Cooperation in the Event of Legal Challenge Clause Samples

Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the Parties hereby agree to affirmatively cooperate in defending said action. Developer and the City agree to cooperate in any legal action seeking specific performance, declaratory relief or injunctive relief, to set court dates at the earliest practicable date(s) and not to cause delay in the prosecution/defense of the action, provided such cooperation shall not require any Party to waive any rights.

Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Development Agreement and/or the Development Approvals, the parties hereby agree to cooperate fully with each other in defending said action and the validity of each provision of this Development Agreement, however, OWNER shall be liable for all legal expenses and costs incurred in defending any such action. OWNER shall be entitled to choose legal counsel to defend against any such legal action and shall pay any attorneys' fees awarded against CITY or OWNER, or both, resulting from any such legal action. OWNER shall be entitled to any award of attorneys' fees arising out of any such legal action.

Cooperation in the Event of Legal Challenge. In the event of any administrative, legal or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of any of the approvals required under this Agreement (“Approvals”), including the approval of this Agreement, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment including all appeals. Each Party shall select its own legal counsel and retain such counsel at its own expense.

Cooperation in the Event of Legal Challenge. In the event of any administrative, legal or equitable action instituted by a third party challenging the validity of any provision of this Development Agreement, the procedures leading to its adoption, the Project Approvals for the Project (“Initial Litigation Challenge”), Developer and City each shall have the right, in its sole discretion, to elect whether or not to defend such action, to select its own counsel, and to control its participation and conduct in the litigation in all respects permitted by law. If an Initial Litigation Challenge is filed, upon receipt of the petition, the Parties will have 20 days to meet and confer regarding the merits of such Initial Litigation Challenge and to determine whether to defend against the Initial Litigation Challenge, which period may be extended by the Parties’ mutual agreement so long as it does not impact any litigation deadlines. Without limiting the application of Section 14.1, if, after meeting and conferring, the Parties mutually agree to defend against the Initial Litigation Challenge, then the following shall apply: (i) the Parties hereby agree to affirmatively cooperate in defending said action and to execute a joint defense and confidentiality agreement in order to share and protect information, under the joint defense privilege recognized under applicable law; (ii) for the purposes of cost- efficiency and coordination, the Parties shall first consider defending the Initial Litigation Challenge jointly, with counsel and under terms of joint representation mutually acceptable to the City and Developer (each in its sole discretion), at the Developer’s sole cost and expense; and (iii) if the Parties cannot reach timely and mutual agreement on a joint counsel, and Developer continues to elect (in its sole discretion) to defend against the Initial Litigation Challenge, then Developer shall take the lead role defending such Initial Litigation Challenge and may, in its sole discretion, elect to be represented by the legal counsel of its choice, in which case, City, at its expense, may elect to be separately represented by the outside legal counsel of its choice in any such action or proceeding. The City Manager is authorized to negotiate and enter into a joint defense agreement in a form acceptable to the City Attorney. Such joint defense agreement shall also provide that any proposed settlement of an Initial Litigation Challenge shall be subject to City’s and Developer’s approval, each in its reasonable d...

Cooperation in the Event of Legal Challenge. In the event of any legal or equitable action or proceeding instituted by a third party challenging the validity of any provision of this Development Agreement or the procedures leading to its adoption or the issuance of any or all of the Legislative Approvals or Subsequent Approvals, the Parties shall cooperate in defending said action or proceeding. Landowner shall be liable to the City to bear its own litigation expenses of defense as a real party in interest in any such action, and to reimburse the City for all court costs and reasonable attorneys’ fees expended by the City in defense of any such action or other proceeding or payable to any prevailing plaintiff/petitioner.

Cooperation in the Event of Legal Challenge. ‌ A. The filing of any third party lawsuit(s) against City or Developer relating to the Project Approvals or this Agreement or construction of the Project shall not delay or stop the development, processing, or construction of the Project or approval of any Subsequent Approvals, unless the third party obtains a court order preventing the activity. City shall not stipulate to or cooperate in the issuance of any such order. B. City and Developer shall cooperate in the defense of any court action or proceeding instituted by a third party or other governmental entity or official challenging the validity of any provision of the Project Approvals or this Agreement (“Litigation Challenge”), and the Parties shall keep each other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such information. To the extent Developer desires to contest or defend such Litigation Challenge, (a) Developer shall take the lead role defending such Litigation Challenge and may, in its sole discretion, elect to be represented by the legal counsel of its choice; (b) City may, in its sole discretion, elect to be separately represented by the legal counsel of its choice, with the reasonable costs of such representation to be paid by Developer; (c) Developer shall reimburse City, within thirty (30) days following City’s written demand therefor, which may be made from time to time during the course of such Litigation Challenge, all reasonable costs incurred by City in connection with the Litigation Challenge, including City’s reasonable administrative, legal, and court costs and City Attorney oversight expenses; and

Cooperation in the Event of Legal Challenge. City and Developer shall cooperate in the defense of any court action or proceeding instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement or the City’s approval of this Agreement or any of the Project Approvals (each, a “Litigation Challenge”), and the Parties shall keep each other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such information. Developer’s monetary obligations under this Section 10.6 shall survive expiration or earlier termination of this Agreement. The provisions of this Section 10.6 shall not apply to any challenges that may arise concerning the City Easement and Public Use Agreement separately from challenges to initial approval of this Agreement, as described in Section 3 of the City Easement and Public Use Agreement, and such challenges instead shall be governed by Sections 3 and 4 of the City Easement and Public Use Agreement.‌

Cooperation in the Event of Legal Challenge. In the event of Litigation (as defined below in Section 11.7.2), the Parties hereby agree to affirmatively cooperate and join in defending against any and all actions brought by any third party or parties in such Litigation; provided, however, that both the Town and Developer shall retain their respective rights to control their own defense of the Litigation. Except as provided herein, the Town and Developer shall each bear their own respective costs, if any, arising from such defense of Litigation.

Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the Development Agreement, and/or the “Development Approvals” (as defined in the Development Agreement), the Parties agree to cooperate fully with each other in defending any such action. Owner and TCRSC (if TCRSC has not become the Owner) shall jointly and severally (i) be liable for all legal expenses and costs incurred in defending any such action, (ii) be entitled to choose legal counsel to defend against any such legal action and shall pay any attorneys' fees awarded against City or Owner, or both, resulting from any such legal action, and (iii) be entitled to any award of attorneys' fees arising out of any such legal action. The obligations of ▇▇▇▇▇ and ▇▇▇▇▇ pursuant to this Section 7 shall terminate upon conveyance of fee title to TCRSC (or its designee), and TCRSC shall assume responsibility for all amounts then due and unpaid as well as all future liability pursuant to this Section 7. Should the opportunity for the Development Agreement to become effective terminate as provided in Section 6 above, all obligations of Owner and TCRSC under this Section 7 shall terminate as of the Stop Date, including with respect to expenses and costs incurred after the Stop Date in defending actions pending as of the Stop Date.