Common use of Prosecution and Defense of Suits Clause in Contracts

Prosecution and Defense of Suits. The County will promptly, upon request of the Trustee, the Certificate Insurer or any Owner, take such action from time to time as may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Facilities or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee, the Certificate Insurer and every Owner harmless from all cost, damage, expense or loss, including attorneys' fees, which they or any of them may incur by reason of any such cloud, defect, action, suit or other proceeding. The County will defend against every action, suit or other proceeding at any time brought against the Trustee, the Certificate Insurer or any Owner upon any claim arising out of the receipt, deposit or disbursement of any of the Base Rental Payments or involving the rights of the Trustee, the Certificate Insurer or any Owner hereunder; provided, however, that the Trustee, the Certificate Insurer or any Owner at its or his election may appear in and defend any such action, suit or other proceeding. The County will indemnify and hold harmless the Trustee, the Certificate Insurer and the Owners against any and all liability claimed or asserted by any person arising out of any such receipt, deposit or disbursement, and will indemnify and hold harmless the Owners, the Certificate Insurer and the Trustee against any attorneys' fees or other expenses which any of them may incur in connection with any litigation or otherwise in connection with the foregoing to which any of them may become a party in order to enforce their rights hereunder or under the Certificates, provided that with respect to any such liability or expense suffered by Owners, such litigation shall be concluded favorably to such Owners’ contentions therein.

Prosecution and Defense of Suits. The County District will promptly, upon request of the Trustee, the Certificate Insurer Corporation or any Owner, take such action from time to time as may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Facilities Water System or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee, Trustee and the Certificate Insurer and every Owner harmless from all cost, damage, expense or loss, including attorneys' ’ fees, which they or any of them may incur by reason of any such cloud, defect, action, suit or other proceeding. The County District will defend against every action, suit or other proceeding at any time brought against the Trustee, the Certificate Insurer Corporation or any Owner upon any claim arising out of the receipt, deposit or disbursement of any of the Base Rental 2010 Installment Payments or involving the any rights or obligations of the Trustee, the Certificate Insurer Trustee or any Owner hereunder; provided, however, that the Trustee, the Certificate Insurer Corporation or any Owner at its or his or her election may appear in and defend any such action, suit or other proceeding. The County District will indemnify and hold harmless the Trustee, the Certificate Insurer Corporation and the Owners against any and all liability claimed or asserted by any person arising out of any such receipt, deposit or disbursement, and will indemnify and hold harmless the Owners, the Certificate Insurer Trustee and the Trustee Owners against any attorneys' ’ fees or other expenses which any of them may incur in connection with any litigation or otherwise in connection with the foregoing to which any of them may become a party in order to enforce their rights hereunder or under the Certificateshereunder; provided, provided that with respect to any such liability or expense suffered by the Owners, such litigation shall be concluded favorably to such Owners’ contentions thereinclaims or assertions therein and the District shall have first refused the defense of any such claim or assertion or shall have expressly granted permission of such person to defend against any such claim or assertion at the expense of the District.

Prosecution and Defense of Suits. The County will District shall promptly, upon request of the Trustee, the Certificate Insurer Trustee or any Certificate Owner, take such action from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon or defect in the title to the Facilities Wastewater System or any part thereof, whether now existing or hereafter developing, will shall prosecute all actionssuch suits, suits or actions and other proceedings as may be appropriate for such purpose and will shall indemnify and save the Trustee, the Certificate Insurer Corporation and every Certificate Owner harmless from all loss, cost, damage, expense or lossdamage and expense, including attorneys' ’ fees, which they or any of them may incur by reason of any such defect, cloud, defectsuit, action, suit action or other proceeding. The County will District shall defend against every actionsuit, suit action or other proceeding at any time brought against the Trustee, the Certificate Insurer Corporation or any Certificate Owner upon any claim arising out of the receipt, deposit application or disbursement of any of the Base Rental Installment Payments or involving the rights of the Trustee, the Certificate Insurer Corporation or any Certificate Owner hereunderunder this Agreement; provided, however, provided that the Trustee, the Certificate Insurer Corporation or any Certificate Owner at its or his such party’s election may appear in and defend any such actionsuit, suit action or other proceeding. The County will District shall indemnify and hold harmless the Trustee, the Certificate Insurer Corporation and the Certificate Owners against any and all liability claimed or asserted by any person person, arising out of any such receipt, deposit application or disbursement, and will shall indemnify and hold harmless the Owners, the Certificate Insurer and the Trustee Owners against any attorneys' ’ fees or other and expenses which any of them may incur in connection with any litigation or otherwise in connection with the foregoing to which any of them may become a party by reason of ownership of Certificates. The District shall promptly reimburse the Corporation, the Trustee or any Certificate Owner in the full amount of any attorneys’ fees and expenses which the Corporation or such Owner may incur in litigation or otherwise in order to enforce their such party’s rights hereunder under this Agreement or under the Certificates. Notwithstanding anything to the contrary above, provided that the Trustee shall have no duty or liability whatsoever to monitor or notify any party with respect to the timeliness, sufficiency or validity of any such liability or expense suffered by Ownersrecording, such litigation re-recording, filing, filing of continuation statements and the like with respect to this Agreement; it being expressly understood and agreed that the Trustee’s duties under this section shall be concluded favorably exclusively limited to such Owners’ contentions thereinfollowing the express written filing or recording instructions of the District, from time to time with respect to the above described actions so long as the District shall supply said recording or filing instruments.

Prosecution and Defense of Suits. The County will Authority shall promptly, upon request of the Trustee, the Certificate Insurer Trustee or any OwnerBondholder, take such action from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon or defect in the title to the Facilities Trust Estate or any part thereof, whether now existing or hereafter developing, will shall prosecute all actionssuch suits, suits or actions and other proceedings as may be appropriate for such purpose and will shall indemnify and save the Trustee, the Certificate Insurer Trustee and every Owner Bondholder harmless from all loss, cost, damage, expense or lossdamage and expense, including attorneys' fees, which they or any of them may incur by reason of any such defect, cloud, defectsuit, action, suit action or other proceeding. The County will Authority shall defend against every actionsuit, suit action or other proceeding at any time brought against the Trustee, the Certificate Insurer Trustee or any Owner Bondholder upon any claim arising out of the receipt, deposit application or disbursement of any of the Base Rental Payments Revenues or involving the rights of the Trustee, the Certificate Insurer Trustee or any Owner hereunderBondholder under this Indenture; provided, however, that the Trustee, the Certificate Insurer Trustee or any Owner Bondholder at its or his election may appear in and defend any such actionsuit, suit action or other proceeding. The County will Authority shall indemnify and hold harmless the Trustee, the Certificate Insurer Trustee and the Owners Bondholders against any and all liability claimed or asserted by any person person, arising out of any such receipt, deposit application or disbursement, and will shall indemnify and hold harmless the Owners, the Certificate Insurer and the Trustee Bondholders against any attorneys' fees or other expenses which any of them may incur in connection with any litigation or otherwise in connection with the foregoing to which any of them may become a party by reason of his ownership of Bonds. The Authority shall promptly reimburse any Bondholder in the full amount of any attorneys' fees or other expenses which he may incur in litigation or otherwise in order to enforce their his rights hereunder under this Indenture or under the CertificatesBonds, provided that with respect to any such liability or expense suffered by Owners, such litigation shall be concluded favorably to such Owners’ Bondholder's contentions therein. Notwithstanding any contrary provision hereof this covenant shall remain in full force and effect, even though all indebtedness and obligations secured hereby may have been fully paid and satisfied and this Indenture may have been released and discharged, until the Authority shall have been dissolved.