12-19-2001 Council Agenda - Laserfiche WebLink

Home Browse Search

11.7. Developer's Obligation to Perform Mortgage Obligations. The Developer must fully perform each of its obligations under any Mortgage so as to prevent a Mortgagee's commencement of proceedings to foreclose a Mortgage. 12. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION. 12.1. Status of Developer; Transfer of Substantially All Assets. Prior to the Termination Date, the Developer will maintain its existence as a and will not wind up or otherwise dispose of all or substantially all of its assets; provided that the Developer may sell or otherwise transfer to another entity organized under the laws of one of the United States or to an individual, all or substantially all of its assets as an entirety and thereafter wind up and be discharged from liability hereunder if the transferee entity or individual assumes in writing all of the obligations of the Developer under this Agreement. 1353333vDOC Rcd (V3 to V2) 12.2. Prohibition Against Transfer of Property and Assignment of Agreement. (a) Except as permitted under Section 11, the Developer may not sell, convey, transfer, lease (except in the ordinary course of Developer's business) or assign the Development Property or any part thereof or any interest therein, without the prior written approval of the Authority, which approval must not be unreasonably withheld if the requirements of Section 12.2(b) are satisfied. (b) As a condition to its consent to any transfer within the scope of Section 12.2, the City may require that: (i) Any proposed transferee has the qualifications and financial capacity, in the reasonable judgment of the City, necessary and adequate to perform the Developer's obligations under this Agreement. (ii) Any proposed transferee, by a written instrument satisfactory to the City and in form recordable among the County land records, must, for the benefit of the City, expressly assume all of the obligations of the Developer under this Agreement and the Assessment Agreement and, unless the Developer has satisfied the Developer Mortgage, the Developer Note and Developer Mortgage and must agree to be subject to all the conditions and restrictions to which the Developer is subject under the terms of this Agreement and the Assessment Agreement and, unless satisfied in connection with the transfer, the Developer Note and the Developer Mortgage. In the absence of specific written agreement by the City to the contrary, no such transfer relieves the Developer from any of its obligations under this Agreement. (iii) The Developer must submit to the City, for the City's review and prior written approval, all instruments and other documents involved in the sale, conveyance, transfer, lease (except in the ordinary Page 129