Common use of Prohibition Against Transfers of Interests in Redeveloper Clause in Contracts

Prohibition Against Transfers of Interests in Redeveloper. Redeveloper recognizes the importance of the Phase 1 Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Agreement, particularly in view of the public aids that have been or will be made available for the purpose of making such redevelopment possible. The Township considers that a Transfer of the ownership in Redeveloper or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in the ownership of or with respect to the parties in control of the Redeveloper or the degree thereof, is for practical purposes a Transfer or disposition of the Phase 1 Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Agreement with Redeveloper, and in so doing, the Township is relying on the obligations of Redeveloper and not some other person or entity for the faithful performance of all undertakings and covenants to be performed by Redeveloper hereunder. As a result, except as provided herein including as provided in Section 8.2 hereof, prior to the completion of the Phase 1 Project as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (which approval shall not be unreasonably withheld) Redeveloper agrees for itself and all successors in interest that there shall be no Transfer of (i) any equity interest in Redeveloper, nor (ii) any direct or indirect change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger or otherwise. The Township recognizes that implementation of the Phase 1 Project is likely to involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (A) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as to the applicable component of the Phase 1 Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper’s and the joint venture’s obligations; (B) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under this Agreement; and (C) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. With respect to this provision, Redeveloper and the party or parties signing this Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members of Redeveloper and to bind them with respect thereto.

Prohibition Against Transfers of Interests in Redeveloper. Redeveloper recognizes the importance of the Phase 1 Redevelopment Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Agreement, particularly in view of the public aids that have been or will be made available for the purpose of making such redevelopment possible. The Township considers that a Transfer of the ownership in Redeveloper or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in the ownership of or with respect to the identity of the parties in control of the Redeveloper or the degree thereof, is for practical purposes a Transfer or disposition of the Phase 1 Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Agreement with Redeveloper, and and, in so doing, the Township is relying on the obligations of Redeveloper and not some other person or entity for the faithful performance of all undertakings and covenants to be performed by Redeveloper hereunder. As a result, except as provided herein including as provided in Section 8.2 hereof, prior to the completion of the Project (or applicable Phase 1 Project thereof) as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (which approval shall not be unreasonably withheld) Redeveloper agrees for itself and all successors in interest that there shall be no Transfer of (i) the Township-Owned Property, (ii) any Designated Acquisition Parcel conveyed to Redeveloper, or (iii) any equity interest in Redeveloper, nor (iiiv) any direct or indirect change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger merger, or otherwise. The Township recognizes that implementation of the Phase 1 Project is likely to involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (A) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as to the applicable component Phase of the Phase 1 Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper’s and the joint venture’s obligations; (B) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under this Agreement; and (C) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. The Transfer or Transfers of a non-controlling interest or interests in the Greenfield Member that do not result in a change in control of Redeveloper as set forth in the Operating Agreement shall not constitute a prohibited Transfer. The death or incapacity of a principal of the Prism Member or the Greenfield Member of Redeveloper shall not constitute a prohibited Transfer hereunder. With respect to this provision, Redeveloper and the party or parties signing this the Redevelopment Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members of Redeveloper and to bind them with respect thereto.

Prohibition Against Transfers of Interests in Redeveloper. Redeveloper recognizes the importance of the Phase 1 Redevelopment Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Agreement, particularly in view of the public aids that have been or will be made available for the purpose of making such redevelopment possible. The Township considers that a Transfer of the ownership in Redeveloper or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in the ownership of or with respect to the identity of the parties in control of the Redeveloper or the degree thereof, is for practical purposes a Transfer or disposition of the Phase 1 Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Agreement with Redeveloper, and and, in so doing, the Township is relying on the obligations of Redeveloper and not some other person or entity for the faithful performance of all undertakings and covenants to be performed by Redeveloper hereunder. As a result, except as provided herein including as provided in Section 8.2 hereof, prior to the completion of the Project (or applicable Phase 1 Project thereof) as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (which approval shall not be unreasonably withheld) Redeveloper agrees for itself and all successors in interest that there shall be no Transfer of (i) any equity interest in RedeveloperTransfer of the Property, nor (ii) any direct or indirect change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger merger, or otherwise. The Township recognizes that implementation of the Phase 1 Project is likely to involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (Ai) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as to the applicable component Phase of the Phase 1 Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper’s and the joint venture’s obligations; (Bii) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under this Agreement; and (Ciii) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. The Transfer or Transfers of a non- controlling interest or interests in the Redeveloper that do not result in a change in control of Redeveloper as set forth in the Operating Agreement shall not constitute a prohibited Transfer. The death or incapacity of a principal of the Redeveloper shall not constitute a prohibited Transfer hereunder. With respect to this provision, Redeveloper and the party or parties signing this the Redevelopment Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members of Redeveloper and to bind them with respect thereto.

Prohibition Against Transfers of Interests in Redeveloper. (a) Redeveloper recognizes the importance of the Phase 1 Redevelopment Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Redevelopment Agreement. Notwithstanding anything set forth herein, particularly in view it is expressly understood and agreed that, after completion of construction of the public aids that have been or will Project and the recording of a Certificate of Completion in substantially the form provided in Exhibit D hereto, any Transfer of any ownership interest in the Redeveloper shall be made available for permitted and in no way be prohibited, provided such Transfer is consistent with the purpose requirements of making such redevelopment possiblethis Agreement. The Township considers that a Transfer that, until the completion of construction of the ownership in Redeveloper or Project and the recording of a substantial part thereofCertificate of Completion, or any other act or transaction involving or resulting a change of Control in a significant change in the ownership of or with respect to the parties in control of the Redeveloper or the degree thereofRedeveloper, is for practical purposes a Transfer or disposition of the Phase 1 Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Redevelopment Agreement with Redeveloper, and and, in so doing, the Township is relying on the obligations of Redeveloper and not some other person or entity Person for the faithful performance of all undertakings and covenants to be performed by Redeveloper hereunder. As a resultBased upon the foregoing, except as provided herein including as provided in Section 8.2 hereoffor Permitted Transfers, prior to the completion Completion of the Phase 1 Project as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (which approval shall not be unreasonably withheld) Redeveloper agrees for itself and all successors in interest that there shall be no Transfer of (i) any equity interest in RedeveloperTransfer, nor (ii) any direct or indirect including a change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger or otherwise. The Township recognizes that implementation of the Phase 1 Project is likely to involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (A) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as to the applicable component of the Phase 1 Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper’s and the joint venture’s obligations; (B) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under this Agreement; and (C) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. With respect to this provision, Redeveloper and the party or parties signing this Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members Control of Redeveloper and a Substantial Membership Transfer. Notwithstanding the foregoing, any Transfer of ownership interests of greater than ten percent (10%) (including, without limitation, any such Transfer which takes place after the completion of the Project and the recording of the Certificate of Completion) shall be disclosed to bind them with respect theretothe Township Committee in writing at least ten (10) days prior to such Transfer.

Prohibition Against Transfers of Interests in Redeveloper. Redeveloper recognizes the importance of the Phase 1 Redevelopment Project to the general welfare of the community and that the identity of the Redeveloper and its qualifications are critical to the Township in entering into this Agreement, particularly in view of the public aids that have been or will may be made available for the purpose of making such redevelopment possible. The Township considers that a Transfer of the ownership in Redeveloper or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in the ownership of or with respect to the identity of the parties in control of the Redeveloper or the degree thereof, is for practical purposes a Transfer or disposition of the Phase 1 Project. Redeveloper recognizes that it is because of such qualifications and identity that the Township is entering into this Agreement with Redeveloper, and and, in so doing, the Township is relying on the obligations of Redeveloper and not some other person or entity for the faithful performance of all undertakings and covenants to be performed by Redeveloper hereunder. As a result, except as provided herein including as provided in Section 8.2 hereof, prior to the completion of the Phase 1 Project (or applicable phase thereof) as evidenced by the issuance of a Certificate of Completion, and without the prior written approval of the Township (which approval shall not be unreasonably withheld) ), Redeveloper agrees for itself and all successors in interest that there shall be no Transfer of (i) the Project Site, (ii) any equity interest in Redeveloper, nor (iiiii) any direct or indirect change in control of Redeveloper as it exists on the Effective Date, whether by changes in capitalization, merger merger, or otherwise. The Township recognizes that implementation of the Phase 1 Project is likely to may involve one or more joint venture arrangements between Redeveloper and other developers having particular development expertise and financial capabilities. The Township agrees to consider such joint venture arrangements in good faith, and will not unreasonably withhold its consent to any such arrangement provided (A) that such joint venture entity assumes all of the obligations of Redeveloper under the terms of this Agreement and under all applicable Governmental Approvals as to the applicable component phase of the Phase 1 Project, provided that Redeveloper shall not be released from and shall remain liable for the performance of Redeveloper’s 's and the joint venture’s 's obligations; (B) that the creation and existence of the joint venture does not materially and negatively affect the Township’s ability to enforce its rights under this Agreement; and (C) that the proposed joint venture partner and structure is acceptable to the Township, in its reasonable discretion. The Transfer or Transfers of a non-controlling interest or interests in the Redeveloper that do not result in a change in control of Redeveloper as set forth in the operating agreement shall not constitute a prohibited Transfer. The death or incapacity of a principal of a member of Redeveloper shall not constitute a prohibited Transfer hereunder. With respect to this provision, Redeveloper and the party or parties signing this the Redevelopment Agreement on behalf of Redeveloper represent that each has authority to agree to this provision on behalf of the current members of Redeveloper and to bind them with respect thereto.