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Draft 9/8/94
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<br />ARTICLE VIII
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<br /> PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
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<br /> Section 8~,1 Representation as to Development. The Developer represents and agrees
<br />that its undertatdings, pursuant to this Agreement, are for the purpose of development of the
<br />Development Pr~)perty and not for speculation in landholding. The Developer further recognizes
<br />that, in view of:"
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<br /> (a) th~ importance of the development of the Development Property to the general
<br />welfare of the CiCy; and
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<br /> (b) the substantial financing and other public aids that have been made available by the
<br />City for the purpose of ma_king the minimum improvements possible, the qualifications and identity
<br />of the Developer ~re of particular concern to the City.
<br /> The Developer 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 a~d undertakings of the Developer for the faithful performance of ail undertakings
<br />and covenants ag~teed by Developer to be perfon'ned.
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<br /> Section 8i2 Prohibition Against Transfer of Property and Assignment 9f Agrcemonl:.
<br />For the reasons s~t out in Section 8.1 of this Agreement, the Developer represents and agrees that,
<br />prior to the completion, the Minimum Improvements are certified by the City:
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<br /> (a) Eicept only by way of security for, and only for the purpose of obtaining financing
<br />necessary to enable the Developer or any successor in interest to the Development Property, or any
<br />part thereof, to p~rform its obligations under this Agreement, and any other purpose authorized by
<br />this Agreement, the Developer, except as so authorized, has not made or created, and will not make
<br />or create, or suffdr to be made or created, any total or partial sale, assignment, conveyance, or any
<br />trust or power, ~r transfer in any other form of, or with respect to this Agreement, or the
<br />Development Prc~erty, 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
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<br /> (b) The City shall be entitled to require, except as otherwise provided in this
<br />Agreement, conditions to any such approval under this Section 8.2 that: (i) Any proposed
<br />transferee shall ~ave the qualifications and financial responsibility, as determined by the City,
<br />necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer, or
<br />in the event the wansfer is of, or relates to, the Development Property, such obligations to the
<br />extent that they relate 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 assigns, and specifically for the benefit of the City, have expressly assumed all of
<br />the obligations of[the Developer under this Agreement and ageed 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 ol~ligations, conditions, and restrictions to the extent that they relate to such part;
<br />provided, that thei fact that any transferee of, or any other successor in, interest whatsoever to, the
<br />Development Prciperty or any part thereof, shall, for'whatever reason, not have assumed such
<br />obhganons or agreed to do so, shall not, unless and only 'to the extent otherwise specifically
<br />provided in the A~,eement or ag'reed to in writing by the City, relieve or except such transferee or
<br />successor from su, ch obligations, conditions, or restrictions, or deprive or lin-fit the City of, or with
<br />respect to,. any rilghts, or. remedies or controls with respect, to the Development Property or the
<br />construction of th{~ M~mmum Improvements; it being the intent of this Section, together with other
<br />provisions of thisrAgreement, that to the fullest extent pem-titted by law and equity and excepting
<br />only in the manner and to the extent specifically provided otherwise in the Agreement, no transfer
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