Legal Challenge. As used in this Agreement, “Legal Challenge” means: any judicial proceeding or other legal action brought by a third party, including referendum or initiative, that challenges this Agreement, the annexation of the Xxxxxx Creek Village Property to the Town (the “Annexation”), the zoning of the Xxxxxx Creek Village Property (the “Zoning”), the Development Guide Agreement including the FDP, the formation of any of the Districts, the Town’s approval of any of the Service Plans, or any of the Town’s resolutions or ordinances approving this Agreement, the Annexation, the Zoning, the Development Guide Agreement including the FDP, or the Service Plans. If a Legal Challenge occurs, this Agreement shall not become effective until the entry of a final, non-appealable order resolving such Legal Challenge substantially in favor of the Town and the Owners (the “Resolution of the Legal Challenge”). The Parties covenant and agree to cooperate in good faith in the event of a Legal Challenge.
Legal Challenge. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect or threatened; PROVIDED, HOWEVER, that any party invoking this condition shall use commercially reasonable efforts to have any such order or injunction vacated.
Legal Challenge. No suit, action or other proceeding shall be pending before any court or governmental agency, and no claim shall have been asserted, in which it is or will be sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby.
Legal Challenge. No suit, action or other proceeding shall be pending before any court or governmental agency, and no claim shall have been asserted, in which it is or will be sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby;
Legal Challenge. (A) In general No State law, or the application of such a State law, may be declared invalid as to any person or circumstance on the ground that the provision or application is inconsistent with any of the Uruguay Round Agreements, except in an action brought by the United States for the purpose of declaring such law or application invalid.
Legal Challenge. 11.4 In the event of a legal challenge against any of the Participants, relating to the disclosure of information under the terms of the MoU, the Participants agree to cooperate in preparing and sharing information necessary to demonstrate the basis on which the challenged disclosure was made. For the avoidance of doubt, no Participant shall be required to share information that is subject to legal privilege.
Legal Challenge. If any legal action or special proceeding related to the PERMIT is commenced by anyone for any reason, the CITY and APPLICANT agree to cooperate with each other in good faith to defend the CITY. The APPLICANT shall not settle any lawsuit on grounds which include, but are not limited to, non-monetary relief, without the consent of the CITY.
Legal Challenge. 17 7.4 Approvals; No Prohibition.....................................................................18 7.5 Marketing Agreement...........................................................................18
Legal Challenge. Where the Councils direct the Contractor to proceed to implement a Satisfactory Pebsham Planning Permission without allowing the Challenge Period to elapse in respect of any relevant decision pursuant to clause 8B.2 (Implementation of Satisfactory Planning Permission) and a challenge is instituted within the Challenge Period the Councils shall indemnify and keep indemnified the Contractor for all costs, losses, expenses and liabilities reasonably and properly incurred up to the point at which such challenge is finally determined and the Contractor shall mitigate such costs, losses, expenses and liabilities provided that any indemnification of any costs, losses, expenses or liabilities shall be calculated on the basis that the Contractor should be in no better or no worse position than it would been in had such costs, losses, expenses or liabilities not arisen.
Legal Challenge. Contractor understands and acknowledges that the award of this Agreement may be subject to review and repeal by the City’s citizens through a referendum or similar petition, and to various types of legal and environmental challenges (such referenda, similar petition and legal and environmental challenges being referred to collectively as “Legal Challenges”). Accordingly, this Agreement shall not become effective until the City Contract Manager reasonably determines that (i) any Legal Challenges that had been initiated as of the time of such determination have been resolved in favor of the City’s award of this Agreement to Contractor; and (ii) the deadline to initiate any additional Legal Challenges has expired To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its Mayor, Council, officers, representatives, agents, employees and volunteers, harmless against any and all liability, claims, losses, damages, or expenses including reasonable attorney’s fees, arising from any Legal Challenges. In the event of any election regarding a Legal Challenge, City shall meet and confer with Contractor to determine if the City will hold an election on the Legal Challenge. If City decides to conduct an election, Contractor shall reimburse City for its reasonable costs of doing so.
