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24 <br />(1) Any proposed transferee shall have the qualifications and financial <br />responsibility, in the reasonable judgment of the City, necessary to fulfill the <br />Redeveloper’s obligations hereunder. <br /> <br />(2) Any proposed transferee, by instrument in writing satisfactory to the City <br />and in form recordable among the land records, shall, for itself and its successors and <br />assigns, and expressly for the benefit of the City, have assumed all of the obligations of <br />the Redeveloper under this Agreement and agreed to be subject to all of the conditions <br />and restrictions to which the Redeveloper is subject; provided, however, that the fact that <br />any transferee of, or any other successor in interest to, the Redevelopment Property, or <br />any part thereof, shall not, for whatever reason, have assumed such obligations or so <br />agreed, shall not (unless and only to the extent otherwise specifically provided in this <br />Agreement or agreed to in writing by the City) deprive the City of any rights or remedies <br />with respect to the Redevelopment Property or any part thereof or the construction of the <br />Minimum Improvements; it being the intent of the parties as expressed in this Agreement <br />that (to the fullest extent permitted at law and in equity and excepting only in the manner <br />and to the extent provided otherwise in this Agreement) no transfer of, or change with <br />respect to, ownership in the Redevelopment Property or any part thereof, or any interest <br />therein, whether voluntary or involuntary, shall operate, legally or practically, to deprive <br />or limit the City with respect to any rights, remedies or controls provided in this <br />Agreement as to the Minimum Improvements that the City would have had, had there <br />been no such transfer or change. In the absence of specific written agreement by the City <br />to the contrary, no such transfer or approval by the City thereof shall be deemed to relieve <br />the Redeveloper, or any other party bound by this Agreement or otherwise with respect to <br />the construction of the Minimum Improvements, from any of its obligations with respect <br />thereto. <br /> <br />(3) Any and all instruments and other legal documents involved in effecting the <br />transfer of this Agreement or the Redevelopment Property shall be in a form reasonably <br />satisfactory to the City. <br /> <br />If the foregoing conditions are satisfied, then the Redeveloper shall be released from its <br />obligations under this Agreement as to the portion of the Redevelopment Property that is <br />transferred, assigned or otherwise conveyed. Nevertheless, prior to Termination Date, any <br />transfer of the Property shall not be made in violation of and contrary to the terms of the <br />Declaration of Restrictive Covenants and Prohibition Against Tax Exemption. Any such transfer <br />shall be null and void and be an Event of Default. <br /> <br /> Section 7.3. Release and Indemnification Covenants. <br /> <br /> (a) The Redeveloper covenants and agrees that the Indemnified Parties shall not be <br />liable for, and agrees to indemnify and hold harmless the Indemnified Parties against, any loss or <br />damage to property or any injury to or death of any person occurring at or about or resulting from <br />any defect in the Minimum Improvements in which the claim therefor is based upon the acts of <br />the Redeveloper or of others acting on behalf of or under the direction or control of the