7.1 SR 10-05-2020 - Laserfiche WebLink

Home Browse Search

ARTICLE V PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER Section 5.1 Transfer of Substantially All Assets. Except as permitted by and subject to Section 5.2 hereof, as security for the obligations of the Developer under this Agreement, the Developer represents and agrees that prior to the Termination Date, the Developer will not dispose of all or substantially all of its assets; provided that the Developer may sell or otherwise transfer to any Person all or substantially all of its assets and thereafter be discharged from liability hereunder if the transferee Person assumes in writing all of the obligations of the Developer under this Agreement. Section 5.2 Prohibition Against Transfer of Property and Assignment of TIF Note. The Developer represents and agrees that prior to the Termination Date: (1) Except with respect to the Lease and otherwise only for the purpose of obtaining financing necessary to enable the Developer to perform its obligations with respect to acquiring the Development Property and constructing the Minimum Improvements under this Agreement and related improvements and any other purpose authorized by this Agreement, the 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 (other than in the normal course of business), or any trust or power, or transfer in any other mode or form each a "Transfer") of or with respect to the Agreement, the TIF Note or the Development Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the City. This prohibition on Transfers shall not apply if Developer Transfers the Agreement, the TIF Note or the Development Property to any entity controlling, controlled by, or under common control with, Developer, which Transfer may be done by the Developer without limitation, upon (i) notice to the City and (ii) delivery to the City of all instruments and other legal documents involved in effecting the Transfer and, with respect to any Transfer of the TIF Note, the items listed in Section 5.2(2)(e). (2) The City shall be entitled to require, except with respect to those Transfers under Section 5.2(1) for which no consent from the City is required or as otherwise provided in the Agreement, as conditions to any such approval that: (a) 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 the Developer. (b) 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 the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject (unless the Developer agrees to continue to fulfill those obligations, in which case the preceding provisions of this Section 5.2(2)(b) shall not apply); provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development Property, or any part 17 LL185\61\675612.v1