Legal Challenges. Borrower shall appear for itself (and for Lender, if Lender so requests) in any action or proceeding affecting the Property, the Leases, the Rents or this Assignment, and shall at its own cost vigorously defend title to the Property and the enforceability of the Leases and this Assignment against all legal challenges. Where necessary or where requested by Xxxxxx, Borrower shall at its own cost institute any legal actions respecting the same. Borrower shall not challenge, and irrevocably waives any challenge to, the legality or enforceability of this Assignment and all provisions of this Assignment.
Legal Challenges. Any and all undisbursed "Excess Excise Tax" subject to reimbursement hereunder shall be escrowed in the event there is a legal challenge affecting the obligations of the Parties pursuant this Agreement in general or to this Agreement specifically. In the event of such a legal challenge, Owner may continue to receive reimbursements under this Agreement if it posts a bond or other security, in a form acceptable to the City, for the full amount of such reimbursements. The City shall actively defend against any such legal challenge, and Owner may participate in such defense at its own cost and expense.
Legal Challenges. If a court or other authority issues a ruling or order, or a legislative or administrative body enacts a statute, regulation, or interpretation, and CloudChomp concludes that an aspect of the Technology or of this Agreement may be in conflict therewith, then CloudChomp reserves the right to suspend or terminate all or any relevant aspect of the Service.
Legal Challenges. In the event that any Participating Agency and/or SJCOG is subject to a legal challenge of the RTIF Program then all Participating Agencies and SJCOG will be responsible for the costs associated with such legal challenge. At the time of such legal challenge the Participating Agencies and SJCOG will coordinate the defense of such legal challenge and the costs incurred for such legal challenge will be the responsibility of the Participating Agencies and SJCOG based on percentage of the total County-wide RTIF Program Fees retained by each Participating Agency and SJCOG pursuant to section 5.2 of this Agreement. For the purposes of this section 6.4, a legal challenge of the RTIF Program is limited to a challenge to either (a) the legal ability to adopt or impose the RTIF Program; or (b) the validity of the RTIF Technical Report. This section 6.4. will not apply to any legal challenge due to the manner of implementation of the RTIF Program that is either unique to a Participating Agency or that is not consistent with the provisions of this Agreement.
Legal Challenges. Nothing herein shall be construed to require City to defend any third party claims and suits challenging any action taken by the City with regard to any procedural or substantive aspect of the City’s approval of development of the Property, the environmental process, or the proposed uses of the Property. The Applicant may, however, in its sole and absolute discretion appear as real party in interest in any such third party action or proceeding, and in such event, it and the City shall defend such action or proceeding and the Applicant shall be responsible and reimburse the City for whatever legal fees and costs, in their entirety, including actual attorneys' fees, which may be incurred by the City in defense of such action or proceeding. This City shall have the absolute right to retain such legal counsel as the City deems necessary and appropriate and the Applicant shall reimburse the City for any and all attorneys' fees and costs incurred by the City as a result of such third party action or proceeding; provided, however, Applicant may, at any time, notify City in writing of its decision to terminate such reimbursement obligation and, thereafter, in the event that the City decides to continue the defense of such third party action or proceeding, Applicant shall have no further obligation to reimburse City for its attorney fees and costs.
Legal Challenges. If a court or other authority issues a ruling or order, or a legislative or administrative body enacts a statute, regulation, or interpretation, and Lookout concludes that an aspect of the Service or of this Agreement may be in conflict therewith, then Lookout reserves the right to suspend or terminate all or any relevant aspect of the Service.
Legal Challenges. Legal challenges brought to challenge any permit and/or Governmental Approval related to this Project by third-parties over whom the Affected Party has no Control;
Legal Challenges. The Parties recognize and acknowledge that the Program may, during the term of this Agreement, be subject to legal challenge and judicial review. In the even that a court of competent jurisdiction finds in a final, non- appealable judgment that the Program is unconstitutional solely on the basis that O.C.G.A. §40-6-163 violates the Georgia constitutional rights to due process or equal protection of a Violator (the “Legal challenge”), and the court orders the county to refund the entire fine amount paid by the Violator, XXX agrees to indemnify the County up to the proportional amount ordered refunded by the court that the County used to calculate its service fee payment to ATS pursuant to the Service Fee Schedule found in Exhibit A of the Agreement. In addition to the foregoing, this indemnity obligation applies only to the extent that (a) the Legal Challenge was filed in a court of competent jurisdiction by a Violator, or class of Violators, who have received a violation in connection with the Program that is dated on or after the execution date of this Agreement and who paid his/her/their fines, and (b) the determination of unconstitutionality is made in a final, non-appealable judgment. Notwithstanding the foregoing, in no event shall either Party have a duty to defend the other Party, nor shall ATS’s indemnity obligations exceed the amount paid by the County to ATS during the twelve months’ immediately prior to the initial filing of the Legal Challenge giving rise to the liability.
Legal Challenges. The Company shall, upon the request of ---------------- Purchaser, take all reasonable steps to exclude the applicability of, or to assist in any challenge by Purchaser to the validity, or applicability to the Offer or any other transaction contemplated by this Agreement. In the event that any action, suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced, whether before or after the Closing Date, the parties hereto agree to cooperate and use their reasonable best efforts to defend vigorously against it and respond thereto.
Legal Challenges. 25 8. Effective Date And Term. . . . . . . . . . . . . . . . . . . . . 26 9.
