Common use of Third Party Litigation Clause in Contracts

Third Party Litigation. In addition to its indemnity obligations set forth in Section 10.1, Landowner shall indemnify, defend, and hold harmless City and City’s Affiliated Parties from and against any Claim against City or City’s Affiliated Parties seeking to attack, set aside, void, or annul the approval of this Agreement, the Adopting Ordinance, any of the Development Regulations for the Project (including without limitation any actions taken pursuant to CEQA with respect thereto), any Subsequent Development Approval, or the approval of any permit granted pursuant to this Agreement. Said indemnity obligation shall include payment of reasonable attorney’s fees, expert witness fees, and court costs. City shall promptly notify Landowner of any such Claim and City shall cooperate with Landowner in the defense of such Claim. If City fails to promptly notify Landowner of such Claim, Landowner shall not be responsible to indemnify, defend, and hold City harmless from such Claim until Landowner is so notified and if City fails to cooperate in the defense of a Claim Landowner shall not be responsible to defend, indemnify, and hold harmless City during the period that City so fails to cooperate or for any losses attributable thereto. City shall be entitled to retain separate counsel to represent City against the Claim and the City’s defense costs for its separate counsel shall be included in Landowner’s indemnity obligation, provided that such counsel shall reasonably cooperate with Landowner in an effort to minimize the total litigation expenses incurred by Landowner. In the event either City or Landowner recovers any attorney’s fees, expert witness fees, costs, interest, or other amounts from the party or parties asserting the Claim, Landowner shall be entitled to retain the same (provided it has fully performed its indemnity obligations hereunder). The indemnity provisions in this Section 10.2 shall commence on the Agreement Date, regardless of whether the Effective Date occurs, and shall survive the Termination Date.

Third Party Litigation. In addition to its indemnity obligations set forth in Section 10.1, Landowner Developer shall indemnify, defend, and hold harmless City and City’s Affiliated Parties from and against any Claim against City or City’s Affiliated Parties seeking to attack, set aside, void, or annul the approval of this Agreement, the Adopting Ordinance, any of the Development Regulations for the Project (including without limitation any actions taken pursuant to CEQA with respect thereto), any Subsequent Development Approval, or the approval of any permit granted pursuant to this AgreementAgreement (including without limitation any actions taken pursuant to CEQA with respect thereto). Said indemnity obligation shall include payment of reasonable attorney’s fees, expert witness fees, City staff costs (including overhead), and court costs. City shall promptly notify Landowner Developer of any such Claim and City shall cooperate with Landowner Developer in the defense of such Claim. If City fails to promptly notify Landowner of such Claim, Landowner Developer shall not be responsible to indemnify, defend, and hold City harmless from such Claim until Landowner Developer is so notified and if City fails to cooperate in the defense of a Claim Landowner Developer shall not be responsible to defend, indemnify, and hold harmless City during the period that City so fails to cooperate or for any losses attributable thereto. City shall be entitled to retain separate counsel to represent City against the Claim and the City’s reasonable defense costs for its separate counsel shall be included in LandownerDeveloper’s indemnity obligation, provided that such counsel shall reasonably cooperate with Landowner Developer in an effort to minimize the total litigation expenses incurred by LandownerDeveloper. In the event either City or Landowner Developer recovers any attorney’s fees, expert witness fees, costs, interest, or other amounts from the party or parties asserting the Claim, Landowner Developer shall be entitled to retain the same (provided it has fully performed its indemnity obligations hereunder). No settlement of any Claim against City or City’s Affiliated Parties shall be executed without the written consent of both the City and Developer. The indemnity provisions in this Section 10.2 shall commence on the Agreement Date, regardless of whether the Effective Date occurs, and shall survive the Termination Date.

Third Party Litigation. In addition Owner agrees to indemnify and defend City and/or Agency and its indemnity elected boards, commissions, officers, agents and employees and will hold and save them and each of them harmless from any and all actions, suits, claims, liabilities, losses, damages, penalties, obligations set forth in Section 10.1, Landowner shall indemnify, defend, and hold harmless expenses (including but not limited to attorneys’ fees and costs) against the City and City’s Affiliated Parties from and against and/or Agency for any Claim against City Claims or City’s Affiliated Parties seeking to attack, set aside, void, or annul Litigation which arise during the approval term of this Agreement, the Adopting Ordinance, any of the Development Regulations for the Project (including without limitation any actions taken pursuant to CEQA with respect thereto), any Subsequent Development Approval, or the approval of any permit granted pursuant to this Covenant Agreement. Said indemnity This obligation shall include payment providing defense costs that fall in the retention levels of reasonable attorney’s fees, expert witness fees, and court coststhe Environment Insurance Policy. City Agency shall promptly notify Landowner provide Owner with notice of the pendency of any such Claim Claims or Litigation and request that Owner defend the same. If Agency fails promptly to notify Owner of any such Claims or Litigation or if City shall or Agency fails to cooperate with Landowner fully in the defense of such Claim. If City fails to promptly notify Landowner of such Claimthereof, Landowner Owner shall not be responsible to indemnifynot, defendthereafter, and hold City harmless from such Claim until Landowner is so notified and if City fails to cooperate in the defense of a Claim Landowner shall not be responsible to defend, indemnify, and or hold harmless City during and/or Agency or their elected boards, commissions, officers, agents and employees. Owner may utilize the period that City so Agency Attorney’s office or use legal counsel of Owner’s choosing, but shall reimburse Agency for any necessary legal cost incurred by Agency. If Owner fails to cooperate do so, Agency may defend the Claims or for Litigation and Owner shall pay the cost thereof, but if Agency chooses not to defend the Claims or Litigation, it shall have no liability to Owner. Owner’s obligation to pay the defense cost shall extend until judgment and thereafter through any losses attributable thereto. City shall be entitled to retain separate counsel to represent City against the Claim and the City’s defense costs for its separate counsel shall be included in Landowner’s indemnity obligation, provided that such counsel shall reasonably cooperate with Landowner in an effort to minimize the total litigation expenses incurred by Landownerappeals. In the event either City or Landowner recovers any attorney’s fees, expert witness fees, costs, interestof an appeal, or other amounts a settlement offer, the Parties will confer in good faith as to how to proceed and the resolution of any such appeal and the Parties’ response to any such settlement offer shall require the consent of both Parties, which consent shall not be unreasonably withheld. Notwithstanding the foregoing however, Agency shall have the unilateral right to settle such Claims or Litigation brought against it in its sole and absolute discretion at any time after the elapse of two (2) years from the party filing of any Claims or parties asserting Litigation and Owner shall remain liable hereunder for the Claim, Landowner shall be entitled to retain Claims and Litigation provided that (i) if the same (provided it has fully performed its indemnity obligations hereunder). The indemnity provisions in this Section 10.2 shall commence settlement would reduce the density or intensity of the potential development on the Agreement DateProperty by ten percent (10%) or more, regardless of whether the Effective Date occurs, and shall survive the Termination Date.and