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[DRAFT] <br /> <br /> 13.2 INDEMNIFICATION OF THE CITY. The Developer must indemnify the City <br />Parties against and must hold the City P~rties harmless from any cost, expense, loss, obligation, <br />liability, or damages resulting from a claim within the scope of the Developer's.defense <br />obligation under Section 13.1 above; provided, however, the Developer is not obligated to <br />indemnify the City Parties against or to hold the City Parties harmless from liability under any <br />judgmaent a court of competent jurisdiction enters against a City Party as a result of the City <br />Party's negligence, willfull misconduct, or violation of applicable law. <br /> <br /> 13.3 NOTICE. Within a reasonable period of time after the City's receipt of actual <br />notice of any demand, claim, action, suit or proceeding that is or may be within the scope of the <br />Developer's defense obligation under Section 13.1 above, the City must give the Formal Notice <br />of any such matter in reasonable detail to the Developer. <br /> <br /> ARTICLE 14 <br />SUCCESSORS IN TITLE AND ASSIGNMENT <br /> <br /> 14.1 TRANSFERS OF TITLE AND ASSIGNMENT. The DeVeloper may not transfer <br />title to all or any portion of the Subject Property or assign any of its rights or obligations under <br />this Master Agreement without the consent of the City. For purposes of this Master Agreement, <br />a transfer of shares, partnership interest, membership interest or other ownership interest in a <br />Developer which results in a transfer in control of the Developer entity constitutes an assignment <br />of the Developer's rights under this Master Agreement. The City may grant or withhold its <br />consent 4~ ,v,~ r-;,,,,~ sole ~'-~ ~,~1,,+,~ <br /> .......... ., ........................ except as follows: <br /> <br />(a) <br /> <br />If the Developer conveys a portion of the Subject Property to a Secondary <br />Developer, the City's approval of Final Plans for the Secondary Development and <br />execution of a Seco~ndary Development Agreement with the Secondary Developer <br />constitutes the City's consent to Developer's conveyance 0fthe property that is the <br />subject of the Secondary Development to the Secondary Developer; and <br /> <br />(b) <br /> <br />If the Developer conveys all of its remaining interest in the Subject Property to a <br />successor developer, the City must consent to the conveyance of the real estate <br />and the assignment of the Developer's rights under this Agreement provided: <br /> <br />(i) <br /> <br />the Developer is not then in default under the terms of the Master <br />Agreement; <br /> <br />(ii) <br /> <br />the Developer conveys all of its remaining interest in the Subject Property <br />(except for portions of the Subject Property that are subject to a Secondary <br />Development Agreement) and assigns all of its rights under the Master <br />Agreement to the successor developer; <br /> <br />(iii) <br /> <br />the successor developer assumes, for the benefit of the City, all of the <br />Developer's obligations under this Master Agreement; and <br /> <br />(iv) <br /> <br />to the extent that the City is holding letters of credit or other security <br />provided by the Developer at the time of the sale and assignment, the <br /> <br /> <br />