Laserfiche WebLink
23 <br />ARTICLE VIII <br /> <br />Prohibitions Against Assignment and Transfer; Indemnification <br /> <br /> <br />Section 8.1. Representation as to Development. The Developer represents and agrees that <br />its purchase of the Development Property, and its other undertakings pursuant to the Agreement, <br />are, and will be used, for the purpose of development of the Development Property and not for <br />speculation in land holding. <br /> <br /> Section 8.2. Prohibition Against Developer’s Transfer of Property and Assignment of <br />Agreement. The Developer represents and agrees that prior to issuance of a Certificate of <br />Completion for the Minimum Improvements: <br /> <br /> (a) Except only by way of security for, and only for, the purpose of obtaining financing <br />necessary to enable the Developer or any successor in interest to the Development Property, or any <br />part thereof, to perform its obligations with respect to undertaking the development contemplated <br />under this Agreement and except with respect to agreements customary to the development of new <br />senior housing communities, and any other purpose authorized by this Agreement, the Developer <br />has not made or created and will not make or create or suffer to be made or created any total or <br />partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or <br />form of or with respect to this Agreement or the Development Property or any part thereof or any <br />interest therein, or any contract or agreement to do any of the same, to any person or entity whether <br />or not related in any way to the Developer (collectively, a “Transfer”), without the prior written <br />approval of the Authority (whose approval will not be unreasonably withheld, subject to the <br />standards described in paragraph (b) of this Section) unless the Developer remains liable and bound <br />by this Agreement in which event the Authority’s approval is not required. Any such Transfer shall <br />be subject to the provisions of this Agreement. For the purposes of this Agreement, the term <br />Transfer does not include acquisition of a controlling interest in Developer by another entity or <br />merger of Developer with another entity or a lease with a resident of the Minimum Improvements. <br /> <br /> (b) In the event the Developer, upon Transfer of the Development Property or any <br />portion thereof, seeks to be released from its obligations under this Agreement as to the portion of <br />the Development Property that is transferred or assigned, the Authority shall be entitled to require, <br />except as otherwise provided in the Agreement, as conditions to any such release that: <br /> <br /> (i) Any proposed transferee shall have the qualifications and financial <br />responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill <br />the obligations undertaken in this Agreement by the Developer as to the portion of the <br />Development Property to be transferred. <br /> <br /> (ii) Any proposed transferee, by instrument in writing satisfactory to the <br />Authority shall, for itself and its successors and assigns, and expressly for the benefit of the <br />Authority, have expressly assumed all of the obligations of the Developer under this <br />Agreement as to the portion of the Development Property and Minimum Improvements to <br />be transferred and agreed to be subject to all the conditions and restrictions to which the