09-07-2021 EDA Packet - Laserfiche WebLink

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