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Sent by: DRB MINNEAPOLIS 6123405584; 05/07/98 13:00; ,fel #801 ;Page 20/39
<br /> II/ other purpose authorized by the Agreement, the Developer(except as so authorized)has not made
<br /> or created, and will not make or create, or suffer to be made or created, any total or partial sale,
<br /> assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or
<br /> with respect to this Agreement or the Development Property, or any part thereof or any interest
<br /> herein or therein, or any contract or agreement to do any of the same, without the prior written
<br /> approval of the Authority, which approval shall not be unreasonably withheld or delayed. The
<br /> Developer shall, however,be entitled to transfer the Development Property and assign its rights and
<br /> obligations under this Agreement to a third party or entity affiliated with the Developer if such third
<br /> party or entity assumes the obligations of the Developer and pursuant to this Agreement under
<br /> transfer documents reasonably acceptable to the Authority, and if the proposed use of the
<br /> Development Property and employment levels to be maintained are substantially similar to those
<br /> contemplated with respect to the Developer's use of the Development Property. For purposes of this
<br /> Agreement, a party or entity shall be deemed affiliated with the Developer if such party or entity is
<br /> owned or controlled by the Developer.
<br /> No such transfer, or approval by the Authority thereof, shall be deemed to relieve the
<br /> Developer, or any other party bound in any way by this Agreement or otherwise with respect to the
<br /> construction of the Minimum Improvements, from any of its obligations with respect thereto, nor
<br /> shall Developer or any other party bound by this Agreement be released from any obligations
<br /> hereunder without the written release by the Authority.
<br /> • Notwithstanding the foregoing, the Authority's participation in the Developer's development
<br /> hereunder is predicated upon the new employment that the development will make possible, and its
<br /> understanding that the Minimum Improvements will be occupied for a term of not less than the term
<br /> of this Agreement,for use as an office,warehouse,trucking facility, as set forth on Schedule E to this
<br /> Agreement.
<br /> Section 8.2 Approvals. Any approval required to be given by the Authority under this
<br /> Article VIII of this Agreement may be denied only in the event that the Authority reasonably
<br /> determines that the ability of the Developer to perform its obligations under this Agreement will be
<br /> materially impaired by the action for which approval is sought.
<br /> Section 8.3 Release and Indemnification Covenants.
<br /> (a) The Developer releases from and covenants and agrees that the Authority and the
<br /> governing body members, officers, agents, servants and employees thereof shall not be liable for, and
<br /> agrees to indemnify and hold harmless the Authority and the governing body members, officers,
<br /> agents, servants and employees thereof, against any loss or damage to property or any injury to or
<br /> death of any person occurring at or about or resulting from any defect in the Minimum Improvements,
<br /> other than caused by the willful misconduct or negligence of the Authority or its governing body
<br /> members, officers, agents, servants and employees.
<br /> • (b) Except for any willful misrepresentation, any willful or wanton misconduct, or any
<br /> negligent actions of the following named parties, the Developer agrees to protect and defend the
<br /> Authority and the governing body members, officers, agents, servants and employees thereof, now
<br /> Backe 545664.2 15
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