Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the Parties agree to cooperate in defending such action.
Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the Parties hereby agree to affirmatively cooperate in defending said action. Developer and the City agree to cooperate in any legal action seeking specific performance, declaratory relief or injunctive relief, to set court dates at the earliest practicable date(s) and not to cause delay in the prosecution/defense of the action, provided such cooperation shall not require any Party to waive any rights.
Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Development Agreement and/or the Development Approvals, the parties hereby agree to cooperate fully with each other in defending said action and the validity of each provision of this Development Agreement, however, OWNER shall be liable for all legal expenses and costs incurred in defending any such action. OWNER shall be entitled to choose legal counsel to defend against any such legal action and shall pay any attorneys' fees awarded against CITY or OWNER, or both, resulting from any such legal action. OWNER shall be entitled to any award of attorneys' fees arising out of any such legal action.
Cooperation in the Event of Legal Challenge. In the event of any administrative, legal or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of any of the approvals including this Agreement and the Formation Resolution, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment including all appeals. Each Party shall select its own legal counsel and retain such legal counsel at its own expense.
Cooperation in the Event of Legal Challenge. In the event of any legal or equitable action or proceeding instituted by a third party challenging the validity of any provision of this Development Agreement or the procedures leading to its adoption or the issuance of any or all of the Legislative Approvals or Subsequent Approvals, the Parties shall cooperate in defending said action or proceeding. Landowner shall be liable to the City to bear its own litigation expenses of defense as a real party in interest in any such action, and to reimburse the City for all court costs and reasonable attorneys’ fees expended by the City in defense of any such action or other proceeding or payable to any prevailing plaintiff/petitioner.
Cooperation in the Event of Legal Challenge. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of this Agreement or all actions, discretionary or ministerial, relating to the development and occupancy of the Project, the parties shall cooperate in defending such action or proceeding to settlement, stipulation, or final judgment including all appeals as set forth in this Section.
(a) Each party shall select its own legal counsel, subject to approval of the City, and in no event shall City be required to bear the fees and costs of Owner’s attorneys. The Owner shall indemnify, defend, and hold harmless the City and the City’s elected and appointed officers and officials, agents, employees, and independent contractors from and against any claims, including those brought under CEQA, losses, or liabilities, including attorney’s fees, assessed or awarded against the City by way of judgment, settlement, or stipulation related to this Agreement, the Adopting Ordinance, the Project Approvals, any Subsequent Approvals, or any other permit or approval.
(b) The City shall have the right, but not the obligation, to defend such action, except that if Owner timely provides City with written notice that the Owner has elected to defend the action, the City shall not allow any default or judgment to be taken against it and shall not enter into any settlement or compromise of any claim which has the effect, directly or indirectly, of prohibiting, preventing, delaying, or further conditioning or impairing Owner’s rights hereunder. In addition, if Owner elects to defend the action the City shall provide reasonable assistance to Owner, such assistance to include: (i) making available upon reasonable notice, and at no cost to Owner, City officials and employees who are or may be witnesses in such action, and (ii) provision of other non-privileged information within the custody or control of the City that is relevant to the subject matter of the action.
(c) Owner shall have the right, but not the obligation, to defend such action. If Owner defends any such action, it shall indemnify, defend, and hold harmless the City and the City’s elected and appointed officers and officials, agents, employees, and independent contractors from and against any claims, losses, or liabilities, including attorneys’ fees, assessed or awarded against the City by way of judgment, settlement, or stipulation. In such eve...
Cooperation in the Event of Legal Challenge. City and Developer shall cooperate in the defense of any court action or proceeding instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement or the City’s approval of this Agreement or any of the Project Approvals (each, a “Litigation Challenge”), and the Parties shall keep each other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such information. Developer’s monetary obligations under this Section 10.6 shall survive expiration or earlier termination of this Agreement. The provisions of this Section 10.6 shall not apply to any challenges that may arise concerning the City Easement and Public Use Agreement separately from challenges to initial approval of this Agreement, as described in Section 3 of the City Easement and Public Use Agreement, and such challenges instead shall be governed by Sections 3 and 4 of the City Easement and Public Use Agreement.
Cooperation in the Event of Legal Challenge.
A. The filing of any third party lawsuit(s) against City or Developer relating to the Project Approvals or this Agreement or construction of the Project shall not delay or stop the development, processing, or construction of the Project or approval of any Subsequent Approvals, unless the third party obtains a court order preventing the activity. City shall not stipulate to or cooperate in the issuance of any such order.
B. City and Developer shall cooperate in the defense of any court action or proceeding instituted by a third party or other governmental entity or official challenging the validity of any provision of the Project Approvals or this Agreement (“Litigation Challenge”), and the Parties shall keep each other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such information. To the extent Developer desires to contest or defend such Litigation Challenge, (a) Developer shall take the lead role defending such Litigation Challenge and may, in its sole discretion, elect to be represented by the legal counsel of its choice; (b) City may, in its sole discretion, elect to be separately represented by the legal counsel of its choice, with the reasonable costs of such representation to be paid by Developer; (c) Developer shall reimburse City, within thirty (30) days following City’s written demand therefor, which may be made from time to time during the course of such Litigation Challenge, all reasonable costs incurred by City in connection with the Litigation Challenge, including City’s reasonable administrative, legal, and court costs and City Attorney oversight expenses; and
Cooperation in the Event of Legal Challenge. 22 ARTICLE X DEFAULT; REMEDIES; TERMINATION 23 ARTICLE XI NO AGENCY, JOINT VENTURE OR PARTNERSHIP 27 ARTICLE XII MISCELLANEOUS 27
Cooperation in the Event of Legal Challenge. 6.4.1. The filing of any third party lawsuit(s) against City or Developer relating to this Agreement, the Project Approvals or other development issues affecting the Property shall not delay or stop the development, processing or construction of the Project or approval of any Subsequent Approvals, unless the third party obtains a court order preventing the activity. City shall not stipulate to or cooperate in the issuance of any such order.
6.4.2. In the event of any administrative, legal or equitable action instituted by a third party challenging the validity of any provision of this Development Agreement, the procedures leading to its adoption, the Project Approvals for the Project (“Initial Litigation Challenge”), Developer and City each shall have the right, in its sole discretion, to elect whether or not to defend such action, to select its own counsel, and to control its participation and conduct in the litigation in all respects permitted by law. If an Initial Litigation Challenge is filed, upon receipt of the petition, the Parties will have 20 days to meet and confer regarding the merits of such Initial Litigation Challenge and to determine whether to defend against the Initial Litigation Challenge, which period may be extended by the Parties’ mutual agreement so long as it does not impact any litigation deadlines. If, after meeting and conferring, the Parties mutually agree to defend against the Initial Litigation Challenge, then the following shall apply: (i) the Parties hereby agree to affirmatively cooperate in defending said action and to execute a joint defense and confidentiality agreement in order to share and protect information, under the joint defense privilege recognized under applicable law; (ii) for the purposes of cost-efficiency and coordination, the Parties shall first consider defending the Initial Litigation Challenge jointly, with counsel and under terms of joint representation mutually acceptable to the City and Developer (each in its sole discretion), at the Developer’s sole cost and expense; and (iii) if the Parties cannot reach timely and mutual agreement on a joint counsel, and Developer continues to elect (in its sole discretion) to defend against the Initial Litigation Challenge, then Developer shall take the lead role defending such Initial Litigation Challenge and may, in its sole discretion, elect to be represented by the legal counsel of its choice, in which case, City, at its expense, may elect to be separately repre...
