Common use of Participation in Litigation; Indemnity Clause in Contracts

Participation in Litigation; Indemnity. The Developer shall indemnify, protect and defend the City and its elected boards, commissions, officers, agents and employees (each, an “Agent”) and will hold and save them and each of them harmless from any and all Claims or Litigation (including but not limited to reasonable attorneys’ fees and costs) against the City and/or Agent for any such Claims or Litigation and shall be responsible for any judgment arising therefrom. The City shall provide the Developer with notice of the pendency of such action and shall request that the Developer defend such action. The Developer may select legal counsel providing the Developer’s defense and it is expressly agreed that the City shall have the right to approve separate legal counsel providing the City’s defense. The Developer shall reimburse City for any reasonable attorneys’ fees, costs and expenses directly and necessarily incurred by the City in the course of the defense. Developer agrees that City will forward monthly invoices to Developer for attorneys’ fees, costs and expenses it has incurred related to its defense of any Claim or Litigation and Xxxxxxxxx agrees to timely payment within thirty (30) days of receipt of the invoice. Developer agrees to post adequate security or a cash deposit with City in an amount to cover the City’s estimated attorneys’ fees, costs and expenses incurred by City in the course of the defense in order to ensure timely payment of the City’s invoices. The amount of the security or cash deposit shall be determined by the City. City shall cooperate with Developer in the defense of any Claim or Litigation. The Developer’s obligation to pay the cost of the action, including judgment, shall extend until judgment. After judgment in a trial court, the Parties may mutually agree as to whether any appeal will be taken or defended. The Developer shall have the right, within the first 30 days of the service of the complaint or judgment in a trial court, in their sole and absolute discretion, to determine they do not want to defend any litigation, or appeal any judgment, attacking this Agreement or the Development Approvals in which case the City shall allow the Developer to settle the litigation on whatever terms the Developer determine, in their sole and absolute discretion, but Developer shall confer with City before acting and cannot bind City. In that event, the Developer shall be liable for any costs incurred by the City up to the date of settlement but shall have no further obligation to the City beyond the payment of those costs. In the event of an appeal, or a settlement offer, the Parties shall confer in good faith as to how to proceed.

Participation in Litigation; Indemnity. The Developer shall indemnify, protect and defend the agrees to indemnify City and its elected Councilmembers, boards, commissionscommissioners, officers, agents agents, and employees (each, an “Agent”) and will to hold and save them and each of them harmless from any and all Claims or Litigation actions, suits, claims, liabilities, losses, damages, penalties, obligations and expenses (including but not limited to reasonable attorneys’ fees and costs) against the City and/or Agent for any such Claims or Litigation and shall be responsible for (other than litigation commenced by City or Authority) seeking to restrain, enjoin, challenge or delay issuance of any judgment arising therefromof the Development Approvals or this Agreement. The City shall provide the Developer with notice of the pendency of such action and shall request that the Developer defend such action. The Developer may select utilize the City Attorney’s office or use legal counsel providing the Developer’s defense and it is expressly agreed that the City shall have the right to approve separate legal counsel providing the City’s defense. The Developer of its choosing, but shall reimburse City for any reasonable attorneys’ fees, costs and expenses directly and necessarily incurred by the City in the course of the defense. Developer agrees that City will forward monthly invoices to Developer for attorneys’ fees, costs and expenses it has incurred related to its defense of any Claim or Litigation and Xxxxxxxxx agrees to timely payment within thirty (30) days of receipt of the invoice. Developer agrees to post adequate security or a cash deposit with City in an amount to cover the City’s estimated attorneys’ fees, costs and expenses necessary legal cost incurred by City or the Authority. Developer shall provide a deposit in the course amount of City’s estimate, in its sole and absolute discretion, of the defense cost of litigation, in order to ensure timely payment of the City’s invoices. The amount of the security or cash deposit a rolling 90-day basis, which shall be determined updated monthly, and shall make additional deposits as requested by City to keep the Citydeposit at such level. If Developer fails to provide or maintain the deposit, City may abandon the action and Developer shall pay all costs resulting therefrom and City shall cooperate have no liability to Developer. During any such pending litigation with Developer in respect to the defense of any Claim or Litigation. The DeveloperExisting Development Approvals, Xxxxxxxxx’s obligation to pay the cost of the action, including judgment, shall extend until judgment. After judgment in a trial court, the Parties may mutually agree as to whether any appeal will be taken Final Adverse Judgment or defended. The Developer shall have the right, within the first 30 days successful final termination of the service of the complaint Claims or judgment in Litigation is obtained. With respect to any Claims or Litigation relating to a trial courtFuture Development Approval, in their sole and absolute discretion, to determine they do not want to defend Developer may at any litigation, or appeal any judgment, attacking this Agreement or the Development Approvals in which case time notify the City of Developer’s intention to withdraw its request for such approval, and the obligations of Developer under this Section 13.4.2 shall allow terminate upon the Developer to settle the litigation on whatever terms the Developer determinedate of such withdrawal, in their sole and absolute discretion, but Developer shall confer with City before acting and cannot bind City. In provided that event, the Developer shall be liable for any costs incurred by obligated to indemnify the City up to for its costs and expenses from the date commencement of settlement but shall have no further obligation to the City beyond Claims or Litigation until the payment of those costswithdrawal from any then pending proceedings or litigation. In the event of an appeal, or a settlement offer, the Parties shall confer in good faith as to how to proceed. In light of Developer’s indemnity for Claims or Litigation, neither Party shall have the right to settle the litigation without the prior written consent of the other.

Participation in Litigation; Indemnity. The Developer shall indemnify, protect and defend the agrees to indemnify City and its elected Councilmembers, boards, commissionscommissioners, officers, agents agents, and employees (each, an “Agent”) and will to hold and save them and each of them harmless from any and all Claims or Litigation actions, suits, claims, liabilities, losses, damages, penalties, obligations and expenses (including but not limited to reasonable attorneys’ fees and costs) against the City and/or Agent for any such Claims or Litigation and shall be responsible for (other than litigation commenced by City or Authority) seeking to restrain, enjoin, challenge or delay issuance of any judgment arising therefromof the Development Approvals or this Agreement. The City shall provide the Developer with notice of the pendency of such action and shall request that the Developer defend such action. The Developer may select utilize the City Attorney’s office or use legal counsel providing the Developer’s defense and it is expressly agreed that the City shall have the right to approve separate legal counsel providing the City’s defense. The Developer of its choosing, but shall reimburse City for any reasonable attorneys’ fees, costs and expenses directly and necessarily incurred by the City in the course of the defense. Developer agrees that City will forward monthly invoices to Developer for attorneys’ fees, costs and expenses it has incurred related to its defense of any Claim or Litigation and Xxxxxxxxx agrees to timely payment within thirty (30) days of receipt of the invoice. Developer agrees to post adequate security or a cash deposit with City in an amount to cover the City’s estimated attorneys’ fees, costs and expenses necessary legal cost incurred by City or the Authority. Developer shall provide a deposit in the course amount of City’s estimate, in its sole and absolute discretion, of the defense cost of litigation, in order to ensure timely payment of the City’s invoices. The amount of the security or cash deposit a rolling 90-day basis, which shall be determined updated monthly, and shall make additional deposits as requested by City to keep the Citydeposit at such level. If Developer fails to provide or maintain the deposit, City may abandon the action and Developer shall pay all costs resulting therefrom and City shall cooperate have no liability to Developer. During any such pending litigation with Developer in respect to the defense of any Claim or Litigation. The DeveloperExisting Development Approvals, Xxxxxxxxx’s obligation to pay the cost of the action, including judgment, shall extend until judgment. After judgment in a trial court, the Parties may mutually agree as to whether any appeal will be taken Final Adverse Judgment or defended. The Developer shall have the right, within the first 30 days successful final termination of the service of the complaint Claims or judgment in Litigation is obtained. With respect to any Claims or Litigation relating to a trial courtFuture Development Approval, in their sole and absolute discretion, to determine they do not want to defend Developer may at any litigation, or appeal any judgment, attacking this Agreement or the Development Approvals in which case time notify the City of Developer’s intention to withdraw its request for such approval, and the obligations of Developer under this Section 13.4.2 shall allow terminate upon the Developer to settle the litigation on whatever terms the Developer determinedate of such withdrawal, in their sole and absolute discretion, but Developer shall confer with City before acting and cannot bind City. In provided that event, the Developer shall be liable for any costs incurred by obligated to indemnify the City up to for its costs and expenses from the date commencement of settlement but shall have no further obligation to the City beyond Claims or Litigation until the payment of those costswithdrawal from any then pending proceedings or litigation. In the event of an appeal, or a settlement offer, the Parties shall confer in good faith as to how to proceed.. In light of Developer’s indemnity for Claims or Litigation, neither Party shall have the right to settle the litigation without the prior written consent of the other.‌

Participation in Litigation; Indemnity. The Developer shall indemnify, protect and defend the City and its elected boards, commissions, officers, agents and employees (each, an “Agent”) and will hold and save them and each of them harmless from any and all Claims or Litigation (including but not limited to reasonable attorneys’ fees and costs) against the City and/or Agent for any such Claims or Litigation and shall be responsible for any judgment arising therefrom. The City shall provide the Developer with notice of the pendency of such action and shall request that the Developer defend such action. The Developer may select legal counsel providing the Developer’s defense and it is expressly agreed that the City shall have the right to approve separate legal counsel providing the City’s defense. The Developer shall reimburse City for any reasonable attorneys’ fees, costs and expenses directly and necessarily incurred by the City in the course of the defense. Developer agrees that City will forward monthly invoices to Developer for attorneys’ fees, costs and expenses it has incurred related to its defense of any Claim or Litigation and Xxxxxxxxx Developer agrees to timely payment within thirty (30) days of receipt of the invoice. Developer agrees to post adequate security or a cash deposit with City in an amount to cover the City’s estimated attorneys’ fees, costs and expenses incurred by City in the course of the defense in order to ensure timely payment of the City’s invoices. The amount of the security or cash deposit shall be determined by the City. City shall cooperate with Developer in the defense of any Claim or Litigation. The Developer’s obligation to pay the cost of the action, including judgment, shall extend until judgment. After judgment in a trial court, the Parties may mutually agree as to whether any appeal will be taken or defended. The Developer shall have the right, within the first 30 days of the service of the complaint or judgment in a trial court, in their sole and absolute discretion, to determine they do not want to defend any litigation, or appeal any judgment, attacking this Agreement or the Development Approvals in which case the City shall allow the Developer to settle the litigation on whatever terms the Developer determine, in their sole and absolute discretion, but Developer shall confer with City before acting and cannot bind City. In that event, the Developer shall be liable for any costs incurred by the City up to the date of settlement but shall have no further obligation to the City beyond the payment of those costs. In the event of an appeal, or a settlement offer, the Parties shall confer in good faith as to how to proceed.