7.3 SR 05-15-2023 - Laserfiche WebLink

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Affiliate during the term of this Agreement. A failure to comply with this Section shall be an Event of Default in accordance with Section 4.1 hereof. Section 3.6 Prohibition Against Transfer of Project and Assignment of Agreement. The Developer represents and agrees that, prior to the Termination Date, the Developer shall not transfer this Agreement, the Project or the Tax Abatement Property or any part thereof or any interest therein, except to the Tenant or an Affiliate with written notice to the City, without the prior written approval of the City. The City shall be entitled to require as conditions to any such approval 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 the Developer. (2) Any proposed transferee, by instrument in writing satisfactory to the City 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. (3) There shall be submitted to the City for review and prior written approval all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement, the Project or the Tax Abatement Property. (4) The Developer shall have paid all reasonable legal fees and expenses of the City, including fees of the City Attorney's office and outside counsel retained by the City to review the documents submitted to the City in connection with any transfer. Section 3.7 Real Property Taxes. The Developer shall, so long as this Agreement remains in effect, pay or cause to be paid all real property taxes with respect to all parts of the Tax Abatement Property acquired, owned or leased by it or acquired, owned and leased by the Tenant which are payable pursuant to any statutory or contractual duty that shall accrue subsequent to the date of its acquisition of title to the Tax Abatement Property (or part thereof) and until title to the property is vested in another person. The Developer further acknowledges that failure of the Developer to commence and complete the Project by the time set forth in Section 3.3 could reduce the amount of Tax Abatements below the Reimbursement Amount. The Developer agrees that for tax assessments so long as this Agreement remains in effect: (1) That for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Tax Abatement Property and the Project. The Developer acknowledges that this obligation creates a contractual right on behalf of the City to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the County auditor. In any such suit, the City also be entitled to recover its costs, expenses and reasonable attorney fees. (2) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the ad valorem property taxation of real property contained on the Tax 7 EL 185\74\870137.v5