Defense of Agreement. The Parties agree to defend the provisions of this Agreement. The Parties shall notify each other of any court challenge to this Agreement. In the event any provision of this Agreement is challenged in any local or state court, the Parties shall seek to remove the matter to a federal court.
Defense of Agreement. Except as otherwise provided herein or by applicable law, City shall take all actions that are necessary or advisable to uphold the validity and enforceability of this Agreement at Developer’s expense. If this Agreement is adjudicated or determined to be invalid or unenforceable, City agrees, subject to all legal requirements, to consider modifications to this Agreement to render it valid and enforceable to the extent permitted by applicable law.
Defense of Agreement. District Council No. 36, agrees with the parties signatory to this Agreement to defend this Agreement or any provisions thereof.
Defense of Agreement. Subject to subsection 13.2., each Party shall support and defend this Agreement in each applicable venue or forum, including any administrative or judicial action in which it participates, and which concerns the validity of any Regulatory Approval or Authorizing Legislation.
Defense of Agreement. In the event of any Third Party challenge to the validity and enforceability of this Agreement or any proceeding or litigation arising from its terms that names City or Company as a party or which challenges the authority of the Parties to enter into or perform any of its obligations hereunder, the Parties may jointly cooperate to defend such challenge. In the event either Party does not desire to participate in such defense, such party shall cooperate in a commercially reasonable manner in the event the other Party desires to mount such a defense at its sole cost and expense. So long as one Party is actively defending, the remaining Party shall not terminate this Agreement.
Defense of Agreement. The Parties agree to vigorously and actively defend this Agreement, any resulting Consent Decree, and all terms embodied therein as fair and reasonable, to vigorously and actively defend the same against any challenge by any individual or entity. The Parties further agree not to undermine directly or indirectly this Agreement, any resulting Consent Decree or any terms set forth therein for so long as this Agreement or any resulting Consent Decree remains in effect.
Defense of Agreement. Excluding all matters involving a contractual dispute between the Parties, each Party shall hereafter exercise Commercially Reasonable Efforts to defend and support this Agreement before any Government Agency in any proceeding, if the substance, validity or enforceability of all or any part of this Agreement is hereafter directly challenged or if any proposed changes in regulatory practices or procedures would have the effect of making this Agreement invalid or unenforceable or would subject either Party to any greater or different regulation or jurisdiction that materially affects the rights or obligations of the Parties under this Agreement.
Defense of Agreement. Except as otherwise provided herein or by applicable law, City shall take all actions that are necessary or advisable to uphold the validity and enforceability of this Agreement. If this Agreement is adjudicated or determined to be invalid or unenforceable, City agrees, subject to all legal requirements, to consider modifications to this Agreement to render it valid and enforceable to the extent permitted by applicable law.
Defense of Agreement. City shall take all actions which are necessary or advisable to uphold the validity and enforceability of this Agreement. Owners shall reimburse City for all its costs and attorney’s fees incurred in defending this Agreement. If this Agreement is adjudicated or determined to be invalid or unenforceable, City agrees, to the extent permitted by law, to consider modifications to this Agreement to render it valid and enforceable. If this Agreement is adjudicated or determined to be unenforceable, Owners shall reimburse City for all fees and/or costs assessed against the City by the Court. The filing of any third party lawsuit(s) against City or Owners relating to the Project, this Agreement, the Project approvals, or other development issues affecting the Property shall not delay or stop the development, processing, or construc- tion of the Project, the approval of any Future Discretionary Entitlements, or issuance of ministe- rial approvals, unless the third party obtains a court order preventing such activity. City shall take no action, directly or indirectly, which would in any way result in such an order, including, but not limited to, stipulating to, agreeing to, or failing to oppose any such order.
Defense of Agreement. Contractor may at its election, and if it makes that election, at its sole expense, defend the validity of this Agreement against all challenges to the Agreement including challenges to any compensation or fees provided to City, by any entity or person not a party to this Agreement. Neither the City nor the Contractor shall have any liability to each other resulting from a determination that this Agreement violates any state or Federal law, statute, or constitutional provision, except to the extent such determination relates to the Contractor’s willful misconduct or negligence. However, if the Contractor elects to not defend the validity of this Agreement, the City may, upon reasonable notice, terminate the Agreement at its election, and if it makes that election, it shall have no liability to the Contractor resulting from that election to terminate. Contractor’s sole remedy shall be to receive the Contractor’s compensation for services rendered by Contractor up to the date of termination, minus any monies due the City provided for under this Agreement.
