07-23-2003 Council Agenda - Laserfiche WebLink

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11.2. Prohibition Against Transfer of Property and Assignment of Agreement Before Receiving a Certificate of Completion. (a) Prior to receiving a Certificate of Completion and Release for a Parcel, the Developer may not sell, convey, transfer, lease or assign such Parcel, any part thereof or any interest therein (except for the granting of easements necessary for the Project, leases to tenants for space within the Minimum Improvements thereon and mortgage Liens permitted under Section 10.1), without the prior written approval of the EDA, which approval the EDA must not unreasonably withhold if the requirements of Section 11.2(b) are satisfied. Notwithstanding the foregoing, upon notice to the EDA but without the EDA's consent, the Developer may transfer all or part of the Development Property (and assign all or a portion of this Development Agreement that relates to the Development Property being conveyed) to an Affiliate of Developer so long as such transferee executes a recordable agreement acceptable to the EDA whereby the transferee assumes the obligations of Developer with respect to such portion of the Development Property. (b) As a condition to its consent to any transfer within the scope of Section 11.2, the EDA may require that: (i) Any proposed transferee has the qualifications and financial capacity, in the reasonable judgment of the EDA, necessary and adequate to perform the Developer's obligations (or portion thereof if less than all of the Development Property is being conveyed) under this Agreement. (ii) Any proposed transferee, by instrument in writing satisfactory to the EDA and in form recordable among the County land records, must, for the benefit of the EDA, expressly assume all of the Developer's obligations (or portion thereof if less than all of the Development Property is being conveyed) under this Agreement and agree to be subject to all the conditions and restrictions to which the Developer is subject under the terms of this Agreement. (iii) The Developer must submit to the EDA, for the EDA's review and prior written approval, all instruments and other documents involved in effecting the transfer of any interest in this Agreement or the Development Property. 11.3. Release of Developer. The EDA's consent to a transfer pursuant to Section 11.2(b) does not relieve the Developer from liability under this Agreement unless the EDA, in its sole and absolute discretion, elects to execute a written agreement expressly releasing the Developer from such liability. 11.4. Transfer of Property and Assignment of Agreement After Receiving a Certificate of Completion. All restrictions on transfer in this Agreement shall terminate as to a Parcel upon issuance of a Certificate of Completion and Release for that Parcel. Upon the Developer's transfer of a Parcel to a third party after the issuance of a -21-