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BRIGGS&MORGAN Fax:6512236645 Dec 11 '98 17:03 P.27 <br /> to fulfill the obligations undertaken in this Agreement <br /> by the Developer. <br /> (ii) Either (A) the proposed transferee, by <br /> instrument in writing satisfactory to the City and in <br /> form recordable among the land records, shall, for <br /> itself and its successors and assigns, and expressly <br /> for the benefit of the City, have expressly assumed all <br /> of the obligations of the Developer under this <br /> Agreement and agreed to be subject to all the <br /> conditions and restrictions to which the Developer is <br /> subject, or (B) the Developer agrees to continue to <br /> fulfill those obligations, in which case the preceding <br /> provisions of this Section 9 .2 (b) shall not apply) . <br /> Section 9 .3 . Release and Indemnification Covenants . <br /> (a) Except for any willful misrepresentation or any <br /> negligent act, willful or wanton misconduct or any unlawful <br /> act of the indemnified parties, the Developer releases the <br /> City and the governing body members, officers, agents, <br /> servants and employees thereof (hereinafter, for purposes of <br /> this Section 9 .3, the "indemnified parties") from, covenants <br /> and agrees that the indemnified parties shall not be liable <br /> for, and agrees to indemnify and hold harmless the <br /> indemnified parties against, any loss or damage to property <br /> or any injury to or death of any person occurring at or <br /> about or resulting from any defect in the Minimum <br /> Improvements. <br /> (b) Except for any willful misrepresentation or any <br /> negligent act, willful or wanton misconduct or any unlawful <br /> act of the indemnified parties, the Developer agrees to <br /> protect and defend the indemnified parties, now or forever, <br /> and further agrees to hold the indemnified parties harmless, <br /> from any claim, demand, suit, action or other proceeding <br /> whatsoever by any person or entity whatsoever arising or <br /> purportedly arising (i) from any violation of any agreement <br /> or condition of this Agreement by the Developer (except with <br /> respect to any suit, action, demand or other proceeding <br /> brought by the Developer against the City to enforce its <br /> rights under this Agreement) or (ii) the acquisition, <br /> construction, installation, ownership, and operation of the <br /> Minimum Improvements by the Developer. <br /> (c) The indemnified parties shall not be liable for <br /> any damage or injury to the persons or property of the <br /> Developer or its officers, agents, servants or employees or <br /> any other person who may be about the Minimum Improvements <br /> due to any act of negligence of any person, other than any <br /> 965316.Red <br /> V22 to v1; 12/11/98 23 <br />