Common use of Defense and Cure of Covenant Clause in Contracts

Defense and Cure of Covenant. (a) In the event of any legal challenge by a third party to the validity or enforceability of any provision of this Covenant, the Owners shall cooperate with the Town in the defense of such challenge, with each bearing its own costs and attorney fees. During the pendency of any such legal challenge, through and including any Final Court Action, the Owners shall not assert any legal position contrary to the enforceability of this Covenant. (b) In the event of a Final Court Action determining this Covenant to be invalid or unenforceable, in whole or in part, resulting from such third-party legal challenge, the Owners shall cooperate with the Town as necessary, and use its efforts to cure any such legal defects identified by such Final Court Action, and immediately upon such cure, take such actions as may be necessary to render the terms of this Covenant effective and enforceable. No such action shall alter the amount of the Transfer Assessment as set forth in Section 1 above, or the purposes for which the funds raised by the Fee shall be expended, as set forth in Section 5 above. (c) If this Covenant is held to be invalid or unenforceable by any Final Court Action, the Owners shall not be required to purchase or repurchase any of the FDP Properties to effect a cure nor be required to pay any Transfer Assessment not collectable by the Town.

Defense and Cure of Covenant. (a) a. In the event of any legal challenge by a third party to the validity or enforceability of any provision of this Covenant, the Owners shall cooperate with the Town in the defense of such challenge, with each bearing its own costs and attorney fees. During the pendency of any such legal challenge, through and including any Final Court Action, the Owners shall not assert any legal position contrary to the enforceability of this Covenant. (b) b. In the event of a Final Court Action determining this Covenant to be invalid or unenforceable, in whole or in part, resulting from such third-party legal challenge, the Owners shall cooperate with the Town as necessary, and use its efforts to cure any such legal defects identified by such Final Court Action, and immediately upon such cure, take such actions as may be necessary to render the terms of this Covenant effective and enforceable. No such action shall alter the amount of the Transfer Assessment as set forth in Section 1 above, or the purposes for which the funds raised by the Fee shall be expended, as set forth in Section 5 above. (c) c. If this Covenant is held to be invalid or unenforceable by any Final Court Action, the Owners shall not be required to purchase or repurchase any of the FDP Properties to effect a cure nor be required to pay any Transfer Assessment not collectable by the Town.