Resolution No. 22-01 EDA - Laserfiche WebLink

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D. Within 10 days after the Buyer commences construction of a Building,the Seller will issue to the Buyer a recordable document substantially in the form of Exhibit C, certifying that the Buyer has commenced construction of such Building (the "Certificate of Commencement"). E. Promptly after the Buyer substantially completes a Building, the Seller will furnish the Buyer with a certificate of completion for such Building,in substantially the form attached hereto as Exhibit D(the"Certificate of Completion"). Such certification by the Seller shall be (and it shall be so provided in the Deed and in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement and in the Deed with respect to the obligations of the Buyer and its successors and assigns,to construct such Building and the dates for completion thereof. F. The Buyer agrees that until the Seller issues the Certificate of Completion for a Building to the Buyer: (1) Except as allowed under Section 16 hereof, the Buyer will not Transfer the Property,or that portion of the Property intended to be occupied by a Building,to a third party without the Seller's written consent,which consent the Seller will not unreasonably withhold, condition or delay. "Transfer"means any total or partial sale, assignment, conveyance, or any trust or power,or transfer in any other mode or form of or with respect to this Agreement or the Property or any part thereof or any interest therein to any person or entity. The term"Transfer"does not include and the Seller's approval is not required for(i)encumbrances made or granted by way of security for the purpose of purchasing the Property and/or obtaining construction, interim or permanent financing necessary to enable the Buyer to construct the Minimum Improvements or any part thereof; (ii) any lease, license, easement or similar arrangement entered into in the ordinary course of the Buyer's business related to the use and operation of the Property; (iii) any Transfer in any form to an affiliate of the Buyer; (iv) Transfer of the Property to a mortgagee of the Property by foreclosure or deed-in-lieu of foreclosure, or a subsequent sale or Transfer by such mortgagee to a third party purchaser, or any sale or transfer thereafter; or (v) a sale or transfer to a bona fide purchaser of the Property at a foreclosure sale, or any sale or transfer thereafter. (3) If the conditions described in clause(2) above are satisfied then the Transfer will be approved and the Buyer shall be released from its obligations under this Agreement, as to the portion of the Property that is transferred, assigned, or otherwise conveyed. The provisions of this clause (3) apply to all subsequent transferors and transferees. (4) Notwithstanding any contrary language in this Agreement, upon issuance of a Certificate of Completion by the Seller,the Buyer may Transfer or assign the Building for which the Certificate of Completion was issued and/or the Buyer's rights and obligations under this Agreement with respect to such Building to any third party without the prior written consent of the Seller. 14. REVESTING TITLE IN SELLER UPON FAILURE TO COMMENCE CONSTRUCTION. In the event that subsequent to conveyance of the Property or any part thereof to the Buyer,the Buyer,subject to Unavoidable Delays (as defined herein), fails to carry out its obligations with respect to commencing construction of the Minimum Improvements on the Property, or a portion of the Property if the Property is