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Redeveloper of its obligations under this Agreement with respect to the portion of the Agreement assigned and/or the portion of the Redevelopment Property sold if the assignee or vendee expressly agrees to assume the Redeveloper's obligations hereunder and the City consents to such assignment and assumption, which consent shall not be unreasonably withheld. (iii) The Redeveloper may enter into purchase agreements for the sale of individual residential units and leases of commercial space within the Project in the ordinary course of the Redeveloper's business. (iv) The Redeveloper may sell and convey any portion of the Redevelopment Property after completion of construction of the Minimum Improvements required to be constructed on such portion. (b) The City shall be entitled to require, except as otherwise provided In this Agreement, as conditions to any such approval that: (1) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill the Redeveloper's obligations hereunder. (2) Any proposed transferee, by instrument in writing satisfactory to the City, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of the Redeveloper hereunder from which the Redeveloper seeks to be released and agrees to be subject to all of the conditions and restrictions to which the Redeveloper is subject unless the Redeveloper agrees to continue to fulfill those obligations. Section 7.3. Release and Indemnification Covenants. (a) In addition to its indemnification obligations set forth elsewhere in this Agreement, the Redeveloper covenants and agrees to pay, and will indemnify and save the City and its Council members, officers, agents, servants and employees (collectively, the "Indemnified Parties") harmless from and against, any liability, loss, damage, cost, claim, demand, suit, action or other proceeding due to any act, including negligence, of the Redeveloper or of others acting on the behalf or under the direction or control of the Redeveloper and which arises out of or relates to the (1) use, nonuse, ownership, condition, or occupancy of the Redevelopment Property, (2) acquisition, construction, installation, ownership, or operation of the Project, (3) failure to implement or observe the requirements of the Approved Response Action Plan, (4) condition (environmental or otherwise) of any Parcel or any right-of-way vacated by the City, or (5) any release of a Hazardous Substance during Environmental Remediation or the construction of the Public, Site or Minimum Improvements. The Redeveloper's indemnification obligations in this subparagraph (a) shall not apply to any loss resulting from negligent, willful or wanton misconduct of any of the City or its Council members, officers, agents, servants or employees. (b) None of the Indemnified Parties shall be liable to the Redeveloper for any damage or injury to the person or property of the Redeveloper or its officers, agents, servants or 32