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C. Certificates from Parties. Homebuyer and proposed <br />Transferee each shall certify in writing, in a form acceptable to City, that the <br />Transfer shall be closed in accordance with, and only with, the terms of the sales <br />contract and other documents submitted to and approved by City and that all <br />consideration delivered by the proposed Transferee to owner has been fully <br />disclosed to City. The written certificate shall also include a provision that in the <br />event a Transfer is made in violation of the terms of this Restriction or false or <br />misleading statements are made in any documents or certificate submitted to City <br />for its approval of the Transfer, City shall have the right to file an action at law or <br />in equity to make the parties terminate and/or rescind the sales contract and/or <br />declare the sale void notwithstanding the fact that the Transfer may have closed <br />and become final as between Homebuyer and Transferee. <br />d. Written Consent of City Required Before Transfer. During <br />the Affordability Period, the Property, and any interest therein, shall not be <br />conveyed by any Transfer except with the express written consent of City, which <br />consent shall be given only if the Transfer is in accordance with the provisions of <br />this Restriction. This provision shall not prohibit the encumbering of title for the <br />sole purpose of securing financing of the purchase price of the Property. <br />e. Notice of Prohibited Transfer. Within twenty (20) days after <br />receiving notification of a proposed Transfer in accordance with Section 4a., City <br />shall determine and give notice to Homebuyer as to whether the proposed Transfer <br />is a Permitted Transfer or Prohibited Transfer, or whether the Transfer would cause <br />an acceleration under the Note under Section 1.f. of the Agreement, in which case, <br />upon Homebuyer's payment of the Contingent Equity Participation Amount as set <br />forth in Section 3 of the Agreement such Transfer would be deemed a Permitted <br />Transfer. In the event that the proposed Transfer is a Prohibited Transfer, such <br />notice to Homebuyer shall specify the nature of the Prohibited Transfer. If the <br />violation is not corrected to the satisfaction of City within ten (10) days after the <br />date of the notice, or within such further time as City determines is necessary to <br />correct the violation, City may declare a Default under this Restriction. Upon the <br />declaration of a Default, City may apply to a court of competent jurisdiction for <br />specific perforinance of this Restriction, for an injunction prohibiting a proposed <br />sale or Transfer in violation of this Restriction, for a declaration that the Prohibited <br />Transfer is void, or for any such other relief as may be appropriate. <br />f. Delivery of Documents. Upon the close of the proposed <br />Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a <br />copy of the final sales contract, settlement statement, escrow instructions, all <br />certificates required by this Section 4 and any other documents City may request." <br />3 <br />EXHIBIT E <br />