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the indemnified parties harmless, from any claim, demand, suit, action or other <br />proceeding whatsoever by any person or entity whatsoever arising or purportedly arising <br />(i) from any violation of any agreement or condition of this Agreement by the Developer <br />(except with respect to any suit, action, demand or other proceeding brought by the <br />Developer against the City to enforce its rights under this Agreement) or (ii) the <br />acquisition, construction, installation, ownership, and operation of the Minimum <br />Improvements by the Developer. <br />(c) The indemnified parties shall not be liable for any damage or injury to the <br />persons or property of the Developer or its officers, agents, servants or employees or any <br />other person who may be about the Minimum Improvements due to any act of negligence <br />of any person, other than any act of negligence on the part of any such indemnified party <br />or its officers, agents, servants or employees. <br />(d) All covenants, stipulations, promises, agreements and obligations of the <br />City contained herein shall be deemed to be the covenants, stipulations, promises, <br />agreements and obligations of the City, respectively, and not of any governing body <br />member, officer, agent, servant or employee of the City in the individual capacity thereof. <br />(0) <br />Agreement. <br />The provisions of this Section 9.3 shall survive termination of this <br />Section 9.4 Approvals. Notwithstanding Section 9.1 and 92, 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 IX 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. <br />1549292v2 <br />1112 <br />- 2 7 - <br />