|
Draft 9/8/94
<br />
<br />ARTICLE VIII
<br />
<br />~R(~HIBITIONS AGAINST ASSIGNMENT AND TRANSFER
<br />
<br /> Section 8il R~epresentation as to Development. The Developer represents and agrees
<br />that its undertakings, pursuant to this Agreement, are for the purpose of development of the
<br />Development Prd~perty and not for speculation in landholding. The Developer further recognizes
<br />that, in view of:
<br />
<br /> (a) thc importance of the development of the Development Property to the general
<br />welfare of the City; and
<br />
<br /> (b) th{ substantial financing and other public aids that have been made available by the
<br />City for the purpqse of making the minimum improvements possible, the qualifications and identity
<br />of the Developer ~e of particular concern to the City.
<br />
<br /> The Deve!oper further recognizes that it is because of such qualifications and identity that
<br />the City is entering into this Agreement, and, in so doing, is further willing to rely on the
<br />representations arid undertakings of the Developer for the faithful performance of all undertakings
<br />and covenants agreed by Developer to be perfon'ned.
<br />
<br /> Section 8.2 Prohibition Against Transfer of Property and Assignment of_.A. ~eement.
<br />For the reasons sat out in Section 8.1 of this Agreement, the Developer represents and agrees that,
<br /> ~ .
<br />prior to the complenon, the Minimum Improvements are certified by the City:
<br />
<br /> (a) Ex:.cept only by way of security for, and only for the purpose of obtaining financing
<br />necessary to enab!e the Developer or any successor in interest to the Development Property, or any
<br />part thereof, to p~fform its obligations under this Agreement, and any other purpose authorized by
<br />this Agreement, tile Developer, except as so authorized, has not made or created, and will not make
<br />or create, or suffe}' to be made or created, any total or partial sale, assignment, conveyance, or any
<br />trust or power, or transfer in any other form of, or with respect to this Agreement, or the
<br />Development Proi0erty, or any part thereof any interest therein, or any contract or agreement to do
<br />any of the same, ¢/ithout the prior written approval of the City; and
<br />
<br /> (b) The City shall be entitled to require, except as otherwise provided in this
<br />Agreement, cond~itions to any such approval under this Section 8.2 that: (i) Any proposed
<br />transferee shall h~.ve the qualifications and financial responsibility, as determined by the City,
<br />necessary and ade~tuate to fulfill the obligations undertaken in this Agreement by the Developer, or
<br />in the event the ti" ansfer is of, or relates to, the Development Property, such obligations to the
<br />extent that they ~elate to such part. (ii) Any proposed transferee, by instrument in writing
<br />satisfactory to th~:.City and in form recordable among the land records, shall for itself and its
<br />successors and as~;~gns, and specifically for the benefit of the City, have expressly assumed all of
<br />the obligations ofihe Developer under this Agreement and agreed to be subject to such obligations,
<br />restrictions and conditions or, in the event the transfer is, of, or relates to, part of the Development
<br />Property, such ob!igations, conditions, and restrictions to the extent that they relate to such part;
<br />provided, that thelfact that any transferee of, or any other successor in, interest whatsoever to, the
<br />Development Property or any part thereof, shall, for'whatever reason, not have assumed such
<br />obligations or agreed to do so, shall not, unless and only'.-to the extent otherwise specifically
<br />provided in the A~eement or agreed to in writing by the City, relieve or except such transferee or
<br />successor from su.~h obligations, conditions, or restrictions, or .deprive or limit the City of, or with
<br />respect to, any rights or remedies or controls with respect to' the Development Property or the
<br />construction of th~. Minimum Improvements; it being the intent of this Section, together with other
<br />provisions of this lAgreement, that to the fullest extent permitted by law and equity and excepting
<br />only in the manner and to the extent specifically provided otherwise in the Agreement, no transfer
<br />
<br />Page 15
<br />
<br />
<br />
|