Developer Cooperation. Developer shall assist and cooperate with the City at its own expense in connection with any Third-Party Challenge. The City Attorney’s Office may use its own legal staff or outside counsel in connection with defense of the Third- Party Challenge, at the City Attorney’s sole discretion. Developer shall reimburse the City for its actual costs in defense of the action or proceeding, including but not limited to the time and expenses of the City Attorney’s Office and any consultants; provided, however, (i) Developer shall have the right to receive monthly invoices for all such costs, and (ii) Developer may elect to terminate this Agreement, and upon any such termination, Developer’s and City’s obligations to defend the Third-Party Challenge shall cease and Developer shall have no responsibility to reimburse any City defense costs incurred after such termination date. Developer shall Indemnify the City from any other liability incurred by the City, its officers, and its employees as the result of any Third-Party Challenge, including any award to opposing counsel of attorneys’ fees or costs, except where such award is the result of the willful misconduct of the City or its officers or employees. This section shall survive any judgment invalidating all or any part of this Agreement.
Developer Cooperation. Subject to clause 29.1, the Developer must cooperate with Council, the Council’s Representative and their respective representatives in respect of any activities carried out under clause 29.1 and must:
Developer Cooperation. Developer at its own expense shall assist and cooperate with the City in connection with a third party challenge " to this Agreement. The City Attorney’s Office may use its own legal staff or outside counsel in connection with defense of the third-party challenge, which shall be at the Developer’s sole cost and expense.
Developer Cooperation. Developer will fully cooperate with UPS to monitor and ensure each Hosting Provider’s and Xxxxxxx’s compliance with the restrictions set forth herein. In the event that Developer becomes aware of any infringement or unauthorized use of the UPS Materials or Security Elements by any Person, Developer will promptly notify UPS in writing of such activity and reasonably cooperate with UPS in the investigation of the unauthorized activity and the enforcement of UPS’s rights to the UPS Materials.
