Common use of Exemption from Prohibited Transfers Clause in Contracts

Exemption from Prohibited Transfers. Notwithstanding the foregoing, the following shall not constitute a prohibited transfer, for purposes of Section 12.1 above: after Government Approvals have been obtained, the assignment by Redeveloper of its rights under this Agreement to any third- party by any Redeveloper owner with a non-controlling interest in Redeveloper (i.e., less than 51%), but only upon the following conditions: (1) the controlling Redeveloper owner (i.e., at least 51%) shall remain jointly and severally liable for the performance in the entirety of any Redeveloper obligations under this Agreement, (2) the assignee of Redeveloper shall assume all or a portion of the obligations of Redeveloper hereunder, except for those obligations in clause (1) above that may never be assigned without the Redevelopment Entity’s express written consent, but regardless, Redeveloper shall remain primarily liable for the performance of the entirety of Redeveloper’s obligations hereunder, (3) a copy of the fully executed written assignment and assumption agreement shall be promptly delivered to the Redevelopment Entity, and (4) such assignment does not violate any of the Government Approvals.

Exemption from Prohibited Transfers. Notwithstanding the foregoing, the following shall not constitute a prohibited transfer, for purposes of Section 12.1 above: after Government Approvals have been obtained, the assignment by Redeveloper of its rights under this Agreement to any third- third-party by any Redeveloper owner with a non-controlling interest in Redeveloper (i.e., less than 51%), but only upon the following conditions: (1) the controlling Redeveloper owner (i.e., at least 51%) shall remain jointly and severally liable for the performance in the entirety of any Redeveloper obligations under this Agreement, (2) the assignee of Redeveloper shall assume all or a portion of the obligations of Redeveloper hereunder, except for those obligations in clause (1) above that may never be assigned without the Redevelopment Entity’s express written consent, but regardless, Redeveloper shall remain primarily liable for the performance of the entirety of Redeveloper’s obligations hereunder, (3) a copy of the fully executed written assignment and assumption agreement shall be promptly delivered to the Redevelopment Entity, and (4) such assignment does not violate any of the Government Approvals.,

Exemption from Prohibited Transfers. Notwithstanding the foregoing, the following shall not constitute a prohibited transfer, for purposes of Section 12.1 13.1 above: after Government Approvals have been obtained, the assignment by Redeveloper of its rights under this Agreement to any third- third-party by any Redeveloper owner with a non-controlling interest in Redeveloper (i.e., less than 51%), but only upon the following conditions: (1) the controlling Redeveloper owner (i.e., at least 51%) shall remain jointly and severally liable for the performance in the entirety of any Redeveloper obligations under this Agreement, (2) the assignee of Redeveloper shall assume all or a portion of the obligations of Redeveloper hereunder, except for those obligations in clause (1) above that may never be assigned without the Redevelopment Entity’s express written consent, but regardless, Redeveloper shall remain primarily liable for the performance of the entirety of Redeveloper’s obligations hereunder, (3) a copy of the fully executed written assignment and assumption agreement shall be promptly delivered to the Redevelopment Entity, and (4) such assignment does not violate any of the Government Approvals.