Common use of Joint Cooperation Clause in Contracts

Joint Cooperation. Upon obtaining knowledge of the institution of any action or proceeding or other event which could give rise to a claim for indemnity hereunder, the person seeking indemnification shall promptly give written notice thereof to the party from whom indemnification may be sought. If such claim or demand relates to a claim or demand asserted by a third party, the indemnifying party shall have the right, at its expense, to employ counsel to defend such claim or demand and the indemnified person shall have the right, but not the obligation, to participate in the defense of any such claim or demand at its own cost; provided, however, that counsel to be utilized in defense of the matter by the indemnifying party shall be reasonably approved by the indemnified person, and provided further that the indemnifying party shall not assume the defense for matters as to which there is a conflict of interest or separate and inconsistent defenses, in which case the indemnified person will utilize counsel reasonably approved by the indemnifying party and the indemnifying party will reimburse the indemnified person for any legal and other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action. The indemnified person will not settle any claim or demand for which indemnity is sought hereunder without the indemnifying party's written consent (which consent shall not be unreasonably withheld or delayed), and the indemnifying party may settle such claim or demand with the written consent of the indemnified person, which consent may not be unreasonably withheld or delayed so long as the indemnified person receives an unconditional release. The indemnified person shall make available to the indemnifying party all records and other materials reasonably required by it in contesting a claim or demand asserted by a third party against the indemnified person and shall cooperate in the defense thereof.

Joint Cooperation. Upon obtaining knowledge of the institution of any action or proceeding action, proceeding, or other event which could give rise to a claim for of indemnity hereunder, the person party seeking indemnification shall promptly give written notice thereof to notify the indemnifying party from whom indemnification may be soughtthereof. If such claim or demand relates to a claim or demand asserted by a third party, the indemnifying party shall have the right, at its expense, to employ counsel of its choice to defend such claim or demand and demand. Failure by the indemnifying party to notify the indemnified person shall have the right, but not the obligation, party of its election to participate in the defense of defend any such claim or demand at its own cost; provided, however, that counsel of a third party within ten (10) days after notice thereof shall have been given to be utilized in defense of the matter by the indemnifying party shall be reasonably approved by the indemnified person, and provided further that the indemnifying party shall not assume the defense for matters as to which there is deemed a conflict of interest or separate and inconsistent defenses, in which case the indemnified person will utilize counsel reasonably approved waiver by the indemnifying party and of its right to defend such claim or demand. If the indemnifying party will reimburse fails to assume the indemnified person for any legal and other expenses reasonably incurred in connection with investigating, preparing or defending any defense of such claim, lossthe indemnified party against which the claim has been asserted will have the right to undertake, damage, liability or action. The indemnified person will not settle any claim or demand for which indemnity is sought hereunder without at the indemnifying party's written cost and expense, the defense, compromise or settlement of such claim, provided that the indemnified party shall not enter into any such compromise or settlement without the consent (of the indemnifying party, which consent shall not be unreasonably withheld or delayed), and withheld. If the indemnifying party elects to defend such claim or demand, it shall not be responsible for any attorneys' fees incurred by the indemnified party; provided that the indemnified party may settle participate in such defense at its own cost and expense. So long as the indemnifying party is defending such claim or demand with the written consent of in good faith, the indemnified personparty will not settle or compromise such claim or demand without the indemnifying party's consent, which consent may shall not be unreasonably withheld or delayed so long as the indemnified person receives an unconditional releasewithheld. The indemnified person party shall make available to the indemnifying party all records and other materials and employees reasonably required by it in contesting a claim or demand asserted by a third party against the indemnified person party and shall cooperate in the defense thereof.

Joint Cooperation. Upon obtaining knowledge of the institution of any action or proceeding or other event which could give rise to a claim for indemnity hereunder, the person Person seeking indemnification shall promptly give written notice thereof (but no later than 15 days after being served with process in any litigation and 30 days after receiving any other written claim which may be the subject of indemnification hereunder) to the party from whom indemnification may be soughtsought and shall reasonably cooperate with the efforts of the party from whom indemnification is sought to cure or mitigate the extent of such indemnified liability. If such claim or demand relates to a claim or demand asserted by a third party, the indemnifying party shall have the right, at its expense, to employ counsel to defend such claim or demand and the indemnified person Person shall have the right, but not the obligation, to participate in the defense of any such claim or demand at its own cost; provided, however, that counsel to be utilized in defense of the matter by the indemnifying party shall be reasonably approved by the indemnified personPerson, and provided further that the indemnifying party shall not assume the defense for matters as to which there is a conflict of interest or separate and inconsistent defenses, in which case the indemnified person Person will utilize counsel reasonably approved by the indemnifying party and the indemnifying party will reimburse the indemnified person Person for any legal and other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action. The indemnified person Person will not settle any claim or demand for which indemnity is sought hereunder without the indemnifying party's written consent (which consent shall not be unreasonably withheld or delayed), and the indemnifying party may settle such claim or demand with the written consent of the indemnified personPerson, which consent may not be unreasonably withheld or delayed so long as the indemnified person Person receives an unconditional release. The indemnified person Person shall make available to the indemnifying party all records and other materials reasonably required by it in contesting a claim or demand asserted by a third party against the indemnified person Person and shall cooperate in the defense thereof. Notwithstanding anything to the contrary contained herein, a failure to provide written notice to the party from whom indemnification is sought within the time period specified above shall not preclude the other party's right to indemnification except to the extent the indemnifying party has been prejudiced by such failure. Conduct of Business Pending Closing. From the date hereof until the Closing and unless expressly otherwise provided herein, Contributor shall (a) pay its debts (or in good faith contest the same) and perform its obligations in respect of the Property as they become due; (b) maintain the Mall in its current condition and repair, as such condition shall be altered by reason of Casualty, Taking and/or normal wear and tear; (c) without the express written consent of the Partnership, not (i) enter into any new or additional Lease or ground lease, or extend, renew or modify, consent to any assignment of or sublease or other matter in respect of, or waive any material right under any Lease or the Ground Lease, other than renewals or extensions resulting from the exercise by a Tenant of a currently existing renewal or extension option, (ii) cancel or terminate the Ground Lease or any Lease or take any action to enforce any Lease which would have the effect of cancelling or terminating the same, (iii) enter into a new reciprocal easement or similar agreement in respect of the Property or amend or modify, consent to the assignment or any other matter in respect of or waive any material right under the Reciprocal Easement Agreement, (iv) make any alterations to the Mall or enter into any new contracts or extend or renew or cancel any Contract relating to capital expenditures in respect of the Property, (v) enter into any other new contracts in respect of the Property or extend, renew or cancel, consent to the assignment or any other matter in respect of or waive any material right under any other Contract, except in the ordinary and usual course and business and in accordance with past practices and policies (provided any such new extended or renewed contracts must be terminable without penalty or payment on not more than 30 days' notice), (vi) sell, transfer, exchange, further encumber or grant interests (including easements) in the Property or any part thereof, (vii) extend, modify or amend any of the Existing Indebtedness Documents or borrow additional funds thereunder, (viii) hire any employees in respect of the Property, and (ix) otherwise take any action which could or would render inaccurate any of the representations or warranties made by Contributor in this Agreement; and (d) otherwise operate the Mall in the ordinary course consistent with current practice. From the date hereof until the Closing or the earlier termination of this Agreement, Contributor shall not sell, transfer, exchange, encumber or grant any interest in the Property or any part thereof, permit the sale, transfer, exchange, further encumbrance or grant of any interest in the Property, or engage in negotiations or discussions with, or otherwise solicit or assist, any third party relating to the acquisition by such third party of the Property. Supplemental Disclosure. From the date hereof through Closing, Contributor and the Partnership shall each, respectively, have the continuing obligation to promptly supplement or amend the schedules hereto with respect to the respective representations and warranties made by it to reflect any matter hereafter arising and known to it or discovered by it which, if existing or known at the date hereof, would have been required to be set forth herein or described thereon (but no such supplementation shall relieve either party from liability for any breach of its representations and warranties as of the date made). Without limiting the foregoing, if any Leases or Contracts, or amendments thereto, are hereafter entered into, Contributor shall give the Partnership prompt written notice thereof and the appropriate exhibits or schedules hereto shall be updated and amended accordingly. In addition, if, at any time prior to the Closing Date, Contributor should learn of any information that is necessary to correct any statement that is or becomes incorrect in any material respect (based upon information, including financial information, supplied by or on behalf of Contributor) made in, or to provide material information omitted from, the Contributor Information or the Memorandum, or if Contributor obtains knowledge of any material event that requires disclosure in the Contributor Information or the Memorandum, Contributor shall promptly inform the Partnership and cooperate with the Partnership so that the Contributor and the Partnership may each prepare a supplement to the Contributor Information and Memorandum, respectively, if the responsible party deems that a supplement is necessary. Bulk Sales. If, under applicable law, any notification may be required to be given to, or a clearance may be required to be obtained from, any state or local taxing authorities in order to permit the consummation of the Transactions without a Lien attaching to the Property or the Partnership having liability for any state or local taxes required to be paid or collected by Contributor relating to periods prior to the Closing Date, Contributor shall obtain appropriate clearances or releases from the applicable taxing authorities or, if not available, Contributor shall deposit with the Partnership the amount as directed by the applicable taxing authorities (such clearances or releases or directions, the "Releases/Directions"), and the Partnership shall hold such amount until it receives the release or clearance therefor, whereupon the Partnership shall pay to Contributor such amount; provided, however, if the delivery of a clearance or release is subject to a demand for payment of all or a portion of the amount held to any taxing authority, the Partnership is hereby authorized and directed to pay such sums in accordance with the demand and to pay the balance, if any, to Contributor.