5.0. 6.0. 7.0. 8.0. 9.0. 10.0. EDSR 09-21-1998

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Authority's right to disapprove a transfer, no transfer shall be permitted unless the • Developer provides to the Authority evidence, satisfactory to the Authority, that all security registration laws have been complied with in connection with such transfer. No such transfer, or approval by the Authority thereof, shall be deemed to relieve the Developer, or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Minimum Improvements, from any of its obligations with respect thereto, nor shall Developer or any other party bound by this Agreement be released from any obligations hereunder without the written release by the Authority. Notwithstanding the foregoing, the Authority's participation in the Developer's development hereunder is predicated upon the new employment that the development will make possible, and its understanding that the Minimum Improvements will be occupied for a term of not less than the term of the Tax Increment District, for use as a manufacturing facility, as set forth on Schedule D to this Agreement. Section VIII.2 Approvals. Any approval required to be given by the Authority under this Article VIII of this Agreement may be denied only in the event that the Authority reasonably determines that the ability of the Developer to • perform its obligations under this Agreement will be materially impaired by the action for which approval is sought. Section VIII.3 Release and Indemnification Covenants. (a) The Developer releases from and covenants and agrees that the Authority and the governing body members, officers, agents, servants and employees thereof shall not be liable for, and agrees to indemnify and hold harmless the Authority and the governing body members, officers, agents, servants and employees thereof, against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, other than caused by the willful misconduct or negligence of the Authority or its governing body members, officers, agents, servants and employees. (b) Except for any willful misrepresentation, any willful or wanton misconduct, or any negligent actions of the following named parties, the Developer agrees to protect and defend the Authority and the governing body members, officers, agents, servants and employees thereof, now or 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 or purportedly • arising from this Agreement, or the transactions contemplated hereby, or the 15 BeckP 548540.1