07-28-1999 Council Agenda - Laserfiche WebLink

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ARTICLE IX PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION Section 9.1. Transfer of Substantially All Assets. 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 (except as otherwise provided under clause (ii)(B) below) if (i) the transferee Person assumes in writing all of the obligations of the Developer under this Agreement and the Assessment Agreement; and (ii) the City receives either (A) such new security from the successor Developer to assure completion of the Project and payment of any deficiencies in Tax Increments under Section 7.1 as the City reasonably deems necessary or desirable, or (B) such evidence as the City shall reasonably require, including an opinion of counsel, that the existing obligations provided pursuant to Section 7.1 will remain in effect and will be enforceable against the existing Developer upon a default by the successor Developer with respect to completion of the Project or payment of such shortfall in Tax Increments. Section 9.2. Prohibition Against Transfer of Property and Assignment of Agreement. The Developer represents and agrees that prior to the Termination Date: 1054867.2 (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to acquiring the Development Property and making the Minimum Improvements under this Agreement, and any other Page 81