Defense of Agreement. The Parties agree to defend the provisions of this Agreement. The Parties shall notify each other of any court challenge to this Agreement. In the event any provision of this Agreement is challenged in any local or state court, the Parties shall seek to remove the matter to a federal court.
Defense of Agreement. District Council No. 36, agrees with the parties signatory to this Agreement to defend this Agreement or any provisions thereof.
Defense of Agreement. Except as otherwise provided herein or by applicable law, City shall take all actions that are necessary or advisable to uphold the validity and enforceability of this Agreement at Developer’s expense. If this Agreement is adjudicated or determined to be invalid or unenforceable, City agrees, subject to all legal requirements, to consider modifications to this Agreement to render it valid and enforceable to the extent permitted by applicable law.
Defense of Agreement. Subject to subsection 13.2., each Party shall support and defend this Agreement in each applicable venue or forum, including any administrative or judicial action in which it participates, and which concerns the validity of any Regulatory Approval or Authorizing Legislation.
Defense of Agreement. In the event of any Third Party challenge to the validity and enforceability of this Agreement or any proceeding or litigation arising from its terms that names City or Company as a party or which challenges the authority of the Parties to enter into or perform any of its obligations hereunder, the Parties may jointly cooperate to defend such challenge. In the event either Party does not desire to participate in such defense, such party shall cooperate in a commercially reasonable manner in the event the other Party desires to mount such a defense at its sole cost and expense. So long as one Party is actively defending, the remaining Party shall not terminate this Agreement.
Defense of Agreement. The Parties agree to vigorously and actively defend this Agreement, any resulting Consent Decree, and all terms embodied therein as fair and reasonable, to vigorously and actively defend the same against any challenge by any individual or entity. The Parties further agree not to undermine directly or indirectly this Agreement, any resulting Consent Decree or any terms set forth therein for so long as this Agreement or any resulting Consent Decree remains in effect.
Defense of Agreement. Except as otherwise provided herein or by applicable law, City shall take all actions that are necessary or advisable to uphold the validity and enforceability of this Agreement. If this Agreement is adjudicated or determined to be invalid or unenforceable, City agrees, subject to all legal requirements, to consider modifications to this Agreement to render it valid and enforceable to the extent permitted by applicable law.
Defense of Agreement. In the event that any court or governmental agency having jurisdiction over the subject matter contemplated by this Agreement shall, in the context of proceedings involving any third party, question whether this Agreement is contrary to law, or in the event the legitimacy of the Agreement is otherwise challenged before a court or governmental agency having jurisdiction thereof other than in the context of a dispute between the Parties hereto, then the Parties shall jointly and severally defend the integrity of the Agreement. The Parties shall have their choice of counsel and the right to conduct their own defense. Each Party shall bear its own costs of defense of the Agreement, except that the Village shall pay up to Fifty Thousand and No/100 Dollars ($50,000.00) of the District’s costs of defense of the Agreement. Furthermore, the District shall have a duty to cooperate with the defense of the Agreement, and shall not unreasonably withhold its consent to any settlement that the Village deems to be in the best interest of the Parties and not inconsistent with the Agreement. In the event that the District withholds its consent to a settlement that the Village finds to be in the best interest of the Parties and not inconsistent with the Agreement, the Village’s obligation to pay for any continued defense costs of the District shall terminate.
Defense of Agreement. In the event that any court or governmental agency having jurisdiction over enforcement of the subject matter contemplated by this Agreement shall determine that this Agreement, including any Loan Advance to be made by the City, or any discharge thereof, are contrary to law, the City will defend the integrity of this Agreement.
Defense of Agreement. In the event any person or entity, other than City or Company, attempts to enjoin or otherwise challenge the validity of any recital or provision of this Agreement, both the City and the Company agree that each will not take a position adverse to enforcement of this Agreement. [Signatures on following page] LOCATION AGREEMENT SIGNATURE PAGE TO CITY: CITY OF MANHATTAN BEACH a California municipal corporation Dated: September , 2010 By:_ City Manager COMPANY:
