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which affect his personal interests or the interests of any corporation or partnership in which he is directly or indirectly interested. Any person having such interest shall immediately, upon knowledge of such possible conflict, disclose, in writing, to the City Council. the nature of such interest and seek a determination with respect to such interest by the City Council and, in the meantime, shall not participate in any actions or discussions relating to the activities herein proscribed. Section 22. Representatives not Personally Liable. No member, official or employee of the City or the Commission shall be personally liable to the other parties in the event of any default or breach by the City or the COmmission, as the case may be, under this Agreement, or for any amount which may become due to the other party or on any obligations under the terms of this Agreement. Section 23. Indemnification. Developer agrees to d~fend, indemnify and hold the Commission and the City harmless from any and all claims, litigation, or action of any sort, including, without limitation, governmental or administrative proceedings, made by any person or entity relating to or resulting from (a) the Developer's, the Commission's and/or the City's performance of this Agreement, or (b) the Developer's failure to perform its obligations hereunder, or (c).any condition act or occurrence on the Property and/or the Acquired Property, or (d) any representation or warranty made herein not being true in any material respect when made, or (e) any condition (including any environmental condition) of the Property and/or the Acquired Property. This indemnification shall include, without limitation, any and all legal fees and expenses, and experts fees and expenses whether or not litigation is commenced. This indemnification obligation shall also include, without limiting the generality of the foregoing, the defense of any claim, suit, action, proceeding or investigation made by any third party or any governmental agency relating to any Environmental Law. Section 24. Reac~uisition. Developer hereby agrees that within three months after repayment in full of the Note or, if earlier, the expiration of such Note, if the Commission so requests, Developer will reacquire the Acquired Property from the Commission at an amount not less than such Acquired Property's fair market value, subject to the Commission's obtaining any required public approvals for such sale by the Commission. STL-6313 -- 14 --