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Certificate of Completion has been .issued by the HRA under Section 4 .4 of this Agreement with respect to all of the Minimum Improvements or the particular unit in question. ARTICLE 8 Prohibitions Against Assignment and Transfer Section 8 . 1 Representation as to Redevelopment . The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to the Agreement are, and will be used, for the purpose of redevelopment of the Redevelopment Property. The Redeveloper further recognizes that a transfer of a controlling interest in the Redeveloper or any other act or transaction resulting in a significant change in the ownership are of particular concern to the City and the HRA. Section 8 . 2 Transfer of Ownership. Prior to completion of the Minimum Improvements as certified by the HRA, except in the case of the death or incompetency of the Guarantor or the shareholders of Redeveloper, (a) there shall be no transfer of any interest of a shareholder in Redeveloper, (b) nor shall any officer or shareholder suffer any such transfer to be made, (c) nor shall there be or be suffered to be by Redeveloper, any other similarly significant change in the ownership of Redeveloper or in the relative distribution thereof, or with respect to the identity of the parties in control of Redeveloper or the degree thereof , by any other method or means, (d) nor shall Guarantor cease to be a controlling shareholder of Redeveloper. Section 8 .3 Transfer of Property and Assignment . Except for reservations or purchase agreements for individual townhouse units, Redeveloper has not made and will not make, or suffer to be made, any total or partial sale, assignment, conveyance, lease, or other transfer, with respect to this Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the HRA, which approval shall not be unreasonably withheld if Redeveloper has completed the Minimum Improvements . The HRA shall be entitled to require as conditions to any such approval that : ( i) the proposed transferee have the qualifications and financial responsibility, as reasonably determined by the HRA, necessary and adequate to fulfill the obligations undertaken in this Agreement by Redeveloper; (ii) the proposed transferee, by recordable instrument satisfactory to the HRA shall , for itself and its successors and assigns , assume all of the obligations of Redeveloper under this Agreement . No transfer of, or change -13-