Seaview Palms’ Defense Clause Samples

Seaview Palms’ Defense. If any legal action or other proceeding is instituted by a third party or parties, other governmental entity or official challenging the validity of any provision of the Permitted Sign Approval or of this Agreement (including, without limitation, any action or proceeding which challenges the enforceability of this Agreement and is initiated as a result of a measure adopted by initiative, as described in Section 7.1.5.3), Seaview Palms and the City shall cooperate in defending any such action. The City shall notify Seaview Palms of any such legal action against the City within 10 days after the City receives service of process, except for any petition for immediate injunctive relief, in which case the City shall notify Seaview Palms immediately upon receipt of notice thereof. The City shall indemnify, hold harmless and defend (with counsel reasonably acceptable to Seaview Palms) Seaview Palms, and any of its officers, employees or agents for any claim or lawsuit brought to challenge the validity or enforcement of the Permitted Sign Approval or this Agreement, instituted by a third party or another governmental entity or official. The City shall cause its counsel to cooperate with Seaview Palms’ counsel in the defense of such claim or lawsuit, and the City shall pay the reasonable attorneys’ fees and costs of Seaview Palms’ counsel.