03-08-1999 CC - Laserfiche WebLink

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Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Improvements, provided (1) that this indemnification shall not apply to the warranties made or obligations undertaken by the Authority in this Agreement and (2) that the claim or matter against which such indemnification is sought is based upon the acts of the Developer or others acting on its behalf or under its direction or control . (c) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority. (d) This Agreement shall not create and shall not be construed to create any partnership, joint venture, agency or employment relationship between the Parties . (e) Notwithstanding the foregoing to the contrary, after the execution of the Certificate of Completion, if the Developer transfers the Development Property to a third party and said third party accepts the obligations of the Developer hereunder, and if the conditions stated in Section 4 . 1 (b) are satisfied, the Developer shall, in an agreement with the Authority providing the same, be released from all obligations and liabilities under this Section 4 . 2, except for all liabilities which may arise with respect to actions taken or circumstances existing prior to the effective date of said release . 334455.6 4-3