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<br />ARTICLE VIII
<br />PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
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<br />Section 8.1 Representation as to Develo.pment. The Developer represents and agrees
<br />that its undertakings, pursuant to this Agreement, are for the purpose of development of the
<br />Development Property and not for speculation in landholding. The Developer further recognizes
<br />that, in view of:
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<br />(a) the importance of the development of the Development Property to the general
<br />welfare of the City; 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 making the minimum improvements possible, the qualifications and identity
<br />of the Developer are of particular concern to the City.
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<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 and undertakings of the Developer for the faithful performance of all undertakings
<br />and covenants agreed by Developer to be performed.
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<br />Section 8.2 Prohibition Against Transfer of Property and Assignment of Agreement.
<br />For the reasons set out in Section 8.1 of this Agreement, the Developer represents and agrees that,
<br />prior to the issuance of the Certificate of Completion:
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<br />(a) Except 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 perform 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 suffer 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 Property, or any part thereof, any interest therein, or any contract or agreement to do
<br />any of the same, without the prior written approval of the City which approval shall not be
<br />unnecessarily withheld; 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:
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<br />(i) Any proposed transferee shall have the qualifications and fmancial
<br />responsibility, as determined by the City, necessary and adequate to fulfill the obligations
<br />undertaken in this Agreement by the Developer, or in the event the transfer is of, or relates
<br />to, the Development Property, such obligations to the extent that they relate to such part
<br />
<br />(ii) Any proposed transferee, by instrument in writing satisfactory to the City
<br />and in form recordable among the land records, shall for itself and its successors and
<br />assigns, and specifically for the benefit of the City, have expressly assumed all of the
<br />obligations of the Developer under this Agreement and agreed to be subject to such
<br />obligations, restrictions and conditions or, in the event the transfer is, of, or relates to, part
<br />of the Development Property, such obligations, conditions, and restrictions to the extent
<br />that they relate to such part; provided, that the fact that any transferee of, or any other
<br />successor in, interest whatsoever to, the Development Property or any part thereof, shall,
<br />for whatever reason, not have assumed such obligations or agreed to do so, shall not,
<br />unless and only to the extent otherwise specifically provided in the Agreement or agreed to
<br />in writing by the City, relieve or except such transferee or successor from such obligations,
<br />conditions, or restrictions, or deprive or limit the City of, or with respect to, any rights or
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