Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any such claim, action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding.
Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless COUNTY, its officers, agents, employees and independent contractors from any claim, action or proceeding against COUNTY, its officers, agents, employees or independent contractors to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. COUNTY shall promptly notify OWNER of any such claim, action or proceeding, and COUNTY shall cooperate in the defense. If COUNTY fails to promptly notify OWNER of any such claim, action or proceeding, or if COUNTY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless COUNTY. COUNTY may in its discretion participate in the defense of any such claim, action or proceeding.
Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, or the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any claim, action, proceeding or determination included within this Section 8.2, and CITY shall cooperate in the defense. CITY may in its discretion participate in the defense of any such claim, action, proceeding or determination.
Third Party Litigation Concerning Agreement. Owner shall defend, at its expense, including attorneys' fees, indemnify, and hold harmless City, its agents, officers and employees from any claim, action or proceeding against City, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement, or to challenge the City's compliance with the provisions of CEQA. City shall promptly notify Owner of any such claim, action or proceeding, and City shall cooperate in the defense of such claim. If City fails to promptly notify Owner of such claim, action or proceeding, or if City fails to reasonably cooperate in the defense, Owner shall not thereafter be responsible to defend, indemnify, or hold harmless City. The Parties shall reasonably cooperate with each other in defending any such litigation. Owner shall pay any attorneys' fees awarded against the City or Owner, or both, resulting from that cause of action. Owner shall be entitled to any award of attorneys' fees arising out of such action. Notwithstanding the foregoing, Owner shall not be required to indemnify the City against any claims arising out of the gross negligence or willful misconduct of the City or any of its agents or employees.
Third Party Litigation Concerning Agreement. Owner shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless City, its agents, officers and employees from any claim, action or proceeding against City, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, or the approval of any permit or entitlement granted pursuant to this Agreement or for the Project. City shall promptly notify Owner of any claim, action, proceeding or determination included within this Section 7.1, and City shall cooperate in the defense. If City fails to promptly notify Owner of any such claim, action, proceeding or determination, or if City fails to cooperate in the defense, Owner shall not thereafter be responsible to defend, indemnify, or hold harmless City as to that claim, action, proceeding, or determination. City may in its discretion participate in the defense.
Third Party Litigation Concerning Agreement. If a third party brings an action to attack, set aside, void, or annul the approval of (i) this Agreement or
Third Party Litigation Concerning Agreement. OWNER shall defend, with counsel approved by the CITY, at its expense, including attorneys' fees, indemnify, and hold harmless CITY, its officers, agents, employees and independent contractors from any claim, action or proceeding against CITY, its officers, agents, employees or independent contractors to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement, including, but not limited to, on ground of compliance with the California Environmental Quality Act. CITY shall promptly notify OWNER of any such claim, action or proceeding, and CITY shall cooperate in the defense. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and the reimbursement of CITY, its elected officials, employees, and/or agents for all legal expenses and costs incurred by each of them. CITY may in its discretion participate in the defense of any such claim, action or proceeding.
Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, or the approval of any permit granted pursuant to this Agreement, except to the extent arising from the gross negligence or willful misconduct of the City or its agents, officers or employees. CITY shall promptly notify OWNER of any claim, action, proceeding or determination included within this Section 8.2, and CITY shall cooperate in the defense. CITY may in its discretion participate in the defense of any such claim, action, proceeding or determination, and Owner shall be responsible for City’s reasonable attorneys’ fees.
Third Party Litigation Concerning Agreement. If a third party brings an action to attack, set aside, void, or annul the approval of (i) this Agreement or (ii) any Development Approval granted pursuant to this Agreement (a "Third-Party Action"), Owner shall defend, indemnify, and hold the City harmless (collectively within this Section 8, "indemnify"), including the payment of attorneys' fees, with respect to any claims, actions, or proceedings in a Third-Party Action which relate to this Agreement. Owner's obligation to indemnify covers any of the City's agents, officers, or employees named in a Third-Party Action. If a Third-Party Action is filed, City shall notify Owner of the filing within ten (10) business days after being served with the Petition and/or complaint and shall cooperate in the defense until the Third-Party Action has concluded. If the City fails to do so, Owner's obligation to indemnify shall immediately terminate. City may in its discretion participate in the defense of any Third-Party Action. Owner's indemnity obligations contained in this Section shall survive termination of this Agreement. If a Third Party Action is brought, the expiration date of this Agreement and all Development Approvals shall be tolled for the identical number of days the Third Party Action is pending.
