Common use of Cooperation in the Event of Third Party Litigation Clause in Contracts

Cooperation in the Event of Third Party Litigation. In the event legal action is instituted by a third party, including any other governmental entity or official challenging the validity or enforceability of any provision of this Agreement, or the Existing Approvals vested pursuant to this Agreement, other actions taken pursuant to CEQA, or any other action by either Party in properly performing hereunder, the Parties hereby agree to affirmatively cooperate with each other in defending said action and the validity of each provision of this Agreement; provided, however, that Developer agrees to and shall defend, indemnify, save and hold the City and its elected and appointed representatives, boards, commissions, offices, agents, employees, consultants and attorney’s (collectively, the “City” in this Section 7.11) harmless from any and all claims, costs and liability, including without limitation, court costs and attorneys’ fees awarded to any party, to the extent they result from any such Litigation, and shall reimburse the City for its actual costs in defense of the action or proceeding, including, but not limited to the time and expenses of the City Attorney’s Office and any consultants. As the indemnifying Party and provided that Developer demonstrates to City, to City’s reasonable satisfaction, that Xxxxxxxxx has the financial wherewithal to indemnify the City hereunder at the time of any such Litigation, Developer shall at all times retain final authority and control over all documents to be filed in such Litigation and notwithstanding the provisions of this Section 7.11, the City shall be deemed to have waived its rights to be indemnified hereunder if the City settles any Litigation, in whole or in part, or files any documents in such Litigation without Developer’s prior written approval, which approval shall not be unreasonably withheld. This section shall survive any judgment invalidating all or any part of this Agreement. The Developer shall be entitled to choose legal counsel to defend against any such legal action and shall pay any attorneys’ fees awarded against the City or the Developer, or both, resulting from any such legal action. The Developer shall be entitled to any award of attorneys’ fees arising out of any such legal action.

Cooperation in the Event of Third Party Litigation. In the event legal action is instituted by a third party, including any other governmental entity or official challenging the validity or enforceability of any provision of this Agreement, or the Existing Approvals vested pursuant to this Agreement, other actions taken pursuant to CEQA, or any other action by either Party in properly performing hereunder, the Parties hereby agree to affirmatively cooperate with each other in defending said action and the validity of each provision of this Agreement; provided, however, that Developer agrees to and shall defend, indemnify, save and hold the City and its elected and appointed representatives, boards, commissions, offices, agents, employees, consultants and attorney’s (collectively, the “City” in this Section section 7.11) harmless from any and all claims, costs and liability, including without limitation, court costs and attorneys’ fees awarded to any party, to the extent they result from any such Litigation, and shall reimburse the City for its actual costs in defense of the action or proceeding, including, but not limited to the time and expenses of the City Attorney’s 's Office and any consultants. As the indemnifying Party and provided that Developer demonstrates to City, to City’s reasonable satisfaction, that Xxxxxxxxx Developer has the financial wherewithal to indemnify the City hereunder at the time of any such Litigation, Developer shall at all times retain final authority and control over all documents to be filed in such Litigation and notwithstanding the provisions of this Section 7.11, the City shall be deemed to have waived its rights to be indemnified hereunder if the City settles any Litigation, in whole or in part, or files any documents in such Litigation without Developer’s prior written approval, which approval shall not be unreasonably withheld. This section shall survive any judgment invalidating all or any part of this Agreement. The Developer shall be entitled to choose legal counsel to defend against any such legal action and shall pay any attorneys’ ' fees awarded against the City or the Developer, or both, resulting from any such legal action. The Developer shall be entitled to any award of attorneys’ ' fees arising out of any such legal action.