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. (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 that <br /> the Authority and the governing body members, officers, agents, <br /> including its independent contractors, consultants and legal <br /> counsel, servants and employees thereof (hereinafter, for purposes <br /> of this Section, collectively the "Indemnified Parties" ) shall not <br /> be liable for and agrees to indemnify and hold harmless the <br /> Indemnified Parties against any loss or damage to property or any <br /> injury to or death of any person occurring at or about or resulting <br /> from any defect in the Improvements, except that the foregoing <br /> indemnity shall not apply to any liability arising pursuant to an <br /> act or omission of any of the Indemnified Parties . <br /> (b) Except for any willful misrepresentation or any willful <br /> or wanton misconduct of the Indemnified Parties, the Developer <br /> agrees to protect and defend the Indemnified Parties, now and <br /> forever, and further agrees to hold the aforesaid harmless from any <br /> • claim, demand, suit, action or other proceeding whatsoever by any <br /> person or entity whatsoever arising or purportedly arising from <br /> this Agreement, or the transactions contemplated hereby or the <br /> acquisition, construction, installation, ownership, and operation <br /> of the 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) All covenants, stipulations, promises, agreements and <br /> obligations of the Authority contained herein shall be deemed to be <br /> the covenants, stipulations, promises, agreements and obligations <br /> of the Authority and not of any governing body member, officer, <br /> 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 /> i <br /> 298106.1 4-2 <br />