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15 DOCSOPEN\MU205\50\716385.v4-4/22/21 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 from the acquisition, construction, installation, ownership, maintenance and operation of the Development Property or the Minimum Improvements (collectively in this paragraph (b), the “Claim”); provided, however, notwithstanding the foregoing, the Developer’s indemnification and hold harmless shall apply only with regard to the portion of the Development Property or Minimum Improvements owned by the Developer at the time the Claim occurred. (c) Except for any misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their representations and obligations under this Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements (collectively in this paragraph (c), the “Claim”) owned by the Developer at the time of the Claim. (d) All covenants, stipulations, promises, agreements and obligations of the EDA contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of such entities and not of any governing body member, officer, agent, servant or employee of such entities in the individual capacity thereof. ARTICLE VIII Events of Default Section 8.1. Events of Default Defined. Each and every one of the following shall be an Event of Default under this Agreement: (a) Failure by the EDA or the Developer to proceed to closing on the Development Property after compliance with or the occurrence of all conditions precedent to closing; (b) Failure by the Developer to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay; (c) Failure by the Developer to pay real estate taxes or special assessments on the Development Property and Minimum Improvements as they become due; (d) Use by the Developer or others of the Minimum Improvements for purposes other than those contemplated and permitted by this Agreement, including failure to comply with Sections 9.3 and 9.10 of this Agreement. (e) Transfer or Sale of the Development Property or the Minimum Improvements or any part thereof by the Developer in violation of Section 7.1 of this Agreement and without the prior written permission by the EDA;