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�:��. �'. ���_ �� �� - ,,,.t��..�__: r=-� � �� . �x �.:_, r-., �: --- � ----.-"- "�: �- --' � i.r� >_;_�.-s--; � � i� Y f <br />� r.,--'__ - . <br />(iii) There shall be submitted to the <br />Authority for review and prior written <br />approval all instruments and other documents <br />involved in effecting the transfer of any <br />interest in this Agreement or the Development <br />Property. <br />Section 4.2. Release and Indemnification Covenants. <br />(a) The Developer releases from and covenants and agrees <br />that the Authority and the governing body members, officers, <br />agents, including its independent contractors, consultants and <br />legal counsel, servants and employees thereof (hereinafter, <br />for purposes of this Section, collectively the "Indemnified <br />Parties") shall not be liable for and agrees to indemnify and <br />hold harmless the Indemnified Parties against any loss or <br />damage to property or any injury to or death of any person <br />occurring at or about or resulting from any defect in the <br />Improvements, except that the foregoing indemnity shall not <br />apply to any liability arising pursuant to an act or omission <br />of any of the Indemnified Parties. <br />(b) Except for any willful misrepresentation or any <br />willful or wanton misconduct of the Indemnified Parties, the <br />Developer agrees to protect and defend the Indemnified <br />Parties, now and forever, and further agrees to hold the <br />aforesaid harmless from any claim, demand, suit, action or <br />other proceeding whatsoever by any person or entity whatsoever <br />arising or purportedly arising from this Agreement, or the <br />transactions contemplated hereby or the acquisition, <br />construction, installation, ownership, and operation of the <br />Improvements, provided, that this indemnification shall not <br />apply to the warranties made or obligations undertaken by the <br />Authority in this Agreement. <br />(c) Al1 covenants, stipulations, promises, agreements <br />and obligations of the Authority contained herein shall be <br />deemed to be the covenants, stipulations, promises, agreements <br />and obligations of the Authority and not of any governing body <br />member, officer, agent, servant or employee of the Authority. <br />(d) This Agreement shall not create and shall not be <br />construed to create any partnership, joint venture, agency or <br />employment relationship between the Parties. <br />262545 .1 4 � 2 <br />