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SECTION VII. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER. A. Representations as to Development. The Developer represents and agrees that its purchase of the Property and its other undertakings under this Contract are and will be used for development of the Property and not for speculation in land holding. The Developer furt p p her recognizes that: 1. in view of the importance of the development of the Property to the general welfare of the City, 2. the substantial financial and other public assistance that has been made available by law and by the federal and local governments for the purpose of making such development possible, and 3. the fact that a transfer in ownership of the Developer is, for practical purposes, a transfer or disposition of the Property then owned by the Developer; the qualifications and identity of the Developer and its shareholders, members or partners are of particular concern to the Commission. The Developer further recognizes that it is due to such qualifications and identity that the Commission is entering into this Contract with the Developer and in so doing is further willing to accept and rely on the obligations of the Developer for the faithful performance of all undertakings and covenants. E B. Prohibition Against Transfer of Interest. The Developer agrees that any transactions with respect to the equity of the Developer,including any increased capitalization,merger,transfer or transfers of ownership of the outstanding shares of the Developer,or otherwise,which results in the ownership by persons who are not presently shareholders,members or partners of the Developer of 50%or more of the outstanding equity of the Developer at any time prior to the date of issuance of a Certificate of Completion,will constitute a violation of this Contract unless the Commission has given prior written approval to such transfer or transfers,which approval will not be unreasonably withheld. C. Prohibition Against Transfer of Property or Assignment of Contract. The Developer represents and agrees for itself, its successors and assigns, that except for security for obtaining financing needed to enable the Developer to make the improvements under this Contract,and except for any other purpose authorized by this Contract,the Developer has not made or will not make prior to receiving the Certificate of Completion: 1. any total or partial sale, assignment, conveyance, or lease; or 2. any trust or power; or 6 I