Defense Expenses. The Developer shall pay all expenses, including legal fees and administrative expenses, incurred by the City in defending itself with regard to any and all of the claims identified in the first sentence of Subsection 20.1(b) above. The City agrees that upon a successor becoming bound to the obligations created herein in the manner provided herein and providing the financial assurances required herein, the liability of Developer shall be released to the extent of the transferee's assumption of such liability.
Defense Expenses. Applicants shall, and do hereby agree, to pay, without protest, all expenses incurred by the County in defending itself with regard to any and all of the claims identified in Subsection 9 of this Agreement. These expenses shall include all out-of-pocket expenses, including, but not limited to, attorneys’ and experts’ fees, and shall also include the reasonable value of any services rendered by any employees of the County.
Defense Expenses. In the event that the Stockholders’ Representative initiates any Litigation to enforce its rights or Buyer’s obligations under this Section 5.11, unless Buyer is found to be material violation of its obligations under this Section 5.11, the Stockholders’ Representative (out of the Reserve Amount or as a set off against Contingent Payments) shall reimburse Buyer for Buyer’s reasonable out-of-pocket expenses incurred in the defense of such Litigation; provided, that if no further Contingent Payments are contemplated by this Agreement after the Contingent Payment Period End Date, the Stockholders’ Representative shall have to provide other security for its obligations under this Section 5.11(b) reasonably satisfactory to Buyer prior to commencing such Litigation, and provided, further that if Buyer is found to be material violation of its obligations under this Section 5.11, Buyer shall reimburse Stockholders’ Representative for the Stockholders’ Representative’s reasonable out-of-pocket expenses incurred in pursuing such Litigation.
Defense Expenses. Taxpayer shall, and does hereby agree to, pay, without protest, all costs or expenses incurred by the Village in connection with the defense of this Agreement (including, without limitation, reasonable attorneys' fees and the reasonable value of Village staff time). To this end, Taxpayer may elect to assume directly all responsibilities, costs, and expenses relating to the defense of any Litigation; provided, however, that Taxpayer shall have no authority to settle Litigation on behalf of the Village without the formal or written approval of the Corporate Authorities.
Defense Expenses. To the extent that a Manager, Member, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 9.1 and 9.2 of this Agreement, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Manager in the specific case upon receipt of an undertaking by or on behalf of the Manager, Member, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Company as authorized in this Agreement.
