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2890662.3 18 <br />nonprofit public benefit corporation (“Eden”), or an entity which is under the direct control or <br />under common control with Eden or in which Eden is the sole member or the general partner <br />(“Controlled Affiliate”), is the general partner (the “Partnership”); (vi) the admission of <br />limited partners and any transfer of limited partnership interests in accordance with the <br />Partnership’s Partnership Agreement; (vii) a Transfer to Eden or a Controlled Affiliate, or a <br />Transfer to the general partner of Partnership in accordance with a right of first refusal or option <br />contained in Partnership’s Partnership Agreement; (viii) a Transfer of the general partner’s <br />interest in the Partnership to a Controlled Affiliate; or (ix) the removal of the Partnership’s <br />general partner by the investor limited partner for a default under the Partnership Agreement, <br />provided the replacement general partner is reasonably satisfactory to City. <br />7.4 Requirements for Proposed Transfers. The City may, in the exercise of their sole <br />discretion, consent to a proposed Transfer of this Agreement, the Property or portion thereof if <br />all of the following requirements are met (provided however, the requirements of this Section 7.4 <br />shall not apply to Transfers described in clauses (i) through (iv) of Section 7.3): <br />(i) The proposed transferee demonstrates to the City’s satisfaction that it has <br />the qualifications, experience and financial resources necessary and adequate as may be <br />reasonably determined by the City to competently complete construction of the Project <br />and to otherwise fulfill the obligations undertaken by the Developer under this <br />Agreement. <br />(ii) The Developer and the proposed transferee shall submit for City review <br />and approval all instruments and other legal documents proposed to effect any Transfer <br />of this Agreement, the Property or interest therein together with such documentation of <br />the proposed transferee’s qualifications and development capacity as the City may <br />reasonably request. <br />(iii) The proposed transferee shall expressly assume all of the rights and <br />obligations of the Developer under this Agreement, the Regulatory Agreement, the City <br />Documents arising after the effective date of the Transfer and all obligations of <br />Developer arising prior to the effective date of the Transfer (unless Developer expressly <br />remains responsible for such obligations) and shall agree to be subject to and assume all <br />of Developer’s obligations pursuant to the Conditions of Approval and all other <br />conditions, and restrictions set forth in this Agreement and the Regulatory Agreement. <br />(iv) The Transfer shall be effectuated pursuant to a written instrument <br />satisfactory to the City in form recordable in the Official Records. <br />Consent to any proposed Transfer may be given by the City Manger unless the City <br />Manager, in his or her discretion, refers the matter of approval to the City Council. If the City <br />rejects a proposed Transfer, the City, as applicable, shall provide the reasons for such rejection in <br />writing within thirty (30) days following receipt of written request by Developer, and <br />representatives of the City shall meet with Developer and the proposed transferee to discuss in <br />good faith the reasons for the rejection and Developer’s and transferee’s responses thereto. <br />40