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<br /> e
<br /> ARTICLE vm
<br /> Prnbihitinns Afainst A~sigJlment and
<br /> Transfer, Indemnification
<br /> Section 8. J. Representation as to Redevelnnment The Redeveloper represents and
<br /> agrees Ihat its purchase of the Redevelopment Property, and its other undertakings pursuant to
<br /> the Agreement, are, and will be used, for the purpose of development of the Redevelopment
<br /> Property and not for speculation in land holding, The Redeveloper recognizes that, in.yiew of (a)
<br /> the importance of the redevelopment of the Redevelopment Property to the general welfare ofthe
<br /> community, and (b) the substantial financing and other public aids that have been made available
<br /> by the City and the Authority for the pUIJlOse of making such redevelopment possible, the
<br /> qualifications and identity of the Redeveloper are of particular concern to the community aud the
<br /> Authority, The Redeveloper further recognizes that it is because of such qualifications and
<br /> identity that the Authority is entering into the Agreement with the Redeveloper, and, in so doing,
<br /> is further willing to accept and rely on the obligations of the Redeveloper for the faithful
<br /> performance of all undertakings and covenants hereby by il to be performed,
<br /> Section 8.2. Efohibition Against Transfer ofPm;perty and AssilP'ment of Ajp"eement. (a)
<br /> e For the foregoing reasons Ihe Redeveloper represents and agrees that prior to the completion of
<br /> construction of a Phase, except only by way of security for, and only for, the purpose of
<br /> obtaining financing necessary to enable the Redeveloper or any successor in interest to the
<br /> Redevelopment Property, or any part thereof, to perform its obligations with respect to making
<br /> the Minimum Improvements or under this Agreement, and any other puxpose authorized by the
<br /> Agreement, the Redeveloper (except as so authorized) has not made or created, and that it will
<br /> not, make or create, or suffer to be made or created, any total or partial sale, assignment"..
<br /> conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with
<br /> respect to the Agreement, the Redevelopment Property, or any part thereof or any interest
<br /> therein, or any contract or agreemenl to do any of the same, without the prior written approval of
<br /> the Authority, with such approval to not be unreasonably withheld, delayed or conditioned.
<br /> (b) Notwithstanding the foregoing to the contrary, prior to or after completion of a
<br /> Phase the Redeveloper may consolidate with or merge into another entity or sell or otherwise
<br /> transfer to any person, all or any part of its interest in the Parcel or Phase and thereafter be
<br /> discharged from liability hereunder to the extent of the interest so transferred, if (i) the
<br /> Redeveloper is not in default of any of its material obligations under this Agreement, (il) the
<br /> transferee enters into a written agreement assmning the Assessments and all of the obligations of
<br /> the Redeveloper under this Agreement not retained by the Redeveloper, if any, in form and
<br /> substance reasonably acceptable to the Authority, (Hi) the transferee has experience in
<br /> perfonning obligations of the type imposed on the Redeveloper under this Agreement, and (iv)
<br /> the transferee is either (A) approved by the Authority, which approval shall not be unreasonably
<br /> withheld or conditioned (and ifnot given or denied within thirty (30) days after request therefor
<br /> e shall be deemed to be given), or (B) has a net worth of $5,000,000 or more, computed in
<br /> accordance with glIDerally accepted accoWlting principles. in which event such transferee shall
<br /> not be subject to approval by the Authority, If the proposed transferee or assignee does not meet
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<br /> 1E"d 6NJ<. <'<:6 <:19 't:J'd '3>iI3<I '8 A3l(lt:!ClEl u:St <.66t-6t-d3S
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