the Agency's evaluation of the ability of said successors to construct the Improvements and to provide benefits to the community from the Site which are comparable to those benefits contemplated to be provided by the Developer from the construction to its Improvements on the Site; nor shall there, without such approval, be or be suffered to be by the Developer, or by any part of the Developer therein, any other similarly significant change in the ownership, or with respect to the identity of the parties in control of the Developer. With respect to this provision: (A) The Developer may, with shall be permitted without the express written approval consent of the Agency until the time that Improvements at least equal to the Minimum Investment Amount have been constructed and installed on the Site. The Agency, ’s decision to approve or disapprove of a transfer or make a significant change in assignment shall be at the ownership Agency’s reasonable discretion, and based upon the Agency’s reasonable evaluation of the ability of the proposed successors to construct, install, maintain and operate the Improvements on the Site and to pay for the purpose of obtaining financing necessary to enable the Developer or its successor Public Improvements, as described in interest to perform its obligations with respect to making the Improvements under this Agreement. A significant change in the ownership of Developer is any change which results in a diminution of the present ownership interest held by the initial organizing members of developer below Fifty One Percent (51%). (B) The Agency she be entitled to may require as conditions to any such approval of a transfer or assignment before construction and installation of Improvements at least equal to the Minimum Investment Amount that: (1) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the Agency, necessary and adequate to fulfill the obligations undertaken pursuant to this Agreement by the Developer (which qualifications and financial resources may be less than those possessed by Developer., but still sufficient); (2) The consideration payable Any proposed transferee, by instrument in writing, shall have expressly assumed all of the obligations of the Developer under this Agreement with respect to that portion of the Site acquired by such transferee and agreed to be subject to all of the conditions and restrictions to which the Developer is subject with respect to such property; provided, that there has been submitted to the Agency for review, and the Agency has reasonably approved, all instruments and other legal documents involved in effecting transfer that are reasonably necessary for the Agency to determine that such agreement has been obtained; (3) The Developer and any subsequent transferee shall comply with such other conditions as the Agency reasonably determines are needed in order to achieve and safeguard the purposes of the Act, the Plan, and the benefits to the Agency under this Agreement, including but not limited to, the construction and installation of the Improvements and payment for the Public Improvements, or any of the obligations with respect thereto:. In the event of a transfer to an Affiliate of the Developer, the Developer shall remain fully liable for the performance of all of the duties and obligations of the Developer hereunder. In the event of a transfer to a third party (other than an Affiliate) approved by the Agency, unless specifically agreed otherwise by the Agency in writing, which agreement shall not be unreasonably withheld, Developer shall continue to be obligated for the performance of all duties and obligations hereunder with respect to the property transferred. (B) Notwithstanding the provisions of this Section 5.2, a transfer of the entire or a portion of the Site is permitted under the following circumstances: (i) a transfer by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer, or its permitted successor in interest, to perform its obligations with respect to making the Improvements under this Agreement, or (ii) a transfer to any Affiliate of the Developer. No consent of the Agency shall be required for any transfer under this Section 5.2(B) (C) Also, the Developer may transfer a portion or portions of the Site that is/are designated for housing/residential development, to (i) an Affiliate of the Developer, which shall not require Agency approval, or (ii) another developer approved by the Agency, provided such other developer is contractually bound to the Agency to timely construct and install the residential/housing units on the portion of the Site that Developer intended to or is obligated to construct under this Agreement. The Agency’s approval of such other developer shall not be unreasonably withheld and shall be given if the conditions of this subparagraph are met and the proposed developer has the qualifications and financial responsibility, as reasonably determined by the Agency, necessary and adequate to fulfill the obligations regarding the timely construction of the housing/residential units. Notwithstanding any transfer by the transferee or on its behalf shall not exceed an amount representing the actual costs incurred (not merely imputed), including carrying charges, to the Developer of a portion of the Site to a party other than an Affiliate, for construction of housing/residential units, unless specifically agreed otherwise by the Agency in writing, which consent shall not be unreasonably withheld, Developer shall continue to be obligated and responsible for the construction of such housing/residential units in accordance with this Agreement, and the Developer Improvements, if any, theretofore made thereon by it. It is the intent of this provision conditions to preclude assignment of this Agreement or transfer of the Site or any parts thereof for profit prior Developer’s eligibility to the completion of the Improvements;receive Subsidy payments and Developer’s Housing Allocation shall continue to apply.

Prohibition Against Transfer and Assignment. For (A) The Developer further agrees, in view of (1) the reasons specified importance of the development of the Site to the general welfare of the community; and (2) the fact that a change in Section 4.01, the controlling ownership of the Developer represents and agrees for itselfmay have the same practical effect as a transfer or disposition of the property owned by the Developer; that, except as otherwise provided below, and any permitted successor in interestSections 4.1(D) and 5.4, that prior to completion no change in the ownership of Developer Improvements as certified by the CitySite, there shall be no transfer by any party or change in the majority ownership or control of the Developer, which term shall be deemed for the purposes of this and related provisions to include successors in interest, nor shall any such party of the Developer suffer any such transfer to be made, without the approval of the Agency, where the decision shall be based upon the Agency's evaluation of the ability of said successors to construct the Improvements and to provide benefits to the community from the Site which are comparable to those benefits contemplated to be provided by the Developer from the construction to its Improvements on the Site; nor shall there, without such approval, be or be suffered to be by the Developer, or by any part of the Developer therein, any other similarly significant change in the ownership, or with respect to the identity of the parties in control of the Developer. With respect to this provision: (A) The Developer may, with shall be permitted without the express written approval consent of the Agency until the time that Improvements at least equal to the Minimum Investment Amount have been constructed and installed on the Site. The Agency, ’s decision to approve or disapprove of a transfer or make a significant change in assignment shall be at the ownership Agency’s reasonable discretion, and based upon the Agency’s reasonable evaluation of the ability of the proposed successors to construct, install, maintain and operate the Improvements on the Site and to pay for the purpose of obtaining financing necessary to enable the Developer or its successor Public Improvements, as described in interest to perform its obligations with respect to making the Improvements under this Agreement. A significant change in the ownership of Developer is any change which results in a diminution of the present ownership interest held by the initial organizing members of developer below Fifty One Percent (51%). (B) The Agency she be entitled to may require as conditions to any such approval of a transfer or assignment before construction and installation of Improvements at least equal to the Minimum Investment Amount that: (1) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the Agency, necessary and adequate to fulfill the obligations undertaken pursuant to this Agreement by the Developer (which qualifications and financial resources may be less than those possessed by Developer., but still sufficient); (2) The consideration payable Any proposed transferee, by instrument in writing, shall have expressly assumed all of the obligations of the Developer under this Agreement with respect to that portion of the Site acquired by such transferee and agreed to be subject to all of the conditions and restrictions to which the Developer is subject with respect to such property; provided, that there has been submitted to the Agency for review, and the Agency has reasonably approved, all instruments and other legal documents involved in effecting transfer that are reasonably necessary for the Agency to determine that such agreement has been obtained; (3) The Developer and any subsequent transferee shall comply with such other conditions as the Agency reasonably determines are needed in order to achieve and safeguard the purposes of the Act, the Plan, and the benefits to the Agency under this Agreement, including but not limited to, the construction and installation of the Improvements and payment for the Public Improvements, or any of the obligations with respect thereto:. In the event of a transfer to an Affiliate of the Developer other than a TRS, the Developer shall remain fully liable for the performance of all of the duties and obligations of the Developer hereunder. In the event of a transfer to a third party (other than a TRS or Affiliate) approved by the Agency, unless specifically agreed otherwise by the Agency in writing, which agreement shall not be unreasonably withheld, Developer shall continue to be obligated for the performance of all duties and obligations hereunder with respect to the property transferred. (B) Notwithstanding the provisions of this Section 5.2, a transfer of the entire or a portion of the Site is permitted under the following circumstances: (i) a transfer by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer, or its permitted successor in interest, to perform its obligations with respect to making the Improvements under this Agreement, or (ii) a transfer to any Affiliate of the Developer. No consent of the Agency shall be required for any transfer under this Section 5.2(B) (C) Also, the Developer may transfer a portion or portions of the Site that is/are designated for housing/residential development, to (i) a TRS or other Affiliate of the Developer, which shall not require Agency approval, or (ii) another developer approved by the Agency, provided such other developer is contractually bound to the Agency to timely construct and install the residential/housing units on the portion of the Site that Developer intended to or is obligated to construct under this Agreement. The Agency’s approval of such other developer shall not be unreasonably withheld and shall be given if the conditions of this subparagraph are met and the proposed developer has the qualifications and financial responsibility, as reasonably determined by the Agency, necessary and adequate to fulfill the obligations regarding the timely construction of the housing/residential units. Notwithstanding any transfer by the transferee or on its behalf shall not exceed an amount representing the actual costs incurred (not merely imputed), including carrying charges, to the Developer of a portion of the Site to a party other than a TRS or Affiliate, for construction of housing/residential units, unless specifically agreed otherwise by the Agency in writing, which consent shall not be unreasonably withheld, Developer shall continue to be obligated and responsible for the construction of such housing/residential units in accordance with this Agreement, and the Developer Improvements, if any, theretofore made thereon by it. It is the intent of this provision conditions to preclude assignment of this Agreement or transfer of the Site or any parts thereof for profit prior Developer’s eligibility to the completion of the Improvements;receive Subsidy payments and Developer’s Housing Allocation shall continue to apply.

Prohibition Against Transfer and Assignment. For (A) The Developer further agrees, in view of (1) the reasons specified importance of the development of the Site to the general welfare of the community; and (2) the fact that a change in Section 4.01, the controlling ownership of the Developer represents and agrees for itselfmay have the same practical effect as a transfer or disposition of the property owned by the Developer; that, except as otherwise provided below, and any permitted successor in interestSections 4.1(D) and 5.4, that prior to completion no change in the ownership of Developer Improvements as certified by the CitySite, there shall be no transfer by any party or change in the majority ownership or control of the Developer, which term shall be deemed for the purposes of this and related provisions to include successors in interest, nor shall any such party of the Developer suffer any such transfer to be made, without the approval of the Agency, where the decision shall be based upon the Agency's evaluation of the ability of said successors to construct the Improvements and to provide benefits to the community from the Site which are comparable to those benefits contemplated to be provided by the Developer from the construction to its Improvements on the Site; nor shall there, without such approval, be or be suffered to be by the Developer, or by any part of the Developer therein, any other similarly significant change in the ownership, or with respect to the identity of the parties in control of the Developer. With respect to this provision: (A) The Developer may, with shall be permitted without the express written approval consent of the Agency until the time that Improvements at least equal to the Minimum Investment Amount have been constructed and installed on the Site. The Agency, ’s decision to approve or disapprove of a transfer or make a significant change in assignment shall be at the ownership Agency’s reasonable discretion, and based upon the Agency’s reasonable evaluation of the ability of the proposed successors to construct, install, maintain and operate the Improvements on the Site and to pay for the purpose of obtaining financing necessary to enable the Developer or its successor Public Improvements, as described in interest to perform its obligations with respect to making the Improvements under this Agreement. A significant change in the ownership of Developer is any change which results in a diminution of the present ownership interest held by the initial organizing members of developer below Fifty One Percent (51%). (B) The Agency she be entitled to may require as conditions to any such approval of a transfer or assignment before construction and installation of Improvements at least equal to the Minimum Investment Amount that: (1) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the Agency, necessary and adequate to fulfill the obligations undertaken pursuant to this Agreement by the Developer (which qualifications and financial resources may be less than those possessed by Developer., but still sufficient); (2) The consideration payable Any proposed transferee, by instrument in writing, shall have expressly assumed all of the obligations of the Developer under this Agreement with respect to that portion of the Site acquired by such transferee and agreed to be subject to all of the conditions and restrictions to which the Developer is subject with respect to such property; provided, that there has been submitted to the Agency for review, and the Agency has reasonably approved, all instruments and other legal documents involved in effecting transfer that are reasonably necessary for the Agency to determine that such agreement has been obtained; (3) The Developer and any subsequent transferee shall comply with such other conditions as the Agency reasonably determines are needed in order to achieve and safeguard the purposes of the Act, the Plan, and the benefits to the Agency under this Agreement, including but not limited to, the construction and installation of the Improvements and payment for the Public Improvements, or any of the obligations with respect thereto:. In the event of a transfer to an Affiliate of the Developer other than a TRS, the Developer shall remain fully liable for the performance of all of the duties and obligations of the Developer hereunder. In the event of a transfer to a third party (other than a TRS oran Affiliate) approved by the Agency, unless specifically agreed otherwise by the Agency in writing, which agreement shall not be unreasonably withheld, Developer shall continue to be obligated for the performance of all duties and obligations hereunder with respect to the property transferred. (B) Notwithstanding the provisions of this Section 5.2, a transfer of the entire or a portion of the Site is permitted under the following circumstances: (i) a transfer by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer, or its permitted successor in interest, to perform its obligations with respect to making the Improvements under this Agreement, or (ii) a transfer to any Affiliate of the Developer. No consent of the Agency shall be required for any transfer under this Section 5.2(B) (C) Also, the Developer may transfer a portion or portions of the Site that is/are designated for housing/residential development, to (i) a TRS or otheran Affiliate of the Developer, which shall not require Agency approval, or (ii) another developer approved by the Agency, provided such other developer is contractually bound to the Agency to timely construct and install the residential/housing units on the portion of the Site that Developer intended to or is obligated to construct under this Agreement. The Agency’s approval of such other developer shall not be unreasonably withheld and shall be given if the conditions of this subparagraph are met and the proposed developer has the qualifications and financial responsibility, as reasonably determined by the Agency, necessary and adequate to fulfill the obligations regarding the timely construction of the housing/residential units. Notwithstanding any transfer by the transferee or on its behalf shall not exceed an amount representing the actual costs incurred (not merely imputed), including carrying charges, to the Developer of a portion of the Site to a party other than a TRS oran Affiliate, for construction of housing/residential units, unless specifically agreed otherwise by the Agency in writing, which consent shall not be unreasonably withheld, Developer shall continue to be obligated and responsible for the construction of such housing/residential units in accordance with this Agreement, and the Developer Improvements, if any, theretofore made thereon by it. It is the intent of this provision conditions to preclude assignment of this Agreement or transfer of the Site or any parts thereof for profit prior Developer’s eligibility to the completion of the Improvements;receive Subsidy payments and Developer’s Housing Allocation shall continue to apply.