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anyone or any entity without EDA’s written permission; provided, however, that Developer may
assign this Contract to its Affiliates to assume and perform the responsibilities of Developer and
provided further, that Developer may assign this Contract by a collateral assignment to its lender
if required by such lender as a condition precedent to the closing of the financing of the Property
evidenced by the Financial Offering Memo, or future financing commitments. In any such case,
the Developer shall notify EDA of the assignment promptly.
ARTICLE VII
Section 7.1. No Broker.
Developer and EDA each represent and warrant that no broker to whom a commission, fee
or other compensation is payable is or has been involved in or brought about the transactions
contemplated by this Contract. Each of said Parties shall indemnify and hold the other harmless
from any and all claims, obligations, liabilities, reasonable costs or expense (including reasonable
attorneys’ fees) actually incurred as a result of any claim for brokerage commissions, fees or other
compensation by any person or entity who alleges having acted or dealt with the indemnifying
Party in connection with the Property or the transactions contemplated by this Contract. The
Parties’ obligations under this Section shall survive the Closing and any termination of this
Contract.
Section 7.2. Relationship of Parties.
This Contract is not to be construed to create a partnership or joint venture between the
Parties.
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