Challenge to Agreement or Entitlements Sample Clauses

Challenge to Agreement or Entitlements. The Parties agree to cooperate in good faith in the defense of any litigation (which includes all claims, actions, or proceedings or any kind) instituted by a third party challenging the validity of any portion of this Agreement, or its application or effectiveness, at any time during its Term, including, without limitation (i) any litigation by a third party challenging the proceedings taken for its approval (including the CEQA requirements), (ii) any litigation by a third party challenging the validity of any of the Project Entitlements (including CEQA challenges), (iii) any litigation by a third party to enforce the application of a voter approved initiative to Development of the Property for the Project, or (iv) any litigation by a third party challenging any other act undertaken by the Parties in furtherance of this Agreement or its terms including, without limitation, Subsequent Approvals.
Sample 1
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Challenge to Agreement or Entitlements. In the event of any legal action instituted by a third party challenging the validity of any portion of this Agreement or the Entitlements, including the proceedings taken for approval (including the requirements of the California Environmental Quality Act), or any other act undertaken by the Parties hereto in furtherance of this Agreement or its terms, the Parties agree to cooperate in the defense of the action. In the event of any such legal action being instituted, the Parties hereby agree to cooperate with each other in good faith to defend said action and the validity of each provision of this Agreement. However, the Parties hereby agree that each Party will independently evaluate the merits of any action against this Agreement. In all such litigation, County shall either defend such litigation or tender its defense to Property Owners. In the event that County determines to defend the action itself, Property Owners shall be entitled, subject to court approval, to join in or intervene in the action on their own behalf, or to advocate in favor of the validity of this Agreement or the Entitlements. In such an event, each Party shall bear its own attorney’s fees and costs. In the event County determines to tender the defense of the action to Property Owners, Property Owners shall defend the action on their behalf and on behalf of the County, and shall bear all attorney’s fees and costs associated with such defense from and after the date of the tender, including County Counsel fees and costs, as well as Department of Community Planning and Development fees and costs. County, however, may at any time elect to assume representation of itself, and in that event, from and after the date the County gives notice of its election to do so, County shall be responsible for its own attorney’s fees and costs incurred thereafter. The filing of such third Party legal action shall not delay or stop the mining of the Property pursuant to this Agreement, unless the third Party obtains a court order preventing the activity or unless Property Owners elect not to mine pursuant to Sections 5.7 and 5.8 below. The County shall not stipulate to the issuance of such order without first obtaining the written consent from Property Owners, which may be withheld in Property Owners’ absolute discretion. If any such injunction or temporary restraining order issues, the term of this Agreement and the Entitlements shall automatically be extended for a period equal to the duration of such...
Sample 1
Challenge to Agreement or Entitlements. In the event of any action instituted by a third party challenging the validity of any portion of this Agreement, including, without limitation (i) the proceedings taken for its approval (including the CEQA requirements), (ii) any action instituted by a third party challenging the validity of any of the Project Entitlements (including CEQA challenges), or (iii) any other act undertaken by the Parties in furtherance of this Agreement or its terms including, without limitation, Subsequent Approvals; the Parties agree to cooperate in the defense of the action.
Sample 1

Related to Challenge to Agreement or Entitlements

  • Effect on Other Entitlements Community service leave for jury service will count as service for all purposes.

  • Termination by Either Parent or the Company This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice to the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

  • No Employment or Other Rights The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • No Entitlements (1) Neither the Plan nor the Award Agreement confer on the Participant any right or entitlement to receive compensation, including, without limitation, any base salary or incentive compensation, in any specific amount for any future fiscal year (including, without limitation, any grants of future Awards under the Plan), nor impact in any way the Company Group’s determination of the amount, if any, of the Participant’s base salary or incentive compensation. This Award of RSUs made under this Award Agreement is completely independent of any other Awards or grants and is made at the sole discretion of the Company. The RSUs do not constitute salary, wages, regular compensation, recurrent compensation, pensionable compensation or contractual compensation for the year of grant or any prior or later years and shall not be included in, nor have any effect on or be deemed earned in any respect, in connection with the determination of employment-related rights or benefits under law or any employee benefit plan or similar arrangement provided by the Company Group (including, without limitation, severance, termination of employment and pension benefits), unless otherwise specifically provided for under the terms of such plan or arrangement or by the Company Group. The benefits provided pursuant to the RSUs are in no way secured, guaranteed or warranted by the Company Group. (2) The RSUs are awarded to the Participant by virtue of the Participant’s employment with, and services performed for, the Company Group. The Plan or the Award Agreement does not constitute an employment agreement. Nothing in the Plan or the Award Agreement shall modify the terms of the Participant’s employment, including, without limitation, the Participant’s status as an “at will” employee of the Company Group, if applicable. (3) Subject to any applicable employment agreement, the Company reserves the right to change the terms and conditions of the Participant’s employment, including the division, subsidiary or department in which the Participant is employed. None of the Plan or the Award Agreement, the grant of RSUs, nor any action taken or omitted to be taken under the Plan or the Award Agreement shall be deemed to create or confer on the Participant any right to be retained in the employ of the Company Group, or to interfere with or to limit in any way the right of the Company Group to terminate the Participant’s employment at any time. Moreover, the Separation from Service provisions set forth in Section (C) or (D), as applicable, only apply to the treatment of the RSUs in the specified circumstances and shall not otherwise affect the Participant’s employment relationship. By accepting this Award Agreement, the Participant waives any and all rights to compensation or damages in consequence of the termination of the Participant’s office or employment for any reason whatsoever to the extent such rights arise or may arise from the Participant’s ceasing to have rights under, or be entitled to receive payment in respect of, any unvested RSUs that are cancelled or forfeited as a result of such termination, or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Plan, this Award Agreement or the provisions of any statute or law to taxation. This waiver applies whether or not such termination amounts to a wrongful discharge or unfair dismissal.

  • No Adverse Interpretation of Other Agreements This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Liability for all card transactions Subject to clause 9.3, you are liable for all card transactions effected by the use of the card at an ATM whether with or without your knowledge or authority, save in the case of our or our employees’ fraud, gross negligence or wilful default.

  • Amendment or Termination This Agreement may be amended at any time by written agreement between the Company and the Executive.

  • Liability of Shareholders Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit.

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