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charges with respect to the Acquisition Parcels or part thereof; any payments made or necessary to the made to discharge any valid encumbrances or valid liens existing on the Acquisition Pazcels or part thereof at the time of revesting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subseque:it encumbrances or liens due to obligations, defauits or acts of IAC, and any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Acquisition Pazcels, or part thereof; and b. Second, all sums remaining after the reimbursements set forth in clause (a) above shall be paid to IAC. To the extent that the rights established in this section involve a forfeitwe, this section must be strictly interpreted against the Agency, the pazry for whose benefit it is created. The rights established in this section aze intended to assure that the Acquisition Pazcels aze acquired and conveyed to IAC for development, and not for speculation in undeveloped land. Article 9. ASSIGNMENT AND TRANSFERS The qualifications and identiry of IAC is of particulaz concem to the Agency, and it is because of such qualifications and identity that the Agency has entered into this Agreement with IAC. No voluntary or involuntary successor in interest of IAC shall acquire any rights or powers under this Agreement, except as expressly set forth herein. §901 . Prohibition Against Transfer of t6e Project Site, the Buildin�s or Structures Thereon and Assignment of Agreement Prior to the issuance by the Agency of a Certificate of Completion, IAC shall not (except as expressly permitted by this Section 901), without the prior written approval of the Agency, which shall not be unreasonably withheld, make any total or partial sale, transfer, conveyance, assignment or lease ("Transfers") of the whole or any part of the IAC Project Site or of the buildings or structures on the IAC Project Site or of this Agreement. This prohibition shall not apply subsequent to the issuance of a Certificate of Completion to any portion of the IAC Project Site covered by a Certificate of Completion. This prohibition shall not be deemed to prevent the granting of temporary or permanent easements or permits to facilitate the development of the IAC Project Site or to prohibit or restrict the leasing of any part or parts of a building or structure for use of space therein when said improvements aze completed. In the absence of specific written agreement by the Agency, no such Transfer shall be deemed to relieve IAC or any other party from any obligations under this Agreement until completion of development for a Project Phase as evidenced by the issuance of a Certificate of Completion therefor. In determining whether to approve any proposed transferee, assignee, buyer or lessee (`Transferee") of the IAC Project Site, or any portion thereof, prior to the recordation of a Certificate(s) of Completion for each Project Phase or Project Phases to be constructed on the IAC Project Site or a portion thereof, the Agency shall be limited to a reasonable determination of whethet the Transferee has the qualifications and financial responsibility necessary and adequate to fulfill the specific obligations required by this Agreement to be undertaken by IAC related to the Project Phase or Project Phases proposed to be transferred or assigned to the Transferee. 38 9627:8397615