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7.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are
<br />cumulative, and the exercise by either Party of one or more of its rights or remedies shall not
<br />preclude the exercise by it, at the same or different times, of any other rights or remedies for the
<br />same default or any other default by the other Party. Notwithstanding anything to the contrary
<br />contained in this Agreement, in no event shall either Party be liable for speculative, consequential,
<br />punitive or other indirect damages, and each Party waives any right to collect speculative,
<br />consequential, punitive or other indirect damages against the other Party.
<br />7.3 Indemnification. In addition to any other indemnity specifically provided in this
<br />Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of
<br />Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be
<br />joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and
<br />its respective officers, officials, agents, employees, representatives, and volunteers (collectively,
<br />"Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or
<br />omission of Developer in connection with its obligations under this Agreement, except to the
<br />extent caused by the negligence or willful misconduct of Indemnitees.
<br />8. ASSIGNMENT• COVENANTS RUN WITH THE LAND
<br />8.1 Assignment by Developer.
<br />8.1.1 Prohibited Transfers or Assignments. Except as authorized in this Section
<br />or Section 8.1.2 below, Developer shall not sell, transfer, or assign the Property or Project in whole
<br />or in part, or transfer or assign Developer's rights and obligations in this Agreement, in whole or
<br />in part, without City's prior written approval, which shall not be unreasonably withheld,
<br />conditioned or delayed ("Permitted Transfer"); provided, however, Developer shall have the right
<br />without City's prior written approval to transfer or assign the Property, Project and/or Developer's
<br />rights and obligations in this Agreement to any entity that is controlled by, or is under common
<br />control with, Developer, and Developer shall thereafter be released from any future obligations
<br />under this Agreement. In connection with Permitted Transfer, Developer shall: (i) notify City in
<br />writing of the sale, transfer, or assignment of all or any portion of the Property, and (ii) deliver to
<br />City an assignment and assumption agreement (or other agreement) in a form approved by City in
<br />its reasonable discretion and executed by Developer and its transferee/assignee pursuant to which
<br />Developer's transferee/assignee assumes all of Developer's covenants and obligations set forth
<br />herein with respect to the Property or the portion thereof so transferred. Any request for transfer
<br />or assignment of the Agreement by Developer shall require the payment of fees or a deposit to
<br />compensate the City for approximate expenses incurred by Developer to City, as applicable, for
<br />the City's review of the request. Upon the delivery of the assignment and assumption agreement
<br />as provided for above for a Permitted Transfer, or in the event of a sale of the Property as provided
<br />for in Section 8,1.1, Developer shall be released from any future obligations under this Agreement,
<br />8.1.2 Sale of Property. Owner agrees and declares that the Property and the
<br />Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated,
<br />sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of
<br />which are for the purpose of enhancing and protecting the value and attractiveness of the Property
<br />and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute
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