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Attachment A <br />provided, however, that the fact that any transferee of, or any other successor in interest <br />whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever <br />reason, have assumed such obligations ar so agreed, and shall not (unless and only to the <br />extent otherwise specifically provided in this Agreement or agreed to in writing by the City <br />) deprive the City of any rights or remedies ar controls with respect to the Redevelopment <br />Property, the Minimum Improvements or any part thereof or the construction of the <br />Minimum Improvements; it being the intent of the parties as expressed in this Agreement <br />that (to the fullest extent permitted at law and in equity and excepting only in the manner <br />and to the extent specifically provided otherwise in this Agreement) no transfer of, ar <br />change with respect to, ownership in the Redevelopment Property or any part thereof, or <br />any interest therein, however consummated ar occurring, and whether voluntary or <br />involuntary, shall operate, legally, or practically, to deprive or limit the City of or with <br />respect to any rights or remedies on controls provided in or resulting from this Agreement <br />with respect to the Redevelopment Property that the City would have had, had there been <br />no such transfer or change. In the absence of specific written agreement by the City to the <br />contrary, no such transfer or approval by the City thereof shall be deemed to relieve the <br />Redeveloper, or any other party bound in any way by this Agreement or otherwise with <br />respect to the Redevelopment Property, from any of its obligations with respect thereto. <br />(iii) Any and all instruments and other legal documents involved in effecting the <br />transfer of any interest in this Agreement or the Redevelopment Property governed by this <br />Article VIII, shall be in a form reasonably satisfactory to the City. <br />(iv) At the written request of Redeveloper, the City shall execute and deliver to <br />Redeveloper and the proposed transferee an estoppel certificate containing commercially <br />customary and reasonable certifications. <br />In the event the foregoing conditions are satisfied then the Redeveloper shall be released from its <br />obligation under this Agreement, as to the portion of the Redevelopment Property that is <br />transferred, assigned, or otherwise conveyed. <br />(c) Nothing in this Article VIII will be construed to require, as a condition for release <br />of the Redeveloper hereunder or otherwise, that purchasers of any Unit assume any obligations of <br />the Redeveloper. Upon sale of any Unit to an initial owner, the City will provide to Redeveloper or <br />the buyer the Certificate of Completion for that Unit in recordable form releasing the Unit from all <br />encumbrances of this Agreement. <br />Section 8.3. Release and Indemnification Covenants. (a) Except far any willful <br />misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties as <br />hereinafter defined, and except for any breach by any of the Indemnified Parties of their <br />obligations under this Agreement, the Redeveloper releases from and covenants and agrees that <br />the City, and the governing body members, officers, agents, servants, and employees thereof (the <br />"Indemnified Parties") shall not be liable for and agrees to indemnify and hold harmless the <br />Indemnified Parties against any loss or damage to property or any injury to or death of any person <br />occurring at or about or resulting from any defect in the Redevelopment Property or the Minimum <br />Improvements. <br />19 <br />7174856v3 <br />