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DRAFT 4.5.2022 Property or the Minimum Improvements owned by Developer at the time the Claim occurred. (ii) 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 representative's obligations under this Agreement, the 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 from the acquisition, construction, installation, ownership, maintenance and operation of the 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 Property or Minimum Improvements owned by the Developer at the time the Claim occurred. (iii) 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 Property or Minimum Improvements (collectively in this paragraph (c), the "Claim") owned by the Developer at the time of the Claim. (iv) 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. 25. One Year Deadline; EDA Statutory Sale Requirements. a. One-year deadline. Within one year from the date of purchase, the Developer shall devote the Property to its intended use or begin work on the improvements to the Property to devote it to that use. If the Developer fails to do so, the EDA may cancel the sale and title to the Property shall return to the EDA. The EDA may extend the time to comply with a condition if the Developer has good cause. The Developer must not transfer title to the Property within one year of the Agreement without the consent of the EDA. b. Revesting Interest in the EDA Upon Happening of Event of Default Subsequent to Conveyance to Developer. In the event that subsequent to conveyance of the Property to the Developer and prior to the issuance of a Certificate of Completion and Release of Forfeiture for the Minimum Improvements the Developer, subject to Unavoidable 13 DOCSOPEN\MU205\53\788760.v5-4/5/22