Common use of Prohibition Against Transfers of Interests in Redeveloper Clause in Contracts

Prohibition Against Transfers of Interests in Redeveloper. Redeveloper recognizes the importance of the Redevelopment Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Agreement, particularly in view of the public aids that may be made available for the purpose of making such redevelopment possible. The Township considers that a Transfer 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, is for practical purposes a Transfer or disposition of the Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Agreement with Redeveloper, and, in so doing, the Township 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 of the Project (or applicable phase thereof) as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (which approval shall not be unreasonably withheld), Redeveloper agrees for itself and all successors in interest that there shall be no Transfer of (i) the Project Site, (ii) any equity interest in Redeveloper, nor (iii) any direct or indirect change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger, or otherwise. The Township recognizes that implementation of the Project may involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (A) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as to the applicable phase of the Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper's and the joint venture's obligations; (B) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under this Agreement; and (C) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. The Transfer or Transfers of a non-controlling interest or interests in the Redeveloper that do not result in a change in control of Redeveloper as set forth in the operating agreement shall not constitute a prohibited Transfer. The death or incapacity of a principal of a member of Redeveloper shall not constitute a prohibited Transfer hereunder. With respect to this provision, Redeveloper and the party or parties signing the Redevelopment Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members of Redeveloper and to bind them with respect thereto.

Prohibition Against Transfers of Interests in Redeveloper. Redeveloper recognizes the importance of the Redevelopment Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Agreement, particularly in view of the public aids that may have been or will be made available for the purpose of making such redevelopment possible. The Township considers that a Transfer 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, is for practical purposes a Transfer or disposition of the Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Agreement with Redeveloper, and, in so doing, the Township 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 of the Project (or applicable phase Phase thereof) as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (which approval shall not be unreasonably withheld), ) Redeveloper agrees for itself and all successors in interest that there shall be no Transfer of (i) Transfer of the Project Site, (ii) any equity interest in RedeveloperProperty, nor (iiiii) any direct or indirect change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger, or otherwise. The Township recognizes that implementation of the Project may is likely to involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (Ai) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as to the applicable phase Phase of the Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper's ’s and the joint venture's ’s obligations; (Bii) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under this Agreement; and (Ciii) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. The Transfer or Transfers of a non-non- controlling interest or interests in the Redeveloper that do not result in a change in control of Redeveloper as set forth in the operating agreement Operating Agreement shall not constitute a prohibited Transfer. The death or incapacity of a principal of a member of the Redeveloper shall not constitute a prohibited Transfer hereunder. With respect to this provision, Redeveloper and the party or parties signing the Redevelopment Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members of Redeveloper and to bind them with respect thereto.

Prohibition Against Transfers of Interests in Redeveloper. Redeveloper recognizes the importance of the Redevelopment Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Agreement, particularly in view of the public aids that may have been or will be made available for the purpose of making such redevelopment possible. The Township considers that a Transfer 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, is for practical purposes a Transfer or disposition of the Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Agreement with Redeveloper, and, in so doing, the Township 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 of the Project (or applicable phase Phase thereof) as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (which approval shall not be unreasonably withheld), ) Redeveloper agrees for itself and all successors in interest that there shall be no Transfer of (i) the Project SiteTownship-Owned Property, (ii) any Designated Acquisition Parcel conveyed to Redeveloper, or (iii) any equity interest in Redeveloper, nor (iiiiv) any direct or indirect change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger, or otherwise. The Township recognizes that implementation of the Project may is likely to involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (A) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as to the applicable phase Phase of the Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper's ’s and the joint venture's ’s obligations; (B) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under this Agreement; and (C) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. The Transfer or Transfers of a non-controlling interest or interests in the Redeveloper Greenfield Member that do not result in a change in control of Redeveloper as set forth in the operating agreement Operating Agreement shall not constitute a prohibited Transfer. The death or incapacity of a principal of a member the Prism Member or the Greenfield Member of Redeveloper shall not constitute a prohibited Transfer hereunder. With respect to this provision, Redeveloper and the party or parties signing the Redevelopment Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members of Redeveloper and to bind them with respect thereto.

Prohibition Against Transfers of Interests in Redeveloper. Redeveloper recognizes the importance of the Redevelopment Phase 1 Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Agreement, particularly in view of the public aids that may have been or will be made available for the purpose of making such redevelopment possible. The Township considers that a Transfer 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 the Redeveloper or the degree thereof, is for practical purposes a Transfer or disposition of the Phase 1 Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Agreement with Redeveloper, and, and in so doing, the Township 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, except as provided herein including as provided in Section 8.2 hereof, prior to the completion of the Phase 1 Project (or applicable phase thereof) as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (which approval shall not be unreasonably withheld), ) Redeveloper agrees for itself and all successors in interest that there shall be no Transfer of (i) the Project Site, (ii) any equity interest in Redeveloper, nor (iiiii) any direct or indirect change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger, merger or otherwise. The Township recognizes that implementation of the Phase 1 Project may is likely to involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (A) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as to the applicable phase component of the Phase 1 Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper's ’s and the joint venture's ’s obligations; (B) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under this Agreement; and (C) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. The Transfer or Transfers of a non-controlling interest or interests in the Redeveloper that do not result in a change in control of Redeveloper as set forth in the operating agreement shall not constitute a prohibited Transfer. The death or incapacity of a principal of a member of Redeveloper shall not constitute a prohibited Transfer hereunder. With respect to this provision, Redeveloper and the party or parties signing the Redevelopment this Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members of Redeveloper and to bind them with respect thereto.

Prohibition Against Transfers of Interests in Redeveloper. (a) Redeveloper recognizes the importance of the Redevelopment Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Redevelopment Agreement. Notwithstanding anything set forth herein, particularly in view it is expressly understood and agreed that, after completion of construction of the public aids that may Project and the recording of a Certificate of Completion in substantially the form provided in Exhibit D hereto, any Transfer of any ownership interest in the Redeveloper shall be made available for permitted and in no way be prohibited, provided such Transfer is consistent with the purpose requirements of making such redevelopment possiblethis Agreement. The Township considers that a Transfer that, until the completion of construction of the ownership in Redeveloper or Project and the recording of a substantial part thereofCertificate of Completion, or any other act or transaction involving or resulting a change of Control in a significant change in the ownership of or with respect to the identity of the parties in control of Redeveloper or the degree thereofRedeveloper, is for practical purposes a Transfer or disposition of the Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Redevelopment Agreement with Redeveloper, and, in so doing, the Township is relying on the obligations of Redeveloper and not some other person or entity Person for the faithful performance of all undertakings and covenants to be performed by Redeveloper hereunder. As a resultBased upon the foregoing, except for Permitted Transfers, prior to completion Completion of the Project (or applicable phase thereof) as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (which approval shall not be unreasonably withheld), Redeveloper agrees for itself and all successors in interest that there shall be no Transfer, including a change in Control of Redeveloper and a Substantial Membership Transfer. Notwithstanding the foregoing, any Transfer of ownership interests of greater than ten percent (i10%) (including, without limitation, any such Transfer which takes place after the Project Site, (ii) any equity interest in Redeveloper, nor (iii) any direct or indirect change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger, or otherwise. The Township recognizes that implementation completion of the Project may involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (A) that such joint venture entity assumes all the recording of the obligations Certificate of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as Completion) shall be disclosed to the applicable phase of the Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper's and the joint venture's obligations; Township Committee in writing at least ten (B10) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability days prior to enforce its rights under this Agreement; and (C) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. The Transfer or Transfers of a non-controlling interest or interests in the Redeveloper that do not result in a change in control of Redeveloper as set forth in the operating agreement shall not constitute a prohibited such Transfer. The death or incapacity of a principal of a member of Redeveloper shall not constitute a prohibited Transfer hereunder. With respect to this provision, Redeveloper and the party or parties signing the Redevelopment Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members of Redeveloper and to bind them with respect thereto.

Prohibition Against Transfers of Interests in Redeveloper. Redeveloper recognizes the importance of the Redevelopment Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township Redevelopment Entity in entering into this Agreement, particularly in view of the public aids that may have been or will be made available for the purpose of making such redevelopment possible. The Township Redevelopment Entity considers that a Transfer 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 transfer or disposition of the ProjectProject then owned by Redeveloper. Redeveloper recognizes that it is because of such qualifications and identity that the Township Redevelopment Entity is entering into this Agreement with Redeveloper, and, in so doing, the Township 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 of the Project (or applicable phase thereof) as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (Redevelopment Entity, which approval shall not be unreasonably withheld), or unless specifically authorized elsewhere herein, Redeveloper agrees for itself and all successors any successor in interest that there that: (1) There shall be no Transfer 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 (ia) 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 Siteor a portion thereof and/or any subsequent assignments of said investor’s interest in Redeveloper, (iid) a transfer to an affiliate of the Redeveloper, provided that Redeveloper shall remain the managing member. Transfers described in clauses (a) through (d) herein shall always be permitted without a need to obtain the Redevelopment Entity’s consent, whether before or after Completion. (2) Nor shall such owner or successor in interest make, or suffer to be made, any other change in the ownership of any equity interest in Redeveloper, nor (iii) any direct or indirect change with respect to the identity of the parties in control of Redeveloper as it exists on or the Effective Daterelative degrees of their control, by any other method or means, whether by changes in increased capitalization, mergermerger with another corporate, partnership or limited liability entity, or otherwise. The Township recognizes that implementation of the Project may involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements otherwise in good faith, and will not unreasonably withhold its consent to any such arrangement provided (A) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals cases except as to the applicable phase of the Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper's and the joint venture's obligations; (B) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under otherwise permitted by this Agreement; and (C) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. The Transfer or Transfers of a non-controlling interest or interests in the Redeveloper that do not result in a change in control of Redeveloper as set forth in the operating agreement shall not constitute a prohibited Transfer. The death or incapacity of a principal of a member of Redeveloper shall not constitute a prohibited Transfer hereunder. With respect to this provision, Redeveloper and the party or parties party(ies) signing the Redevelopment this Agreement on behalf of Redeveloper represent that each party has authority of all its owners to agree to this provision on their behalf of the current members of Redeveloper and to bind them with respect thereto. For the purpose of this Agreement, the term “owners” is defined to include the general partners of a partnership, the stockholders of a corporation or the members of a limited liability company.

Prohibition Against Transfers of Interests in Redeveloper. (a) Redeveloper recognizes the importance of the Redevelopment Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Redevelopment Agreement, particularly in view of the public aids that may be made available for the purpose of making such redevelopment possible. The Township considers that a Transfer change of Control in Redeveloper, a change in the Managing Member of Redeveloper, or the transfer of fifty percent (50%) or more of the ownership interest in Redeveloper or of a substantial part thereof, or to any Person 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 thereofthan an Institution, is for practical purposes a Transfer or disposition of the Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Redevelopment Agreement with Redeveloper, and, in so doing, the Township is relying on the obligations of Redeveloper and not some other person or entity Person for the faithful performance of all undertakings and covenants to be performed by Redeveloper hereunder. As a result, except for Permitted Transfers, prior to completion Completion of the Project (or applicable phase thereof) as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (Township, which approval shall not be unreasonably withheld), conditioned or delayed, Redeveloper agrees for itself and all successors in interest that there shall be no change in Control of Redeveloper, there shall be no change in the Managing Member of Redeveloper, nor shall there by any transfer of fifty percent (50%) or more of the ownership interest in Redeveloper to any Person other than an Institution. At all times during the term of this Redevelopment Agreement, Xxxxxx Xxxxxx, or an Affiliate of Xxxxxx Xxxxxx, shall maintain ownership of at least fifty percent (50%) of the managing member interest in the Redeveloper. At all times, Xxxxxx Xxxxxx shall control the managing member and the managing member shall control the Redeveloper. (b) The Township hereby consents, without the necessity of further approvals from any entity, to the following Transfers (each, a “Permitted Transfer”): (i) A Mortgage or related security granted by Redeveloper to a Mortgagee for the purpose of obtaining the financing necessary to enable Redeveloper to perform its obligations under this Redevelopment Agreement, including any Mortgage or Mortgages and other liens and encumbrances granted by Redeveloper to a Mortgagee for the purpose of financing costs associated with the lease, development, construction, or marketing of the Project and not any transaction or project unrelated to the Project; provided, however, that Redeveloper shall give the Township at least fifteen (15) days prior written notice of such Permitted Transfer, including a description of the nature of such Transfer, and the name(s) and address(es) of the Mortgagee; or (ii) Transfers of easements or dedications of portions or interests in the Property as may be required for utilities for the Project or otherwise as conditions of Governmental Approvals; (iii) Environmental covenants and restrictions imposed by a regulatory agency as a condition of any permit or approval; (iv) A lease agreement to a tenant or end user of the Project; (v) A Transfer to an Affiliate of the Redeveloper, to one of the Existing Members, or to an entity controlled by Redeveloper or one or more of the Existing Members; and (vi) A Transfer pursuant to a Foreclosure, and any Transfer by any Mortgagee or any Mortgagee’s successor and/or assigns after Foreclosure. (vii) A Transfer described in Section 3.05(c). (c) Further, notwithstanding any provisions of this Section 3.05 or any other provision of this Agreement to the contrary, Township consent is not required for: (i) the Project Siteadmission of a tax credit investor into the Redeveloper, (ii) any equity interest the transfers of ownership interests in Redevelopera tax credit investor, nor or (iii) transfers of ownership in Redeveloper by a tax credit investor entity to any direct or indirect change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger, or otherwise. The Township recognizes that implementation of the Project may involve one or more joint venture arrangements between Redeveloper and Affiliates or other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (A) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as to the applicable phase of the Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper's and the joint venture's obligations; (B) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under this Agreement; and (C) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. The Transfer or Transfers of a non-controlling interest or interests in the Redeveloper that do not result in a change in control of Redeveloper as set forth in the operating agreement shall not constitute a prohibited Transfer. The death or incapacity of a principal of a member of Redeveloper shall not constitute a prohibited Transfer hereunder. With respect to this provision, Redeveloper and the party or parties signing the Redevelopment Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members of Redeveloper and to bind them with respect theretotax credit investor.