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<br />City Indemnified Parties harmless, from any claim, demand, suit, action or other proceeding
<br />whatsoever by any person or entity whatsoever arising or purportedly arising (i) from any
<br />violation of any agreement or condition of this Agreement by the Developer (except with respect
<br />to any suit, action, demand or other proceeding brought by the Developer against the City to
<br />enforce its rights under this Agreement) or (ii) the acquisition, construction, installation,
<br />ownership, and operation of the Minimum Improvements by the Developer;
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<br />(c) Except for any willful misrepresentation or any grossly negligent act or omission,
<br />willful or wanton misconduct or any unlawful act of the Developer, the City releases the
<br />Developer from, covenants and agrees that the Developer shall not be . liable for, and agrees to
<br />indemnify and hold harmless the Developer against, any loss or damage to property or any injury
<br />to or death of any person occurring at or about or resulting from any defect in the Public
<br />Improvements.
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<br />(d) Except for any willful misrepresentation or any grossly negligent act, willful or
<br />wanton misconduct or any unlawful act of the Developer, the City agrees to protect and defend
<br />the Developer, now or forever, and further agrees to hold the Developer harmless, from any
<br />claim, demand, suit, action or other proceeding whatsoever by any person or entity (except for
<br />claims relating to the obligation to pay the cost of the Public Development Costs as provided in
<br />this Agreement and in subsequent Phase or Sub-Phase agreements between the City and
<br />Developer) whatsoever arising or purportedly arising (i) from any violation of any agreement or
<br />condition of this Agreement by the City (except with respect to any suit, action, demand or other
<br />proceeding brought by the City against the Developer to enforce its rights under this Agreement)
<br />or (ii) the construction and operation of Public Improvements by the City.
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<br />(e) All covenants, stipulations, promises, agreements and obligations of the City
<br />contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
<br />obligations of the City, respectively, and not of any governing body member, officer, agent,
<br />servant or employee of the City in the individual capacity thereof.
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<br />(f) Without limiting any other provision of this Agreement, the Developer hereby
<br />agrees to protect and defend the City and the governing body members, officers, agents, servants
<br />and employees thereof, now or forever, and further agrees to hold the aforesaid harmless from
<br />any claim, demand, suit, action or other proceeding whatsoever by any person or entity
<br />whatsoever for relocation benefits or assistance under State or federal law as a result of the
<br />Developer's activities under this Agreement.
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<br />Section 8.4. Approvals. Notwithstanding Sections 8.1 and 8.2, any approval of a
<br />transfer of interest in the Developer, this Agreement, or all or a part of the Development Property
<br />required to be given by the City under this Article VIII may be denied only in the event that the
<br />City reasonably determines that the ability of the Developer to perform its obligations under this
<br />Agreement and its obligation, to pay ad valorem real property taxes assessed with respect to the
<br />Development Property, or the overall financial security provided to the City under the terms of
<br />this Agreement, or the likelihood of the Minimum Improvements being successfully constructed
<br />and operated and maintained pursuant to the terms of this Agreement, will be materially
<br />impaired by the action for which approval is sought.
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