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<br /> -10- Q2~ 0 Q <br /> 0 ",,1 \L 0 ,j <br /> and the sale of land and improvements which are then leased <br /> back to Rohr or to its parent company, subsidiary or an <br /> affiliate thereof or to a joint venture, are hereby consented <br /> to and shall not resul t in a forfeiture of the Tax <br /> Abatement provided for herein; however, in such case Rohr <br /> agrees to give written notice thereof to the City within ten <br /> ( 10) days of such transaction. <br />B. Upon the request of Rohr, when Rohr has arranged a party to <br /> finance the project herein contemplated, the City will enter <br /> a three-party transfer agreement under which all of the rights <br /> and obligations of the parties hereunder will be preserved, <br /> although the named parties to this Agreement may be amended to <br /> include the aforesaid financing party. <br />C. In addition to the aforesaid permitted assignments, this <br /> Agreement may be assigned to a new owner or lessee of the <br /> facility with the written consent of the City Council, which <br /> consent shall not be unreasonably withheld. Any assignment <br /> shall provide that the assignee shall irrevocably and <br /> unconditionally assume all the duties and obligations of <br /> the assignor upon the same terms and conditions as set out in <br /> this Agreement. Any assignment of this Agreement shall be to <br /> an entity that contemplates the same improvements to the <br /> property, except to the extent such improvements have been <br /> completed. No assignment shall be approved if Rohr or the <br /> assignee are indebted to the City for ad valorem taxes or <br /> other obligations. <br />