Participation in Litigation; Indemnity Sample Clauses

Participation in Litigation; Indemnity. The Developer shall indemnify, protect and defend the City and its elected boards, commissions, officers, agents and employees (each, an “Agent”) and will hold and save them and each of them harmless from any and all Claims or Litigation (including but not limited to reasonable attorneys’ fees and costs) against the City and/or Agent for any such Claims or Litigation and shall be responsible for any judgment arising therefrom. The City shall provide the Developer with notice of the pendency of such action and shall request that the Developer defend such action. The Developer may select legal counsel providing the Developer’s defense and it is expressly agreed that the City shall have the right to approve separate legal counsel providing the City’s defense. The Developer shall reimburse City for any reasonable attorneys’ fees, costs and expenses directly and necessarily incurred by the City in the course of the defense. Developer agrees that City will forward monthly invoices to Developer for attorneys’ fees, costs and expenses it has incurred related to its defense of any Claim or Litigation and Xxxxxxxxx agrees to timely payment within thirty (30) days of receipt of the invoice. Developer agrees to post adequate security or a cash deposit with City in an amount to cover the City’s estimated attorneys’ fees, costs and expenses incurred by City in the course of the defense in order to ensure timely payment of the City’s invoices. The amount of the security or cash deposit shall be determined by the City. City shall cooperate with Developer in the defense of any Claim or Litigation. The Developer’s obligation to pay the cost of the action, including judgment, shall extend until judgment. After judgment in a trial court, the Parties may mutually agree as to whether any appeal will be taken or defended. The Developer shall have the right, within the first 30 days of the service of the complaint or judgment in a trial court, in their sole and absolute discretion, to determine they do not want to defend any litigation, or appeal any judgment, attacking this Agreement or the Development Approvals in which case the City shall allow the Developer to settle the litigation on whatever terms the Developer determine, in their sole and absolute discretion, but Developer shall confer with City before acting and cannot bind City. In that event, the Developer shall be liable for any costs incurred by the City up to the date of settlement but shall have no further obligatio...
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Participation in Litigation; Indemnity. Developer agrees to indemnify the Agency, City, and their elected boards, commissions, officers, agents and employees (collectively, including Agency and City, the “Indemnified Parties”) and will hold and save them and each of them harmless from any and all actions, suits, claims, liabilities, losses, damages, penalties, judgments, settlements, obligations and expenses (including but not limited to attorneys’ fees and costs) concerning any Claims or Litigation (defined below). The term “Claims or Litigation” shall mean any challenge by adjacent owners or any other third parties: (i) to the legality, validity or adequacy of the General Plan, development approvals, this Agreement, or other actions of Indemnified Parties pertaining to the Project, (ii) seeking damages against Indemnified Parties as a consequence of the foregoing actions or for the taking or diminution in value of their property, or in any other manner, or (iii) for any tort claim or action against the Indemnified Parties arising in connection with Developer's construction of the Project; excepting that “Claims or Litigation” subject to the indemnity and defense obligations in this Section shall not include those arising out of or relating to the sole negligence, gross negligence, willful misconduct, or violation of law by any of the Indemnified Parties, including violations of the Xxxxx X. Xxxxx Act. Each Indemnified Party seeking defense or indemnity from Developer concerning Claims or Litigation shall provide Developer with prompt notice of the pendency of any action for which it believes it is entitled to indemnity under this Section and request that Developer defend it regarding such action (but any delay or failure to notify Developer will only reduce Developer’s obligations to defend or indemnify an Indemnified Party to the extent of any actual prejudice suffered by Developer due to the delay or failure). Developer may utilize the Agency’s or the City’s legal counsel or use legal counsel of its choosing in such action, but shall reimburse the Agency and the City for any necessary legal cost incurred by either or both of them to the extent those costs relate to Claims or Litigation. If Developer refuses or fails to defend an Indemnified Party concerning any Claims or Litigation, the Indemnified Party may defend the action and Developer shall pay the cost thereof to the extent those costs concern Claims or Litigation, but if an Indemnified Party chooses not to defend the action, it shall ...
Sample 1
Participation in Litigation; Indemnity. Developer agrees to indemnify the Agency, City, and their elected boards, commissions, officers, agents and employees and will hold and save them and each of them harmless from any and all actions, suites, claims, liabilities, losses, damages, penalties, obligations and expenses (including but not limited to attorneys’ fees and costs) against the City and/or Agency for any such Claims or Litigation and shall be responsible for any judgment arising therefrom. The term “
Sample 1

Related to Participation in Litigation; Indemnity

  • Participation in the SRS 15. Parents who choose not to participate in the SRS are responsible for providing their student with all items that would otherwise be provided by the SRS to enable their student to engage with the curriculum.

  • Non-Participation in Insurance Your initials on this clause of the Agreement acknowledges the Patient’s understanding that neither the CLINIC, nor its Physician, participate in any health insurance or HMO plans or panels and cannot accept Medicare eligible patients. We make no representations that any fees that You pay under this Agreement are covered by your health insurance or other third party payment plans. It is the Patient’s responsibility to determine whether reimbursement is available from a private, non-governmental insurance plan and to submit any required billing. (Initial)

  • Association Participation Employee Represented - The Board acknowledges the right of the Association's grievance representative to participate in the processing of a grievance at any level, and no employee shall be required to discuss any grievance if the Association's representative is not present.

  • Union Participation The Employer agrees not to interfere with the rights of the employees to become members of the Union and there shall be no discrimination, interference, restraint, or coercion by the Employer or any Employer representative against any employee because of Union membership or because of any employee activity officially sanctioned by this contract on behalf of the Union.

  • DETERMINATION OF DBE PARTICIPATION A firm must be an eligible DBE and perform a professional or technical function relating to the project. Once a firm is determined to be an eligible DBE, the total amount paid to the DBE for work performed with his/her own forces is counted toward the DBE goal. When a DBE subcontracts part of the work of its contract to another firm, the value of the subcontracted work may be counted toward DBE goals only if the subprovider is itself a DBE. Work that a DBE subcontracts to a non-DBE firm does not count toward DBE goals. A DBE subprovider may subcontract no more than 70% of a federal aid contract. The DBE subprovider shall perform not less than 30% of the value of the contract work with assistance of employees employed and paid directly by the DBE; and equipment owned or rented directly by the DBE. DBE subproviders must perform a commercially useful function required in the contract in order for payments to be credited toward meeting the contract goal. A DBE performs a commercially useful function when it is responsible for executing the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible, with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself . When a DBE is presumed not to be performing a commercially useful function, the DBE may present evidence to rebut this presumption. A Provider may count toward its DBE goal a portion of the total value of the contract amount paid to a DBE joint venture equal to the distinct, clearly defined portion of the work of the contract performed by the DBE. Proof of payment, such as copies of canceled checks, properly identifying the Department’s contract number or project number may be required to substantiate the payment, as deemed necessary by the Department.

  • DETERMINATION OF HUB PARTICIPATION A firm must be an eligible HUB and perform a professional or technical function relating to the project. Proof of payment, such as copies of canceled checks, properly identifying the Department’s contract number or project number may be required to substantiate the payment, as deemed necessary by the Department. A HUB subprovider, with prior written approval from the Department, may subcontract 70% of a contract as long as the DocuSign Envelope ID: 1FDB1C48-24B1-4C40-8A33-17263E465FE2 HUB subprovider performs a commercially useful function. All subcontracts shall include the provisions required in the subcontract and shall be approved as to form, in writing, by the Department prior to work being performed under the subcontract. A HUB performs a commercially useful function when it is responsible for a distinct element of the work of a contract; and actually manages, supervises, and controls the materials, equipment, employees, and all other business obligations attendant to the satisfactory completion of contracted work. If the subcontractor uses an employee leasing firm for the purpose of providing salary and benefit administration, the employees must in all other respects be supervised and perform on the job as if they were employees of the subcontractor.

  • Public Participation 79. This Consent Decree shall be lodged with the Court for a period of not less than 30 Days for public notice and comment in accordance with 28 C.F.R. ' 50.7. The United States reserves the right to withdraw or withhold its consent if the comments regarding the Consent Decree disclose facts or considerations indicating that the Consent Decree is inappro- priate, improper, or inadequate. Defendant consents to entry of this Consent Decree without further notice and agrees not to withdraw from or oppose entry of this Consent Decree by the Court or to challenge any provision of the Decree, unless the United States has notified Defendant in writing that it no longer supports entry of the Decree.

  • Continued Participation If Contractor elects to defend the claim, the City may retain separate counsel to participate in (but not control) the defense and to participate in (but not control) any settlement negotiations.

  • Funding Obligation This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.

  • Program Participation By participating in the CRF Program, Grantee agrees to:

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