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4599 Page: 23-139 <br /> officials or employees;(ii)any breach or default on the part of the City in the performance <br /> of any of its obligations under or in respect of this Agreement; or (iii) any violation of <br /> Applicable Law. The City agrees to indemnify and save the Redeveloper harmless from <br /> and against all costs and expenses incurred in or in connection with any such claim arising <br /> as aforesaid or in connection with any action or proceeding brought thereon. <br /> Notwithstanding the foregoing, the City of Decatur retains any and all defenses and <br /> immunities provided by the Local Governmental and Governmental Employees Tort <br /> Immunity Act,745 ILCS 10/1-101 et seq. In addition,neither party intends this paragraph <br /> to waive its rights to limited liability under the Illinois Worker's Compensation Act or <br /> Kotecki line of cases (146 Ill 2d 155, 585 NE 2d 1023 (1991)). Provided, further, <br /> notwithstanding the foregoing, the City shall not be liable to indemnify and hold the <br /> Redeveloper harmless from any portion of any such loss, liability, cost or expense which <br /> results from the negligence or willful misconduct of the Redeveloper, its officials,agents, <br /> or employees. <br /> ARTICLE IX: PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER <br /> 9.1 Prohibition Against Transfer of Project and Project Site Prior to Completion of <br /> Construction. <br /> The Redeveloper represents and agrees that prior to the Substantial Completion of <br /> construction of the Project as certified by the City (in accordance with Sections 2.9 and <br /> 2.10 hereof) the following prohibitions and restrictions shall apply to the transfer of the <br /> Project: <br /> 9.1.1 Prohibitions. <br /> Except only by way of security for a mortgage,deed of trust or other facility only <br /> for the purpose of obtaining equity or debt financing necessary to enable the <br /> Redeveloper to construct the Project,the Redeveloper has not made or created,and <br /> will not, prior to the Substantial Completion of construction of the Project as <br /> certified by the City,make or create,or suffer to be made or created,any total or <br /> partial sale,assignment,conveyance,or lease,or any trust or power,or transfer in <br /> any other mode or form of or with respect to the Agreement,the Project,the Project <br /> Site or any part thereof or any interest therein,or any contract agreement to do any <br /> of the same, except for utility, support, ingress and egress and similar easements <br /> without the prior written approval of the City. <br /> 9.1.2 Conditions for Approval. <br /> The City shall be entitled to require, except as otherwise provided in this <br /> Agreement,as conditions to any such approval pursuant to this Section 9.1,that: <br /> (a) Any proposed transferee shall have the qualifications and financial <br /> responsibility and capacity, as reasonably determined by the City, <br /> necessary and adequate to fulfill the obligations undertaken in this <br /> Agreement by the Redeveloper(or,in the event the transfer is of or related <br /> to part of the Project,such obligations to the extent that they relate to such <br /> part). <br /> (b) Any proposed transferee, shall expressly assume all of the obligations of <br /> the Redeveloper under this Agreement and agree to be subject to all the <br /> conditions and restrictions to which the Redeveloper is subject(or, in the <br /> City of Decatur/LIAISON HOME AUTOMATION,LLC 13 <br />