RDA Reso 2000-006 - Laserfiche WebLink

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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 issuance of the Certificate of Completion or within five (5) years after the date the Certificate of Completion is issued, the Agency shall be entitled to a monetary penalty of $500,000. In the absence of specific written agreement by the Agency, no Transfer by Developer shall be deemed to relieve the Developer or any successor in interest from any obligations under this Agreement. 5.04 Exception to Prohibition Against Transfer. The Agency shall not unreasonably withhold its approval of a Transfer of the Property or any part thereof or any interest therein or any improvements thereon or of this Agreement, to: (i) a subsidiary, affiliate, parent or other entity which controls, is controlled by, or is under common control with Developer (which shall be deemed to include a transfer, after issuance of the Certificate of Completion for the Phase 1 Improvements, to an entity consisting of David C. Inner and T. Lawrence Jett; (ii) a successor entity related to Developer by merger, consolidation, non -bankruptcy reorganization, or government action in which a controlling interest of not less than fifty-one percent (51%) of ownership, profits and losses is maintained by David C. Irmer (or a minimum fifty percent (50%) ownership interest by David C. Irmer together with evidence satisfactory to the Executive Director that David C. Inner has authority to act on behalf of and bind the Developer); or (iii) a joint venture in which Developer or any successor to Developer under the preceding clauses (i) and (ii) is a venturer or partner, provided that David C. Inner continues to hold a controlling interest (of not less than fifty-one percent [51%], or a minimum fifty percent (50%) ownership interest together with evidence satisfactory to the Executive Director that David C. Irmer has authority to act on behalf of and bind the Developer) of ownership, profits and losses. ARTICLE SIX: DEFAULT 6.01 Scope of Remedies. During the development of the Phase 1 Improvements, and prior to the issuance of a Certificate of Completion for the Phase 1 Improvements, the following shall govern the Parties' remedies for breach of the Agreement. 6.02 No Fault of Parties. The following events constitute a basis for a Party, otherwise allowed by this Agreement, to terminate this Agreement, without the fault of the other (as of the Outside Date or upon receipt of notification by the other party of its inability to meet one or more of the following): (a) The Developer, despite good faith efforts, is unable to obtain permits or approvals from the City to construct the Phase 1 Improvements and operate its business on the Property; (b) The Developer, despite its good faith and diligent efforts, fails to satisfy one or more of the Conditions Precedent by the Outside Date; or 20 DOCS00701700v 6\24258.0001