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successors and assigns, and expressly for the <br /> benefit of the Authority, have expressly <br /> assumed all of the obligations of the <br /> Developer under this Agreement and agreed to <br /> be subject to all the conditions and <br /> restrictions to which the Developer is subject <br /> unless the Developer agrees to continue to <br /> fulfill those obligations . In addition, the <br /> Authority may require the Developer and/or the <br /> transferee to join in such agreements as the <br /> Authority may reasonably determine to be <br /> necessary to clarify the respective rights and <br /> obligations of the interested parties, e .g. , <br /> to obtain a waiver and acknowledgement from <br /> the transferee if that transferee is not also <br /> becoming the registered owner of the EDA Note . <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; provided that the purposes of said <br /> review and approval shall be only to ascertain <br /> that said documents do not contravene the <br /> terms of this Agreement and sufficiently <br /> provide for the intended and permitted <br /> transfer. Specifically, but without <br /> limitation, the economics of the transfer, as <br /> between the Developer and its transferee, <br /> shall not be a basis for the Authority to <br /> withhold consent thereto. <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, provided (1) that the foregoing indemnity shall <br /> not apply to any liability arising pursuant to an act or <br /> omission of any of the Indemnified Parties and (2) that the <br /> claim or matter against which such indemnification is sought <br /> is based upon the acts of the Developer or others acting on <br /> its behalf or under its direction or control . <br /> (b) Except for any willful misrepresentation or any <br /> willful or wanton misconduct of the Indemnified Parties, the <br /> 334455.6 4-2 <br />