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ARTICLE V�iI
<br />Prohibitions A�ainst Assignment and Transfer; Indeanni�cation
<br />Section S.l. Representation as #o Develop�nent. The DeveIope:r represents and agrees that its
<br />undertakings pursua�# to this Agreement, are, and wi]] be used, for the purpose of rede�elopment of the
<br />Deveiopment Froperty and r�at for specuEation in land hoiding.
<br />Section 8.2. Prohibition A�ainst Devetoper's Transfer of Propert,y and Assig,��nent of
<br />Agreement. T�ie Developer represents and agrees that priar to issuanc� of the Certificate of Comple�ion
<br />for the Minim�m Improvements or rele�ant Phase thereof:
<br />(a) Except as specifically described in this Agreement, the Developer has not made or
<br />created and will nat make or create or suffer to be made ar created a�ty total or partia� sale, assignment,
<br />conveyance, or lease, or any trust or power, or transfer in any other rt�ode or forfn of or with respect to the
<br />Agreement or the Developme��t Properly ar any part thereof or any interest therein, or any contract or
<br />agreement to do any of the same (collectively, a"Transfer") without the priar written approval of the City
<br />CounciI unless the Developer remains liable and baund by this Agreement in which e�ent the City's
<br />approval is not required_ The term "Transfer" does not include (i) encumbrances r�ade or granted by way
<br />of security for, and only for, the purpose of obiaining construction, interim or permanent financing
<br />necessary to e��able the Developer or any successor in interest to the Development Property or ta
<br />construct the Minimum Improvements or component thereaf, (ii) any Iease, lice�se, easement or sirt�ilar
<br />arrangeme�-�t entered into in the ordinary eourse of business related to operation of the M�nimum
<br />Improvements, or (iii) any sale, co��veyance, or transfer in any farm to any Aff►liate. Any Transfer sha�l
<br />be subject ta t�e provisions of#his Agreement.
<br />(b} In the event the Developer, upon Transfer of the Develop�nent Properry or any Phase ar
<br />partian thereaf, seeks to be released from its obtigations under this Agreement as ta the portions or Phase
<br />of the Develop�ner�t Property that is transferred or assigned, the City shall be entitled to require, except as
<br />otherwise provided ir� the Agreement, as conditions to a»y such release that:
<br />(i) Aray proposed transferee shal� have the qualifications and financial responsibility,
<br />in the reasonable judgment of the City, necessary ar�d adequate to �ulfill the obtigations
<br />undertaken in this Agreement by the Developer as to the portion of the Developinent Property to
<br />be transferred.
<br />(ri} Any proposed transferee, by instrument in writing satisfactory to tl�e City and in
<br />form recordable among the �ai�d records, shall, for itself and its successors and assigns, and
<br />expressly for the benefit of the City, have expressiy assumed al� of the obligatior�s of the
<br />Developer under this Agreerne�it as to the portion of the Development Property to be transferred
<br />a�d agreed to 6e subjeet to all the conditions and restrictio�s to which the Developer is subject as
<br />ta such portion; pro�ided, however, that the fact that any transferee of, or any other successor in
<br />interest whatsoever to, the Development Property, or any part thereof, shatl not, far whatever
<br />reason, have assumed such obligations or so agreec�, sF�alI r�ot {unIess and only to the extent
<br />atl�erwise specifically provided i�� this Agreerner�t or agreed to in writing by t3�e City) deprive the
<br />City of any rights or remedies or controls with respect to the Development Property or any part
<br />thereof or the construction of the Minimum irrtprovements; it being the intent of the part�es as
<br />expressed in this Agreemer�t that (to the fuIlest extent permitted at law and in equity and
<br />excepting only in the manner and to tI�e extent speci�cal�y provided otherwise in this Agreement)
<br />no transfer of, or change with respect to, ownership in the Develop3nent Property or any part
<br />t}iereof, or any interest therein, hawever consummated or occur�-ing, anci whether volunta�-y or
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