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1054867.2 <br />consummated or occurring, and whether voluntary or <br />involuntary, shall operate, legally or practically, to <br />deprive or limit the City of or with respect to any <br />rights or remedies or controls provided in or resulting <br />from this Agreement with respect to the Minimum <br />Improvements that the City would have had, had there <br />been no such transfer or change. In the absence of <br />specific written agreement by the City to the contrary, <br />no such transfer or approval by the City thereof shall <br />be deemed to relieve the Developer, or any other party <br />bound in any way by this Agreement or otherwise with <br />respect to the construction of the Minimum <br />Improvements, from any of its obligations with respect <br />thereto. <br />(iii) There shall be submitted to the City for <br />review and prior written approval all instruments and <br />other legal documents involved in effecting the <br />transfer of any interest in this Agreement or the <br />Development Property governed by this Article IX. <br />Section 9.3. Release and Indemnification Covenants. <br />(a) The Developer releases the City and the <br />governing body members, officers, agents, servants and <br />employees thereof (hereinafter, for purposes of this <br />Section 9.3, the "indemnified parties ") from, covenants <br />and agrees that the indemnified parties shall not be <br />liable for, and agrees to indemnify and hold harmless <br />the indemnified parties against, any loss or damage to <br />property or any injury to or death of any person <br />occurring at or about or resulting from any defect in <br />the Minimum Improvements. <br />(b) Except for any willful misrepresentation or <br />any negligent act, willful or wanton misconduct or any <br />unlawful act of the indemnified parties, the Developer <br />agrees to protect and defend the indemnified parties, <br />now or forever, and further agrees to hold the <br />indemnified parties harmless, from any claim, demand, <br />suit, action or other proceeding whatsoever by any <br />person or entity whatsoever arising or purportedly <br />arising (i) from any violation of any agreement or <br />condition of this Agreement by the Developer (except <br />Page 83 <br />