RDA Agmt 1996 Batarse Family Trust etc

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6.03 prohibition Against Transfer of Property and Assignment of Agreement. Prior to the issuance by the Agency of a Certificate of Completion for the Improvements, the Developer shall not voluntarily or involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease ("Transfer") of the whole or any part of the Property or the buildings or structures thereon or this Agreement without the prior written approval of the Agency; except for a transfer to a settlor or beneficiary of the Developer, or to an entity principally controlled by the • Developer. The Agency's approval may be given by the Executive Director unless the Executive Director refers the matter to the Agency Board. This prohibition shall not apply to any portion of the Property for which a Certificate of Completion has been issued. This prohibition shall not be deemed to prevent the granting of temporary • easements or permits to facilitate development or the dedication of Property required pursuant to this Agreement. If the Developer proposes a Transfer of the Property or a portion thereof, the proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency to fulfill the • obligations undertaken in this Agreement by the Developer. Any transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Developer under this Agreement relating to the Property and agree to be subject to all the conditions, covenants and restrictions to which the Developer is subject to, including but not limited to the operating covenant of Section 4.04 of Part One. There shall be • submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Developer in writing. In the event that, in violation of the provisions of this Agreement, the Developer undertakes a Transfer for all or any part of the Property or the buildings, structures or other improvements thereon prior to the recordation of a Certificate of • Completion, the Agency shall be entitled to increase the purchase price paid by the Developer for realty and improvements previously conveyed from the Agency to Developer by the amount that the consideration payable to Developer for the Transfer is in excess of the sum of (a) the Purchase Price paid by the Developer to Agency for the realty and previous improvements in question and (b) the reasonable costs of subsequent improvement and development, including carrying charges, Disposition and Developrrient Page 19 of 39 Agreement (Automall) 10/2/96