4.7 SR 01-02-2018 - Laserfiche WebLink

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ARTICLE VIII PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION Section 8.1. Representation as to Development. Developer represents and agrees that its purchase of the City's Property or portions thereof, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of development of the Project and not for speculation in land holding. Section 8.2. Prohibition Against Transfer of Property and Assignment of Agreement. Developer represents and agrees that until issuance of the final Certificate of Completion for the Minimum Improvements: (a) Other than a lease or other agreement with Truck Shop, Inc. to which the City hereby consents, Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Developer's Minimum Improvements Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a "Transfer"), without the prior written approval of the City's board of commissioners unless Developer remains liable and bound by this Agreement, in which event, notwithstanding anything in this Agreement to the contrary, the City's approval is not required. The term "Transfer" does not include (i) encumbrances made or granted by way of security for, and only for, the purpose of obtaining construction, interim or permanent financing necessary to enable Developer or any successor in interest to the Developer's Minimum Improvements Property, or any part thereof, to construct the Developer's Minimum Improvements, or (ii) any lease, license, easement or similar arrangement entered into in the ordinary course of business related to operation of the Developer's Minimum Improvements. Prior approval by the City is not required for any Transfer: (1) to an affiliate or the transfer of a member's interest in Developer to an affiliate of the member so long as the proposed transferee expressly assumes the obligations of Developer or the original member; (2) that is involuntary resulting from the death or disability or parties in control of the members of Developer. (b) If Developer seeks to effect a Transfer which requires the approval of the City prior to issuance of the final Certificate of Completion for the Developer's Minimum Improvements, the City shall be entitled to require as conditions to such Transfer that: (1) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by Developer as to the portion of the Developer's Minimum Improvements Property to be transferred. (2) Any proposed transferee, by instrument in writing satisfactory to the City and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of Developer under this Agreement as to the portion of the Developer's Minimum Improvements Property to be transferred and agreed to be subject to all the 24 512017v5 JSB BL185-52