Defence of Agreement Sample Clauses

Defence of Agreement. If the legality, validity or enforceability of this Agreement or the capacity and authority of the City to enter into this Agreement and carry out or enforce its provisions is called into question or challenged in any way whatsoever in any action, appeal, review or proceeding of any kind whatsoever before a Court of competent jurisdiction or any administrative tribunal by any person, the City shall defend and support the legality, validity or enforceability of this Agreement and the capacity and authority of the City to enter into this Agreement and carry out or enforce its provisions provided the Participating Owners provide such reasonable assistance to the City in such defence and support as the City may reasonably require including, without limiting the generality of the foregoing, becoming a party at the Participating Owners’ sole cost and expense in any such action, appeal, review or proceeding and the Participating Owners paying the City’s reasonable legal, consulting and other fees and expenses, costs (including costs awarded against the City), and disbursements reasonably incurred by the City in such defence and support.
Sample 1
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Related to Defence of Agreement

  • Precedence of Agreement In the event that there is a conflict between the contents of this Agreement and any regulations made by the College, or on behalf of the College, this Agreement shall take precedence over the said regulations.

  • Performance of Agreement Purchaser shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions contained in this Agreement to be performed or complied with by it at or prior to the Closing Date.

  • Defence of Claims 38.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 38, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled.

  • Survival of Agreement All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

  • Acceptance of Agreement This Agreement shall not be considered accepted, approved or otherwise effective until the statutorily required approvals and certifications have been given.

  • Statement of Agreement The parties hereby acknowledge the accuracy of the foregoing Background Information and hereby agree as follows:

  • Effect of Agreement Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

  • Object of Agreement 1.01 The purpose and the intent of this Agreement is to provide co-operation and harmony, and to provide a channel through which information and adjustment of problems may be transmitted from one to another, as well as to cover hours, wages and working conditions.

  • Subject of Agreement 1.1. Tour operator provides the Tourist a Tourist product or a Tourist Service for agreed price and Tourist receives the purchased services within the prelimenary agreed dates.

  • Binding Effect of Agreement This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns and legal representatives.

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