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<br />assigned, or transferred to persons for development by them in accordance with the provisions of <br />this Agreement. Upon assignment or transfer of the rights of Owner under this Agreement, the <br />obligations of Owner and the transferee or assignee shall be joint and several. Individual <br />condominium unit buyers shall not have any liability or obligation pursuant to that Agreement. <br /> <br />4.3 Amendment or Cancellation of Agreement. This Agreement may be <br />amended from time to time or cancelled by the mutual consent of the parties, but only in the <br />same manner as its adoption by an ordinance as set forth in Government Code Section 65868. <br />The term "Agreement" or "Development Agreement" as used herein shall include any <br />amendment properly approved and executed. <br /> <br />4.4 Enforcement. Notwithstanding Government Code Section 65865.4, this <br />Agreement is enforceable by any party to the Agreement in any manner provided by law. The <br />remedies provided in Section 7.4 of this Agreement shall not include, and City shall not be liable <br />for, any action in damages or any costs or attorney's fees resulting from any dispute, <br />controversy, action or inaction, or any legal proceeding arising out of this Agreement. <br /> <br />4.5 Hold Harmless. Owner agrees to and shall indemnify, defend (through <br />its own counsel) and hold City, its officers, agents, employees, consultants, and representatives <br />harmless from liability for damages, attorneys fees, restitution, judicial or (to the extent legally <br />possible) equitable relief arising out of claims for personal injury, including health, and claims <br />for property damage, which may arise from construction activities with respect to the Project by <br />the Owner or their contractors, subcontractors, agents, employees, or other persons acting on <br />their behalf. Owner further agrees to indemnify, defend (through its own counsel) and hold City, <br />its officers, agents, employees, consultants, and representatives harmless from any Litigation, as <br />hereinafter defined. For purposes of this paragraph, "Litigation" shall mean shall mean any <br />lawsuit, action or cross-action, challenging the validity of this transaction, the Project as defined <br />in Section 2.7, or any portion thereof or the rights of either party hereunder and/or the rights of <br />either party to engage in the acts and transactions contemplated by this Agreement. <br />Notwithstanding any other provision of this Agreement, this indemnity and duty to defend shall <br />be limited as follows: <br /> <br />(1) Owner shall have no responsibility to defend the City under this section for <br />any aspect of Litigation challenging Amendment Application 2007-0 I, General <br />Plan Amendment No. 2007-01, and/or Zoning Ordinance Amendment No. <br />2007-01 (the "Overlay"). <br /> <br />(2) In the event the Litigation results in a judgment and/or award of damages <br />and/or attorneys fees related to the Overlay but in no way related to the <br />application of the Overlay to the Property, Owner shall have no responsibility to <br />indemnify the City therefor. <br /> <br />(3) In the event of any Litigation the parties hereby agree to affirmatively <br />cooperate in defending said action. <br /> <br />(4) Owner shall have approval of any settlement if, (i) it will affect Owner's <br />project, or (ii) Owner will be required to pay (or reimburse) any amounts <br /> <br />- 5 - <br />