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conditions and restrictions to which Developer is subject as to such portion; provided, <br /> however, that the fact that any transferee of, or any other successor in interest whatsoever <br /> to, the Developer's Minimum Improvements Property, or any part thereof, shall not, for <br /> whatever reason, have assumed such obligations or so agreed, and shall not (unless and <br /> only to the extent otherwise specifically provided in this Agreement or agreed to in <br /> writing by the City) deprive the City of any rights or remedies or controls with respect to <br /> the Developer's Minimum Improvements Property or any part thereof or the construction <br /> of the Developer's Minimum Improvements; it being the intent of the Parties as <br /> expressed in this Agreement that (to the fullest extent permitted at law and in equity and <br /> excepting only in the manner and to the extent specifically provided otherwise in this <br /> Agreement) no transfer of, or change with respect to, ownership in the Developer's <br /> Minimum Improvements Property or any part thereof, or any interest therein, however <br /> consummated or occurring, and whether voluntary or involuntary, shall operate, legally <br /> or practically, to deprive or limit the City of or with respect to any rights or remedies on <br /> controls provided in or resulting from this Agreement with respect to the Developer's <br /> Minimum Improvements that the City would have had, had there been no such transfer or <br /> change. In the absence of specific written agreement by the City to the contrary, no such <br /> transfer or approval by the City thereof shall be deemed to relieve Developer, or any <br /> other party bound in any way by this Agreement or otherwise with respect to the <br /> construction of the Developer's Minimum Improvements, from any of its obligations <br /> with respect thereto. <br /> (3) Any and all instruments and other legal documents involved in effecting <br /> the transfer of any interest in this Agreement or the Developer's Minimum Improvements <br /> Property governed by this Article VIII, shall be in a form reasonably satisfactory to the <br /> City. <br /> (c) If the conditions described in paragraph (b) are satisfied with regard to any <br /> Transfer requiring the approval of the City then the Transfer will be approved and Developer <br /> shall be released from its obligations under this Agreement, as to the portion of the Developer's <br /> Minimum Improvements Property that is transferred, assigned, or otherwise conveyed. The <br /> provisions of this Section 8.2 apply to all subsequent transferors, assuming compliance with the <br /> terms of this Article. <br /> (d) Upon issuance of the final Certificate of Completion for the Minimum <br /> Improvements, Developer may transfer or assign the Developer's Minimum Improvements <br /> Property, the Minimum Improvements and/or Developer's rights and obligations under this <br /> Agreement with respect to such property without the prior written consent of the City. <br /> Section 8.3. Release and Indemnification Covenants. <br /> (a) Developer releases from and covenants and agrees that the City and the governing <br /> body members, officers, agents, servants and employees thereof shall not be liable for and agrees <br /> to indemnify and hold harmless the City and the governing body members, officers, agents, <br /> servants and employees thereof against any loss or damage to property or any injury to or death <br /> of any person occurring at or about or resulting from any defect in the Developer's Minimum <br /> Improvements. <br /> 25 <br /> 512017v5 JSB BL185-52 <br />