Common use of Prohibition of Transfer Clause in Contracts

Prohibition of Transfer. (a) Xxxxxxxx represents, agrees and acknowledges that: (i) Development of real property is a highly complex activity which requires substantial knowledge of law and business conditions and practices, and an ability to control, coordinate and schedule the many factors affecting such development. Experience, financial stability, managerial ability and a good reputation in the business community enhance a developer’s ability to obtain market rents (or maximum permissible rents pursuant to the Regulatory Agreements) and/or sales prices (if applicable) and to induce cooperation in scheduling and are taken into account by Bondowner Representative in approving loan applications. (ii) Xxxxxxxx has represented to Bondowner Representative, not only in the representations and warranties contained in the Loan Documents, but also in its initial credit application and in all of the negotiations connected with the Loan, certain facts concerning Xxxxxxxx’s financial stability, managerial and operational ability, reputation, skill, and creditworthiness. Bondowner Representative has relied upon these representations and warranties as a substantial and material consideration in its decision to enter into this Loan Agreement. (iii) The conditions and terms provided in this Loan Agreement were induced by these representations and warranties and would not have been made available by Bondowner Representative in the absence of these representations and warranties. (iv) Borrower’s financial stability and managerial and operational ability and that of those persons or entities having a direct or beneficial interest in Borrower are a substantial and material consideration to any third parties who have entered or will enter into agreements with Borrower. (v) Bondowner Representative has relied upon the skills and services offered by such third parties and the provision of such skills and services is jeopardized if Borrower breaches its covenants contained below regarding transfers. (vi) Except as otherwise permitted under Section 11.19(b), a transfer of possession of or title to the Property, or a change in the person or entity operating, developing, constructing or managing the Property would substantially increase the risk of Default under the Loan Documents and significantly and materially impair and reduce Bondowner Representative’s security for the obligations under this Loan Agreement. (b) In consideration of Bondowner Representative’s induced reliance on such representations, warranties and agreements, Borrower shall not make any transfer prohibited by Section 5.12 of the Deed of Trust. Bondowner Representative acknowledges that Borrower will grant or may grant an option to purchase the Project during year fifteen (15) of the Tax Credit compliance period and a right of first refusal with respect to transfers of the Project to the General Partner of the Borrower. The grant of such option and/or such right of first refusal shall not constitute a violation of this Section 11.19, but any purchase of the Project pursuant to such option or right of first refusal shall constitute a violation of this Section 11.19 unless such purchase is approved by Bondowner Representative or permitted pursuant to the Loan Documents. (c) Without the prior written consent of Bondowner Representative, Xxxxxxxx shall not assign Borrower’s interest under any of the Bond Documents or Loan Documents, or in any monies due or to become due thereunder, and any assignment without such consent shall be void. (d) Notwithstanding any other provision of this Loan Agreement or the other Loan Documents to the contrary: (i) The Investor Limited Partner of the Borrower shall be permitted to remove the general partner of Borrower for cause and substitute a new general partner in its place in accordance with the terms and conditions of the Partnership Agreement; provided, however, that (A) Investor Limited Partner shall obtain the prior written consent of Bondowner Representative to such removal and substitution, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be required if the substitute general partner is an Investor Affiliate;

Prohibition of Transfer. (a) Xxxxxxxx Borrower represents, agrees and acknowledges that:acknowledges (i) Development of real property is a highly complex activity which requires substantial knowledge of law and business conditions and practices, and an ability to control, coordinate and schedule the many factors affecting such development. Experience, financial stability, managerial ability and a good reputation in the business community enhance a developer’s ability to obtain market rents (or maximum permissible rents pursuant to the Regulatory AgreementsAgreement and other Restrictions) and/or sales prices (if applicable) and to induce cooperation in scheduling and are taken into account by Bondowner Representative in approving loan applications. (ii) Xxxxxxxx Borrower has represented to Bondowner Representative, not only in the representations and warranties contained in the Loan Documents, but also in its initial credit application and in all of the negotiations connected with the Loan, certain facts concerning XxxxxxxxBorrower’s financial stability, managerial and operational ability, reputation, skill, and creditworthinesscredit worthiness. Bondowner Representative has relied upon these representations and warranties as a substantial and material consideration in its decision to enter into this Loan Agreement. (iii) The conditions and terms provided in this Loan Agreement were induced by these representations and warranties and would not have been made available by Bondowner Representative in the absence of these representations and warranties. (iv) Borrower’s financial stability and managerial and operational ability and that of those persons or entities having a direct or beneficial interest in Borrower are a substantial and material consideration to any third parties who have entered or will enter into agreements with Borrower. (v) Bondowner Representative has relied upon the skills and services offered by such third parties and the provision of such skills and services is jeopardized if Borrower breaches its covenants contained below regarding transfers. (vi) Except as otherwise permitted under Section 11.19(b)6.8(b) and except for leases described in Section 6.16, a transfer of possession of or title to the Property, or a change in the person or entity operating, developing, constructing or managing the Property would substantially increase the risk of Default under the Loan Documents and significantly and materially impair and reduce Bondowner Representative’s security for the obligations under this Loan Agreement. (b) In consideration of Bondowner Representative’s induced reliance on such representations, warranties and agreements, Borrower shall not make any transfer prohibited by Section 5.12 of the Deed of Trust. Bondowner Representative acknowledges that Borrower will grant or may grant an option to purchase the Project during year fifteen (15) of the Tax Credit compliance period and a right of first refusal with respect to transfers of the Project to the General Partner of the Borrower. The grant of such option and/or such right of first refusal shall not constitute a violation of this Section 11.19, but any purchase of the Project pursuant to such option or right of first refusal shall constitute a violation of this Section 11.19 unless such purchase is approved by Bondowner Representative or permitted pursuant to the Loan Documents. (c) Without the prior written consent of Bondowner Representative, Xxxxxxxx shall not assign Borrower’s interest under any of the Bond Documents or Loan Documents, or in any monies due or to become due thereunder, and any assignment without such consent shall be void. (d) Notwithstanding any other provision of this Loan Agreement or the other Loan Documents to the contrary: (i) The Investor Limited Partner of the Borrower shall be permitted to remove the general partner of Borrower for cause and substitute a new general partner in its place in accordance with the terms and conditions of the Partnership Agreement; provided, however, that (A) Investor Limited Partner shall obtain the prior written consent of Bondowner Representative to such removal and substitution, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be required if the substitute general partner is an Investor Affiliate;

Prohibition of Transfer. (a) Xxxxxxxx Borrower represents, agrees and acknowledges that: (i) Development of real property is a highly complex activity which requires substantial knowledge of law and business conditions and practices, and an ability to control, coordinate and schedule the many factors affecting such development. Experience, financial stability, managerial ability and a good reputation in the business community enhance a developer’s ability to obtain market rents (or maximum permissible rents pursuant to the Regulatory AgreementsAgreement) and/or sales prices (if applicable) and to induce cooperation in scheduling and are taken into account by Bondowner Representative in approving loan applications. (ii) Xxxxxxxx Borrower has represented to Bondowner Representative, not only in the representations and warranties contained in the Loan Documents, but also in its initial credit application and in all of the negotiations connected with the Loan, certain facts concerning XxxxxxxxBorrower’s financial stability, managerial and operational ability, reputation, skill, and creditworthiness. Bondowner Representative has relied upon these representations and warranties as a substantial and material consideration in its decision to enter into this Loan Agreement. (iii) The conditions and terms provided in this Loan Agreement were induced by these representations and warranties and would not have been made available by Bondowner Representative in the absence of these representations and warranties. (iv) Borrower’s financial stability and managerial and operational ability and that of those persons or entities having a direct or beneficial interest in Borrower are a substantial and material consideration to any third parties who have entered or will enter into agreements with Borrower. (v) Bondowner Representative has relied upon the skills and services offered by such third parties and the provision of such skills and services is jeopardized if Borrower breaches its covenants contained below regarding transfers. (vi) Except as otherwise permitted under Section 11.19(b), a transfer of possession of or title to the Property, or a change in the person or entity operating, developing, constructing or managing the Property would substantially increase the risk of Default under the Loan Documents and significantly and materially impair and reduce Bondowner Representative’s security for the obligations under this Loan Agreement. (b) In consideration of Bondowner Representative’s induced reliance on such representations, warranties and agreements, Borrower shall not make any transfer prohibited by Section 5.12 of the Deed of Trust. Bondowner Representative acknowledges that Borrower will grant or may grant an option to purchase has executed the Project during year fifteen (15) Purchase Option Agreement and agrees that the exercise of the Tax Credit compliance period and a purchase option, right of first refusal with respect to transfers refusal, put and/or call right contemplated therein shall be permitted without the prior approval of the Project to the General Partner of the Borrower. The grant of such option and/or such right of first refusal Bondowner Representative and shall not constitute a violation of this Section 11.19, but any 11.19 [note: we need to review the Purchase Option Agreement before agreeing to this]. Any transfer or purchase of the Project pursuant to such option not contemplated therein or right of first refusal otherwise permitted under this Loan Agreement shall constitute a violation of this Section 11.19 unless such purchase is approved by Bondowner Representative or permitted pursuant to the Loan Documentshas given its prior written consent thereto. (c) Without the prior written consent of Bondowner Representative, Xxxxxxxx Borrower shall not assign Borrower’s interest under any of the Bond Documents or Loan Documents, or in any monies due or to become due thereunder, and any assignment without such consent shall be void. (d) Notwithstanding any other provision of this Loan Agreement or the other Loan Documents to the contrary: (i) The Investor Limited Partner of the Borrower shall be permitted to remove the general partner of Borrower for cause and substitute a new general partner in its place in accordance with the terms and conditions of the Partnership Agreement; provided, however, that (A) Investor Limited Partner shall obtain the prior written consent of Bondowner Representative to such removal and substitution, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be required if the substitute general partner is an Investor Affiliate;; (B) Investor Limited Partner can demonstrate to Bondowner Representative’s reasonable satisfaction that the Loan is “in balance” notwithstanding any loss of property tax exemption which may result in such substitution, (C) the substitute general partner shall be selected no later than thirty (30) days and admitted no later than sixty (60) days after the date of removal of the general partner or such longer period of time as Bondowner Representative may consent to, and (D) the substitute general partner shall execute and deliver to Bondowner Representative such documents as Bondowner Representative may reasonably require in order to evidence its assumption of all of the rights and obligations of the removed general partner under all the Loan Documents. (ii) The Investor Limited Partner may make a transfer of its interest in Borrower as a result of the exercise of the purchase option granted to General Partner or an affiliate of General Partner as set forth in the Partnership Documents. (iii) The Investor Limited Partner may make a Permitted Transfer of its interest in Borrower to an Investor Affiliate. (iv) The Investor Limited Partner may pledge its interest in Borrower as collateral for a loan to fund the Capital Contributions.

Prohibition of Transfer. (a) Xxxxxxxx Borrower represents, agrees and acknowledges that: (i) Development of real property is a highly complex activity which requires substantial knowledge of law and business conditions and practices, and an ability to control, coordinate and schedule the many factors affecting such development. Experience, financial stability, managerial ability and a good reputation in the business community enhance a developer’s ability to obtain market rents (or maximum permissible rents pursuant to the Regulatory AgreementsAgreement) and/or sales prices (if applicable) and to induce cooperation in scheduling and are taken into account by Bondowner Representative in approving loan applications. (ii) Xxxxxxxx Borrower has represented to Bondowner Representative, not only in the representations and warranties contained in the Loan Documents, but also in its initial credit application and in all of the negotiations connected with the Loan, certain facts concerning XxxxxxxxBorrower’s financial stability, managerial and operational ability, reputation, skill, and creditworthiness. Bondowner Representative has relied upon these representations and warranties as a substantial and material consideration in its decision to enter into this Loan Agreement. (iii) The conditions and terms provided in this Loan Agreement were induced by these representations and warranties and would not have been made available by Bondowner Representative in the absence of these representations and warranties. (iv) Borrower’s financial stability and managerial and operational ability and that of those persons or entities having a direct or beneficial interest in Borrower are a substantial and material consideration to any third parties who have entered or will enter into agreements with Borrower. (v) Bondowner Representative has relied upon the skills and services offered by such third parties and the provision of such skills and services is jeopardized if Borrower breaches its covenants contained below regarding transfers. (vi) Except as otherwise permitted under Section 11.19(b), a transfer of possession of or title to the Property, or a change in the person or entity operating, developing, constructing or managing the Property would substantially increase the risk of Default under the Loan Documents and significantly and materially impair and reduce Bondowner Representative’s security for the obligations under this Loan Agreement. (b) In consideration of Bondowner Representative’s induced reliance on such representations, warranties and agreements, Borrower shall not make any transfer prohibited by Section 5.12 of the Deed of Trust. Bondowner Representative acknowledges that Borrower will grant or may grant an option to purchase the Project during year fifteen (15) of the Tax Credit compliance period and a right of first refusal with respect to transfers of the Project to the General Partner of the Borrower. The grant of such option and/or such right of first refusal shall not constitute a violation of this Section 11.19, but any purchase of the Project pursuant to such option or right of first refusal shall constitute a violation of this Section 11.19 unless such purchase is approved by Bondowner Representative or permitted pursuant to the Loan Documents. (c) Without the prior written consent of Bondowner Representative, Xxxxxxxx Borrower shall not assign Borrower’s interest under any of the Bond Documents or Loan Documents, or in any monies due or to become due thereunder, and any assignment without such consent shall be void. (d) Notwithstanding any other provision of this Loan Agreement or the other Loan Documents to the contrary: (i) The Investor Limited Partner of the Borrower shall be permitted to remove the general partner of Borrower for cause and substitute a new general partner in its place in accordance with the terms and conditions of the Partnership Agreement; provided, however, that (A) Investor Limited Partner shall obtain the prior written consent of Bondowner Representative to such removal and substitution, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be required if the substitute general partner is an Investor Affiliate;; (B) Investor Limited Partner can demonstrate to Bondowner Representative’s reasonable satisfaction that the Loan is “in balance” notwithstanding any loss of property tax exemption which may result in such substitution, (C) the substitute general partner is admitted no later than sixty (60) days after the date of removal of the general partner or such longer period of time as Bondowner Representative may consent to, which consent shall not be unreasonably withheld so long as Investor Limited Partner is diligently working to admit the substitute general partner, provided, however, that in no event shall such period be extended past ninety (90) days after the date of removal of the general partner, and (D) the substitute general partner shall execute and deliver to Bondowner Representative such documents as Bondowner Representative may reasonably require in order to evidence its assumption of all of the rights and obligations of the removed general partner under all the Loan Documents. (ii) The Investor Limited Partner may make a transfer of its interest in Borrower as a result of the exercise of the purchase option granted to General Partner or an affiliate of General Partner as set forth in the Partnership Documents. (iii) The Investor Limited Partner may make a Permitted Transfer of its interest in Borrower to an Investor Affiliate.