Common use of Prosecution and Defense of Suits Clause in Contracts

Prosecution and Defense of Suits. The District shall promptly, upon request of the Trustee or any Certificate Owner, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Wastewater System or any part thereof, whether now existing or hereafter developing, shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee, the Corporation and every Certificate Owner harmless from all loss, cost, damage and expense, including attorneys’ fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. The District shall defend against every suit, action or proceeding at any time brought against the Trustee, the Corporation or any Certificate Owner upon any claim arising out of the receipt, application or disbursement of any of the Installment Payments or involving the rights of the Trustee, the Corporation or any Certificate Owner under this Agreement; provided that the Trustee, the Corporation or any Certificate Owner at such party’s election may appear in and defend any such suit, action or proceeding. The District shall indemnify and hold harmless the Trustee, the Corporation and the Certificate Owners against any and all liability claimed or asserted by any person, arising out of such receipt, application or disbursement, and shall indemnify and hold harmless the Certificate Owners against any attorneys’ fees and expenses which any of them may incur in connection with any litigation 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 such party’s rights under this Agreement or the Certificates. Notwithstanding anything to the contrary above, 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 recording, 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 exclusively limited to following 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 District shall County will promptly, upon request of the Trustee Trustee, the Certificate Insurer 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 cloud upon or defect in or cloud upon the title to the Wastewater System Facilities or any part thereof, whether now existing or hereafter developing, shall will prosecute all such suitsactions, actions and suits or other proceedings as may be appropriate for such purpose and shall will indemnify and save the Trustee, the Corporation Certificate Insurer and every Certificate Owner harmless from all loss, cost, damage and expensedamage, expense or loss, including attorneys’ ' fees, which they or any of them may incur by reason of any such cloud, defect, cloudaction, suit, action suit or other proceeding. The District shall County will defend against every suitaction, action suit or other proceeding at any time brought against the Trustee, the Corporation Certificate Insurer or any Certificate Owner upon any claim arising out of the receipt, application deposit or disbursement of any of the Installment Base Rental Payments or involving the rights of the Trustee, the Corporation Certificate Insurer or any Certificate Owner under this Agreementhereunder; provided provided, however, that the Trustee, the Corporation Certificate Insurer or any Certificate Owner at such party’s its or his election may appear in and defend any such suitaction, action suit or other proceeding. The District shall County will indemnify and hold harmless the Trustee, the Corporation Certificate Insurer and the Certificate Owners against any and all liability claimed or asserted by any person, person arising out of any such receipt, application deposit or disbursement, and shall will indemnify and hold harmless the Owners, the Certificate Owners Insurer and the Trustee against any attorneys’ ' fees and 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 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 such party’s their rights hereunder or under this Agreement or the Certificates. Notwithstanding anything to the contrary above, the Trustee shall have no duty or liability whatsoever to monitor or notify any party provided that with respect to the timeliness, sufficiency or validity of any such recordingliability or expense suffered by Owners, 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 such litigation shall be exclusively limited concluded favorably to following 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 instrumentssuch Owners’ contentions therein.

Prosecution and Defense of Suits. The District shall will promptly, upon request of the Trustee Trustee, the Corporation 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 cloud upon or defect in or cloud upon the title to the Wastewater Water System or any part thereof, whether now existing or hereafter developing, shall will prosecute all such suitsactions, actions and suits or other proceedings as may be appropriate for such purpose and shall will indemnify and save the Trustee, Trustee and the Corporation Certificate Insurer and every Certificate Owner harmless from all loss, cost, damage and expensedamage, expense or loss, including attorneys’ fees, which they or any of them may incur by reason of any such cloud, defect, cloudaction, suit, action suit or other proceeding. The District shall will defend against every suitaction, action suit or other proceeding at any time brought against the Trustee, the Corporation or any Certificate Owner upon any claim arising out of the receipt, application deposit or disbursement of any of the 2010 Installment Payments or involving the any rights or obligations of the Trustee, the Corporation Trustee or any Certificate Owner under this Agreementhereunder; provided provided, that the Trustee, the Corporation or any Certificate Owner at such party’s its or his or her election may appear in and defend any such suitaction, action suit or other proceeding. The District shall will indemnify and hold harmless the Trustee, the Corporation and the Certificate Owners against any and all liability claimed or asserted by any person, person arising out of any such receipt, application deposit or disbursement, and shall will indemnify and hold harmless the Certificate Trustee and the Owners against any attorneys’ fees and 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 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 such party’s their rights under this Agreement or the Certificates. Notwithstanding anything to the contrary abovehereunder; provided, the Trustee shall have no duty or liability whatsoever to monitor or notify any party that with respect to the timelinessOwners, sufficiency such litigation shall be concluded favorably to such Owners’ claims or validity assertions therein and the District shall have first refused the defense of any such recording, re-recording, filing, filing claim or assertion or shall have expressly granted permission of continuation statements and such person to defend against any such claim or assertion at the like with respect to this Agreement; it being expressly understood and agreed that the Trustee’s duties under this section shall be exclusively limited to following the express written filing or recording instructions expense 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 District Authority shall promptly, upon request of the Trustee or any Certificate OwnerBondholder, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Wastewater System Trust Estate or any part thereof, whether now existing or hereafter developing, shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee, the Corporation Trustee and every Certificate Owner Bondholder harmless from all loss, cost, damage and expense, including attorneys’ ' fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. The District Authority shall defend against every suit, action or proceeding at any time brought against the Trustee, the Corporation Trustee or any Certificate Owner Bondholder upon any claim arising out of the receipt, application or disbursement of any of the Installment Payments Revenues or involving the rights of the Trustee, the Corporation Trustee or any Certificate Owner Bondholder under this AgreementIndenture; provided provided, that the Trustee, the Corporation Trustee or any Certificate Owner Bondholder at such party’s its or his election may appear in and defend any such suit, action or proceeding. The District Authority shall indemnify and hold harmless the Trustee, the Corporation Trustee and the Certificate Owners Bondholders against any and all liability claimed or asserted by any person, arising out of such receipt, application or disbursement, and shall indemnify and hold harmless the Certificate Owners Bondholders against any attorneys’ ' fees and or other expenses which any of them may incur in connection with any litigation to which any of them may become a party by reason of his ownership of CertificatesBonds. The District Authority shall promptly reimburse the Corporation, the Trustee or any Certificate Owner Bondholder in the full amount of any attorneys’ ' fees and or other expenses which the Corporation or such Owner he may incur in litigation or otherwise in order to enforce such party’s his rights under this Agreement Indenture or the CertificatesBonds, provided that such litigation shall be concluded favorably to such Bondholder's contentions therein. Notwithstanding anything to 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 contrary above, the Trustee Authority shall have no duty or liability whatsoever to monitor or notify any party with respect to the timeliness, sufficiency or validity of any such recording, 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 exclusively limited to following 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 instrumentsbeen dissolved.