§ 123. Dissolution. 1. After termination of any tax exemption granted
pursuant to section one hundred twenty-five of this article, whether by
expiration or by any other cause, or in the event that prior thereto the
redevelopment company elects to pay to the municipality the total of all
accrued taxes for which such exemption was granted and received,
together with interest at the rate of five per centum per annum, a
redevelopment company which is a corporation or partnership or limited
liability company may voluntarily dissolve or, in the case of a
redevelopment company which is a trust, may terminate, and title to the
project may be conveyed in fee to the owner or owners of its capital or
to any corporation, partnership, limited liability company or trust
designated by it or them for the purpose, or the redevelopment company
may be dissolved or terminated and reconstituted pursuant to appropriate
laws relating to the formation and conduct of corporations,
partnerships, limited liability companies or trusts, after providing, in
any case, for the payment of all current operating expenses, taxes,
indebtedness and all accrued interest thereon, and the par value or
amount of the capital of the redevelopment company and accrued
distributions in respect thereof. If, after making such provision and
after the conveyance of the project, a cash surplus remains in the
treasury of the redevelopment company, such cash surplus shall, upon
dissolution or termination, be paid into the general fund of the
municipality. After such dissolution or termination and conveyance or
such reconstitution, the provisions of this article shall become and be
inapplicable to any such project and its owner or owners, and any tax
exemption granted to such redevelopment company pursuant to section one
hundred twenty-five of this article shall cease and terminate.

2. If prior to the termination of any tax exemption the project is
sold for any reason, the redevelopment company shall dissolve or
terminate, and any tax exemption granted to such redevelopment company
pursuant to section one hundred twenty-five of this article shall cease
and terminate, except as otherwise provided in section one hundred
twenty-two of this article. In such case the shareholders, partners,
members or beneficiaries, as the case may be, and income debenture
certificate holders shall in no event receive more than the par value of
their shares or amount of their capital and the face value of their
income debenture certificates with accrued and unpaid distributions or
interest in respect of such capital and income debenture certificates,
and any remaining surplus shall be paid into the general fund of the
municipality.

3. In no event shall a redevelopment company be voluntarily dissolved
or terminated unless provision is made for the payment in full of the
remaining balance of principal and interest due or unpaid upon any
mortgage on its property or any part thereof, but any project may, with
the consent of the local legislative body of the municipality, be
conveyed and transferred to the municipality subject to such mortgage
and accrued interest.

4. Unless the local legislative body of the municipality shall consent
to the voluntary dissolution or termination of a redevelopment company,
such a company shall not dissolve or terminate except in accordance with
subdivisions one and two of this section or upon the expiration of its
term as stated in the certificate creating the redevelopment company.

5. With the consent of the local legislative body and the
superintendent of financial services, a redevelopment company heretofore
or hereafter organized may voluntarily dissolve or terminate prior to
the termination of any tax exemption granted pursuant to section one
hundred twenty-five of this article and title to the project may be
conveyed, and all other assets of such redevelopment company may be
transferred, to an insurance company, whether or not such project shall
have been theretofore completed. After such dissolution or termination
and conveyance such tax exemption shall continue for the period of years
originally provided for in the contract, or for the unexpired portion
thereof if such period shall have theretofore commenced, subject to
prior termination pursuant to section one hundred twenty-four or section
one hundred twenty-five of this article, and the provisions of this
article shall thereafter be applicable to such project and to such
insurance company to the same extent and with the same force and effect
as though such project had been initially undertaken by such insurance
company pursuant to section one hundred twenty-four of this article;
provided, however, that nothing herein contained shall be deemed to
require the resubmission of the plan of the project and the contract
relating thereto for approval pursuant to section one hundred fourteen
of this article.

6. The contract with the municipality may contain such other
provisions for the dissolution or termination of the redevelopment
company as may be deemed advisable, not inconsistent with the provisions
of this article. In case of a dissolution or termination and conveyance
in accordance with subdivision five of this section, the contract may be
modified consistently with the provisions of said subdivision five and
section one hundred twenty-four of this article, any such modifications
to be approved by the superintendent of financial services and the local
legislative body.

7. Upon dissolution or termination as provided in this section, this
article shall become and be inapplicable to the project and its owner or
owners except as otherwise contemplated by subdivision five of this
section.